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HomeMy WebLinkAboutEx20_Parking_AgreementBASIC LEASE INFORMATION MULTI.TENANT OFFICE NET LEASE DATE: TENANT: TENANT'S NOTICE ADDRESS: TENANT CONTACT: LANDLORD: LANDLORD'S NOTICE ADDRESS: LANDLORD'S RENT REMITTAIICE ADDRESS: Project Description: Building Description: Premises: 127 10 -00 1 42 / 0t 1 0261 5 ;6| Office Net Lease (10.1) And to: Blue Origin 21218 76th Ave S Kent, WA 98032 Attn: Legal Department Tony Hardenbrook PHONE NUMBER: 253437-9300 Iuly 16,2021 BLUE ORIGIN, LLC, a Washington limited liability company Blue Origin 21218 76th Ave S Kent, WA 98032 Attn: Tony Hardenbrook- Director of Facilities LANDMARK OFFTCE PARTNERS, LLC, a Delaware limited liability company Landmark Office Parlners, LLC 30242Esperunza Rancho Santa Margarita, Califomia 92688 Attention: General Counsel with a copy to: JSH Properties, Inc. 14900 Interurban Avenue SO, Suite 130 Tukwila, Washington 98 I 68 Attention; Landmark Manager Landmark Office Partners, LLC P.O, Box 398449 San Francisco, California 94139 -8449 That certain 2 building ofhce project commonly known as The Landmark, located in Renton, Washington 160l East Valley Road, Renton, Washington, commonly known as Landmark East, located on the land described on Exhibit B-1 attached hereto. Approximately 92,834 rentable square feet, consisting of (i)73,544 rentable square feet known as Suites 300 and 400, comprised of the entire third (3'd) and fourth (4th) floors of the Basic Lease Information Page i EXHIBIT 20 RECEIVED Clark Close 05/31/2022 PLANNING DIVISION DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B Permitted Use: Parking Density: Parking and Parking Charge: Term, Commencement Date & Expiration Date: {27 1 0-00 1 42/ 0l 1 0261 5 ;6} WA Office Net Lease Building (the "Initial Premises"), (iD 18,201 rentable square feet known as Suire 100 of rhe Building ("Suite 100"), and (iii) 1,089 rentable square feet known as Suite 1008 IT Room of the Building (the "IT Room"). General office use. 5.5 parking spaces per 1,000 rentable square feet of the Premises 510 total spaces at $0.00 per pass / per month, comprised of 506 unreserved parking spaces and 4 reserved spaces for Tenant's Charging Stations (as defined in Paragraph 39.8 below). "Term": The period commencing on the Commencement Date (defined below) and, unless terminated earlier in accordance with this Lease, ending on the last day of the 64th full calendar month following the Cornmencement Date (the "Expiration Date"). The "Commencement Date" is the earlier of (i) the date on which Tenant completes the Tenant Improvements in the Initial Premises, or (ii) October l, 2021. Landlord shall cause the Delivery Date (defined below) to occur within one (1) business day after the mutual execution and delivery hereof. As used herein, "Delivery Date" means the date on which Landlord tenders possession of the Initial Premises to Tenant free from occupancy by any pafiy. During the period beginning on the Delivery Date and ending on the date immediately preceding the Commencement Date, all provisions of this Lease shall apply as if the Commencement Date had occurred; provided, however, that during such period (a) Tenant shall not be required to pay Base Rent and Tenant's Proportionate Share of Operating Expenses, and (b) Tenant may not conduct business in the Premises. The term for Suite 100 shall commence on the date (the "Suite 100 Commencement Date") that is 60 days following the Suite 100 Delivery Date (defined below) and shall end on the Expiration Date. As used herein, "Suite 100 Delivery Date" means the date on which Landlord tenders possession of Suite 100 to Tenant free from occupancy by any party, which is anticipated to occur on October l, 2021. During the period beginning on the Suite 100 Delivery Date and ending on the date immediately preceding the Suite 100 Commencement Date, all provisions of this Lease shall apply as if the Suite 100 Commencement Date had occurred; provided, however, that during such period (a) Tenant shall not be required to pay Base Rent and Tenant's Proportionate Share ofOperating Expenses, and (b) Tenant may not conduct business in Suite 100. The term for the IT Room shall commence on the date (the Basic Lease Information Page ii DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B Rent: Base Rent: Estimated First Year Operating Expenses: Security Deposit: Guarantor[sl: Tenant's Proportionate Share: Of Building: Of Project: Assignment/Subletting X'ee: Broker(s): Landlord Work: Allowance: Business Day(s): 127 10 -00 1 42 /0 I I 026 | s ;6\ WA Office Net Lease "IT Room Commencement Date") that is 60 days following the IT Room Delivery Date (defined below) and shall end on the Expiration Date. As used herein, "IT Room Delivery Date" means the date on which Landlord tenders possession of IT Room to Tenant free from occupancy by any party, which is anticipated to occur on January 3,2022. During the period beginning on the IT Room Delivery Date and ending on the date immediately preceding the IT Room Commencement Date, all provisions of this Lease shall apply as if the IT Room Commencement Date had occurred; provided, however, that during such period (a) Tenant shall not be required to pay Base Rent and Tenant's Proportionate Share ofOperating Expenses, and (b) Tenant may not conduct business in the IT Room. *Base Rent is subject to abatement pursuant to Paragraph 6.C ofthe Lease. $75,195.54 per month for the Premises None. None. 65.93% 33.90% $2,000.00 Kidder Mathews, representing Tenant Jones Lang LaSalle, representing Landlord None, $35.00 per rentable square foot of the Premises. Monday through Friday of each week, exclusive of New Yearns Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day ("Holidays"). Landlord may designate additional Holidays ( Monthly Monthlv Monthly Period $/SF/yr Ste 100,300 & 400 Suite 1008 Total Month 1- 12 $20.00 $152.908.33 $ r,815.00 $1s4,723.33 Month 13 -24 $20.75 $ 158,642.40 $1,883.06 $160,52s.46 Month 25 -36 $21.50 $164,376.46 $1,95r.13 $166,327.s9 Month 37 -48 $22.2s $170.1 10.52 $2,019.19 $r72,129.71 Month 49 -60 $23.00 $ 17s.844.58 s2,087.2s $177,931.83 Month 6l -64 $23.7s $ 181.578.65 $2,r55.31 $ 183,733.96 Basic Lease Information Page iii DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B that are commonly recognized by other office buildings in the area where the Building is located by delivering written notice at the beginning ofthe applicable calendar year. 7:00 l,.u. to 5:00 p.tvt. on Business Days.Building Business Hours: {27 1 0 -00 1 42/ 0l 1 0261 5 ;6} WA Office Net Lease [REMAINDER OF PAGE INTENTIONALLY LEF'T BLANKI Basic Lease Information Page iv DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B The foregoing Basic Lease Information is incorporated into and made a part of this Lease. The Lease includes Exhibits A through H, all of which are incorporated herein and made a part of this Lease. Each reference in this Lease to any of the Basic Lease Information shall mean the respective information above and shall be construed to incorporate all of the terms provided under the particular Lease paragraph pertaining to such information. In the event of any conflict between the Basic Lease Information and the Lease, the latter shall control. LANDLORD TENANT LANDMARK OFFICE PARTNERS, LLC, a Delaware limited liability company BLUE ORIGIN, LLC, bility company By: Landmark Office Investors, LLC, a Delaware limited liability company, its sole member By; Kairos Investment Management Company, LLC, a Delaware limited liability company, its manager Name Dated: By: 2021 By:qL p nd-pJl/\ Nam6: Jonathan A. Needell Title: President and Chief Investment Officer I lated: \l 1-\ ,zo2t\ {27 1 0 -00 t 42 I 0 I 1 02 6 1 s ;6 } WA Office Net Lease Basic Lease Information Page v DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B TABLE OF CONTENTS Page Basic Lease Information Table of Contents 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 11. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. JJ. 34. 35. 36. Jt. 38. 39. 40. Premises Possession and Lease Commencement Term............ Use Rules and Regulations.. Rent Operating Expenses Insurance and Indemnification Waiver of Subrogation...................... Landlordts Repairs and Maintenance. Tenant's Repairs and Maintenance..... Alterations 10 l0 l0 Inspection/Posting Notices .................... Services and Utilities.. Subordination Financial Statements... Estoppel Certificate.... Security Deposit......... Limitation of Tenant's Remedies..... Assignment and Sub|etting................... Authority,... Casualty Damage......... Holding Over Liens...... Intentionally Omitted........ Transfers by Landlord Right of Landlord to Perform Tenant's Covenants... Waiver....,... Notices Attorneyst tr'ees............ Successors and Assigns Surrender of Premises Parking Additional Provisions Jury Trial Waiver; Judicial Reference. 22 22 22 22 22 23 23 23 .23 .23 .24 Signatures 26 3Z 34 Exhibits: Exhibit A Exhibit B ............. Premises Description Site Plan, Project Description Legal DescriptionExhibit B-l Exhibit C.. Exhibit D.. {27 10 -00 I 42 /01 | 0261 s :6} Office Net Lease (10.1) ....... Commencement Date Letter Tenant Improvement Agreement 1 I 2 2 J 4 5 8 Table of Contents Page I DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B Exhibit E................. Exhibit F ................. Exhibit c ................ Exhibit H..... .. Rules and Regulations ......,... Location of Charging Stations ....Fomr of Bill of Sale ..........Dog Relief Area 127 1 0 -00 1 42/ 0 I I 026 I 5 ;6 | Office Net Lease (10. 1)Table ofContents Page 2 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B LEASE THIS LEASE is made as of the Lease Date set forth in the Basic Lease Infonnation, by and between LANDMARK OFFICE PARTNERS, LLC, a Delaware limited liability company (hereinafter called "Landlord"), and BLUE ORIGIN, LLC, a Washington limited liabilify company (hereinafter called "Tenant"). I. PREMISES Landlord leases to Tenant and Tenant leases from Landlord, upon the terms and conditions hereinafter set forth, those premises (the "Premises") outlined on Exhibit A and described in the Basic Lease Information. If the Premises include one or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises. Landlord and Tenant acknowledge that the rentable square footage of the Premises is correct; provided, however, that Landlord may from time to time remeasure the Premises and/or the Building in accordance with generally accepted remeasurement standards selected by Landlord and adjust Tenant's Proportionate Share based on such remeasurement; provided further, however, that any such remeasurement based on a change in measurement standard only shall not affect the amount of Base Rent payable for the Premises (as defined herein) or any allowance applicable to the initial Term and based on the Premises. The Premises shall be all or part of a building (the "Building") and of a project (the "Project"), which may consist of more than one building and additional facilities, as described in the Basic Lease Information. The Building and Project are generally depicted on Exhibit B. Landlord and Tenant acknowledge that physical changes may occur from time to time in the Premises, Building or Project, and that the number of buildings and additional facilities which constitute the Project may change from time to time, which may result in an adjustment in Tenant's Proportionate Share, as defined in the Basic Lease Infomation, as provided in Paragraph 7.A. 2. POSSESSION AND LEASE COMMENCEMENT A. The term commencement date ("Commencement Date") shall be the date set forth in the Basic Lease Information. (1) Delay in Possession. If for any reason Landlord cannot deliver possession of the Initial Premises, Suite 100 or the IT Room, respectively, to Tenant on the scheduled Delivery Date, Suite 100 Delivery Date or IT Room Delivery Date, respectively, Landlord shall not be subject to any liability therefor, nor shall Landlord be in default hereunder nor shall such failure affect the validity ofthis Lease, and Tenant agrees to accept possession of the application portion of the Premises at such time as Landlord is able to deliver the same, which date shall then be deemed the Delivery Date, Suite 100 Delivery Date or IT Room Delivery Date, as applicable. Tenant shall not be liable for any Rent (defined below) for any period prior to the Commencement Date, Suite 100 Commencement Date or IT Room Commencement Date, as applicable. Notwithstanding the foregoing, provided that this Lease is properly executed and delivered by Tenant and Tenant has delivered all prepaid rental and insurance certiflcates required under this Lease are delivered to Landlord (collectively, the "Abatement Conditions"): (a) if the Delivery Date has not occurred on or before the date that is ten (10) days following the mutual execution and delivery ofthis Lease by Landlord and Tenant and receipt by Landlord ofinsurance certificates requires hereunder (the "Outside Initial Premises Delivery Date"), Tenant shall be entitled to an abatement of Base Rent in an amount equal to $8,059.62 for every day in the period beginning on the Outside Initial Prernises Delivery Date and ending on the date that Landlord delivers the Initial Premises to Tenant. (b) if the Suite 100 Delivery Date has not occurred on or before the anticipated Suite 100 Delivery Date (i.e., October l, 2021) (the "Outside Suite 100 Delivery Date"), Tenant shall be entitled to an abatement of Base Rent in an amount equal $1,994.63 for every day in the period beginning on the Outside Suite I 00 Delivery Date and ending on the date that Landlord delivers Suite 100 to Tenant. (c) if the IT Room Delivery Date has not occurred on or before the anticipated IT Room Delivery Date (i.e., January 3, 2022) (the "Outside IT Room Delivery Date"), Tenant shall be entitled to an abatement of Base Rent in an amount equal $l 19.34 for every day in the period beginning on the Outside IT Room Delivery Date and ending on the date that Landlord delivers IT Room to Tenant. (d) Landlord and Tenant acknowledge and agree that: (a) the determination of the Delivery Date, Suite 100 Delivery Date and IT Room Delivery Date shall take into consideration the effect of any delays {27 1 0 -00 | 42 / 0 I 1 026 t s ;6} Office Net Lease (10.1) DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B caused by Tenant; and (b) the Outside Delivery Date, Outside Suite 100 Delivery Date and Outside IT Room Delivery Dates shall each be postponed by the number of days the Delivery Date, Suite 100 Delivery Date and IT Roorn Delivery Date, as applicable, is delayed due to events of Force Majeure as described in Paragraph 35 below. If Tenant fails to satisfu the Abatement Conditions, the provisions of this Section shall be null and void and ofno further force and effect. Tenant shall, at Landlord's request, execute and deliver a memorandum agreement provided by Landlord, setting forth the actual Delivery Date, Suite 100 Delivery Date or IT Room Delivery Date. Should Tenant fail to do so within five (5) days after Landlord's request, the information set forth in such memorandum provided by Landlord shall be conclusively presumed to be agreed and correct. (2) Acceptance of Premises. Tenant acknowledges that Tenant has inspected and accepts the Premises in their present condition and configuration, "as is," and as suitable for, the Permitted Use (as defined below), and for Tenant's intended operations in the Premises. Tenant agrees that the Premises and other improvements are in good and satisfactory condition as ofwhen possession was taken. Tenant further acknowledges that no representations as to the condition or repair of the Premises and/or Project nor promises to alter, remodel or improve the Premises and/or Project have been made by Landlord or any agents of Landlord unless such are expressly set forth in this Lease. However, notwithstanding the foregoing, Landlord agrees that the doors, and base Building electrical, heating, ventilation and air conditioning and plumbing systems located in the Premises shall be in good working order as of the date Landlord delivers possession of the Premises to Tenant. Except to the extent caused by the acts or omissions of Tenant or Tenant's Parties or by any alterations or improvements performed by or on behalf of Tenant, if such systems are not in good working order as of the date possession of the Premises is delivered to Tenant and Tenant provides Landlord with notice of the same within thirty (30) days following the date Landlord delivers possession of the Premises to Tenant, Landlord shall be responsible for repairing or restoring the same. (3) Commencement Date Letter. Upon Landlord's request, Tenant shall promptly execute and return to Landlord a "Commencement Date Letter" on the form attached hereto as Exhibit C in which Tenant shall agree, among other things, to acceptance of the applicable portion of the Premises and to the detennination of the applicable commencement date, in accordance with the terms of this Lease, but Tenant's failure or refusal to do so shall not negate Tenant's acceptance of the Premises or affect determination of the applicable commencement date. Should Tenant fail to do so within thirty (30) days after Landlord's request, the information set forth in such letter provided by Landlord shall be conclusively presumed to be agreed and correct. 3. TERM The term of this Lease (the "Term") shall commence on the Commencement Date and continue in full force and effect for the Term of this Lease as provided in the Basic Lease Information or until this Lease is terminated as otherwise provided herein. If the Commencement Date is a date other than the first day of the calendar month, the Term shall be the number of months of the length of Term in addition to the remainder of the calendar month following the Commencement Date. 4. USE A. General. Tenant shall use the Premises for the permitted use specified in the Basic Lease Information ("Permitted Use") and for no other use or purpose. Tenant shall control Tenant's employees, agents, customers, visitors, invitees, licensees, contractors, assignees and subtenants (each a "Tenant Party" and collectively, "Tenant's Parties") in such a manner that Tenant and Tenant's Parties cumulatively do not exceed the parking density (the "Parking Density") specified in the Basic Lease Information at any time. Tenant shall pay the Parking Charge specified in the Basic Lease Information as Additional Rent (as hereinafter defined) hereunder. Tenant shall use the Premises in a careful, safe and proper manner. So long as Tenant is occupying the Premises, Tenant and Tenant's Parties shall have the nonexclusive right to use, in common with other parties occupying the Building or Project, the portions of the Building or Project that are designated from time to time by Landlord for such common use, subject to the tenns of this Lease and such rules and regulations as Landlord may from time to time prescribe. Landlord reserves the right, without notice or liability to Tenant, and without the same constituting an actual or constructive eviction, to alter or modif, the common areas frorn time to time, including the location and configuration thereof, and the amenities and facilities which Landlord may determine to provide from time to time. B. Limitations. Tenant shall not permit any odors, smoke, dust, gas, substances, noise or vibrations to emanate from the Premises or from any portion of the cornmon areas as a result of Tenant's or any Tenant's Party's use thereof, nor take any action which would constitute a nuisance or would disfurb, obstruct or endanger any other tenants or occupants of the Building or Project or elsewhere, or unreasonably interfere with their use of their respective premises or common areas, Tenant shall not bring upon the Premises or any portion of the Project or use the Premises or permit the Premises or any portion thereof to be used for the growing, manufacturing, administration, distribution (including without limitation, any {27 10 -00 t 42 I 0 I I 0261 s ;6} Office Net Lease (10.1) 2 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B retail sales), possession, use or consumption ofany cannabis, marijuana or cannabinoid product or compound, regardless of the legality or illegality of the same. Storage outside the Premises of materials, vehicles or any other items is prohibited. Tenant shall not use or allow the Premises to be used for any unlawful purpose, nor shall Tenant cause or maintain or pennit any nuisance in, on or about the Premises. Tenant shall not commit or suffer the commission of any waste in, on or about the Premises. Tenant shall not allow ot give notice of any sale by auction upon the Premises, or place any loads upon the floors, walls or ceilings which could endanger the structure, or place any hamrful substances in the drainage system of the Building or Project. No waste, materials or refuse shall be dumped upon or permitted to remain outside the Premises. Landlord shall not be responsible to Tenant for the non-compliance by any other tenant or occupant of the Building or Project with any of the above-referenced rules or any other terms or provisions of such tenant's or occupant's lease or other contract. The Premises shall not be used as a place of public accommodation under the Americans With Disabilities Act or similar statute or ordinance or any regulation promulgated thereunder, all as may be amended from time to time. C. Compliance with Laws. By entering the Premises, Tenant accepts the Premises in the condition existing as of the date of such entry. Tenant shall at its sole cost and expense strictly comply with all existing or future applicable municipal, state and federal and other governmental statutes, rules, requirements, regulations, laws and ordinances, including zoning ordinances and regulations, and covenants, easements and restrictions ofrecord governing and relating to the use, occupancy or possession of the Premises, to Tenant's use of the common areas, or to the use, storage, generation or disposal of Hazardous Materials (hereinafter defined) (collectively "Laws"). Tenant shall at its sole cost and expense obtain any and all licenses or permits necessary for Tenant's use of the Premises. Tenant shall at its sole cost and expense promptly comply with the requirements of any board of fire underwriters or other similar body now or hereafter constituted. Tenant shall not do or pennit anything to be done in, on, under or about the Project or bring or keep anything which will in any way increase the rate ofany insurance upon the Premises, Building or Project or upon any contents therein or cause a cancellation ofsaid insurance or otherwise affect said insurance in any manner. As of the date hereof, to Landlord's actual knowledge, Landlord has not received written notice from any governmental agencies that the Building is in violation of Laws, including Title III of the Americans with Disabilities Act. Further, Landlord represents that Landlord has no actual knowledge of any Hazardous Materials present in the Building in amounts and conditions which are in violation of applicable Laws. For purposes of this Paragraph, "Landlord's actual knowledge" and "knowledge" shall be deemed to mean and limited to the current actual knowledge of the Property Manager at the time of execution of this Lease and not any implied, imputed, or constructive knowledge of said individual or of Landlord or any Landlord of Landlord's agents, employees or related entities and without any independent investigation or inquiry having been made or any iurplied duty to investigate or make any inquiries; it being understood and agreed that such individual shall have no personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby. D. Hazardous Materials. As used in this Lease, "Hazardous Materials" shall include, but not be limited to, hazardous, toxic and radioactive materials and wastes, flammables, explosives or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment including those substances defined as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," or other similar designations in any Law. Tenant shall not cause, or allow any ofTenant's Parties to cause, any Hazardous Materials to be handled, used, generated, stored, released or disposed of in, on, under or about the Premises, the Building or the Project or surrounding land or environrnent in violation of any Laws. Tenant must obtain Landlord's written consent prior to the introduction of any Hazardous Materials onto the Project. Notwithstanding the foregoing, Tenant may handle, store, use and dispose of products containing small quantities of Hazardous Materials for "general office purposes" (such as toner for copiers) to the extent customary and necessary for the Permitted Use of the Premises; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building, or Project or surrounding land or environment. Tenant shall immediately notif' Landlord in writing of any Hazardous Materials' contamination of any portion of the Project of which Tenant becomes aware, whether or not caused by Tenant. Landlord shall have the right at all reasonable times and if Landlord determines in good faith that Tenant may not be in compliance with this Paragraph 4.D to inspect the Premises and to conduct tests and investigations to determine whether Tenant is in compliance with the foregoing provisions, the costs of all such inspections, tests and investigations to be borne by Tenant. Neither the consent by Landlord to the use, generation, storage, release or disposal of Hazardous Materials nor the strict compliance by Tenant with all laws pertaining to Hazardous Materials shall excuse Tenant from Tenant's obligation of indemnification pursuant to this Paragraph 4.D. 5. RULESANDREGULATIONS Tenant shall faithfully observe and comply with the building rules and regulations attached hereto as Exhibit E and any other rules and regulations and any modifications or additions thereto which Landlord may from time to time prescribe in writing for the purpose of maintaining the proper care, cleanliness, safety, traffic flow and general order of the Premises or the Building or Project; provided that Landlord provide Tenant with not less than thirty (30) days advance notice thereofand {27 10 -00 1 42 / 0 t t 0261 s ;6} Office Net Lease (10.1) 3 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B that any such change (i) shall not require Tenant to pay additional Rent, (ii) shall not materially adversely affect Tenants rights and obligations under the Lease, and (iii) shall be applied equitably to all tenants of the Building. Tenant shall cause Tenant's Parties to comply with such rules and regulations. Landlord shall not be responsible to Tenant for the non- compliance by any other tenant or occupant of the Building or Project with any of such rules and regulations, any other tenant's or occupant's lease or any Laws. In the event of any conflict between the rules and regulations and the terms and conditions of this Lease, the terrrs and conditions of this Lease shall control. 6. RENT A. Base Rent. Tenant shall pay to Landlord and Landlord shall receive, without notice or demand throughout the Term, Base Rent as specified in the Basic Lease Information, payable in monthly installments in advance on or before the first day of each calendar month, in lawful money of the United States, without deduction or offset whatsoever, at the Remittance Address specified in the Basic Lease Information or to such other place as Landlord may from time to time designate in writing. At Landlord's election, and upon written notice to Tenant, all payments required to be made by Tenant to Landlord hereunder (or to such other party as Landlord may from time to time specifu in writing) shall be made by Electronic Fund Transfer of immediately available federal funds before l1:00 a.m., Eastem Time, at such place, within the continental United States, as Landlord may from time to time designate to Tenant in writing. Base Rent and Tenant's Proportionate Share of Operating Expenses for the fifth full month of the Term shall be paid by Tenant upon Tenant's execution of this Lease. If the obligation for payment of Base Rent commences on a day other than the first day of a month, then Base Rent shall be prorated and the prorated installment shall be paid on the first day of the calendar month next succeeding the Commencement Date. The Base Rent payable by Tenant hereunder is subject to adjustment as provided elsewhere in this Lease, as applicable. As used herein, the term "Base Rent" shall mean the Base Rent specified in the Basic Lease Information as it may be so adjusted from time to time. The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations ofLandlord under this Lease are independent obligations. B. Additional Rent. A11 monies other than Base Rent required to be paid by Tenant hereunder, including, but not limited to, Tenant's Proportionate Share of Operating Expenses, as specified in Paragraph 7 of this Lease, charges to be paid by Tenant under Paragraph 15, the interest and late charge described in Paragraphs 26.D. and E., and any monies spent by Landlord pursuant to Paragraph 30, shall be considered additional rent ("Additional Rent"). Except as otherwise provided herein, all items of Additional Rent shall be paid within 30 days after Landlord's request for payment. "Rent" shall mean Base Rent and Additional Rent. C. Abated Base Rent. (1) Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease, Tenant shall be entitled to an abatement of Base Rent with respect to the Initial Premises, as originally described in this Lease, in the amount of $122,573.33 per month for each of the first four (4) full calendar months of the initial Term. The maximum total amount of Base Rent abated with respect to the Premises in accordance with the foregoing shall equal $490,293.32 (the "Abated Initial Premises Base Rent"). If Tenant defaults under this Lease at any time during the Temr (as the same may be extended) and fails to cure such default within any applicable cure period under this Lease, then all unamortized Abated Initial Premises Base Rent (i.e. based upon the amortization of the Abated Initial Premises Base Rent in equal monthly amounts, without interest, during the period commencing on the Commencement Date and ending on the original Expiration Date) shall immediately become due and payable. Only Base Rent shall be abated pursuant to this Paragraph, as more particularly described herein, and Tenant's Proportionate Share ofOperating Expenses and all other Rent and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions ofthis Lease. (2) Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease, Tenant shall be entitled to an abatement of Base Rent with respect to Suite 100, as originally described in this Lease, in the amount of $30,335.00 per month for each of the first four (4) full calendar months following the Suite 100 Commencement Date. The maximum total amount of Base Rent abated with respect to the Premises in accordance with the foregoing shall equal $121,340.00 (the "Abated Suite 100 Base Rent"). If Tenant defaults under this Lease at any time during the Term (as the same may be extended) and fails to cure such default within any applicable cure period under this Lease, then all unamortized Abated Suite 100 Base Rent (i.e. based upon the amortization of the Abated Suite 100 Base Rent in equal monthly amounts, without interest, during the period commencing on the Suite 100 Commencement Date and ending on the original Expiration Date) shall immediately become due and payable. Only Base Rent shall be abated pursuant to this Paragraph, as more particularly described herein, and Tenant's Proportionate Share ofOperating Expenses and all other Rent and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions ofthis Lease. (3) Noturithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease, Tenant shall be entitled to an abatement of Base Rent with respect to the IT Room, as originally described in this Lease, in the {2'7 t 0 -00 I 42 /01 I 0261 s ;6 } Office Net Lease (10.1)4 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B amount of $1,815.00 per month for each of the fitst four (4) full calendar months following the IT Room Commencement Date. The maximunt total amount of Base Rent abated with respect to the Premises in accordance with the foregoing shall equal $7,260.00 (the "Abated IT Room Base Rent"). If Tenant defaults under this Lease at any time during the Tenn (as the same may be extended) and fails to cure such default within any applicable cure period under this Lease, then all unamortized Abated IT Room Base Rent (i.e. based upon the amortization of the Abated IT Room Base Rent in equal monthly amounts, without interest, during the period commencing on the IT Room Commencement Date and ending on the original Expiration Date) shall immediately become due and payable. Only Base Rent shall be abated pursuant to this Paragraph, as more particularly described herein, and Tenant's Proportionate Share ofOperating Expenses and all other Rent and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions of this Lease. 7. OPERATINGEXPENSES A. Operating Expenses. In addition to the Base Rent required to be paid hereunder, Tenant shall pay as Additional Rent, Tenant's Proportionate Share of the Building and/or Project (as applicable), as defined in the Basic Lease Information, of Operating Expenses (defined below) in the manner set forth below. Tenant shall pay the applicable Tenant's Proportionate Share of each such Operating Expenses. Landlord and Tenant acknowledge that if the number of buildings which constitute the Project increases or decreases, or ifphysical changes are made to the Premises, Building or Project or the configuration of any thereof, Landlord may at its discretion reasonably adjust Tenant's Proportionate Share of the Building or Project to reflect the change. Landlord's detennination of Tenant's Proportionate Share of the Building and of the Project shall be conclusive so long as it is reasonably and consistently applied. "Operating Expenses" shall mean all expenses and costs of every kind and nature which Landlord shall pay or become obligated to pay, because of or in connection with the ownership, management, maintenance, repair, preservation, replacement and operation of the Building or Project and its supporting facilities and such additional facilities now and in subsequent years as may be determined by Landlord to be necessary or desirable to the Building andlor Project (as determined in a reasonable manner) other than those expenses and costs which are specifically attributable to Tenant or which are expressly made the financial responsibility of Landlord or specific tenants of the Building or Project pursuant to this Lease. Operating Expenses shall include, but are not limited to, the following: (1) Taxes. All real property taxes and assessments, possessory interest taxes, sales taxes, personal property taxes and business or license taxes or fees (to the extent pertaining to the Building, Project or operation thereof), gross receipts taxes, and other impositions, general and special, ordinary and extraordinary, unforeseen as well as foreseen, ofany kind (including fees "in-lieu" ofany such tax or assessment) which are now or hereafter assessed, levied, charged, confirmed, or imposed by any public authority upon the Building or Project, its operations or the Rent (or any portion or component thereof), or any tax, assessment or fee imposed in substitution, partially or totally, of any of the above. Operating Expenses shall also include any taxes, assessments, reassessments, or other fees or impositions with respect to the development, leasing, management, maintenance, alteration, repair, use or occupancy of the Prernises, Building or Project or any portion thereof, including, without limitation, by or for Tenant, and all increases therein or reasses$ments thereof whether the increases or reassessments result from increased rate andlor valuation (whether upon a hansfer of the Building or Project or any portion thereof or any interest therein or for any other reason). Operating Expenses shall not include inheritance or estate taxes imposed upon or assessed against the interest of any person in the Project, or taxes computed upon the basis of the net income of any owners of any interest in the Project. If it shall not be lawful for Tenant to reimburse Landlord for all or any part of such taxes, the monthly rental payable to Landlord under this Lease shall be revised to net Landlord the same net rental after imposition of any such taxes by Landlord as would have been payable to Landlord prior to the payment ofany such taxes, provided that amount payable Tenant under this sentence shall not exceed the amount of taxes that would otherwise have been imposed. (2) Insurance. All reasonable and demonstratable insurance premiums and costs, including deductible amounts, premiums and other costs of insurance incurred by Landlord, including for the insurance coverage set forth in Paragraph 8.A herein. (3) Common Area Maintenance. (a) Repairs, replacements, and general maintenance of and for the Building and Project and public and common areas and facilities of and comprising the Building and Project, including, but not limited to, the roof and roof membrane, windows, elevators, restrooms, conference rooms, health club facilities, lobbies, mezzanines, balconies, mechanical rooms, building exteriors, alarm systems, pest extermination, landscaped areas, parking and service areas, driveways, sidewalks, loading areas, fire sprinkler systems, sanitary and storm sewer lines, utility services, heating/ventilation/air conditioning systems, electrical, mechanical or other systems, telephone equipment and wiring servicing, plumbing, lighting, and any other items or areas which affect the operation or appearance ofthe Building or Project, or that are reasonably {27 1 0 -00 | 42 / 01 1 0261 s ;61 Office Net Lease (10.1)5 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B necessary for the health and safety ofthe occupants ofthe Building or Project, which determination shall be at Landlord's discretion, except for: those items to the extent paid for by the proceeds ofinsurance; and those iterns or services not provided or available to Tenant. (b) Repairs, replacements, and general maintenance shall include the cost of any improvements made to or assets acquired for the Project or Building that in Landlord's reasonable discretion may reduce any other Operating Expenses, including present or future repair work, are reasonably necessary for the health and safety ofthe occupants ofthe Building or Project, or for the operation ofthe Building systems, services and equipment, or are required to comply with any Law, such costs or allocable portions thereof to be amortized over such reasonable period as Landlord shall determine, together with interest on the unamortized balance at the publicly announced "prime rate" charged by Wells Fargo Bank, N.A. (San Francisco) or its successor at the tirne such improvements or capital assets are constructed or acquired, plus two (2) percentage points, or in the absence of such prime rate, then at the U.S. Treasury six-month market note (or bond, if so designated) rate as published by any national financial publication selected by Landlord, plus four (4) percentage points, but in no event more than the maximum rate permitted by law, plus reasonable financing charges. (c) Payment under or for any easemento license, permit, operating agreement, declaration, restrictive covenant or instrument relating to the Building or Project. (d) All expenses and rental related to services and costs of supplies, materials and equipment used in operating, managing and maintaining the Premises, Building and Project, the equipment therein and the adjacent sidewalks, driveways, parking and service areas, including, without limitation, expenses related to service agreements regarding securify, fire and other alarm systems, janitorial services provided to common areas, window cleaning, elevator maintenance, Building exterior maintenance, landscaping and expenses related to the adrninistration, management and operation of the Project, including without limitation salaries, wages and benefits and management office rent. (e) The cost of supplying any sewices and utilities which benefit all or a portion of the Premises, Building or Project, including without limitation services and utilities provided pursuant to Paragraph 15 hereof. (f) Legal expenses and the cost of audits by certified public accountants; provided, however, that legal expenses chargeable as Operating Expenses shall not include the cost ofnegotiating leases, collecting rents, evicting tenants nor shall it include costs incuned in legal proceedings with or against any tenant or to enforce the provisions of any lease. (g) A reasonable and market fypical management and accounting cost recovery fee not to exceed five percent (5%) ofthe sum ofthe Project's revenues. Ifthe rentable area ofthe Building and/or Project is not fully occupied during any fiscal year ofthe Term as determined by Landlord, an adjustment shall be made in Landlord's discretion in computing the Operating Expenses for such year so that Tenant pays an equitable portion of all variable items (e.g., utilities, janitorial services and other component expenses that are affected by variations in occupancy levels) of Operating Expenses, as reasonably determined by Landlord. Landlord, in its reasonable discretion, may equitably allocate Operating Expenses, or a component thereof, among office, retail or other portions or occupants of the Project. If Landlord incurs Operating Expenses for the Project together with another property, Landlord, in its reasonable discretion, shal1 equitably allocate such shared amounts between the Project and such other property. Operating Expenses shall not include the cost of providing tenant improvements or other specific costs incurred for the account of, separately billed to and paid by specihc tenants of the Building or Project, the initial construction cost of the Building, or debt service on any mortgage or deed of tmst recorded with respect to the Project other than pursuant to Paragraph 7.A(3)(b) above. Notwithstanding anything herein to the contrary, in any instance wherein Landlord, in Landlord's sole discretion, deems Tenant to be responsible for any amounts greater than Tenant's Proportionate Share, Landlord shall have the right to allocate costs in any manner Landlord deems appropriate. The above enumeration of services and facilities shall not be deemed to impose an obligation on Landlord to make available or provide such services or facilities except to the extent if any that Landlord has specihcally agreed elsewhere in this Lease to make the same available or provide the same. Without limiting the generality of the foregoing, Tenant acknowledges and agrees that it shall be responsible for providing adequate security for its use ofthe Premises, the Building and the Project and {27 I 0 -001 42 /o1 10261 s ;6} Office Net Lease (10.1)6 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B that Landlord shall have no obligation or liabilif with respect thereto, except to the extent if any that Landlord has specifrcally agreed elsewhere in this Lease to provide the same. B. Payment of Estimated Operating Expenses. "Estimated Operating Expenses" for any particular year shall mean Landlord's estimate of the Operating Expenses for such fiscal year rnade with respect to such fiscal year as hereinafter provided. Landlord shall have the right from time to time to revise its fiscal year and interim accounting periods so long as the periods as so revised are reconciled with prior periods in a reasonable manner. During the last month of each fiscal year during the Tern, or as soon thereafter as practicable, Landlord shall give Tenant written notice of the Estimated Operating Expenses for the ensuing hscal year. Tenant shall pay Tenant's Proportionate Share of the Estimated Operating Expenses with installments of Base Rent for the fiscal year to which the Estimated Operating Expenses applies in monthly installments on the first day of each calendar month during such year, in advance. Such payment shall be construed to be Additional Rent for all purposes hereunder. If at any time during the course of the fiscal year, Landlord determines that Operating Expenses are projected to vary from the then Estimated Operating Expenses by more than five percent (5%), Landlord may, by written notice to Tenant, revise the Estimated Operating Expenses for the balance of such fiscal year, and Tenant's monthly installments for the remainder of such year shall be adjusted so that by the end of such fiscal year Tenant has paid to Landlord Tenant's Proportionate Share of the revised Estimated Operating Expenses for such year, such revised installment amounts to be Additional Rent for all purposes hereunder. C. Computation of Operating Expense Adjustment. "Operating Expense Adjustment" shall mean the difference between Estimated Operating Expenses and actual Operating Expenses for any hscal year determined as hereinafter provided. Within one hundred twenty (120) days after the end of each fiscal year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a staternent of actual Operating Expenses for the fiscal year just ended, accompanied by a computation of Operating Expense Adjustment. If such statement shows that Tenant's payment based upon Estimated Operating Expenses is less than Tenant's Proportionate Share ofOperating Expenses, then Tenant shall pay to Landlord the difference within lwenty (20) days after receipt of such statement, such payment to constitute Additional Rent for all purposes hereunder. If such statement shows that Tenant's payments of Estimated Operating Expenses exceed Tenant's Proportionate Share ofOperating Expenses, then (provided that Tenant is not in default under this Lease) Landlord shall pay to Tenant the difference within twenty (20) days after delivery of such statement to Tenant. If this Lease has been terminated or the Term hereof has expired prior to the date of such statemento then the Operating Expense Adjustment shall be paid by the appropriate party within twenty (20) days after the date of delivery of the statement. Should this Lease commence or terminate at any time other than the first day of the fiscal year, Tenant's Proportionate Share of the Operating Expense Adjustment shall be prorated based on a month of 30 days and the number of calendar months during such fiscal year that this Lease is in effect. Notwithstanding anything to the contrary contained in Paragraph 7.A or 7.B, Landlord's failure to provide any notices or statements within the time periods specified in those paragraphs shall in no way excuse Tenant from its obligation to pay Tenant's Proportionate Share ofOperating Expenses. D. Net Lease. This shall be a hiple net Lease and Base Rent shall be paid to Landlord absolutely net of all costs and expenses, except as specifically provided to the contrary in this Lease. The provisions for payment of Operating Expenses and the Operating Expense Adjustment are intended to pass on to Tenant and reimburse Landlord for all costs and expenses of the nature described in Paragraph 7.A. incurred in connection with the ownership, management, maintenance, repair, preservation, replacement and operation of the Building andlor Project and its supporting facilities and such additional facilities now and in subsequent years as may be deternined by Landlord to be necessary or desirable to the Building and,lor Project. E. Tenant Audit. If Tenant shall dispute the amount set forth in any statement provided by Landlord under Paragraph 7.B. or 7.C. above, subject to Tenant's execution of a confidentiality agreement acceptable to Landlord, Tenant shall have the right, not later than twenty (20) days following receipt of such statement and upon the condition that Tenant shall first deposit with Landlord the full amount in dispute, to cause Landlord's books and records with respect to Operating Expenses for such fiscal year to be audited by certified public accountant ofnational standing selected by Tenant and reasonably approved by Landlord. Such certified public accountant shall not be compensated on a contingency basis, and shall be subject to the afore-described confidentiality agreement. The Operating Expense Adjustment shall be appropriately adjusted on the basis of such audit. If such audit discloses a liability for a refund in excess of five percent (5%) of Tenant's Proportionate Share of the Operating Expenses previously reported, the cost of such audit shall be borne by Landlord; otherwise the cost of such audit shall be paid by Tenant. If Tenant shall not request an audit in accordance with the provisions of this Paragraph 7.8. within twenty (20) days after receipt of Landlord's statement provided pursuant to Paragraph 7,B. or 7.C., such statement shall be final and binding for all purposes hereof. Tenant acknowledges and agrees that any information revealed in the above described audit may contain proprietary and sensitive information and that significant damage could result to Landlord if such information were disclosed to any party other than Tenant's auditors. Tenant shall not in any manner disclose, provide or make available any information revealed by the audit to any person or entity without Landlord's prior written consent, which consent may be withheld by Landlord in its sole and absolute discretion. The information disclosed by the {27 1 0 -00 t 42 I 0t 10261 s ;6 } Office Net Lease (10.1) 7 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B audit will be used by Tenant solely for the purpose of evaluating Landlord's books and records in connection with this ParagraphT.E. F. Controllable Expense Cap. Notwithstanding the foregoing, for purposes of computing Tenant's Proportionate Share of Operating Expenses, the Controllable Expenses (hereinafter defined) shall not increase by more than five percent (5%) per calendar year on a non-cumulative basis over the course of the initial Term. "Controllable Expenses" shall mean all Opemting Expenses exclusive of (l) the cost of union labor (including security personnel), including labor which is not union as of the date ofthis Lease, but which unionizes after the date ofthis Lease, (2) any utility costs, (3) any insurance costs, (4) Taxes, (5) costs to comply with applicable Laws and other govemmental requirements, and (4) the cost of any capital improvements and expenditures included in Operating Expenses pursuant to this Paragraph 7 above. 8. INSURANCE AND INDEMNIFICATION A. Landlord's Insurance. A1l insurance maintained by Landlord for the Building and Project shall be for the sole benefit of Landlord and under Landlord's sole control. Landlord shall keep in force throughout the Term Commercial General Liability Insurance for the common areas and All Risk or Special Form coverage insuring the Landlord and the Building, in such amounts and with such deductibles as Landlord determines in its sole discretion from time to time in accordance with sound and reasonable risk rnanagement principles. The cost of all such reasonable and demonstratable insut'ance is included in Operating Expenses. Landlord shall not be obligated to insure, and shall have no responsibility whatsoever for any darnage to, any furniture, machinery, goods, inventory or supplies, or other personal property or fixtures which Tenant may keep or maintain in the Premises, or any leasehold improvements, additions or alterations within the Premises. All liability coverages described in this Paragraph 8.A. shall be endorsed to waive all rights of subrogation by Landlord's insurance carrier against Tenant. All insurance policies required to be carried by Landlord under this Lease shall be written by companies rated A- \IIII or better in "Best's Insurance Guide" and authorized to do business in the state in which the Building is located. Landlord shall deliver to Tenant on or before the Commencement Date, and thereafter promptly following the expiration dates of the expired policies, a certificate of insurance providing evidence of the insurance coverage required under this Paragraph 8.A. B. Tenant's Insurance. Tenant shall procure at Tenant's sole cost and expense and keep in effect from the date ofthis Lease and at all times until the end of the Term the following: (1) Property Insurance. Insurance on all personal property and fixtures of Tenant and all improvements, additions or alterations rrade by or for Tenant to the Premises on an "All Risk" or Special Form basis, insuring such property for the full replacement value of such property and naming Landlord and the Landlord Parties and any other parfy reasonably designated by Landlord as loss payee (Property-special Form). (2) Business Interruption Insurance. Tenant shall keep in force throughout the Term Business Interruption Insurance with limit of liabilify representing loss of at least approximately twelve (12) months of income; provided, however, that Landlord agrees to waive Business Interruption insurance requirements solely with respect to the originally named Tenant under this Lease. In doing so, Tenant hereby agrees that Tenant waives all claims for recovery against Landlord for business interruption expenses that would have been covered by the waived Business Intemrption insurance. Tenant agrees that Tenant's insurance carrier will not subrogate against Landlord's insurance carrier for the same. (3) Liability Insurance. Commercial General Liability insurance covering bodily injury and property damage liability occurring in or about the Premises or arising out of the use and occupancy of the Premises and the Project by Tenant or Tenant Parties, and any part of either, and any areas adjacent thereto, and the business operated by Tenant or. Such insurance shall include contractual liability insurance coverage insuring all of Tenant's indemnity obligations under this Lease. Such coverage shall have a minimum combined single limit of liability of at least Two Million Dollars ($2,000,000.00) each occunence, and a minimum general aggregate lirnit of Four Million Dollars ($4,000,000.00). All such policies shall be written to apply to all bodily injury (including death), property damage or loss, personal and advertising injury and other covered loss, however occasioned, occurring during the policy term and shall be endorsed to add Landlord, the Landlord Parties, any otherparty reasonably designated by Landlord and any parfy holding an interest to which this Lease may be subordinated as an Additional Insured, and shall provide that such coverage shall be "primary" and non-contributing with any insurance maintained by Landlord, which shall be excess insurance only. Such coverage shall also contain endorsements including employees as additional insureds if not covered by Tenant's Commercial General Liability Insurance. All such insurance shall provide for the severability of interests of insureds; and shall be written on an "occurrence" basis, which shall afford coverage for all claims based on acts, omissions, injury and damage, which occurred or arose (or the onset of which occurred or arose) in whole or in part during the policy period. {27 | 0 -00 t 42 / 0 t 1 0261 5 ;6} Office Net Lease (10.1)8 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B (4) Workerso Compensation and Employerso Liability Insurance. Workers' Cornpensation Insurance as required by any Law, and Ernployers' Liability Insurance in amounts not less than One Million Dollars ($ 1 ,000,000) each accident for bodily injury by accident; One Million Dollars ($1,000,000) policy limit for bodily injury by disease; and One Million Dollars ($ 1,000,000) each employee for bodily rnjury by disease. (5) Commercial Auto Liability Insurance. Commercial auto liability insurance with a combined limit of not less than One Million Dollars ($1,000,000) for bodily injury and property damage for each accident. Such insurance shall cover liability relating to owned, hired and non-owned autos. (6) Alterations Requirements. In the event Tenant shall desire to perform any Alterations in excess of One Million Dollars ($1,000,000), Tenant shall deliver to Landlord, prior to commencing such Alterations evidence satisfactory to Landlord that Tenant canies (i) "Builder's Risk" insurance covering construction of such Alterations in an amount and form approved by Landlord, (ii) such other commercially reasonable insurance as Landlord shall nondiscriminatorily require. (7) General Insurance Requirements. All coverages described in this Paragraph 8.B. shall be endorsed to (i) provide Landlord with thirty (30) days' notice of cancellation; and (ii) waive all rights of subrogation by Tenant's insurance carrier against Landlord. All insurance policies required to be carried by Tenant under this Lease shall be written by companies rated A- VIII or better in "Best's Insurance Guide" and authorized to do business in the state in which the Building is located. Payment of Tenant's deductibles shall be the sole responsibilify of Tenant. Tenant shall deliver to Landlord on or before the Commencement Date, and thereafter at least thirty (30) days before the expiration dates of the expired policies, a cerlificate of insurance providing evidence of the insurance coverage required under this Paragraph 8.B. C. Indemnification. (1) Tenant shall indemnifu, defend by counsel reasonably acceptable to Landlord, protect and hold Landlord and its partners, lenders, [rernbers, managers, affiliates, employees, officers and agents (each a "Landlord Party" and collectively, the "Landlord Parties") harmless from and against any and all third party claims, liabilities, losses, costs, loss ofrents, liens, damages, injuries or expenses, including reasonable attomeys' and consultants' fees and court costs, demands, causes ofaction, orjudgments, to the extent arising out of (1) the use or occupancy ofthe Premises; (2) any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; and (3) the negligence or willful misconduct of Tenant or Tenant's Parties occurring in the Building or Project. The foregoing indemnity by Tenant shall not be applicable to claims to the extent arising from the gross negligence or willful misconduct of Landlord. Except to the extent arising out of the gross negligence or willful misconduct of Landlord or the Landlord Parties, Landlord shall not be liable to Tenant and Tenant hereby waives all claims against Landlord for any injury to or death of, or damage to any person or property or business loss in or about the Premises, Building or Project by or from any cause whatsoever (other than Landlord's gross negligence or willful misconduct) and, without limiting the generalify of the foregoing, whether caused by water leakage of any character from the roof, walls, basement or other portion of the Premises, Building or Project, or caused by gas, fire, oil or electricity in, on or about the Premises, Building or Project, acts of God or of third parties, or any matter outside of the reasonable control of Landlord. The provisions of this Paragraph shall survive the expiration or earlier termination of this Lease. (2) Landlord shall indemnify, defend, and hold Tenant and Tenant Parties harmless from and against any and all third party claims, liabilities, losses, costs, loss of rents, liens, damages, injuries or expenses, including reasonable attorneys' and consultants' fees and court costs, demands, causes of action, or judgments, to the extent arising out of: (l) Landlord's breach of this Lease, and (2) the negligence or willful misconduct of Landlord or Landlord Parties. The foregoing indemnity by Landlord shall not be applicable to claims to the extent arising from the gross negligence or willful misconduct of Tenant or Tenant Parties. (3) Notwithstanding any other provisions of this Lease to the contrary, in compliance with RCW Title 4.24.115 as in effect on the date of this Lease, all provisions of this Lease pursuant to which a parry (the "Indemnitor") agrees to indemnify the other (the "Indemnitee") against liability for damages arising out of bodily injury to persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to, or maintenance of, any building, road, or other structure, project, development, or improvement attached to real estate, including the Premises, (i) shall not apply to damages caused by or resulting from the sole negligence of the Indemnitee, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of (a) the Indemnitee or the Indemnitee's agents or employees, and (b) the Indemnitor or the Indemnitor's agents or employees, shall apply only to the extent of the Indemnitor's negligence; provided, however, the limitations on 127 I 0 -00 1 42 / 01 I 0261 s ;6\ Office Net Lease (10. 1) 9 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B indemnity set forth in this Section 8.C(2) shall automatically and without further act be deemed amended so as to remove any of the restrictions contained in this Section 8.C(2) no longer required by then applicable law. To the extent necessary to fully indemnifo each party under this Lease frorn claims made by Tenant, Landlord or its respective employees, this Paragraph 8.C constitutes a waiver of immunity by Tenant and by Landlord under the Washington Industrial Insurance Act, RCW Title 5l and any successor statutes. This waiver has been specifically negotiated by the parties to this Lease. 9. WAIVER OF SUBROGATION Notwithstanding any other provisions of this Lease to the contrary, Landlord and Tenant each waives any claim, loss or cost it might have against the other for any damage to or theft, destruction, loss, or loss of use of any property (a "Loss"), to the extent the same is insured against (or is required to be insured against under the terms hereof) under any property damage insurance policy covering the Building, the Premises, Landlord's or Tenant's fixtures, personal property, leasehold improvements, or business, regardless of whether the negligence of the other parfy caused such Loss. 10. LANDLORD'S REPAIRS AND MAINTENANCE Landlord shall maintain in good repair, reasonable wear and tear excepted, the common areas of the Project and the structural soundness of the roof, foundations, exterior walls, and systems of the Building, and shall be responsible for correcting any shuctural and latent defects in the Building. The term "exterior walls" as used herein shall not include windows, glass or plate glass, doors, special store fronts or office entries. Any damage caused by or repairs necessitated by any negligence or act ofTenant or Tenant's Parties may be repaired by Landlord at Landlord's option and Tenant's expense. Tenant shall promptly give Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsible, after which Landlord shall have a reasonable opporlunity and the right to enter the Premises at all reasonable times to repair same. Landlord's liability with respect to any defects, repairs, or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance, and there shall be no abatement of rent and no liability of Landlord by reason of any interference with Tenant's business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project or to ftxtures, appurtenances or equipment in the Building, except as provided in Paragraph 24. By taking possession of the Premises, Tenant accepts them "as is," as being in good order, condition and repair and the condition in which Landlord is obligated to deliver them and suitable for the Permitted Use and Tenant's intended operations in the Premises, whether ornot any notice ofacceptance is given. 11. TENANT'S REPAIRS AND MAINTENANCE Tenant shall at all times during the Term at Tenant's expense reasonably maintain all parts of the Premises and such portions of the Building as are within the exclusive control of Tenant in a good, clean and secure and sanitary condition and promptly make all necessary repairs and replacements, as reasonably determined by Landlord, with materials and workmanship of a reasonably similar character, kind and quality as the original. Notwithstanding anything to the contrary contained herein, Tenant shall, at its expense, promptly repair any damage to the Premises or the Building or Project resulting from or caused by any negligence or act of Tenant or Tenant's Parties. Tenant shall provide all janitor service and customary cleaning (including the washing of all windows inside the Premises) of the Premises to maintain the interior of the Premises in a clean and neat condition. Tenant shall be responsible for providing janitorial service for the Premises at its sole cost and expense, and Tenant hereby acknowledges that Landlord shall have no obligation whatsoever to provide janitorial service to the Premises. The janitorial seryices shall be performed by Tenant's employees or a bonded janitorial contractor. For so long as Tenant is providing and paying directly for all janitorial services to the Premises at its sole cost and expense, Operating Expenses for any applicable year during which Tenant is providing all such janitorial services to the Premises (prorated for any partial year) shall exclude the cost that would have otherwise been payable by Landlord for providing Building standard janitorial services to the Premises and the cost of janitorial services provided to any other off,rce tenant spaces in the Building (but the cost ofjanitorial services to the Common Areas shall in all events be included in Operating Expenses). Should Tenant fail to maintain the interior of the Premises in a clean and neat condition, Landlord may provide a written waming to Tenant, and Tenant shall have a reasonable opportunity to cure such failure, which cure period shall not exceed ten (10) days. If Tenant fails to timely cure such failure, or if Landlord provides 3 or more written warnings with respect to such matter within a l2-month period, regardless of whether such failures are timely cured, then in addition to all other remedies available to Landlord, Landlord shall thereafter have the right to conh'act for the cleaning and maintenance of the Premises. If at any time during the Term, Tenant is no longer providing and paying directly for janitorial services to the Premises as provided herein, then Operating Expenses for any applicable year during which Tenant is not providing all such janitorial services to the Premises (prorated for any partial year) {27 r0 -00 1 42 /o1 I 0261 s ;6} Office Net Lease ( I 0. 1) 10 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B shall be adjusted to include the cost of janitorial services payable by Landlord for providing janitorial services to the Pretnises and the cost ofjanitorial services provided to any other office tenant spaces in the Building. 12. ALTERATIONS A. Tenant shall not make, or allow to be made, any alterations, physical additions, improvements or partitions, including without limitation the attachment of any fixfures or equipment, in, about or to the Premises ("Alterations") without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to proposed Alterations which: (a) comply with all applicable Laws; (b) are, in Landlord's reasonable opinion, compatible with the Building or the Project and its mechanical, plumbing, electrical, heating/ventilationlair conditioning systems, and will not cause the Building or Project or such systems to be required to be modified to comply with any Laws (including, without limitation, the Americans With Disabilities Act); and (c) will not interfere with the use and occupancy of any other portion of the Building or Project by any other tenant or its invitees. Specifically, but without limiting the generality of the foregoing, Landlord shall have the right of written consent for all plans and specifications for the proposed Alterations, construction means and methods, all appropriate pennits and licenses, any contractor or subcontractor to be employed on the work of Alterations, and the time for performance of such work, and may impose rules and regulations for contractors and subcontractors perfonning such work. Tenant shall also supply to Landlord any documents and information reasonably requested by Landlord in connection with Landlord's consideration of a request for approval hereunder. Tenant shall cause all Alterations to be accomplished in a good and workmanlike manner, and to comply with all applicable Laws and Paragraph 2l hereof. Tenant shall at Tenant's sole expense, perfomr any additional work required under applicable Laws due to the Alterations hereunder. No review or consent by Landlord of or to any proposed Alteration or additional work shall constitute a waiver of Tenant's obligations under this Paragraph 12, nor constitute any warranty or representation that the same complies with all applicable Laws, for which Tenant shall at all times be solely responsible. In any event, Tenant, not Landlord, shall, at its sole cost and expense, remove all cabling and wiring installed by or on behalfofTenant at or servicing the Prernises. All such removals and restoration shall be accomplished in a good and workmanlike manner so as not to cause any damage to the Premises or Project whatsoever. If Tenant fails to remove such Alterations or Tenant's trade fixtures or furniture or other personal property, Landlord may keep and use them or remove any ofthem and cause them to be stored or sold in accordance with applicable law, at Tenant's sole expense. In addition to and wholly apart from Tenant's obligation to pay Tenant's Proportionate Share ofOperating Expenses, Tenant shall be responsible for and shall pay prior to delinquency any taxes or governmental service fees, possessory interest taxes, fees or charges in lieu ofany such taxes, capital levies, or other charges imposed upon, levied with respect to or assessed against its fixtures or personal property, on the value of Alterations within the Premises, and on Tenant's intercst pursuant to this Lease, or any increase in any of the foregoing based on such Alterations Notwithstanding the foregoing, at Landlord's option (but without obligation), all or any portion of the Alterations shall be performed by Landlord for Tenant's account and Tenant shall pay Landlord's estimate of the cost thereof (including a reasonable charge for Landlord's overhead and profit) prior to colnmencement of the work. In addition, at Landlord's election and notwithstanding the foregoing, however, Tenant shall pay to Landlord the cost of removing any such Alterations and restoring the Premises to their original condition such cost to include a reasonable charge for Landlord's overhead and proht as provided above, and such amount may be deducted from the Security Deposit or any other sums or amounts held by Landlord under this Lease. B. In cornpliance with Paragraph 27 hereof, at least ten (10) business days before beginning construction of any Alteration, Tenant shall give Landlord written notice of the expected commencement date of that consfruction to permit Landlotd to post and record a notice of non-responsibility. Upon substantial completion of construction, if the law so provides, Tenant shall cause a timely notice of completion to be recorded in the office of the recorder of the county in which the Building is located. 13. SIGNS A. General. Tenant shall not place, install, affix, paint or maintain any signs, notices, graphics or banners whatsoever or any window decor which is visible in or from public view or corridors, the common areas or the exterior of the Premises or the Building, in or on any exterior window or window fronting upon any common areas or service area without Landlord's prior written approval which Landlord shall have the right to withhold in its absolute and sole discretion; provided that ifTenant so requests, Tenant's name shall be included in any Building-standard door (at Tenant's sole cost and expense, the cost of which shall be payable, as Additional Rent, within ten (10) days after Landlord's delivery of an invoice therefor) and directory signage (at Landlord's sole cost and expense), if any, in accordance with Landlord's Building signage prograln, including without limitation, payment by Tenant of any fee charged by Landlord for maintaining such signage, which fee shall constitute Additional Rent hereunder. Any installation of signs, notices, graphics or banners on or about the Premises or Project approved by Landlord shall be subject to any Laws and to any other requirements imposed by Landlord. Tenant, at {27 10-001 42 101 t026 I s ;6 } Office Net Lease (10.1) 1 I DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B its sole cost and expense, shall remove all such signs or graphics by the expiration or any earlier termination of this Lease. Such installations and removals shall be made in such manner as to avoid injury to or defacement of the Premises, Building or Project and any other improvements contained therein, and Tenant shall repair any injury or defacement including without limitation discoloration caused by such installation or removal. B. Building Signage. (1) So long as Tenant occupies not less than the entire Premises, Tenant shall be entitled to one (1) sign to be located on the top of the Building (the "Building Signage"). The exact location of the Building Signage shall be subject to all applicable Laws and Landlord's prior written approval, which approval shall not be unreasonably withheld, provided that the location does not detract from the first-class quality of the Building. Such right to Building Signage is personal to Tenant and is subject to the following tenns and conditions: (a) Tenant shall submit plans and drawings for the Building Signage to the City of Renton, Washington and to any other public authorities having jurisdiction and shall obtain written approval from each such jurisdiction prior to installation, and shall fully coniply with all applicable Laws; (b) Tenant shall, at Tenant's sole cost and expense, design, construct and install the Building Signage; (c) the Building Signage shall be subject to Landlord's prior written approval, which Landlord shall have the right to withhold in its reasonable discretion; and (d) Tenant shall maintain the Building Signage in good condition and repair, and all costs of maintenance and repair shall be borne by Tenant. Maintenance shall include, without limitation, cleaning and, if the Building Signage is illuminated, relamping at reasonable intervals. Tenant shall be responsible for any electrical energy used in connection with the Building Signage, if applicable. At Landlord's option, Tenant's right to the Building Signage may be revoked and terminated upon occulrence ofany ofthe following events: (i) Tenant shall be in default under this Lease beyond any applicable cure period; (ii) Tenant occupies less than the entire Premises; or (iii) this Lease shall terminate or otherwise no longer be in effect. (2) Following the mutual execution and delivery of this Lease and to the extent permitted by applicable laws, Landlord shall trim and/or remove tree branches that are in front of the Building signage as reasonably detemrined by Landlord. Although Landlord will perform such trimming and/or rernoval, Tenant shall be responsible for all costs related thereto (which costs shall be paid by Tenant to Landlord within ten (10) days following Landlord's demand therefor). (3) Upon the expiration or earlier termination of this Lease or at such other time that Tenant's signage rights are terminated pursuant to the terms hereol if Tenant fails to remove the Building Signage and repair the Building in accordance with the terms of this Lease, Landlord shall cause the Building Signage to be removed from the Building and the Building to be repaired and restored to the same condition in which it was received (including, if necessary, the replacement of any precast concrete panels), all at the sole cost and expense of Tenant and otherwise in accordance with this Lease, without further notice from Landlord notwithstanding anything to the contrary contained in this Lease. Tenant shall pay all costs and expenses for such removal and restoration within ninefy (90) days following delivery of an invoice therefor. The rights provided in this Paragraph l3.B shall be non-transferable unless otherwise agreed by Landlord in writing in its sole discretion. 14. INSPECTION/POSTINGNOTICES After 24 hours prior notice, except in emergencies where no such notice shall be required, Landlord and Landlord's agents and representatives (who shall be preapproved by Tenant (which approval shall not be unreasonably withheld)), shall have the right to enter the Premises to inspect the same, to clean, to perform such work as may be permitted or required hereunder, to make repairs, improvements or alterations to the Premises, Building or Project or to other tenant spaces therein, to deal with emergencies, to post such notices as may be permitted or required by law to prevent the perfection of liens against Landlord's interest in the Project or to exhibit the Prernises to prospective tenants, purchasers, encumbrancers or to others, or for any other purpose as Landlord may deem necessary or desirable; provided, however, that Landlord shall use reasonable efforts not to unreasonably interfere with Tenant's business operations. Any such approved person must be a U.S. person as defined by 22 C.F.R. $120.15 (U.S. citizen or national, lawfully admitted for permanent residence into the U.S. (i.e. current green card holder), or lawfully admitted as a refugee or granted asylum) to ensure compliance with U.S. export control laws. Approved persons must be supervised by Landlord or Landlord's property manager while on Premises. Tenant shall not be entitled to any abatement of Rent by reason of the exercise of any such right of entry. In connection with Landlord's exercise of its rights under this waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss ofoccupancy or quiet enjoyment ofthe Premises, and any other loss occasioned thereby. Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant's vaults and safes or special security areas (designated in advance), and Landlord shall have the right to use any and all means which Landlord may deem reasonably necessary or proper to open said doors in an emergency, in order to obtain entry to any portion of the Premises, and any entry to the Premises or portions thereof obtained by Landlord by any of said means, or otherwise, shall not be construed to be a forcible or unlawful entry into, or a detainer of, the Premises, or all eviction, actual {2'7 l0 -00 1 42 / 0 I 10261 s ;6} Office Net Lease (10.1) 12 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B or constructive, of Tenant from the Premises or any porlions thereof. At any time within six (6) months prior to the expiration of the Term or following any earlier temrination of this Lease or agreement to terminate this Lease, Landlord shall have the right to erect on the Premises, Building and/or Project a suitable sign indicating that the Premises are available for lease. 15. SERVICES AND UTILITIES A. Provided Tenant shall not be in default hereunder, and subject to the provisions elsewhere herein contained and to the rules and regulations of the Building, Landlord shall fumish to the Premises water for lavatory and drinking purposes and electricify, and heat and air conditioning during Building Business Hours on Business Days, as usually furnished or supplied for use of the Premises for reasonable and normal office use as of the date Tenant takes possession of the Premises as determined by Landlord (but not including above-standard or continuous cooling for excessive heat-generating machines, excess lighting or equipment), and elevator service, which shall rnean service either by nonattended automatic elevators or elevators with attendants, or both, at the option ofLandlord. Tenant acknowledges that Tenant has inspected and accepts the water, electricity, heat and air conditioning and other utilities and services being supplied or furnished to the Premises as of the date Tenant takes possession of the Premises, as being sufficient for use of the Premises for reasonable and normal office use in their present condition, "as is," and suitable for the Pemitted Use, and for Tenant's intended operations in the Premises. Landlord shall provide additional or after-hours heating or air conditioning at Tenant's request (which may be made by either notifying Landlord's property manager in advance (which advance notice shall include the time and duration of the requested after hours service, or which may be manually activated for two hour increments by overriding the thermostat in the Premises), and Tenant shall pay to Landlord, upon demand, a reasonable charge for such seryices as determined by Landlord. As of the date of this Lease, Landlord's charge for after-hours heating, ventilation and air conditioning is $50.00 per hour. Tenant agrees to keep and cause to be kept closed all window covering when necessary because of the sun's position, and Tenant also agrees at all times to cooperate fully with Landlord and to abide by all of the regulations and requirements which Landlord may prescribe for the proper functioning and protection of electrical, heating, ventilating and air conditioning systems. Wherever heat-generating machines, excess lighting or equipment are used in the Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord reseryes the right to install supplementary air conditioning units in the Premises and the cost thereof, including the cost of installation and the cost ofoperation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by Landlord. B. Tenant shall not without written consent of Landlord use any apparatus, equipment or device in the Prernises, including without limitation, computers, electronic data processing machines, copying machines, and other machines, using excess lighting or using electric current, water, or any other resource in excess of or which will in any way increase the amount of electricity, water, or any other resource being fumished or supplied for the use of the Premises for reasonable and normal office use, in each case as of the date Tenant takes possession of the Prernises and as determined by Landlord, or which will require additions or alterations to or interfere with the Building power distribution systems; nor connect with electric cunent, except through existing electrical outlets in the Premises or water pipes, any apparatus, equipment or device for the purpose of using elechical current, water, or any other resource. If Tenant shall require water or electric cunent or any other resource in excess of that being furnished or supplied for the use of the Premises as of the date Tenant takes possession of the Premises (except through existing or future electrical outlets in the Premises), Tenant shall hrstprocure the written consent of Landlord which Landlord may refuse, to the use thereof, and Landlord may cause a special meter to be installed in the Premises so as to rneasure the amount of water, electric current or other resource consumed for any such other use. Tenant shall pay directly to Landlord upon demand as an addition to and separate from payment of Operating Expenses the cost of all such additional resources, energy, utility service and meters (and of installation, maintenance and repair thereof and of any additional circuits or other equipment necessary to fumish such additional resources, energy, utility or service). Landlord may add to the separate or rnetered charge a recovery of additional expense incurred in keeping account of the excess water, electric current or other resource so consumed. Following receipt ofTenant's request to do so, Landlord shall use good faith efforts to restore any service specifically to be provided under Paragraph l5 that becomes unavailable and which is in Landlord's reasonable control to restore; provided, however, that Landlord shall in no case be liable for any damages directly or indirectly resulting from nor shall the Rent or any monies owed Landlord under this Lease herein reserved be abated by reason of: (a) the installation, use or intenuption of use of any equipment used in connection with the furnishing of any such utilities or services, or any change in the character or means of supplying or providing any such utilities or services or any supplier thereof; (b) the failure to fumish or delay in fuinishing any such utilities or services when such failure or delay is caused by acts of God or the elements, labor disfurbances of any character, or otherwise or because of any interruption of service due to Tenant's use of water, electric current or other resource in excess of that being supplied or furnished for the use of the Premises as of the date Tenant takes possession of the Premises; (c) the inadequacy, limitation, curtailment, rationing or restriction on use ofwater, electricity, gas or any other form ofenergy or any other service or utility whatsoever serving the Premises or Project, whether by Law or otherwise; or (d) the partial or total unavailability of any such utilities or services to the Premises or the Building or the diminution in the quality or quantity thereof, whether by Law or {27 t0 -00 I 42 /01 10261 5 ;6} Office Net Lease (10.1)13 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B otherwise; or (e) any intemrption in Tenant's business operations as a result of any such occurrence; nor shall any such occunence constitute an actual or constructive eviction of Tenant or a breach of an implied warranty by Landlord. Landlord shall further have no obligation to protect or preserve any apparatus, equipment or device installed by Tenant in the Premises, including without limitation by providing additional or after-hours heating or air conditioning. Landlord shall be entitled to cooperate voluntarily and in a reasonable manner with the efforts of national, state or local governmental agencies or utility suppliers in reducing energy or other resource consumption. The obligation to make services available hereunder shall be subject to the limitations of any such voluntary, reasonable prograln. In addition, Landlord reserves the right to change the supplier or provider of any such utility or service from time to time. Tenant shall have no right to conh'act with or otherwise obtain any electrical or other such service for or with respect to the Premises or Tenant's operations therein fi'om any supplier or provider of any such seruice. Tenant shall reasonably cooperate with Landlord and any supplier or provider of such services designated by Landlord from time to time to facilitate the delivery of such services to Tenant at the Premises and to the Building and Project, including without limitation allowing Landlord and Landlord's suppliers or providers, and their respective agents and confractors, reasonable access to the Premises for the purpose of installing, maintaining, repairing, replacing or upgrading such service or any equipment or machinery associated therewith. C. Tenant shall pay, upon demand, for all utilities furnished to the Premises, or if not separately billed to or metered to Tenant, Tenant's Proportionate Share of all charges jointly serving the Project in accordance with Paragraph 7. All sums payable under this Paragraph 15 shall constitute Additional Rent hereunder. D. Tenant may contract separately with providers of telecomrnunications or cellular products, systems or services for the Premises, provided, however, that any such provider is subject to Landlord's prior approval. Even though such products, systems or services may be installed or provided by such providers in the Building, in consideration for Landlord's permitting such providers to provide such services to Tenant, Tenant agrees that Landlord and the Landlord Parties shall in no event be liable to Tenant or any Tenant Party for any damages of any nature whatsoever arising out of or relating to the products, systems or services provided by such providers (or any failure, intemrption, defect in or loss of the same) or any acts or omissions of such providers in connection with the same or any interference in Tenant's business caused thereby. Tenant waives and releases all rights and remedies against Landlord and the Landlord Parties that are inconsistent with the foregoing. E. Tenant shall have access to the Building and the Premises for Tenant and its employees 24 hours per day/1 days per week, subject to the terms of this Lease and such security or monitoring systems as Landlord may reasonably impose, including, without limitation, sign-in procedures and/or presentation of identification cards to the extent applicable. L6. SUBORDINATION Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be and is hereby declared to be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Premises andlor the land upon which the Premises and Project are situated, or both; and (b) any mortgage or deed of trust which may now exist or be placed upon the Building, the Project andlot the land upon which the Premises or the Project are situated, or said ground leases or underlying leases, or Landlord's interest or estate in any of said items which is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is rnade for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord provided that Tenant shall not be disturbed in its possession under this Lease by such successor in interest so long as Tenant is not in default under this Lease, Within ten (10) days after request by Landlord, Tenant shall execute and deliver any additional documents evidencing Tenant's attomment or the subordination of this Lease with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the form requested by Landlord or by any ground landlord, moftgagee, or beneficiary under a deed oftrust, subject to such nondisturbance requirement. 17. INTENTIONALLYOMITTED 18. ESTOPPELCERTIFICATE Tenaut agrees from time to time, within ten (10) days after request of Landlord, to deliver to Landlord, or Landlord's designee, an estoppel certiftcate stating that this Lease is in full force and effect, that this Lease has not been modified (or stating all modifications, written or oral, to this Lease), the date to which Rent has been paid, the unexpired portion of this {27 t 0 -00 1 42 I 0 I 1 0261 s ;6} Office Net Lease (10.1)l4 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B Lease, that there are no current defaults by Landlord or Tenant under this Lease (or specifying any such defaults), that the leasehold estate granted by this Lease is the sole interest of Tenant in the Premises and/or the land at which the Premises are situated, and such other matters pertaining to this Lease as may be reasonably requested by Landlord or any mofigagee, beneficiary, purchaser or prospective purchaser of the Building or Project or any interest therein. Failure by Tenant to execute and deliver such cerlificate shall constitute an acceptanca of the estoppel and acknowledgment by Tenant that the statements included are true and correct without exception. Tenant agrees that if Tenant fails to execute and deliver such certificate within such ten (10) day period, Landlord may execute and deliver such certificate on Tenant's behalf and that such certificate shall be binding on Tenant. Landlord and Tenant intend that any statement delivered pursuant to this Paragraph may be relied upon by any mortgagee, beneficiary, purchaser or prospective pwchaser of the Building or Project or any interest therein. The parties agree that Tenaut's obligation to furnish such estoppel certificates in a timely fashion is a rnaterial inducement for Landlord's execution of this Lease, and shall be an event of default (without any cure period that might be provided under Paragraph 26.A,(3) of this Lease) if Tenant fails to fully comply or makes any material rnisstatement in any such certificate. 19. SECURITY DEPOSIT Tenant agrees to deposit with Landlord upon execution of this Lease, a security deposit as stated in the Basic Lease Information (the "Security Deposit"), which sum shall be held and owned by Landlord, without obligation to pay interest, as security for the perfonnance of Tenant's covenants and obligations under this Lease. The Security Deposit is not an advance rental deposit or a measure ofdamages incurred by Landlord in case ofTenant's default. Upon the occutrence ofany event of default by Tenant and expiration or any applicable cure periods, Landlord may from time to time, without prejudice to any other remedy provided herein or by law, use such fund as a credit to the extent necessary to credit against any affears of Rent or other payments due and unpaid to Landlord hereunder, and Tenant shall pay to Landlord, on demand, the amount so applied in order to restore the Security Deposit to its original amount. Although the Security Deposit shall be deemed the propefiy of Landlord, any remaining balance of such deposit shall be returned by Landlord to Tenant at such time after termination of this Lease that all of Tenant's obligations under this Lease have been fulfilled, reduced by such amounts as may be required by this Lease to remedy defaults on the part of Tenant in the payment of Rent or other obligations of Tenant under this Lease. Landlord is hereby granted a security interest in the Security Deposit in accordance with applicable Law. Landlord may use and commingle the Security Deposit with other funds of Landlord. 20. LIMITATION OF TENANT'S REMEDIES NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROJECT, OR (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN THE PROJECT IF THE PROPERTY WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOLTNT EQUAL TO 70% OF THE VALUE OF THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY ruDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD PARTY. FOR PURPOSES HEREOF, "LANDLORD'S INTEREST IN THE PROJECT" SHALL INCLUDE RENTS DUE FROM TENANTS, INSURANCE PROCEEDS AND PROCEEDS FROM THE SALE OF THE PROJECT (PRIOR TO THE DISTRIBUTION OF THE SAME TO ANY PARTNER OR SHAREHOLDER OF LANDLORD OR ANY THIRD PARTY) PROVIDED, HOWEVER, THAT WITH RESPECT TO PROCEEDS FROM THE SALE OF THE PROJECT, LANDLORD'S LIABILITY SHALL EXTEND ONLY TO ADruDICATED CLAIMS WHICH ARISE DURING LANDLORD'S PERIOD OF OWNERSHIP AND DURING THE TERM OF THE LEASE BUT ONLY AFTERLANDLORD FIRST APPLIES ANY SUCH SALE PROCEEDS TO ANY OUTSTANDING MORTGAGES AND/OR ANY OTI{ER ENCLMBRANCES EXISTING UPON OR OTHERWISE AFFECTING THE PROJECT AND ANY TAX LIABILITY RESPECTING THE BUILDING. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, NEITHER LANDLORD NOR TENANT SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR, AND EACH HEREBY RELEASES THE OTHER FROM ALL LIABILITY FOR, CONSEQUENTIAL DAMAGES AND INJURY OR DAMAGE TO, OR INTERI'ERENCE WITH, THE OTHER PARTY'S BUSINESS, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR LOSS OF USE, IN EACH CASE HOWEVER OCCURzuNG, OTHER THAN THOSE CONSEQUENTIAL DAMAGES INCURRED BY LANDLORD IN CONNECTION WITH A HOLDOVER IN THE PREMISES BY TENANT AFTER THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE AS DESCRIBED IN PARAGRAPH 25 BELOW OR INCURRED BY LANDLORD IN CONNECTION WITH FAILURE BY TENANT TO COMPLY WITH THE TERMS OF PARAGRAPH 4.D OF THIS LEASE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND ANY MORTGAGEE(S) OF LANDLORD WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT. ANY LIEN OBTAINED TO ENFORCE ANY SUCH JUDGMENT AND ANY LEVY OF EXECUTION THEREON SHALL BE SUBJECT AND SUBORDINATE TO ANY LIEN, MORTGAGE OR DEED OF TRUST ON THE PROJECT. UNDER NO {2'7 10 -00 t 42 lol I 026 | s ;61 Office Net Lease (10.1) 15 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B CIRCUMSTANCES SHALL TENANT HAVE THE RIGHT TO OFFSET AGAINST OR RECOUP RENT OR OTHER PAYMENTS DUE AND TO BECOME DUE TO LANDLORD HERET]NDER EXCEPT AS EXPRESSLY PROVIDED IN THIS LEASE, WHICH RENT AND OTHER PAYMENTS SHALL BE ABSOLUTELY DUE AND PAYABLE HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF. TENANT HEREBY WAIVES AND AGREES NOT TO PURSUE OR CLAIM ANY EXCUSE OR OFFSET TO TENANT'S OBLIGATIONS UNDER THIS LEASE BASED ON THE DOCTRINES OF IMPOSSIBILITY, IMPRACTICALITY, FRUSTRATION OF CONTRACT, FRUSTRATION OF PURPOSE, OR OTHER SIMILAR LEGAL PRINCIPLES. 2I. ASSIGNMENT AND SUBLETTING A.(1) General. This Lease has been negotiated to be and is granted as an accommodation to Tenant. Accordingly, this Lease is personal to Tenant, and Tenant's rights granted hereunder do not include the right to assign this Lease or sublease the Premises, or to receive any excess, either in installments or lump sum, over the Rent which is expressly reserved by Landlord as hereinafter provided, except as otherwise expressly hereinafter provided. Tenaut shall not assign or pledge this Lease or sublet the Premises or any part thereof, whether voluntarily or by operation of law, or permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant, or suffer or permit any such assignment, pledge, subleasing or occupancy, without Landlord's prior written consent except as provided herein. If Tenant desires to assign this Lease or sublet any or all of the Premises, Tenant shall give Landlord written notice (the "Transfer Notice") at least thirty (30) days prior to the anticipated effective date of the proposed assignment or sublease, which shall contain all of the information reasonably requested by Landlord to address Landlord's decision criteria specified hereinafter, Landlord shall then have a period of fifteen (15) days following receipt of the Transfer Notice to notify Tenant in writing that Landlord elects (i) to consent to the proposed assignment or sublease, subject, however, to Landlord's prior written consent of the proposed assignee or subtenant and of any related documents or agreements associated with the assigmnent or sublease, or (ii) to disapprove the proposed assignment or sublease. Landlord's consent to a proposed assignment or sublease shall not be unreasonably withheld or delayed. Consent to any assignment or subletting shall not constitute consent to any subsequent transaction to which this Paragraph 2l applies. (2) Conditions of Landlordos Consent. Without limiting the other instances in which it may be reasonable for Landlord to withhold Landlord's consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold Landlord's consent in the following instances: if the proposed assignee does not agree to be bound by and assume the obligations of Tenant under this Lease in form and substance satisfactory to Landlord; the use of the Premises by such proposed assignee or subtenant would not be a Permitted Use or would violate any exclusivity or other arrangement which Landlord has with any other tenant or occupant or any Law or would increase the Parking Density of the Building or Project, or would otherwise result in an undesirable tenant mix for the Project as determined by Landlord; the proposed assignee or subtenant is not of sound financial condition as determined by Landlord in Landlord's sole discretion; the proposed assignee or subtenant is a governmental agency; the proposed assignee or subtenant does not have a good reputation as a tenant ofproperty or a good business reputation; the proposed assignee or subtenant is a person with whom Landlord is negotiating to lease space in the Project or is a present tenant of the Project; the assignment or subletting would entail any Alterations which would lessen the value of the leasehold improvements in the Premises or use of any Hazardous Materials or other noxious use or use which may disturb other tenants of the Project; or Tenant is in default of any obligation of Tenant under this Lease, or Tenant has defaulted under this Lease on three (3) or more occasions during any twelve (12) rnonths preceding the date that Tenant shall request consent. Failure by or refusal of Landlord to consent to a proposed assignee or subtenant shall not cause a tennination ofthis Lease. At the option of Landlord, a surrender and termination of this Lease shall operate as an assigmnent to Landlord of some or all subleases or subtenancies. Landlord shall exercise this option by giving notice ofthat assignment to such subtenants on or before the effective date of the surrender and termination. In connection with each request for assignment or subletting, Tenant shall pay, at the time Tenant requ€sts consent, Landlord Landlord's Assignment and Subletting Fee set forth in the Basic Lease Information for approving such requests. Tenant shall also pay upon demand, all costs incumed by Landlord or any mortgagee or ground lessor in approving each such request and effecting any such transfer, including, without limitation, reasonable attorneys' fees (such costs, together with the Assignment and Subletting Fee, shall be referred to herein as the "Review Reimbursement"). The Review Reimbursement shall be due and payable whether or not consent is granted. B. Bonus Rent. Fifty percent (50%) of any Rent or other consideration realized by Tenant under any such sublease or assignment in excess of the Rent payable hereunder shall be paid to Landlord. In any subletting or assignment undertaken by Tenant, Tenant shall diligently seek to obtain the maximum rental amount available in the marketplace for comparable space available for prirnary leasing. {2'7 | 0 -00 | 42 /0 1 t 0261 5 ;6} Office Net Lease (10.1)16 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B C. Corporation. If Tenant is a corporation, a transfer of corporate shares by sale, assignment, bequest, inheritance, operation of law or other disposition (including such a transfer to or by a receiver or trustee in federal or state bankruptcy, insolvency or other proceedings) resulting in a change in the present control of such corporation or any of its parent corporations by the person or persons owning a majority ofsaid corporate shares, shall constitute an assignment for purposes of this Lease. D. Unincorporated Entity. If Tenant is a parlnership, joint venture, unincorporated limited liability company or other unincorporated business form, a transfer of the interest of persons, firms or entities responsible for rnanagerial control of Tenant by sale, assignment, bequest, inheritance, operation of law or other disposition, so as to result in a change in the present conhol ofsaid entity andlor ofthe underlying beneficial interests ofsaid entity and/or a change in the identity ofthe persons responsible for the general credit obligations of said entity shall constitute an assignment for all purposes of this Lease. E. Liability. No assignment or subletting by Tenant, permitted or otherwise, shall relieve Tenant of any obligation under this Lease or any guarantor of this Lease of any liability under its guaranty or alter the primary liability of the Tenant named herein for the payment of Rent or for the performance of any other obligations to be performed by Tenant, including obligations contained in Paragraph 25 with respect to any assignee or subtenant. Landlord may collect rent or other amounts or any portion thereof from any assignee, subtenant, or other occupant of the Premises, permitted or otherwise, and apply the net rent collected to the Rent payable hereunder, but no such collection shall be deemed to be a waiver of this Paragr aph 21 , or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of the obligations of Tenant under this Lease or of any guarantor. Any assignment or subletting which conflicts with the provisions hereofshall be void. F. Permitted Transfer. So long as Tenant is not entering into the Permitted Transfer (as defined below) for the pu{pose of avoiding or otherwise circumventing the remaining terms of this Paragraph 21, Tenant may assign its entire interest under this Lease, without the consent of Landlord, to (a) an affiliate, subsidiary, or parent of Tenant, or a corporation, partnership or other legal entity wholly owned by Tenant (collectively, an "Affiliated Party"), or (b) a successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the following conditions are satisfied (each such transfer a "Permitted Transfer" and any such assignee or sublessee of a Permitted Transfer, a "Permitted Transferee"): (i) Tenant is not in default under this Lease; (ii) the Pemitted Use does not allow the Premises to be used for anything other than the Permitted Use; (iii) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed Pennitted Transfer; (iv) with respect to a proposed Permitted Transfer to an Affiliated Party, Tenant continues to have a net worth equal to or greater than Tenant's net worth at the date of this Lease; and (v) with respect to a purchase, merger, consolidation or reorganization or any Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, (A) Tenant's successor shall own all or substantially all ofthe assets ofTenant, and (B) Tenant's successor shall have a net worth which is at least equal to the greater of Tenant's net worth at the date of this Lease or Tenant's net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization. Tenant's notice to Landlord shall include information and documentation showing that each of the above conditions has been satisfied. If requested by Landlord, Tenant's successor shall sign a commercially reasonable form of assumption agreement. As used herein, (1) "parent" shall mean a company which owns a majority of Tenant's voting equity; (2) "subsidiary" shall mean an entity wholly owned by Tenant or at least fifty-one percent (51 %) of whose voting equity is owned by Tenant; and (3) "affiliate" shall mean an entity controlled, controlling or under common control with Tenant. 22. AUTHORITY Landlord represents and warrants that it has full right and authority to enter into this Lease and to perfonn all of Landlord's obligations hereunder and that all persons signing this Lease on its behalf are authorized to do. Tenant and the person or persons, if any, signing on behalf of Tenant, jointly and severally repres€nt and warrant that Tenant has full right and authority to enter into this Lease, and to perform all ofTenant's obligations hereunder, and that all persons signing this Lease on its behalfare authorized to do so. Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or beneficial interest whatsoever in Tenant, are (i) the target ofany sanctions program that is established by Executive Order ofthe President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury ("OFAC"); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App, g 5, the Intemational Emergency Economic Powers Act, 50 U.S.C. S$ 1101-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23,2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: "List of Specially Designated Nationals and Blocked Persons." If the foregoing representation is untrue at any time during the Term, Tenant shall immediately notifu Landlord. {27 1 0 -00 | 42 / 01 t 0261 s ;6} Office Net Lease (10.1)17 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B Landlord represents that it is not suspended, debared, or proposed for debannent, otherwise included in the System for Award Management C'SAM') Exclusions, or declared ineligible by any federal agency or state government agency. Landlord agrees to notifu Tenant immediately upon learning that it, or any of its affiliates or subcontractors, has been proposed for suspension, debarment, any other exclusion record in SAM, or any declaration of ineligibility by any federal agency or state governm€nt agency. 23. CONDEMNATION A. Condemnation Resulting in Termination. If the whole or any substantial part of the Premises should be taken or condemned for any public use under any Law, or by right of eminent domain, or by private purchase in lieu thereof, and the taking would prevent or materially interfere with the Permitted Use of the Premises, either party shall have the right to terminate this Lease at its option. In such event, the Rent shall be abated during the unexpired portion of this Lease, effective when the physical taking of said Premises shall have occurred. B. Condemnation Not Resulting in Termination. If a portion of the Project of which the Premises are a part should be taken or condemned for any public use under any Law, or by right of eminent domain, or by private purchase in lieu thereof, and the taking prevents or materially interferes with the Permitted Use of the Premises, and this Lease is not terminated as provided in Paragraph 23.A. above, the Rent payable hereunder during the unexpired portion of this Lease shall be reduced, beginning on the date when the physical taking shall have occurred, to such amount as may be fair and reasonable under all of the circumstances, but only after giving Landlord credit for all sums received or to be received by Tenant by the condemning authority. Notwithstanding anything to the contrary contained in this Paragraph, if the ternporary use or occupancy of any part of the Premises shall be taken or appropriated under power of eminent domain during the Term, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent payable hereunder by Tenant during the Term; in the event of any such temporary appropriation or taking, Tenant shall be entitled to receive that portion of any award which represents compensation for the use of or occupancy of the Premises during the unexpired Term. C. Award. Landlord shall be entitled to (and Tenant shall assign to Landlord) any and all payment, income, rent, award or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance and Tenant shall have no claim against Landlord or otherwise for any sums paid by virtue of such proceedings, whether or not attributable to the value of any unexpired portion of this Lease, except as expressly provided in this Lease. Notwithstanding the foregoing, any colnpensation specifically and separately awarded Tenant for Tenant's personal property and moving costs, shall be and remain the property of Tenant. D. Waivers. Each party waives the provisions of any statute allowing either party to petition the superior court to terminate this Lease as a result of a partial taking. Notwithstanding anything herein to the contrary, however, a regulatory action, ordinance or applicable Laws limiting or temporarily prohibiting Tenant's right to enter or use the Premises or the Building shall not be construed as a taking or appropriation hereunder and Tenant shall have no right to rent abatement as a result thereof, 24. CASUALTYDAMAGE A. General. If the Premises or Building should be damaged or destroyed by fire, tornado, flood, earthquake or other casualty (collectively, "Casualty"), Landlord or Tenant shall give immediate written notice thereof to the other Pafty, as the case may be. Within thity (30) days after such notice, Landlord shall notifr Tenant whether in Landlord's estimation material restoration of the Premises can reasonably be made within one hundred eighty (180) days from the date of such notice and receipt of required permits for such restoration. Landlord's determination shall be binding on Tenant. B. Within 180 Days. If the Premises or Building should be damaged by Casualty to such extent that material restoration can in Landlord's estimation be reasonably completed within one hundred eighty (180) days after the date of such notice and receipt of required permits for such restoration, this Lease shall not terminate. Provided that insurance proceeds are received by Landlord to repair the damage, Landlord shall proceed to rebuild and repair the Premises diligently and in the manner determined by Landlord, except that Landlord shall not be required to rebuild, repair or replace any pafi of any Alterations which may have been placed on or about the Premises or paid for by Tenant. If the Premises are untenantable in whole or in part following such damage, the Rent payable hereunder during the period in which they are untenantable shall be abated proportionately, but only to the extent the Premises are unfit for occupancy. C. Greater than 180 Days. If the Premises or Building should be damaged by Casualty to such extent that rebuilding or repairs cannot in Landlord's estimation be reasonably completed within one hundred eighty (180) days after the date of {27 1 0 -00 I 42 /01 1 0261 s ;6} Office Net Lease (10.1)18 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B such notice and receipt of required permits for such rebuilding or repair, then Landlord shall have the option of either: (l) terminating this Lease effective upon the date of the occurrence of such damage, in which event the Rent shall be abated during the unexpired portion of this Lease; or (2) electing to rebuild or repair the Premises diligently and in the manner determined by Landlord. Landlord shall notifu Tenant of its election within thirty (30) days after Landlord's receipt of notice of the damage or destruction. Notwithstanding the above, Landlord shall not be required to rebuild, repair or replace any part of any Alterations which may have been placed, on or about the Premises or paid for by Tenant. If the Premises are untenantable in whole or in part following such damage, the Rent payable hereunder during the period in which they are untenantable shall be abated proporlionately, but only to the extent the Premises are unfit for occupancy. D. Tenant's Fault. Notwithstanding anything herein to the contrary, to the extent the Prernises or any other porlion of the Building are damaged by Casualfy resulting from the fault, negligence, or breach of this Lease by Tenant or any of Tenant's Parties, Base Rent and Additional Rent shall not be diminished during the repair of such damage and Tenant shall be liable to Landlord for the cost and expense ofthe repair and restoration ofthe Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. E. Insurance Proceeds. Notwithstanding anything herein to the contrary, if the Premises or Building are damaged or destroyed and are not fully covered by the insurance proceeds received by Landlord or if the holder of any indebtedness secured by a mortgage or deed of tnrst covering the Premises requires that the insurance proceeds be applied to such indebtedness, then in either case Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Landlord that said damage or destruction is not fully covered by insurance or such requirement is made by any such holder, as the case may be, whereupon this Lease shall terminate. F. Tenant's Personal Property. In the event of any damage or destruction of the Premises or the Building, under no circumstances shall Landlord be required to repair any injury or damage to, or make any repairs to or replacements of, Tenant's personal propefy. G. Waiver. This Paragraph24 shall be Tenant's sole and exclusive remedy in the event of damage or deshuction to the Premises or the Building. As a material inducement to Landlord entering into this Lease, Tenant hereby waives any rights it may have under any law, statute or ordinance now or hereafter in effect or also with respect to any destruction of the Premises, Landlord's obligation for tenantability of the Premises and Tenant's right to make repairs and deduct the expenses ofsuch repairs. 25. HOLDING OVER Unless Landlord expressly consents in writing to Tenant's holding over, Tenant shall be unlawfully and illegally in possession of the Premises, whether or not Landlord accepts any rent from Tenant or any other person while Tenant remains in possession of the Premises without Landlord's written consent. If Tenant shall retain possession of the Premises or any portion thereof without Landlord's consent following the expiration of this Lease or sooner termination for any reason, then Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to (a) l25o/o of the Base Rent and l00o/o of Additional Rent due for the period immediately preceding the holdover during the first 90 days of such holding over, and (b) commencing as of the 9 1 st day of such holding over, I 50oh of the Base Rent and 1 00% of Additional Rent due for the period immediately preceding the holding over. In addition to the payment of the amounts provided above, if Tenant fails to vacate the Premises within thirty (30) days after Landlord notifies Tenant that Landlord has entered into a lease or other agreement for all or any portion ofthe Premises or has received a bona fide offer to lease, license or otherwise use all or any portion of the Premises, and that Landlord will be unable to deliver possession, or perform improvements, due to Tenant's holdover, Tenant shall also indemnifli, defend, protect and hold Landlord harmless from any loss, liability or cost, including consequential and incidental damages and reasonable attorneys' fees, incurred by Landlord resulting from delay by Tenant in surrendering the Premises, including, without limitation, any claims made by the succeeding tenant founded on such delay. Acceptance of Rent by Landlord following expiration or earlier termination of this Lease, or following demand by Landlord for possession of the Premises, shall not constitute a renewal of this Lease, and nothing contained in this Paragtaph 25 shall waive Landlord's right of reenhy or any other right. Additionally, if upon expiration or earlier termination of this Lease, or following demand by Landlord for possession of the Premises, Tenant has not fulfilled its obligation with respect to repairs and cleanup of the Premises or any other Tenant obligations as set forth in this Lease, then Landlord shall have the right to perform any such obligations as it deems necessary at Tenant's sole cost and expense, and any time required by Landlord to complete such obligations shall be considered a period of holding over and the terms of this Paragraph 25 shall apply. The provisions of this Paragraph 25 shall survive any expiration or earlier termination of this Lease. t27 l0-00t42 /01 1026 I 5 ;6) Office Net Lease (10.1)l9 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B 26. DEF'AULT A.Events of Default. The occunence of any of the following shall constitute an event of default on the part of Tenant: (1) Abandonment. Abandonment or vacation of the Premises for a continuous period in excess of thirty (30) days. (2) Nonpayment of Rent. Failure to pay any installment of Rent or any other amount due and payable hereunder within ten (10) days following written notice from Landlord that the same is past due. (3) Other Obligations. Failure to perform any obligation, agreement or covenant under this Lease other than those matters specified in subparagraphs (l) and (2) of this Paragraph 26.A., and in Paragraphs 8, 16, 18 and 25, such failure continuing for thirly (30) days after written notice of such failure, as to which time is of the essence. (4) General Assignment. A general assignment by Tenant for the benefit of creditors (5) Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of an involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a period of thirty (30) days. If under applicable law, the hustee in bankruptcy or Tenant has the right to aff,rrm this Lease and continue to perfonn the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance ofthis Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease. (6) Receivership. The employment of a receiver to take possession of substantially all of Tenant's assets or Tenant's leasehold of the Premises, if such appointment remains undismissed or undischarged for a period of fifteen (15) days after the order therefor. (7) Attachment. The attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or Tenant's leasehold of the Premises, if such attachment or other seizure remains undisrnissed or undischarged for a period offifteen (15) days after the levy thereof. (8) Insolvency. The admission by Tenant in writing of its inability to pay its debts as they become due. B. Remedies Upon Default. Upon the occurrence of any events of default beyond applicable notice and cure periods described in Paragraph 26A of this Lease, Landlord may, at any time without waiving or limiting any other right or remedy, do any one or more of the following: (i) re-enter and take possession of the Premises without terminating this Lease, or (ii) terminate this Lease, and (iii) pursue any remedy allowed by law or equiry. Nothing in this Paragraph 26.8 shall relieve Landlord of any duty to exercise its reasonable efforts to mitigate its damages, as required by Law. (1) Terminate Lease. In the event Landlord elects to terminate this Lease, Landlord shall be additionally entitled to recover from Tenant: (i) the award by a court having jurisdiction thereof of the amount by which the unpaid rent and other charges and adjustments called for herein for the balance of the term after the time of such award exceeds the amoullt of such loss for the same period that Tenant proves could be reasonably avoided and (ii) that portion of any leasing commission and tenant improvements costs paid by Landlord applicable to the unexpired term ofthe Lease. (2) Tenant Payment of Costs. Whether Landlord has elected to terminate this Lease or not, Tenant agrees to pay Landlord the cost of recovering possession of the Premises, the expenses of reletting, and any other costs or darnages arising out of the default, including without limitation the costs of removing persons and property from the Premises, the costs of preparing or altering the Premises for reletting, broker's commissions, and attorneys' fees. (3) No Termination. No re-entry or taking possession of the Premises by Landlord pursuant to this Section 21, or acceptance of Tenant's keys to or surrender of the Premises shall be construed as an election to terminate this Lease unless a written notice of such intention is given to Tenant. Nofwithstanding any reentry or termination, the liability of Tenant for the Rent shall continue for the balance of the Term, and Tenant shall make good to Landlord any deficiency arising from reletting the Premises at a lesser rent than the Rent provided for in this Lease. Tenant shall pay such deficiency each month as the amount thereof is ascefiained by Landlord. (4) Landlord Election to Make Tenant Advances. If Tenant shall fail to pay any sum of money owed to any party other than Landlord, for which Tenant is liable under this Lease, or ifTenant shall fail to perform any other act {27 10 -00 I 42 /0t 10261 s ;6} Office Net Lease (10.1) 20 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B on its part to be performed hereunder, and such failure continues beyond applicable notice and cure period, Landlord may, without waiving or releasing Tenant from its obligations or waiving or releasing any rights that Landlord may have, make any such payment or perform any other act to be made or perfonned by Tenant. All sums so paid by Landlord and all necessary incidental costs, together with interest thereon at the Applicable Interest Rate fiom the date of such payment by Landlord, shall be deemed additional Rent and shall be paid to Landlord on dernand. (5) Cumulative Remedies. No remedy or election under this Lease shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity (6) Increased Security Deposit. If Tenant is in default under Paragraph 26.A.(2) hereof and such default remains uncured for ten (10) days after such occurrence or such default occurs more than three times in any twelve (12) rnonth period, Landlord may require that Tenant provide or increase the Security Deposit to the amount of three times the current month's Rent at the time of the most recent default. C. Late Charge. In addition to its other remedies, Landlord shall have the right without notice or demand to add to the amount of any payment required to be made by Tenant hereunder, and which is not paid and received by Landlord on or before the ftrst day of each calendar month, an amount equal to an amount equal to five percent (5%) of the delinquent amount, or $ 150.00, whichever amount is greater, for each month or portion thereof that the delinquency remains outstanding to compensate Landlord for the loss of the use of the amount not paid and the administrative costs caused by the delinquency, the parties agreeing that Landlord's damage by virrue of such delinquencies would be extremely difficult and impracticable to compute and the amount stated herein represents a reasonable estirnate thereof. Any waiver by Landlord of any late charges or failure to claim the same shall not constitute a waiver of other late charges or any other rernedies available to Landlord. D. Interest. Interest shall accrue on all sums not paid when due herennder at the lesser of ten percent ( 1 0%) per annum or the maximum interest rate allowed by law ("Applicable Interest Rate") from the due date until paid in full. E. Replacement of Statutory Notice Requirements. When this Lease requires service of a notice, that notice shall replace rather than supplement any equivalent or sirnilar stafutory notice. When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Lease) in the manner required by this Paragraph 26 shall replace and satisfy the statutory service-of-notice procedures. 27. LIENS Tenant shall at all times keep the Premises and the Project free from liens arising out of or related to work or services performed, materials or supplies furnished or obligations incurred by or on behalf of Tenant or in connection with work made, suffered or done by or on behalf of Tenant in or on the Premises or Project. If Tenant shall not, within ten (10) business days following the imposition of any such lien, cause the same to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as Landlord shall deem proper, including payment of the claim giving rise to such lien. All sums paid by Landlord on behalf of Tenant and all expenses incurred by Landlord in connection therefor shall be payable to Landlord by Tenant on demand with interest as Additional Rent. Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or required by law, or which Landlord shall deern proper, for the protection of Landlord, the Premises, the Project and any other party having an interest therein, from mechanics' and materialmen's liens, and Tenant shall give Landlord not less than ten (10) business days prior written notice of the commencement of any work in the Premises or Project which could lawfully give rise to a claim for mechanics' or materialmen's liens to permit Landlord to post and record a timely notice of non-responsibility, as Landlord may elect to proceed or as the law may from time to time provide, for which pu{pose, if Landlord shall so determine, Landlord may enter the Premises. Tenant shall not remove any such notice posted by Landlord without Landlord's consent, and in any event not before completion of the work which could lawfully give rise to a claim for mechanics' or materialmen's liens. Tenant hereby grants Landlord a security interest, and this Lease constitutes a security agreement, within the meaning of and pursuant to the Uniform Commercial Code of the state in which the Premises are situated as to all of Tenant's property situated in, or upon, or used in connection with the Premises (except merchandise sold in the ordinary course of business) as security for all of Tenant's obligations hereunder, including, without limitation, the obligation to pay rent. Such personalty thus encumbered includes specifically all trade and other hxtures for the purpose of this Paragraph and inventory, equipment, contract rights, accounts receivable and the proceeds thereof. In order to perfect such security interest, Tenant shall execute such financing statements and file the same at Tenant's expense at the state and county Uniform Commercial Code filing offices as often as Landlord in its discretion shall require. {27 I 0 -00 t 42 / 0 t t 0261 5 ;6} Office Net Lease (10.1)2l DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B 28. INTENTIONALLYOMITTDD 29. TRANSFERSBYLANDLORI) In the event of a sale or conveyance by Landlord of the Building or a foreclosure by any creditor of Landlord, the same shall operate to release Landlord from any liability upon any ofthe covenants or conditions, express or implied, herein contained in favor ofTenant, to the extent required to be performed after the passing oftitle to Landlord's successor-in-interest. In such event, Tenant agrees to look solely to the responsibility of the successor-in-interest of Landlord under this Lease with respect to the performance of the covenants and duties of "Landlord" to be performed after the passing of title to Landlord's successor-in-interest. This Lease shall not be affected by any such sale and Tenant agrees to attom to the purchaser or assignee. Landlord's successor(s)-in-interest shall not have liability to Tenant with respect to the failure to perform any of the obligations of "Landlord," to the extent required to be performed prior to the date such successor(s)-in-interest became the owner of the Building. 30. RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant as provided herein. If Tenant shall fail to pay any sum of money, other than Base Rent, required to be paid by Tenant hereunder or shall fail to perform any other act on Tenant's part to be performed hereunder, including Tenant's obligations under Paragraph 11 hereof, and such failure shall contintre for fifteen (15) days after notice thereofby Landlord, in addition to the other rights and remedies of Landlord, Landlord may make any such payment and perform any such act on Tenant's part. In the case of an emergency, no prior notification by Landlord shall be required. Landlord may take such actions without any obligation and without releasing Tenant from any of Tenant's obligations. All sums so paid by Landlord and all incidental costs incurred by Landlord and interest thereon at the Applicable Interest Rate, from the date of payment by Landlord, shall be paid to Landlord on demand as Additional Rent. 31. WAIVER If either Landlord or Tenant waives the performance of any term, covenant or condition contained in this Lease, such waiver shall not be deemed to be a waiver of any subsequent breach of the same or any other tem, covenant or condition contained herein, or constitute a course of dealing contrary to the expressed terms of this Lease. The acceptance of Rent by Landlord (including, without limitation, through any "lockbox") shall not constitute a waiver of any preceding breach by Tenant of any tem, covenant or condition of this Lease, regardless of Landlord's knowledge of such preceding breach at the time Landlord accepted such Rent. Failure by Landlord or Tenant to enforce any ofthe terms, covenants or conditions ofthis Lease for any length of time shall not be deemed to waive or decrease the right of Landlord or Tenant to insist thereafter upon strict perfonnance by the other party. Waiver of any term, covenant or condition contained in this Lease may only be made by a written docurnent signed by the waiving party, based upon full knowledge of the circumstances. 32. NOTICES Each provision of this Lease or of any applicable govemmental laws, ordinances, regulations and other requirements with reference to sending, mailing, or delivery of any notice or the making of any payment by Landlord or Tenant to the other shall be deemed to be complied with when and if the following steps are taken: A. Rent. All Rent and other payments required to be made by Tenant to Landlord hereunder shall be payable to Landlord at Landlord's Remittance Address set forth in the Basic Lease Information, or at such other address as Landlord may specify from time to time by wriften notice delivered in accordance herewith. Tenant's obligation to pay Rent and any other amounts to Landlord under the terms of this Lease shall not be deemed satisfied until such Rent and other amounts have been actually received by Landlord. B. Other. All notices, demands, consents and approvals which may or are required to be given by either party to the other hereunder shall be in writing and either personally delivered, sent by commercial overnight courier, mailed, cerlified or registered, postage prepaid with confirmed receipt (and with an original sent by commercial overnight courier), and in each case addressed to the party to be notihed at the Notice Address for such party as specified in the Basic Lease Information or to such other place as the parly to be notified may from time to time designate by at least fifteen (15) days notice to the notifuing party. Notices shall be deemed served upon receipt or refusal to accept delivery. Tenant appoints as its agent to receive the service of all default notices and notice of commencement of unlawful detainer proceedings the person in charge of or apparently in charge of occupying the Prernises at the time, and, if there is no such person, then such service may be made by attaching the same on the main entrance of the Premises. {27 I 0 -00 1 42 /0 I 1 0261 s ;6} Office Net Lease (10.1)22 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B C. Required Notices. Tenant shall immediately notifu Landlord in writing of any notice of a violation or a potential or alleged violation of any Law that relates to the Premises or the Project, or of any inquiry, investigation, enforcement or other action that is instituted or threatened by any govemmental or regulatory agency against Tenant or any other occupant of the Premises, or any claim that is instituted or threatened by any third party that relates to the Premises or the Project. 33. ATTORNEYS'FEES If Landlord places the enforcement of this Lease, or any part thereof, or the collection of any Rent due, or to become due hereunder, or recovery of possession of the Premises in the hands of an attorney, Tenant shall pay to Landlord, upon demand, Landlord's reasonable attorneys' fees and court costs, whether incurred without trial, at trial, appeal or review. In any action which Landlord or Tenant brings to enforce its respective rights hereunder, the unsuccessful party shall pay all costs incurred by the prevailing party including reasonable attorneys' fees, to be fixed by the court, and said costs and attomeys' fees shall be a part of the judgment in said action. 34. SUCCESSORS AND ASSIGNS This Lease shall be binding upon and inure to the benefit of Landlord, its successors and assigns, and shall be binding upon and inure to the beneftt of Tenant, its successors, and to the extent assignment is approved by Landlord as provided hereunder, Tenant's assigns. 35. T'ORCE MAJEURE Except for Rent and other monetary obligations payable pursuant to the terms of this Lease (which shall not be extended or excused for any reason or under any circumstance), any prevention, delay, or stoppage that is unable to be foreseen and prevented due to sh'ikes, lockouts, labor disputes, acts of God or Nature, inability to obtain labor or materials or reasonable substifutes therefore, govemmental restrictions, govemmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage, provided, however, that the parfy claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any event, (a) provide written notice to the other party of the nature and extent of the event; and (b) use commercially reasonable efforts to remove the force majeure event and resume performance under this Lease as soon as reasonably practicable. 36. SURRENDEROF'PREMISES Tenant shall, upon expiration or sooner termination of this Lease, sunender the Premises to Landlord in the same condition as existed on the date Tenant originally took possession thereof, including, but not limited to, all interior walls cleaned, all interior painted surfaces repainted in the original color, all holes in walls repaired, all carpets shampooed and cleaned, and all floors cleaned, waxed, and free of any Tenant-introduced marking or painting, all to the reasonable satisfaction of Landlord. Tenant shall remove all of its debris from the Project. At or before the time of surrender, Tenant shall comply with the terms of Paragraph 12.A. hereof with respect to Alterations to the Premises and all other matters addressed in such Paragraph. If the Premises are not so surrendered at the expiration or sooner termination of this Lease, the provisions of Paragraph 25 hereof shall apply. All keys to the Premises or any part thereof shall be surrendered to Landlord upon expiration or sooner termination of the Term. Tenant shall give written notice to Landlord at least thirty (30) days prior to vacating the Premises and shall meet with Landlord for a joint inspection of the Premises at the time of vacating, but nothing contained herein shall be construed as an extension ofthe Term or as a consent by Landlord to any holding over by Tenant. In the event ofTenant's failure to give such notice or participate in such joint inspection, Landlord's inspection at or after Tenant's vacating the Premises shall conclusively be deemed correct for purposes of determining Tenant's responsibility for repairs and restoration. Any delay caused by Tenant's failure to cany out its obligations under this Paragraph 36 beyond the term hereof, shall constifute unlawful and illegal possession of Prernises under Paragraph 25 hereof. 37. PARKING So long as Tenant is occupying the Premises, Tenant and Tenant's Parties shall have the right to use up to the number of parking spaces, ifany, specified in the Basic Lease Information on an unreserved, nonexclusive, first come, first served basis, for passenger-size automobiles, in the parking areas in the Project designated from time to time by Landlord for use in common by tenants of the Building. The parking rights granted under this Paragraph 37 are personal to Tenant and are not transferable except upon the express written consent ofLandlord. {27 t0 -00 t 42 I 0 t 1 0261 s ;6} Office Net Lease (10.1)LJ DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B Tenant may request additional parking spaces from time to time and if Landlord in its sole discretion agrees to make such additional spaces available for use by Tenant, such spaces shall be provided on a rnonth-to-month unreserved and nonexclusive basis (unless otherwise agreed in writing by Landlord), and subject to such parking charges as Landlord shall detetmine, and shall otherwise be subject to such terms and conditions as Landlord may require. Tenant shall at all times comply and shall cause all Tenant's Parlies and visitors to comply with all Laws and any rules and regulations established frorn time to time by Landlord relating to parking at the Project, including any keycard, sticker or other identification or entrance system, and hours of operation, as applicable; provided that Landlord provide Tenant with not less than thirty (30) days advance notice thereofand that any such change (i) shall not require Tenant to pay additional Rent, (ii) shall not materially adversely affect Tenants rights and obligations under the Lease, and (iii) shall be applied equitably to all tenants of the Building. EXCEPT TO THE EXTENT PROVIDED HEREIN OR DUE TO LANDLORD'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR F'RAUD OR BREACH OF TIIIS LEASE, LANDLORD SHALL NOT BE LIABLE FOR ANY LOSS, INJURY OR DAMAGE TO PERSONS USING THE PARKING F'ACILITY OR AUTOMOBILES OR OTHER PROPERTY THEREIN,IT BEING AGREED THAT, TO THE F'ULLEST EXTENT PERMITTED BY LAW, THE USE OF THE SPACES SHALL BE AT THE SOLE RISK OF TENANT AND TENANT'S PARTIES. WITHOUT LIIUITING THE FOREGOING, EXCEPT TO THE EXTENT PROVIDED HEREIN OR DUE TO LANDLORD'S GROSS NEGLIGENCE, WILLF'UL MISCONDUCT OR F'RAUD OR BREACH OF'THIS LEASE, TENANT TIEREBY VOLUNTARILY RELEASES, DISCHARGES, WAIVES AND RELINQUISHES ANY AND ALL ACTIONS OR CAUSES OF ACTION FOR PERSONAL INJURY OR PROPERTY DAMAGE OCCURRING TO TENANT ARISING AS A RESULT OF PARKING IN THE PARKING FACILITY, OR ANY ACTryITIES INCIDENTAL THERETO, WHEREVER OR HOWEVER THE SAME MAY OCCUR, AND FURTHER AGREES THAT TENANT WILL NOT PROSECUTE ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE AGAINST LANDLORD OR ANY OF THE LANDLORD PARTIES FOR ANY SAID CAUSES OF ACTION. Without limiting the foregoing, if Landlord alranges for the parking areas to be operated by an independent contractor not affiliated with Landlord, Tenant acknowledges that Landlord shall have no liability for claims arising through acts or omissions ofsuch independent contractor. In all events, Tenant agrees to look first to its insurance carrier and to require that Tenant's Parties look first to their respective insurance carriers for payment of any losses sustained in connection with any use ofthe parking areas to the extent the independent parking contractor is not liable for losses attributable to Tenant Parties property. Landlord reserves the right to assign specific spaces, and to reserve spaces for visitors, small cars, disabled persons or for other tenants or guests, and Tenant shall not park and shall not allow Tenant's Parties to park in any such assigned or reserved spaces. Tenant may validate visitor parking by such method as Landlord may approve, at the validation rate from time to time generally applicable to visitor parking. Landlord also reseles the right to alter, modif,i, relocate or close all or any portion of the parking areas in order to make repairs or perform maintenance service, or to restripe or renovate the parking areas, or if required by casualty, condemnation, act of God, Laws or for any other reason deemed reasonable by Landlord. Tenant shall not store or pennit its employees to store any autornobiles in the parking facility servicing the Project without the prior written consent of Landlord. Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the parking facility, or on the Project. 38. MISCELLANEOUS A. General. The term "Tenant" or any pronoun used in place thereof shall indicate and include the masculine or feminine, the singular or plural number, individuals, firms or corporations, and their respective successors, executors, administrators and permitted assigns, according to the context hereof. B. Time. Time is of the essence regarding this Lease and all of its provisions. C. Choice of Law. This Lease shall in all respects be govemed by the laws of the State in which the Building is located. D. Entire Agreement. This Lease, together with its Exhibits, addenda and attachments and the Basic Lease Information, contains all the agreements of the patlies hereto and supersedes any previous negotiations. There have been no representations made by the Landlord or understandings made between the parties other than those set forth in this Lease and its Exhibits, addenda and attachments and the Basic Lease Infomration. {27 10-00 I 42 /0t 10261 s ;6} Office Net Lease (10.1)24 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B E. Modification. This Lease may not be modified except by a written instrument signed by the parties hereto. Tenant accepts the area of the Premises as specified in the Basic Lease Information as the approximate area of the Premises for all purposes under this Lease, and acknowledges and agrees that no other definition ofthe area (rentable, usable or otherwise) of the Premises shall apply. Tenant shall in no event be entitled to a recalculation of the square footage of the Premises, rentable, usable or otherwise, and no recalculation, if made, irrespective of its purpose, shall reduce Tenant's obligations under this Lease in any manner, including without limitation the amount of Base Rent payable by Tenant or Tenant's Proportionate Share ofthe Building and ofthe Project. F. Severability. If, for any reason whatsoever, any of the provisions hereof shall be unenforceable or ineffective, all of the other provisions shall be and remain in full force and effect. G. Recordation. Tenant shall not record this Lease or a short form memorandum hereof. H. Examination of Lease. Submission of this Lease to Tenant does not constitute an option or offer to lease and this Lease is not effective otherwise until execution and delivery by both Landlord and Tenant. L Accord and Satisfaction. No payment by Tenant of a lesser amount than the total Rent due nor any endorsement on any check or letter accompanying any check or payment of Rent shall be deemed an accord and satisfaction of fulI payment of Rent, and Landlord may accept such payment without prejudice to Landlord's right to recover the balance of such Rent or to pursue other remedies. All offers by or on behalf of Tenant of accord and satisfaction are hereby rejected in advance. J. Easements. Landlord may grant easements on the Project and dedicate for public use portions of the Project without Tenant's consent; provided that no such grant or dedication shall materially interfere with Tenant's Permitted Use of the Premises. Upon Landlord's request, Tenant shall execute, acknowledge and deliver to Landlord documents, instruments, maps and plats necessary to effectuate Tenant's covenants hereunder. K. Drafting and Determination Presumption. The parties acknowledge that this Lease has been agreed to by both the parties, that both Landlord and Tenant have consulted with attorneys with respect to the terms of this Lease and that no presumption shall be created against Landlord because Landlord drafted this Lease. Except as otherwise specifically set forth in this Lease, with respect to any consent, determination or estimation of Landlord required or allowed in this Lease or requested of Landlord, Landlord's consent, determination or estimation shall be given or made solely by Landlord in Landlord's good faith opinion, whether or not objectively reasonable. If Landlord fails to respond to any request for its consent within the time period, if any, specified in this Lease, Landlord shall be deemed to have disapproved such request. L. Exhibits. The Basic Lease Information, and the Exhibits, addenda and attachments attached hereto are hereby incorporated herein by this reference and made a part ofthis Lease as though fully set forth herein. M. No Light' Air or View Easement. Any diminution or shutting off of light, air or view by any shucture which may be erected on lands adjacent to or in the vicinity of the Building shall in no way affect this Lease or impose any liability on Landlord. N. No Third Party Benefit. This Lease is a contract between Landlord and Tenant and nothing herein is intended to create any third party benefit. O. Quiet Enjoyment. Upon payment by Tenant of the Rent, and upon the observance and performance of all of the other covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Premises for the term hereby demised without hindrance or intemrption by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord, subject, nevertheless, to all of the other terms and conditions of this Lease. Landlord shall not be liable for any hindrance, intemrption, interference or disturbance by other tenants or third persons, nor shall Tenant be released frorn any obligations under this Lease because of such hindrance intemrption, interference or disturbance. P. Counterparts. This Lease may be executed in any number of counterpartso each of which shall be deemed an original. a. Multiple Parties. If more than one person or entify is named herein as Tenant, such multiple parties shall have joint and several responsibilify to cornply with the terms of this Lease. {27 1 0 -00 1 42 lot 1 0261 5 ;6} Office Net Lease (10.1)25 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B R. Prorations. Any Rent or other amounts payable to Landlord by Tenant hereunder for any fractional month shall be prorated based on a month of 30 days. As used herein, the term "fiscal year" shall mean the calendar year or such other fiscal year as Landlord may deem appropriate. A. 39. Options to Extend Lease. ADDITIONAL PROVISIONS (1) Provided Tenant is not in default under any of the terms and conditions of this Lease at the time of notification, Tenant shall have two (2) options to extend (each, an "Extension Option" and, collectively, the "Extension Options") this Lease, for a term of sixty (60) months each (each, an "Extension Term"), for the portion of the Premises being leased by Tenant as of the date the applicable Extension Term is to commence, on the same terms and conditions set forth in this Lease, except as modified by the terms, covenants and conditions as set forth below: (a) If Tenant elects to exercise the applicable Extension Option, then Tenant shall provide Landlord with written notice no earlier than the date which is twelve (12) months prior to the expiration of the then current Term of this Lease but no later than the date which is nine (9) months prior to the expiration of the then current Term of this Lease. IfTenant fails to provide such notice, Tenant shall have no further or additional right to extend or renew the Term of this Lease. (b) During the applicable Extension Term, the Base Rent in effect at the expiration of the then current Term shall be adjusted to reflect the Prevailing Market (defined below) rate. Landlord shall advise Tenant of the new Base Rent for the Premises no later than thirty (30) days after receipt of Tenant's written request therefor. Said request shall be made no earlier than thirty (30) days prior to the first date on which Tenant may exercise its Renewal Option under this Paragraph 39.A. Said notification of the new Base Rent may include a provision for its escalation to provide for a change in fair market rental between the time of notification and the commencement of the applicable Extension Term. (c) If Tenant and Landlord are unable to agree on a mutually acceptable Base Rent for the Extension Term not later than ninety (90) days prior to the expiration of the initial Term, then Landlord and Tenant, within five (5) days after such date, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Prevailing Market rate for the Premises during the Extension Term (collectively referred to as the "Estimates"). If the higher of such Estimates is not more than one hundred five percent (105%) of the lower of such Estimates, then the Prevailing Market rate shall be the average of the two Estimates. If the Prevailing Market rate is not established by the exchange of Estimates, then, within seven (7) days after the exchange of Estimates, Landlord and Tenant shall each select an appraiser to determine which of the two Estimates most closely reflects the Prevailing Market rate for the Premises during the Extension Term, Each appraiser so selected shall be certified as an MAI appraiser and shall have had at least five (5) years experience within the previous ten (10) years as a real estate appraiser working in the Renton, Tukwila, and "SeaTac" areas of Washington, with working knowledge of current rental rates and practices. For purposes hereof, an "MAI" appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and designation most similar). (d) Upon selection, Landlord's and Tenant's appraisers shall work together in good faith to agree upon which of the two Estirnates most closely reflects the Prevailing Market rate for the Premises. The Estimates chosen by such appraisers shall be binding on both Landlord and Tenant. If either Landlord or Tenant fails to appoint an appraiser within the seven (7) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Prevailing Market rate within twenfy (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the aforementioned criteria. Once the third appraiser (i.e., the arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen ( 14) days, the arbitratot shall make his or her determination of which of the fwo Estimates most closely reflects the Prevailing Market rate and such Estimate shall be binding on both Landlord and Tenant as the Prevailing Market rate for the Premises. If the arbitrator believes that expert advice would materially assist him or her, he or she may retain one or more qualified persons to provide such expert advice. The parties shall share equally in the costs ofthe arbitrator and of any experts retained by the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert. (e) If the Prevailing Market rate has not been determined by the commencement date of the applicable Extension Term, Tenant shall pay Base Rent upon the tenns and conditions in effect during the last month of the {27 1 0 -00 t 42 /0 t I 0261 s ;6} Office Net Lease (10.1)26 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B initial Term until such time as the Prevailing Market rate has been determined. Upon such determination, the Base Rent for the Prernises shall be retroactively adjusted to the commencement of such Extension Term for the Premises. (0 The Extension Options are not transferable; the parties hereto acknowledge and agree that they intend that the Extension Options shall be "personal" to Tenant as set forth above and that in no event will any assignee (other than a Permitted Transferee) or sublessee have any rights to exercise the Extension Options. (g) If Tenant fails to validly exercise the first Extension Option, Tenant shall have no further right extend the Term of this Lease. In addition, if both Extension Options are validly exercised or if Tenant fails to validly exercise the second Extension Option, Tenant shall have no further right to extend the Term of this Lease. (2) For purposes of this Extension Option, "Prevailing Market" shall mean the arms' length fair market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space comparable to the Premises in the Building and buildings comparable to the Building in the Renton, Tukwila, and "SeaTac" areas of Washington as of the date the applicable Extension Term is to commence, taking into account the specific provisions of this Lease which will remain constant. The detennination of Prevailing Market shall take into account any material economic differences between the terms of this Lease and any cotnparison lease or amendment, such as rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. The determination of Prevailing Market shall also take into consideration any reasonably anticipated changes in the Prevailing Market rate from the time such Prevailing Market rate is being determined and the time such Prevailing Market rate will become effective under this Lease. B. Right of First Offer (1) Provided Tenant is not then in default under the terms, covenants and conditions of this Lease, Tenant shall have an ongoing right of first offer (the "Offer Right") to lease each separately demised space in the Project (each, a "Potential Offer Space") at such time as such Potential Offer Space becomes Available (defined below). Tenant's Offer Right shall be exercised as follows: at any time after Landlord has determined that a Potential Offer Space has become Available, Landlord shall advise Tenant (the "Advice") of the terms under which Landlord is prepared to lease such Potential Offer Space (the "Offer Space") to Tenant on the terms set forth in the Advice. For purposes hereof, an Offer Space shall be deemed to become "Available" as follows: (i) if the Offer Space is not under lease to a third party as of the date of mutual execution and delivery of this Lease, the Offer Space shall be deemed to first become Available if, after Landlord's first leasing of the Offer Space following the date of this Lease is mutually executed and delivered but prior to Landlord's next leasing of the Offer Space (other than to the existing tenant) Landlord has located a prospective tenant (other than the existing tenant) that may be interested in leasing the Offer Space; and (ii) thereafter, or if the Offer Space is under lease to a third party as of the date of mutual execution and delivery of this Lease, the Offer Space shall be deemed to become Available after Landlord has reasonably determined that the third-party tenant of the Offer Space will not extend or renew the term of its lease, or enter into a new lease, for the Offer Space. Tenant may lease such Offer Space in its entirety only, under such tetms, by delivering written notice of exercise to Landlord (the "Notice of Exercise") within ten (10) Business Days after the date of the Advice, failing which Landlord may lease the subject Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to such subject Offer Space until the subject Offer Space again becomes Available. If Tenant exercises its Offer Right for the Offer Space in accordance with the terms and conditions of this Paragraph 39.8, effective as of the date Landlord delivers the subject Offer Space, such Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord's notice and as follows: (a) Tenant's Proportionate Share shall be recalculated, using the total square footage ofthe Premises, as increased by the subject Offer Space, as the case may be. (b) The subject Offer Space shall be leased on an "as is" basis and Landlord shall have no obligation to improve the subject Offer Space or grant Tenant any improvement allowance thereon, except as provided in subclause (e) below. (c) The term for the subject Offer Space shall commence upon the commencement date stated in the Advice and thereupon such Offer Space shall be considered a part ofthe Premises, provided that all ofthe terms stated in the Advice, shall govem Tenant's leasing of the Offer Space and only to the extent that they do not conflict with the Advice, the terms and conditions of this Lease shall apply to the Offer Space. Tenant shall pay Base Rent, Tenant's Proportionate Share of Operating Expenses and any other Additional Rent for the Offer Space in accordance with the terns and conditions of the Advice. {27 I 0 -00 I 42 / 0 I 1 0261 s ;6} Office Net Lease ( 10. I )27 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B (d) The Term for the Offer Space shall be coterminous with the Term for the balance of the Premises; provided, however, that if, as of the commencement date for the Offer Space stated in the Advice, less than 24 full calendar months remain in the Term, then, notwithstanding anything to the contrary herein, Tenant may only exercise its Offef Right if Tenant simultaneously exercises an Extension Option (in which event, the terms upon which Tenant shall lease the Premises and the Offer Space during the Extension Term shall be determined in accordance with Paragraph 39.A above). (e) The initial annual rate per rentable square foot ofthe applicable Offer Space shall be the same as the annual rate per rentable square foot for the initial Premises on the date the term for the Offer Space comtnences and thereafter, Base Rent for the applicable Offer Space shall increase at such times and in such amount as Base Rent for the initial Premises, it being the intent of Landlord and Tenant that the annual rate per rentable square foot for the Offer Space shall always be the same as the annual rate per rentable square foot for the initial Premises. If Tenant exercises its Offer Right during the initial Term, Tenant shall be entitled to receive an allowance (the "Offer Space Allowance") equal to $25.00 per square foot of rentable area in the applicable Offer Space leased by Tenant. Such Offer Space Allowance shall be applied toward the cost of initial irnprovements to be performed in the subject Offer Space (the "Offer Space Improvements"), including the cost of preparing plans, drawings and specifications in connection therewith. The Offer Space Allowance shall be disbursed during construction of the Offer Space Improvements (but no more often than once every thirty (30) days) upon receipt by Landlord of necessary waivers of mechanics liens from the general contractor and the subcontractors, percentage completion certifiaates from Tenant, the general contractor and Tenant's architect, a swofir contractor's affidavit from the general contractor, a request to disburse from Tenant containing an approval by Tenant of the work done, and such other documents as Landlord may reasonably request. Landlord shall disburse the Offer Space Allowance funds within thirty (30) days of receipt of the documentation described above, subject to ten percent (10%) retention, to the order of the general contractor or, at Landlord's election, to the joint order of the general contractor and all included subcontractors. If the cost of the Offer Space Improvements exceeds the Offer Space Allowance, then the Offer Space Allowance will be disbursed in the proportion that the Offer Space Allowance bears to the total cost of the Offer Space Improvements. Upon completion of the Offer Space Improvements, and prior to final disbursernent of the Offer Space Allowance and the ten percent (10%) retention, Tenant shall fumish Landlord with: (i) general contractor and architectural completion affidavits, (iD fulI and final waivers of lien, (iii) receipted bills covering all labor and materials expended and used, (iv) as-built plans of the Offer Space hnprovements, (v) the certification of Tenant and its architect that the Offer Space Improvements have been installed in a good aud workmanlike manner in accordance with the approved plans and in accordance with applicable codes and ordinances, and (vi) such other documents as Landlord may reasonably request to evidence the proper completion and payment of the Offer Space Improvements. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Offer Space Allowance during the continuance ofan uncured default under the Lease, and Landlord's obligation to disburse shall only resume when and if such default is cured. The Offer Space Allowance may only be used for the cost of labor, material, permits and contractors fees for the Offer Space Improvements to the Offer Space and the cost of preparing plans and drawings in connection therewith. In no event shall the Offer Space Allowance be used for the purchase of equiprnent, furniture or other items of personal property of Tenant. Any Offer Space Allowance remaining after the date which is six (6) months following the commencement of the term for the Offer Space shall accrue to Landlord and Tenant shall have no claim in connection therewith. (0 The parking ratio applicable to the Offer Space shall be 5.0 unreserved spaces per 1,000 square feet of such Offer Space. (2) Notwithstanding anything to the contrary set forth herein, Tenant shall have no such Offer Right with respect to the subject Offer Space, as the case may be, and Landlord need not provide Tenant with an Advice, if: (a) Tenant is in default under this Lease at the time that Landlord would otherwise deliver its Advice for the subject Offer Space as described above; (b) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver its written notice of the subject Offer Right as described above; (c) this Lease has been assigned (other than to a Pemitted Transferee) prior to the date Landlord would otherwise deliver its written notice of the subject Offer Right as described above; (d) Tenant or a Permitted Transferee is not occupying the Premises on the date Landlord would otherwise deliver its written notice of the Offer Right as described above; or (e) the existing tenant in the subject Offer Space is interested in extending or renewing its lease for such Offer Space or entering into a new lease for such Offer Space. (3) If Landlord is delayed delivering possession of the subject Offer Space due to the holdover or unlawful possession ofsuch space by any pafty, Landlord shall use reasonable efforts to obtain possession ofsuch space, and {27 10 -00 t 42 101 10261 s ;6} Office Net Lease (10.1) 28 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B the cornmencement of the term for the subject Offer Space shall be postponed until the date Landlord delivers possession of the subject Offer Space to Tenant free frorn occupancy by any party. (4) Notwithstanding any contrary provision hereof, Landlord shall not be required to provide Tenant with an Advice, and Tenant shall not be entitled to exercise its Right of First Offer, (i) if any of the Extension Options are then remaining, after the date occuring 9 months before the scheduled Expiration Date of this Lease (as determined taking into account any valid exercise by Tenant of its Extension Option), or (ii) if none of the Extension Options are then remaining, after the date occurring 24 months before the Expiration Date of this Lease. If Landlord leases a Potential Offer Space to a third party as permitted under Paragraph 39.8(1) above and subsequently determines that such Potential Offer Space has again become Available, then the provisions of this Paragraph 39.8 shall apply again to such Potential Offer Space. (5) In addition, if Landlord provides Tenant with an Advice for any Offer Space that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or otherwise) with respect to any other portion of the Potential Offer Space (such other portion of the Offer Space subject to such expansion rights is referred to herein as the "Encumbered Potential Offer Space") and Tenant does not exercise its Offer Right to lease such Offer Space, Tenant's Offer Right with respect to the Encumbered Potential Offer Space shall be subject and subordinate to all such expansion rights contained in the Advice. (6) If Tenant exercises its Offer Right as to a subject Offer Space, Landlord shall prepare an amendment (an "Offer Amendment") adding the subject Offer Space to the Premises on the terms set forth in the Advice and reflecting the changes in the Base Rent, rentable square footage ofthe Premises, Tenant's Proportionate Share and other appropriate terms. A copy of the Offer Amendment shall be sent to Tenant within a reasonable time after Landlord's receipt of the Notice of Exercise executed by Tenant, and Tenant shall execute and return the Offer Amendment to Landlord within ten (10) days thereafter, but an otherwise valid exercise of the Offer Right shall be fully effective whether or not the Offer Amendment is executed. (7) Notwithstanding anything herein to the contrary, Tenant's Offer Right is subject and subordinate to the expansion rights (whether such rights are designated as a right offirst offer, right offirst refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. C. Dogs. Subject to the provisions of this Paragraph 39.C, Tenant's employees shall be permitted to bring service dogs and fully domesticated and trained dogs, kept as pets into the Premises, provided and on condition that: (1) all dogs shall be strictly controlled at all times and shall not be permitted to foul, damage or otherwise mar any part of the Building (including the Premises) or cause any undue noise whether through barking, growling or otherwise; (2) unattended at any time; all dogs shall remain in the Premises and not wander throughout the Building or otherwise be left (3) dogs (other than service animals) shall not be permitted in the following common areas: the caf6 Common Area Conference Room, Fitness Center, restrooms or day care center. (4) while outside the Premises (i.e., in any common area), all dogs shall be kept on leash at all times. Any dog found off-leash in any common area may be removed to a pound or animal shelter by calling the appropriate authorities, if such dog's owner is not located within a reasonable time using reasonable measures, or if such dog appears to be a threat to public safety, all at such dog's owner's expense; (5) all dogs shall be current in their vaccinations. Upon Landlord's request from time to time, Tenant shall provide Landlord with evidence of all cunent vaccinations for dogs having access to the Premises and the Building; (6) Tenant shall be responsible for any additional cleaning costs or other costs which may arise from the dogs'presence in the Building; (7) Tenant shall be liable for, and shall indemnify and hold Landlord and all Landlord Parties harmless from, any and all claims to the extent arising from any and all acts undertaken by (e.g., biting another tenant, occupant, liceusee or invitee or an employee ofLandlord or any Landlord Party) any dog present in or about the Premises or the Building as a result of a Tenant or Tenant Party; {27 10 -00 I 42 / 01 I 0261 s ;6} Office Net Lease (10.1)29 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B (8) Tenant imrnediately removes any dog waste and excrement from the Premises and the Building and shall use the dog relief area outlined on Exhibit H. If Landlord reasonably detennines that Landlord has incuned or is incuning increasedjanitorial (interior or exterior) maintenance costs as a result ofthe dogs' presence, Tenant shall reimburse Landlord for such costs as Additional Rent within twenty (20) days of Landlord's demand; (9) if, at any tirne during the Term, (x) Landlord receives complaints from other tenants or occupants of, or invitees to, the Building, or (y) Landlord, in its reasonable discretion, determines that the presence of any and all dogs is substantially disruptive to the maintenance and operation of the Building or otherwise substantially reduces the value or reputation of the Building, or (z) Tenant has materially failed to comply with any of the provisions set forth in this Paragraph, Landlord shall notif,i Tenant thereof and, if Tenant does not take action to cure such failure and to comply with any of the provisions of this Paragraph within thirty (30) days following Landlord's delivery of written notice to Tenant, Landlord, in Landlord's reasonable discretion, may revoke Tenant's rights under this Paragraph; (10) no dog with (or suspected of having) fleas or any illness or disease is to be brought into the Project; (11) Tenant shall comply with all applicable Laws associated with or governing the presence of a dog within the Premises and/or the Building, and such presence shall not violate the Certificate of Occupancy; and (12) Tenant shall not allow any visitor to bring a dog into the Building. This rule does not apply to any animal used by a tenant or visitor that is needed as a reasonable accommodation for the tenant's or visitor's disability as permitted by applicable Laws. D. Bicycle Storage Area. Subject to the provisions of this Paragraph 39.D, so long as this Lease remains in effect, Landlord shall provide a covered area for bicycle parking for tenants of the Building (the "Bicycle Storage Area"). Tenant's employees shall be entitled to use the Bicycle Storage Area on an un-reseryed, first-come, first served basis. The use of the Bicycle Storage Area shall be subject to the rules and regulations (including rules regarding hours of use) established from time to tirne by Landlord, in its sole and absolute discretion, and/or by the operator of the parking garage, and shall be further subject to compliance with the Building's standard security procedures. Landlord may refuse to pennit any person who violates such rules and regulations to use the Bicycle Storage Area, and any violation of the rules and regulations shall subject the bicycle to removal from the Bicycle Storage Area. Notwithstanding the foregoing, in the event Landlord determines in its sole discretion that the area in which the Bicycle Storage Area is located is needed for another pulpose, Landlord may remove the Bicycle Storage Area and cease to provide such amenity for tenants' use. In addition, Landlord shall have the right to relocate, from time to time, the location of the Bicycle Storage Area. Tenant acknowledges that the Bicycle Storage Area may be closed entirely or in part in order to make repairs or perform maintenance services, or to alter, modify or renovate the Building or the Bicycle Storage Area, if required by casualty, strike, condemnation, act of God, governmental law or requirement or other reason beyond Landlord's reasonable control or for any other reason whatsoever. No expansion, contraction, elimination, unavailability or modification of the Bicycle Storage Area, and no termination of or interference with Tenant's rights to the Bicycle Storage Area, shall entitle Tenant to an abatement or reduction in Rent or constitute a constructive eviction or an event of default by Landlord under this Lease. Landlord and Tenant acknowledge that the use ofthe Bicycle Storage Area shall be at the sole risk ofTenant and any Tenant Parties and neither Landlord nor any Landlord Parties shall have any liability for any personal injury or damage to or theft of any bicycles or other property occurring in, on or about the Bicycle Storage Area or otherwise in connection with any use of the Bicycle Storage Area by Tenant or any Tenant Parties. Tenant's indemnity obligations pursuant to Paragraph 8 ofthis Lease shall apply to the use of the Bicycle Storage Area by Tenant or any Tenant Parfi. The costs of operating, maintaining and repairing the Bicycle Storage Area shall be included as part of Operating Expenses. The right to use the Bicycle Storage Area set forth herein shall be personal to Tenant and shall in no event be transferable. E. Electric Vehicle Charging Stations. (1) During the Term, Tenant shall have the right, at Tenant's sole cost and expense, to install, operate, maintain, repair, replace, remove and use four (4) Charging Stations (as defined below) serving the reserved parking spaces located in the area shown on Exhibit F attached hereto, upon and subject to the terms and conditions of this Section. The "Charging Stations" shall mean four (4) electric vehicle charging stations located in an area approved by Landlord in writing; and any associated wiring, cabling and conduit (subject to Subsection (2) below) from it to the separate elechical circuit(s) serving the Building, and all associated switchover equipment, circuits to connect & operate the charging station without interference with or damage to any utility systems of the Project or any other equipment of Landlord or other occupants of the Project. During the Term, Tenant may request the right to convert 4 of its unreserved parking spaces to 4 reserved spaces so that it may install an additional four (4) Charging Stations at the Project (for a total ofeight (8) Charging Stations), subject to Landlord's prior written {27 I 0 -00 1 42 /0 I l, 026 I s ;6} Office Net Lease (10.1)30 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B approval as to location and subject to the terms of this Paragraph 39.E. Landlord, at Tenant's cost, shall install signage or markings identifying the Charging Stations as "reserved" for Tenant's use. If the Charging Stations require connection to an existing electricity outlet located in common area, such use shall be non-exclusive; provided, however, that if any upgrades or modifications to the outlet are required, such upgrades or modifications shall be at Tenant's sole cost and expense. The Charging Stations shall be for the sole purpose ofproviding Tenant electrical power for vehicles parked in the reserved parking spaces as shown on Exhibit F. This right to install and operate the Charging Stations is fuither conditioned upon the following: (l) in all respects, such right shall be subject to Tenant seeking and obtaining from applicable govemmental authorities and the electric utility serving the Project all approvals and permits to install, operate, maintain, repair, replace and use such Charging Stations; (2) except if and as otherwise specified above, the exact location, size and all specilications of such Charging Stations, shall be subject to Landlord's prior written approval, in its reasonable discretion; (3) without limiting the generality of any other provisions of the Lease, Tenant shall install, operate, maintain, repair, replace, remove and use the Charging Stations in compliance with the Lease and all Laws; (4) without limiting the generality of any other provisions of the Lease, the Charging Station shall be subject to and covered by Tenant's indernnity in Paragraph 8 ofthis Lease; and (5) ifrequested by Landlord, Tenant, at Tenant's sole cost and expense, shall remove the Charging Stations at the expiration or earlier termination of the Lease, and restore the area to its condition imrnediately prior to the installation of the Charging Stations. Landlord has no obligation to seek or obtain frorn applicable governmental authorities or the elechic utility serving the Project any approvals or permits to install, operate, maintain, repair, replace, remove or use such Charging Stations. Landlord makes no representation or warranty either (x) as to whether or not the Charging Stations will be acceptable to or approved by applicable governmental authorities, the electric utility serving the Project or (y) as to the suitability of space at the Project for such installations. In no event shall Landlord be liable to Tenant for any stoppages or shortages of electrical power furnished to the Charging Station because of any act, omission or requirement of the public utilify serving the Building, or the act or omission of any other tenant, invitee or licensee or their respective agents, employees or contractors, or due to any other cause whatsoever, and Tenant shall not be entitled to any rental abatement for any such stoppage or shortage of electrical power, Landlord shall not be liable for any theft or damage to the Charging Stations or for any unauthorized use or monitoring of the Charging Stations, it being understood that Tenant shall use the Charging Stations at its own risk. (2) Prior to installing the Charging Stations, Tenant shall obtain Landlord's prior written approval of its plans and specifications, including with respect to the location and method of installation of conduits and related equipment, including in any of the horizontal and verlical pathways or other colnmon areas. Fufther, with respect to any installations, maintenance, repair, replacement or removal of any installations outside the Premises, whether outside the Building or in the Building's horizontal or vertical pathways or similar areas whose use is shared by Landlord or other occupants of the Building or other service providers to the Building, such work shall be performed by contractors reasonably approved by Landlord and subject to coordination with Landlord's property manager. All installations and repairs pursuant to this Section (whether as part of or after the initial installations) shall be subject to compliance with Paragraphs I I and 12 of this Lease. With respect to all operations (including all installations, maintenance, repafu, replacement, removal and use) of the Charging Stations, Tenant shall conduct its business and control its agents, employees and invitees in such rlanner as not to create any nuisance, or interfere with, unreasonably disturb any other licensee or tenant of the Building or Landlord in its operation of the Building. The Charging Stations shall be deemed to be trade fixfures ofTenant, shall be covered by Tenant's insurance under this Lease, and Landlord shall have no obligation to repair or rebuild them in the event of fire or other loss. Landlord reseryes the right to relocate the Charging Stations or any part thereofupon not less than sixty (60) days prior written notice, and Landlord shall pay the actual and reasonable expenses ofphysically moving and reconnecting any such relocated installation. (3) Tenant shall arrange for the connection of the Charging Stations to the appropriate dedicated electrical panel at the Building, including, without limitation, the installation of any required equipment and facilities, all utility hookup, connection and impact fees and permits, and all federal, state and local taxes which may from time to time be imposed upon or payable in connection with such utilify charges applicable to the Charging Stations. (4) There shall be no monthly fee for Tenant's use of the Charging Station. However, Landlord shall install, at Tenant's cost, a separate or submeter to measure electricity utilized by the Charging Stations, and thereafter, Tenant shall be responsible for reimbursing Landlord on a monthly basis for the cost of electricity consumed in connection with the operation of the Charging Stations. Such amounts shall be payable as additional Rent within ten (10) business days following written request therefor. (5) The Charging Stations shall be for use by Tenant and Tenant Parties only and Tenant shall in no event advertise the availability of the Charging Stations, charge a fee for the use of the Charging Stations or permit the Charging Stations to be used by members of the general public. {27 t0-00 142/01 10261 s ;6} Office Net Lease (10.1)31 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B (6) The rights granted under this Section E are personal to the original Tenant named hereunder, and shall not be transferable or assignable (voluntarily or involuntarily) to any person or entity except pursuant to a Permitted Transfer. F. tr'urniture. Upon execution and delivery ofthis Lease and receipt ofall prepaid rental and the insurance cerlificates required hereunder, Landlord shall execute a Quitclaim Bill of Sale (the "Quitclaim"), attached hereto as Exhibit G, to Tenant for consideration of $10.00 from Tenant for all fumiture and equipment currently located in the Initial Premises and Suite 100 (collectively, the "Furniture"), without representation or warranty as to title, condition, or suitability or fitness for Tenant's use. Tenant hereby waives all claims against Landlord with respect to the Fumiture. Tenant shall be fully responsible for repairing, correcting or reconfiguring the Furnifure for Tenant's use. Following Landlord's execution and delivery of the Quitclaim to Tenant, the Fumiture shall be considered Tenant's personal property for all purposes under this Lease. G. Fitness Center. Subject to the provisions of this Paragraph 39.G, so long as Tenant is not in default under this Lease, beyond all applicable notice and cure periods, and provided Tenant's ernployees execute Landlord's standard waiver of liability fonn, then Tenant's employees (the "Fitness Center Users") shall be entitled to use the fitness center (the "Fitness Center") located in the Project. The Fitness Center Users shall not be charged a fee to use the Fitness Center. The use of the Fitness Center shall be subject to the reasonable rules and regulations (including rules regarding hours of use) established from tine to time by Landlord for the Fitness Center. Landlord and Tenant acknowledge that the use of the Fitness Center by the Fitness Center Users shall be at their own risk and that the terms and provisions of Paragraph 8 of this Lease shall apply to Tenant and the Fitness Center Users' use of the Fitness Center. The costs of operating, maintaining and repairing the Fitness Center may be included as part of Operating Expenses. Tenant acknowledges that the provisions of this Section shall not be deemed to be a representation by Landlord that Landlord shall continuously maintain the Fitness Center (or any other fitness facility) beyond the initial Tenn of this Lease, and Landlord shall have the right, at Landlord's sole discretion, to expand, contract, eliminate or otherwise modift the Fitness Center, so long as Landlord provides Tenant with a reasonably comparable fitness center area located elsewhere in the Project. No expansion, contraction, elimination or modification of the Fitness Center, and no termination of Tenant's or the Fitness Center Users'rights to the Fitness Center shall entitle Tenant to an abatement or reduction in Rent, or constitute a constructive eviction, or result in an event of default by Landlord under this Lease. H. Conference Rooms. Subject to the provisions of this Paragraph 39.H, so long as Tenant is not in default beyond applicable notice and cure periods under this Lease, after making a prior reservation with Landlord's authorized representative, if any (or following any other reservation procedure Landlord may reasonably establish), Tenant shall be entitled to use any conference room(s) located in the common areas of the Project and designated by Landlord for the common use of all tenants of the Project ("Common Area Conference Room"); provided, however, that there shall be no separate charge for Tenant's use thereof(except as included in Operating Expenses) beyond any set up and clean-up charges as set forth below. The use of the Common Area Conference Room shall be subject to the reasonable rules and regulations (including rules regarding hours of use and priorities for the tenants of the particular building in which a Common Area Conference Room is located, set up and clean up charges, etc.) established from time to time by Landlord for the Common Area Conference Room. Landlord and Tenant acknowledge that the terms and provisions of Paragraph 8 of this Lease shall apply to Tenant's use of the Common Area Conference Room. Further, Landlord shall have no liability whatsoever with respect to the existence, condition or availability of any Common Area Conference Room nor shall Landlord have any obligation whatsoever to enforce or make reservations thereof, and Tenant hereby expressly waives all claims against Landlord with respect to same. The costs of operating, maintaining, cleaning and repairing the Common Area Conference Room may be included as part of Operating Expenses. Tenant acknowledges that Landlord shall have the right, at Landlord's sole discretion, to expand, contract, eliminate or otherwise modi$' any Common Area Conference Room, so long as Landlord provides Tenant with access to a reasonably comparable common area conference room space located elsewhere in the Project. No expansion, contraction, elimination, unavailability or modification of the Common Area Conference Room, and no termination of or interference with Tenant's rights to the Cornmon Area Conference Room, shall entitle Tenant to an abatement or reduction in Rent or constitute a constructive eviction or an event of default by Landlord under this Lease. 40. JURY TRIAL WAIVER; JI]DICIAL REFERENCE EACH PARTY HERETO (WHICH INCLUDES ANY ASSIGNEE, SUCCESSOR HEIR OR PERSONAL REPRESENTATIVE OF A PARTY) SHALL NOT SEEK A ruRY TRIAL, HEREBY WAIVES TRIAL BY JURY, AND HEREBY FURTHER WAIVES ANY OBJECTION TO VENUE IN THE COUNTY IN WHICH THE BUILDING IS LOCATED, AND AGREES AND CONSENTS TO PERSONAL JURISDICTION OF THE COURTS OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IN ANY ACTION OR PROCEEDING OR COLINTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY {2'7 | 0 -00 t 42 /01 10261 s ;6} Office Net Lease (10.1) 32 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INruRY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE, EMERGENCY OR OTHERWISE, WHETHER ANY OF THE FOREGOING IS BASED ON THIS LEASE OR ON TORT LAW. EACH PARTY REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL CONCERNING THE EFFECT OF THIS PARAGRAPH 40. THE PROVISIONS OF THIS PARAGRAPH 40 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. [Signatare Page FollowsJ {27 t0-00142/01 10261 5;6} Office Net Lease (10. l)33 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the Lease Date set forth in the Basic Lease Information. LA]\DLORI)TENANT LANDMARK OFFICD PARTNERS, LLC, a Delaware limited liability company BLUE ORIGIN, LLC,a Washington limited liability By: Landmark Office Investors, LLC, a Delaware limited liability company, its sole member By: Kairos Investment Management Company, LLC, a Delaware limited liability company, its manager By: Jonathan A. Needell By: Name: Title: Dated: [Notary Pages Follow] 2021 Title: President and Chief Investment Officer , Dated: 'J I z,t ,2021Ir {2'7 l0 -00 142 / 0l 10261 5 ;6} Office Net Lease (10.1) ,a-?I 34 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B LANDLORD ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this cerlificate is attached. and not the accuracy, or of that document. STATE OF CALIFORNIA COUNTY OF opsN6r On rl 20!{ before ffie,ffiffi-r\re N.DA\Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person whose name is to the instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certiS under PENALTY OF PERruRY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Public ) ) @ ily {27 I 0 -00 1 42 / 01 10261 5 ;6} Office Net Lease (10.1)35 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B TENANTACKNOWLEDGMENT STATE OF WASHINGTON COLTNTY OF I certi$r that I know or have satisfactory evidence tr'"t Mlr,fuul frtD[2i, ,t'" said person acknowledged that he/she signed this instrument, on oath stated that he/she was tref-,[->,n qinstrument and acknowledged it asthe z4le off, of such party the uses and purposes mentiohed in the instrumen[ -[ - Dated (Seal or stamp) My appointment expires person who appeared before me, and authorized to execute the , to be the free and voluntary act ,l {2'l l0 -00 1 42 / 01 1 0261 s ;6} Office Net Lease (10.1)36 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B {27 l0 -00 142 lol 10261 5 ;6} Office Net Lease (10.1) Exhibit A Premises Description Attached to and made a part of the Lease dated July 15, 2021 between LANDMARI( OFFICE PARTNERS, LLC, a I)elaware limited liability company, as Landlord and BLUE ORIGIN, LLC, a Washington limited tiability company, as Tenant [See attached pagesl Exhibit A - I DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B $ LANDMARK TI{E THE LJII{DI{ANK EAST + WE6T 1600 - 160I E VALLEY ROAD. RENTON, WA li { I 5 %cs#slcI,:r e?r ht ffiil $ E' Fr Ei tr '> I ffi FH, H, llrj[t ttB(l rJctcbErt tcrt tm itDn Rlm. nortfirt bHrt' llrrfls{pg Fqq, lsqUi6d b6tt hn hfln nBn mEffi Eflj Fi* la 1 N {27 10 -00 I 42 I 0 I I 0261 s ;6} Office Net Lease (10.1)Exhibit A - 2 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B TI{E $it, LANDMARK THE L ]{DI'IARKEAST+ WE3T 1600 . 160I E VALLEY ROAD. RENTON, WA l' t r 9 t 6 e. N {27 10 -00 1 42 / 01 1 0261 5 ;6} Office Net Lease (10.1)Exhibit A - 3 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B T: I '' J Ii j j t : ai;:t ra tl iFe'tl tt II I JFGARCHITECTS {27 1 0 -00 | 42 / 0l 10261 5 ;61 Office Net Lease (10.1) Suit6 100 / 150 & Storage Exhibitfora total of- 19,290 RSF LandmErk East First Floor ms @0t.s-tot! €*ems gmtutrsF -.1 &s l[Atrsd *i; ! ti o A n-rPrrt {}-o"_- Exhibit A - 4 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B FrkltdEh tD -c! rD FrJ) Exhibit B Site Plan, Project Description Attached to and made a part of the Lease dated July 15, 2021 between LANDMARI( OFF'ICE PARTNERS, LLC, a Delaware limited liability company, as Landlord and BLUE LLC,A Iimited as Tenant h Lr Ht-U) or ts U} {27 1 0 -00 I 42/01 1 0261 s ;6 } Office Net Lease ( I 0. I ) o(D IrOr{ trI --1 =_l ___l --.1 = == =tr :i ==- = = - t = ==- == l == = = = =f =El=-F:E=l_LL_-t- t-tr: tf;E=L=t*F-=FFFl=E=l_ l= =E 3 == = = =IT == = = == == Exhibit B - 1 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B Exhibit B-1 Legal Description Attached to and made a part of the Lease dated July 15, 2021 between LANDMARK OFF'ICE PARTNERS, LLC, a Delaware limited liability company, as Landlord and BLUE ORIGIN, LLC, a Washington limited liability company, as Tenant PARCEL A: LOT 4 OF CITY OF RENTON SHORT PI.AT NO. 022.85, VALLEY OFFICE & INDUSTRIAL PARK SUBDIVISION NO. 2, ACCORDING TO SHORT PLAT RECORDED JULY 15, 1985 UNDER RECORDING NO. 8507169002, IN KING COUNW, WASHINGTON. PARCEL B: THAT PORTION OF LOTS 8, 9, L0,49,50 AND 51 IN VACATED BLOCK 19 OF C.D. HILLMAN'S EARLINGTON GARDENS ADDITION TO THE CIW OF SEATTLE, DIVISION NO. 1, ACCORDING TO PLAT RECORDED IN VOLUME 17 OF PIATS AT PAGE(S) 74, IN KING COUNTY, WASHINGTON, LYING WEST OF THE EAST VALLEY FRONTAGE ROAD, AS CONVEYED TO THE STATE OF WASHINGTON BY DEED RECORDED UNDER RECORDING NO. 5442597; EXCEPT THE EAST 5 FEET THEREOF AS CONVEYED TO THE CITY OF RENTON BY DEED RECORDED AUGUST 15, 1986 UNDER RECORDING NO. 8608151525; TOGETHER WITH THAT PORTION OF VACATED HARRIMAN AVENUE ADJOINING OR ABUTTING THEREON, WHICH UPON VACATION, ATTACHED TO SAID PREMISES By OPERATION OF LAW. PARCEL C: LOT l OF CTTY OF RENTON SHORT PLAT NO. 022-85, VALLEY OFFICE & INDUSTRIAL PARK suBDlvIsIoN No. 2, ACCORDING TO SHORT PLAT RECORDED JULY 16, 1985 UNDER RECORDING NO. 8507169002, IN KING COUNW, WASHINGTON. {27 | 0 -00 1 42 /o1 I 0261 s ;6} WA Office Net Lease Exhibit B-1- 1 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B Exhibit C Commencement Date Letter Attached to and made a part of the Lease dated July 15, 2021 between LANDMARK OFF'ICE PARTNERS, LLC, a Delaware limited liability company, as Landlord and BLUE ORIGIN, LLC, a Washington limited liability company, as Tenant _,20- 2. IF To: Re: Lease (the "Lease") dated 20-, between ("Landlord"), and ("Tenant"), conceming Suite on the floor of the at Dear In accordance with the Lease,of the following: The and the Expiration Date is of the Base Rent set forlh in the Basic Lease Information of the Lease is , and the is substituted therefor: [insert rent schedule] 3. Capitalized terms used herein shall have the meanings given them in the Lease. Please acknowledge the foregoing by signing all three (3) counterparts of this letter in the space provided below and retuming two (2) fully executed counterparts to my attention. Please note that, pursuant to Paragraph 2 of the Lease, if Tenant fails to execute and refurn (or, by notice to Landlord, reasonably object to) this letter within five (5) days after receiving it, Tenant shall be deemed to have executed and returned it without exception. t'Landlordtt Agreed and Accepted as of _,202_. ttTenanttt: a Name: Title: a a By: Name Title: {27 I 0 -00 | 42 / 0l 1 0261 s ;61 Office Net Lease (10.1)Exhibit C - I DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B Exhibit D Tenant Improvement Agreement Attached to and made a part of the Lease dated July 15,2021 between LANDMARK OF'F'ICE PARTNERS, LLC, a Delaware limited liability company, as Landlord and BLUE ORIGIN, LLC, a Washington limited liability company, as Tenant L Allowance: Tenant Improvements. (a) Allowance. Tenant shall be entitled to an allowance (the "Allowance") in an amount not to exceed $3,249,109.00 (representing $35.00 perrentable square foot of the Premises) for the costs relating to the design, permitting and construction of Tenant's improvements which are pennanently affixed to the Premises ("Tenant Improvements"). In no event will Landlord be obligated to make disbursements pursuant to this Exhibit in a total amount which exceeds the Allowance. Tenant tnust complete all Tenant Improvements and have submitted Payrnent Request Supporting Documentation (defined below) for such work no later than the last day of the 24'tr fi;Jl calendar months of the Term in order to be entitled to receive the Allowance for such work. Notwithstanding anything to the contrary set forth herein, upon completion of the Tenant Improvements and application of the Allowance to the Allowance ltems, if any portion of the Allowance is then remaining (the "Unused Allowance"), Tenant, provided it is not in default under the Lease, as amended, shall be entitled to deliver written notice to Landlord by no later than the last day of the 24d' full calendar months of the Term, requesting that Landlord apply up to $464,170.00 (i.e., $5.00 per rentable square foot of the Premises) of such Unused Allowance (if any) as a credit against the next installments of Base Rent payable by Tenant under the Lease. (b) Disbursement of the Allowance. (i) Allowance ltems. Except as otherwise set forth in this Exhibit, the Allowance shall be disbursed by Landlord only for the following items and costs (collectively the "Allowance Items"): (A) Payment of the fees of the Architect and the Building Consultants (as those terms are defined below) and payment of fees and costs reasonably incurred by Landlord for the review of the Construction Drawings (defined below) by Landlord or by Landlord's third party consultants; (B) The payment of plan check, permit and license fees relating to the Tenant Improvements; (C) The cost of construction of the Tenant Improvements, including, without limitation, after hours charges, testing and inspection costs, freight elevator usage, trash removal costs, and contractors' fees and general conditions; (D) The cost of any changes to the Building when such changes are required by the Construction Drawings, such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; (E) The cost of any changes to the Construction Drawings (defined below) or Tenant Improvements required by applicable building codes (collectively, "Code"); (F) Costs of installing Tenant's Buitding Signage and suite entry signage; (G) The cost of all information technology infrastructure expenses (which shall not include the cost of personal computers, printers and other office equipment), including, but not limited to, all cabling and networking equipment and installation of such IT equipment ("Technology Costs"); provided, however, that in no event shall more than 25o/o of the Allowance be applied to Technology Costs. The cost of all security equipment, devices, cabling and installation of security equipment; {27 I 0 -00 I 42 / 01 t 0261 5 ;6} Office Net Lease (10.1) (H) Exhibit D - 1 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B The cost of any modifications to the electric vehicle charging stations made by Tenant; The cost of any modifications to the dog relief area not rnade by Landlord; and The Coordination Fee (defined below). (ii) Disbursement of Allowance. During the design and construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Allowance to reimburse Tenant for Allowance Items and shall authorize the release of funds as follows, and otherwise in accordance with Landlord's standard disbursement process. (A) On or before the fifth (5'h) day of each calendar month (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (l) a request for payment fi'om Contractor (defined below) approved by Tenant and the Architect (hereafter defined), in a commercially reasonable form to be provided or approved in advance by Landlord, including a schedule of values and showing the percentage of completion, by trade, of the Tenant Improvements, which details the portion of the work completed and the portion not completed; (2) invoices from all of Tenant's Agents (defined below) for labor rendered and materials delivered to the Premises; (3) executed conditional mechanic's lien releases from all of Tenant's Agents who have lien rights with respect to the subject request for payment (along with unconditional mechanics' lien releases with respect to payments made pursuant to Tenant's prior submission hereunder) in compliance with all applicable laws; (4) a copy of the check(s) which Tenant issued to pay the requested sums to Tenant's Agents; and (5) all other information reasonably requested by Landlord (collectively, the "Payment Request Supporting Documentation"). (B) Within thirty (30) days after Tenant's delivery to Landlord of all Payment Request Supporting Documentation, Landlord shall deliver to Tenant payment in an amount equal to the lesser of: (x) the amount so requested by Tenant, as set forth above, less (1) the applicable Over- Allowance Amount (defined below) and (2) a ten percent (10%) retention (the aggregate amount of such retentions to be known as the "Final Retention"), and (y) the balance of any remaining available portion of the Allowance (not including the Final Retention), provided that if Landlord, in good faith, disputes any item in a request for payment based on non-compliance of any work with the Approved Working Drawings (defined below) or due to any substandard work and delivers a written objection to such item setting forth with reasonable particularity Landlord's reasons for its dispute (a "Draw Dispute Notice") within ten (10) business days following Tenant's submission of its Payment Request Supporting Documentation, Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to diligently resolve any such dispute. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work fumished or materials supplied as set forth in Tenant's payment request. (C) Subject to the provisions of this Exhibit, following the final completion of construction of the Tenant Improvements, Landlord shall deliver to Tenant a check or electronic payment to Tenant, or a check or checks made payable to another party or parties as reasonably requested by Tenant, in the amount of the Final Retention, provided that (1) Tenant delivers to Landlord properly executed unconditional mechanics' lien releases from all ofTenant's Agents in compliance with all applicable laws, as reasonably determined by Landlord; (2) Landlord has determined in good faith that no substaudard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building; (3) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements has been finally completed; (4) Tenant supplies Landlord with evidence that all goverunental approvals required for an occupant to legally occupy the Premises has been obtained; and (5) Tenant has fulfilled its Completion Obligations (defined below) and has otherwise complied with Landlord's standard "close-out" requirements regarding city approvals, closeout tasks, closeout documentation regarding the general contractor, financial close-out matters, and Tenant's vendors. 2. Construction Drawinqs (a) Selection of Architect: Construction Drawinss. (i) Tenant shall retain an architect approved in writing, in advance by Landlord, such approval not to be unreasonably withheld (the "Architect") to prepare the Construction Drawings. Tenant shall retain engineering consultants approved in writing, in advance by Landlord, such approval not to be unreasonably withheld (the "Building Consultants") to (r) (r) (K) {27 | 0 -00 | 42 / 0 I 10261 5 ;61 Office Net Lease (10.1)Exhibit D - 2 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B prepare all plans and engineering working drawings and perfonn all work relating to mechanical, electrical and plurnbing (.'MEP'), HVAC/Air Balancing, life-safety, structural, sprinkler and riser work. (ii) The plans and drawings to be prepared by Architect and the Building Consultants hereunder (i.e., both the Space Plan and the Working Drawings, as each term is defined below) shall be known collectively as the "Construction Drawings." All Construction Drawings shall comply with the drawing format and specifications determined or approved by Landlord and shall be subject to Landlord's prior written approval, not to be unreasonably withheld, conditioned or delayed. All MEP drawings must be fully engineered or prepared on a "design-build-assist" basis with a Landlord-approved MEP basis of design ("BOD"), as prepared by an approved MEP engineer consultant. The MEP drawings cannot be prepared on a strictly "design-build" basis. Landlord's review of the Construction Drawings shall be for its sole purpose and shall not obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Conshuction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings. (b) Space Plan. Tenant shall supply Landlord for Landlord's review and approval with four (4) copies signed by Tenant of its space plan for the Premises ("Space Plan") before any architectural working drawings or engineering drawings have been commenced. The Space Plan shall include a layout and designation of all laboratory facilities, offices, rooms and other partitioning, their intended use, and equipment to be contained therein. Landlord may request clarification or more specific drawings for special use items not included in the Space Plan. Landlord shall advise Tenant within ten (10) business days after Landlord's receipt ofthe Space Plan (or, ifapplicable, such additional information requested by Landlord pursuant to the provisions of the immediately preceding sentence) if the same is approved or is unsatisfactory or incomplete in any respect. Upon any disapproval by Landlord, Tenant shall promptly cause the Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require. (c) Workins Drawinss. After the Space Plan has been approved by Landlord, Tenant shall supply the Architect and the Building Consultants with a complete listing of standard and non-standard equipment and specifications, including, without limitation, B.T.U. calculations, electrical requirements and special electrical receptacle requirements, to enable the Architect and the Building Consultants to complete the Working Drawings and shall cause the Architect and the Engineers to prornptly complete the architectural and engineering drawings, and Architect shall compile a fully coordinated set of drawings, including but not limited to architectural, structural, mechanical, electrical, plumbing, fire sprinkler and life safety in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the "Working Drawings") and shall submit the same to Landlord for Landlord's review and approval. Tenant shall supply Landlord with four (4) copies signed by Tenant of the Working Drawings. Landlord shall advise Tenant within ten (10) business days after Landlord's receipt of the Working Drawings if Landlord, in good faith, determines that the same are approved or are unsatisfactory or incomplete. If Tenant is so advised, Tenant shall promptly revise the Working Drawings to correct any deficiencies or other matters Landlord may reasonably require. (d) Landlord's Aporoval. Landlord's approval of any matter under this Exhibit may be withheld if Landlord reasonably determines that the same would violate any provision of the Lease or this Exhibit or would have a material adverse effect on the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building. 3. Construction of the Tenant Improvements (a) Tenant'sSelectionofContractors. (D The Contractor. Tenant shall retain a general contractor approved in writing, in advance by Landlord, such approval not to be unreasonably withheld, to construct the Tenant Improvements ("Contractor"). (ii) Tenant's Asents. All subcontractors, laborers, materialmen, and suppliers used by Tenant (such subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as "Tenant's Agents") must be approved in writing by Landlord, in Landlord's sole discretion, provided that Landlord will require Tenant to retain the Building Consultants. All of Tenant's Agents shall be licensed in the State of Washington and capable of being bonded. {27 1 0 -00 I 42 / 0 | 1 0261 s ;61 Office Net Lease (10.1)Exhibit D - 3 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B (iii) Construction Manager. At Landlord's option and at Tenant's cost, Tenant shall retain a qualified construction manager reasonably acceptable to Landlord (the "Construction Manager"). The Construction Manager shall be considered one of Tenant's Agents for all purposes under this Workletter. (b) Construction of Tenant Improvements by Tenant's Aqents. (i) Construction Contract. Prior to Tenant's execution of the construction contract and general conditions with Contractor (the "Contract"), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld or delayed. Prior to the commencement of the construction of the Tenant Improvements, Tenant shall provide Landlord with a schedule of values consisting of a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, for all Allowance ltems in connection with the design and construction of the Tenant Improvements, which costs form the basis for the amount of the Contract ("Final Costs"). Prior to the commencement of construction of the Tenant Improvements, Landlord and Tenant shall identify the amount (the "Over-Allowance Amount") equal to the difference between the amount of the Final Costs and the amount of the Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements), and Landlord will reimburse Tenant on a monthly basis, as described above, for a percentage of each amount requested by the Contractor or otherwise to be disbursed under this Exhibit, which percentage shall be equal to the Allowance divided by the amount of the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Allowance Items incurred prior to the commencement of construction of the Tenant Improvements), and Tenant shall be solely responsible for any Over-Allowance Amount. If, after the Final Costs have been initially determined, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and Landlord's reimbursement percentage, shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth herein to the contrary, construction of the Tenant Improvements shall not commence until Tenant has procured and delivered to Landlord a copy of all permits and govemmental approvals for the applicable Tenant Improvements. (ii) Construction Requirements. (A) Landlord's General Conditions for Tenant's Agents and Tenant Improvement Work. Construction of the Tenant Improvements shall comply with the following: (l) the Tenant Improvements shall be constructed in substantial accordance with the approved Construction Drawings and Landlord's then-current published construction guidelines; (2) Tenant's Agents shall submit schedules of all work relating to the Tenant Improvements to Landlord and Landlord shall, within five (5) days of receipt thereof, inform Tenant's Agents of any changes which are reasonably necessary thereto, and Tenant's Agents shall substantially adhere to such corrected schedule; and (3) Tenant shall abide by all rules made by Landlord's Building Manager with respect to the use of contractor parking, materials delivery, freight, loading dock and service elevators, any required shutdown of utilities (including life-safety systems), storage of materials, coordination of work with the contractors of Landlord, and any other matter in connection with this Exhibit, including, without limitation, the construction of the Tenant Improvements. Tenant shall pay an oversight and supervisory fee (the "Coordination Fee") to Landlord in an amount equal to the lesser of (i) fwo percent (2%) of the Final Costs, or (ii) $75,000.00. (iii) Insurance Requirements. Certificates for all insurance coverage required in Section 8.B shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor's equipment is moved onto the site. (iv) Governmental Compliance. The Tenant Improvements shall comply in all respects with the following: (A) the Code and other federal, state, city and/or quasi-governmental laws, codes, ordinances and regulations, as each may apply according to the rulings of the controlling public official, agent or other person or entity; (B) applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code; (C) building material manufacturer's specifications, and (D) the Project's sustainability practices (if any). (") Inspection bv Landlord. Prior to the completion of the Tenant Improvements, Landlord shall have the right to inspect the same at all times, provided however, that Landlord's failure to inspect the Tenant Improvements shall in no event constitute a waiver of any of Landlord's rights hereunder nor shall Landlord's inspection of the Tenant Improvements constitute Landlord's approval of the same. Should Landlord disapprove any portion of the Tenant Improvements, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. {27 l0 -00 1 42 / 0 | I 0261 s ;6} Office Net Lease (10.1)Exhibit D - 4 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B (vi) Meetinss. Tenant shall hold periodic meetings at a reasonable time with the Architect and the Contractor regarding the progress of the preparation of the Construction Drawings and the construction of the Tenant Improvements, which meetings shall be held at a location designated or reasonably approved by Landlord, and Landlord and/or its agents shall receive prior written notice of, and shall have the right to attend, all such meetings. Upon Landlord's request, certain of Tenant's Agents shall attend such meetings. In addition, minutes shall be taken at all such meetings, and Landlord will be included in the distribution list for such minutes. One such meeting each month shall include the review of Contractor's current request for payment. (c) Notice of Completion: Copy of Record Set of Plans. Within fifteen (15) days after completion of construction of the Tenant ltnprovements, Tenant shall cause a Notice of Cornpletion to be recorded in the office of the county in which the Premises is located and shall fumish a copy thereof to Landlord upon such recordation. If Tenant fails to do so, Landlord may execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant's agent for such purpose, at Tenant's sole cost and expense. Within thirty (30) days following the completion of construction, (i) Tenant shall cause the Architect and Contractor (A) to update the approved Working Drawings as necessary to reflect all changes made to the approved Working Drawings during the course of construction, (B) to certify to the best of their knowledge that the updated drawings are true and correct, which certification shall survive the expiration or termination of the Lease, and (C) to deliver to Landlord such updated drawings in accordance with Landlord's then-current CAD requirements, and (ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and infotmation relating to the improvements, equipment, and systems in the Premises. Tenant's obligations set forth in this Section are collectively referred to as the "Completion Obligations." 4. Miscellaneous (a) Tenant's Representative. Tenant has designated Todd Hartmann as its sole representative with respect to the matters set forth in this Exhibit, until further notice to Landlord, who shall have full authority and responsibility to act on behalf of Tenant as required in this Exhibit. (b) Landlord's Representative. Landlord has designated Chuck Wiegman of JSH Properties as its sole representative with respect to the matters set forth in this Exhibit, who, until further notice to Tenanto shall have full authorify and responsibility to act on behalf of Landlord as required in this Exhibit. (c) Tenant's Default. Nofwithstanding any provision to the contrary contained in the Lease, if a default by Tenant under the Lease (including, without limitation, this Exhibit) has occured at any time on or before the substantial completion of the Tenant Improvements, then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to withhold payment of all or any portion of the Allowance, and (ii) all other obligations of Landlord under the terms of this Exhibit shall be forgiven until such time as such default is cured pursuant to the terms of the Lease. 127 1 0 -00 142 I 0l 1 0261 5 ;6 | Office Net Lease (10.1)Exhibit D - 5 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B Exhibit E Rules and Regulations Attached to and made a part of the Lease dated July 15, 2021 between LANDMARK OF'F'ICE PARTNERS, LLC, a Delaware limited liability company, as Landlord and BLUE ORIGIN, LLC, a Washington limited liability company, as Tenant Driveways, sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by tenants or used by tenants for any purpose other than for ingress to and egress from their respective premises. The driveways, sidewalks, halls, passages, exits, entrances, elevators and stairways are not for the use ofthe general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building, the Project and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of such tenant's business unless such persons are engaged in illegal activities. No tenant, and no employees or invitees of any tenant, shall go upon the roof of any Building, except as authorized by Landlord. No tenant, and no employees or invitees of any tenant shall move any common area furniture without Landlord's consent. 2. No sign, placard, banner, picture, name, advertisement or notice, visible from the exterior of the Premises or the Building or the comtnon ar€as of the Building shall be inscribed, painted, affixed, installed or otherwise displayed by Tenant either on its Premises or any part of the Building or Project without the prior written consent of Landlord in Landlord's sole and absolute discretion. Landlord shall have the right to remove any such sign, placard, banner, picture, name, advertisement, or notice without notice to and at the expense of Tenant, which were installed or displayed in violation of this rule. If Landlord shall have given such consent to Tenant at any time, whether before or after the execution of Tenant's Lease, such consent shall in no way operate as a waiver or release of any of the provisions hereof or of the Lease, and shall be deemed to relate only to the particular sign, placard, banner, picture, name, advefiisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, banner, picture, name, advertisement or notice. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense ofTenant by a person or vendor approved by Landlord and shall be removed by Tenant at the time ofvacancy at Tenant's expense. 3. The directory of the Building or Project will be provided exclusively for the display of the name and location of tenants only and Landlord reserves the right to charge for the use thereof and to exclude any other names therefrom. 4. No curtains, draperies, shutters, screens or other coverings, awnings, hangings or decorations (other than those installed prior to the Commencement Date) shall be attached to, hung or placed in, or used in connection with, any window or door on the Premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord's standard window covering and shall in no way be visible from the exterior of the Building. All electrical ceiling fixtures hung in offices or spaces along the perimeter of the Building must be fluorescent or of a quality, type, design, and bulb color approved by Landlord. No articles shall be placed or kept on the window sills so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which Landlord considers unsightly from outside Tenant's Premises. 5. Landlord reserves the right to exclude from the Building and the Project, between the hours of 6 p.m. and 8 a.rn. and at all hours on Saturdays, Sundays and legal holidays, all persons who are not tenants or their accompanied guests in the Building. Each tenant shall be responsible for all persons for whom it allows to enter the Building or the Project and shall be liable to Landlord for all acts ofsuch persons. Landlord and its agents shall not be liable for damages for any error conceming the admission to, or exclusion from, the Building or the Project ofany person. During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord's opinion, Landlord reserves the right (but shall not be obligated) to prevent access to the Building and the Project during the continuance ofthat event by any means it considers appropriate for the safety oftenants and protection of the Building, property in the Building and the Project. 6. Tenant shall use reasonable efforts to ensure that all doors of its Premises are closed and securely locked and that all water faucets or water apparatus, coffee pots or other heat-generating devices are entirely shut off before Tenant or its {27 1 0 -00 1 42 / 0 I 1 0261 s :6} Office Net Lease (10.1) Exhibit E - I DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B employees leave the Premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage. Tenant shall be responsible for any damage or injuries sustained by other tenants or occupants ofthe Building or Project or by Landlord directly due to Tenant's noncompliance with this rule. On multiple-tenancy floors, all tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress. l. Tenant shall not use any method of heating or air-conditioning other than that supplied by Landlord. As more specifically provided in Tenant's lease of the Premises, Tenant agrees to reasonably cooperate with Landlord to assure the most effective operation of the Building's heating and air-conditioning, and shall refrain from attempting to adjust any controls other than room thermostats installed for Tenant's use. 8. Landlord will furnish Tenant free of charge with two keys to each door in the Premises. Landlord may make a reasonable charge for any additional keys, and Tenant shall not make or have made additional keys. Tenant shall not alter any lock or access device or install a new or additional lock or access device or bolt on any door of its Premises, without the prior written consent of Landlord. If Landlord shall give its consent, Tenant shall in each case furnish Landlord with a key for any such lock. Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys for all doors which have been fumished to Tenant, and in the event of loss of any keys so furnished, shall pay Landlord therefor. 9. The restrooms, toilets, urinals, wash bowls and other apparatus shall not be used by Tenant for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown into them by Tenant. The expense of any breakage, stoppage, or damage resulting from violation of this rule shall be bome by the tenant who, or whose employees or invitees, shall have caused the breakage, stoppage, or damage. 10. Tenant shall not use or keep in or on the Premises, the Building or the Project any kerosene, gasoline, or inflammable or combustible fluid or material. 1 1. Tenant shall not use, keep or permit to be used or kept in its Premises any foul or noxious gas or substance. Tenant shall not allow the Premises to be occupied or used in a manner unreasonably offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about the Premises, the Building, or the Project (other than the dogs expressly permitted by Paragraph 39.C of the Lease). 12. No cooking shall be done or permitted by any tenant on the Premises, except that use by the tenant of Underwriters' Laboratory (UL) approved equipment, refrigerators and microwave ovens may be used in the Premises for the preparation ofcoffee, tea, hot chocolate and similar beverages, storing and heating food for tenants and their employees shall be permitted. All uses must be in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations and the Lease. 13. Except with the prior written consent of Landlord, Tenant shall not sell, or permit the sale, at retail, of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise in or on the Premises, nor shall Tenant carry on, or permit or allow any employee or other person to carry on, the business of stenography, typewriting or any similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building, nor shall the Premises be used for the storage of merchandise or for manufacturing of any kind, or the business of a public barber shop, beauty parlor, nor shall the Premises be used for any illegal purpose, or any business or activity other than that specifically provided for in such Tenant's Lease. Tenant shall not accept hairstyling, barbering, shoeshine, nail, massage or similar services in the Premises or common areas except as authorized by Landlord. 14. If Tenant requires telegraphic, telephonic, telecommunications, data processing, burglar alarm or similar services, it shall hrst obtain, and comply with, Landlord's instructions in their installation. The cost of purchasing, installation and maintenance of such services shall be borne solely by Tenant. 15. Landlord will direct electricians as to where and how telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior written consent of Landlord. The location of burglar alarms, telephones, call boxes and other office equiprnent affixed to the Premises shall be subject to the prior written approval of Landlord. 16. Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or any other device on the exterior walls or the roof of the Building, without Landlord's consent. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building, the Project or elsewhere. {2'7 | 0 -00 | 42 /o1 t 026 I s ;6} Office Net Lease (10.1)Exhibit E - 2 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B ll . Tenanl shall not mark, or drive nails, screws or drill into the partitions, woodwork or drywall or in any way deface the Premises or any part thereof without Landlord's consent. Tenant may install nails and screws in areas of the Premises that have been identified for those purposes to Landlord by Tenant at the time those walls or partitions were installed in the Premises. Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of its Premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule or the removal of any floor covering shall be borne by the tenant by whom, or by whose contractors, employees or invitees, the damage shall have been caused. 18. No furniture, freight, equipment, materials, supplies, packages, merchandise or other property will be received in the Building or carried up or down the elevators except between such hours and in such elevators as shall be designated by Landlord. Tenant shall not place a load upon any floor of its Premises which exceeds the load per square foot which such floor was designed to carry or which is allowed by law. Landlord shall have the right to prescribe the weight, size and position of all safes, furniture or other heary equipment brought into the Building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on wood strips of such thickness as determined by Landlord to be necessary to properly dishibute the weight thereof, Landlord will not be responsible for loss of or damage to any such safe, equipment or property from any cause, and all damage done to the Building by moving or maintaining any such safe, equipment or other property shall be repaired at the expense of Tenant. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. 19. Tenant shall not install, maintain or operate upon its Premises any vending machine without the written consent of Landlord. 20. There shall not be used in any space, or in the public areas of the Project either by Tenant or others, any hand trucks except those equipped with rubber tires and side guards or such other material handling equipment as Landlord may approve. Tenants using hand trucks shall be required to use the freight elevator, or such elevator as Landlord shall designate. No other vehicles of any kind shall be brought by Tenant into or kept in or about its Premises. 21. Each tenant shall store all its trash and garbage within the interior of the Premises. Tenant shall not place in the trash boxes or receptacles any personal trash or any material that may not or cannot be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the city, without violation of any law or ordinance goveming such disposal. All trash, garbage and refuse disposal shall be made only through entry-ways and elevators provided for such pulposes and at such times as Landlord shall designate. If the Building has implemented a building- wide recycling program for tenants, Tenant shall use good faith efforts to participate in said program. 22. Canvassing, soliciting, distribution of handbills or any other written naterial and peddling in the Building and the Project are prohibited and each tenant shall cooperate to prevent the same. No tenant shall make room-to-room solicitation of business from other tenants in the Building or the Project, without the written consent of Landlord. 23. Landlord shall have the right, exercisable without notice and without liabilify to any tenant, to change the name and address ofthe Building and the Project. 24. Landlord reseryes the right to exclude or expel from the Project any person who, in Landlord's judgment, is under the influence of alcohol or drugs or who commits any act in violation of any of these Rules and Regulations. 25. Without the prior written consent of Landlord, Tenant shall not use the name of the Building or the Project or any photograph or other likeness of the Building or the Project in connection with, or in promoting or advertising, Tenant's business except that Tenant may include the Building's or Project's name in Tenant's address. 26. Tenant shall comply with all safefy, fire protection and evacuation procedures and regulations established by any governmental agency. 27. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed. {27 | 0 -001 42 lot I 0261 s ;6} Office Net Lease (10.1)Exhibit E - 3 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B 28. The requirements of Tenant will be attended to only upon appropriate application at the office of the Building by an authorized individual. Ernployees of Landlord shall not perform any work or do anything outside of their regular duties unless under special instructions frorn Landlord, and no employees of Landlord will admit any person (tenant or otherwise) to any office without specific instructions from Landlord. 29. Landlord reseryes the right to designate the use of the parking spaces on the Project. Tenant or Tenant's guests shall park between designated parking lines only, and shall not occupy two parking spaces with one car. Parking spaces shall be for passenger vehicles only; no boats, trucks, trailers, recreational vehicles or other types ofvehicles may be parked in the parking areas (except that trucks may be loaded and unloaded in designated loading areas). Vehicles in violation of the above shall be subject to tow-away, at vehicle owner's expense. Vehicles parked on the Project overnight without prior written consent of the Landlord shall be deemed abandoned and shall be subject to tow-away at vehicle owner's expense. No tenant of the Building shall park in visitor or reserved parking areas. Any tenant found parking in such designated visitor or reserved parking areas or unauthorized areas shall be subject to tow-away at vehicle owner's expense. The parking areas shall not be used to provide car wash, oil changes, detailing, automotive repair or other services unless otherwise approved or fumished by Landlord. Tenant will from time to time, upon the request of Landlord, supply Landlord with a list of license plate numbers of vehicles owned or operated by its employees or agents. 30. No smoking of any kind shall be permitted anywhere within the Building, including, without limitation, the Premises and those areas immediately adjacent to the entrances and exits to the Building, or any other area as Landlord elects. Smoking in the Project is only permitted in smoking areas identified by Landlord, which may be relocated from time to time. 31. If the Building fumishes common area conferences rooms for tenant usage, Landlord shall have the right to control each tenant's usage of the conference rooms, including limiting tenant usage so that the rooms are equally available to all tenants in the Building. Any common area amenities or facilities shall be provided from time to time at Landlord's discretion. 32. Tenant shall not swap or exchange building keys or cardkeys with other employees or tenants in the Building or the Project. 33. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant's employees, agents, clients, customers, invitees and guests. 34. These Rules and Regulations are in addition to, and shall not be construed to in any way modify, alter or amend, in whole or in pari, the terms, covenants, agreements and conditions of any lease of any premises in the Project. 35. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building. 36. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and the Project and for the preservation of good order therein; provided that Landlord provide Tenant with not less than thirty (30) days advance notice thereofand that any such change (i) shall not require Tenant to pay additional Rent, (ii) shall not materially adversely affect Tenants rights and obligations under the Lease, and (iii) shall be applied equitably to all tenants of the Building. Rules and Regulations - Parking A. Cars must be parked entirely within painted stall lines. B. All directional signs and anows must be observed. C. All posted speed limits for the parking areas shall be observed. If no speed limit is posted for an area, the speed limit shall be five (5) miles per hour. D. Parking is prohibited: (i) in areas not striped for parking; {27 1 0 -00 | 42 / 01 10261 s ;6} Office Net Lease (10.1) Exhibit E - 4 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B F (ii) in aisles; (iii) where "no parking" signs are posted; (iv) on ramps; (v) in cross hatched areas; and (vD in such other areas as may be designated by Landlord. E. Handicap and visitor stalls shall be used only by handicapped persons or visitors, as applicable. Parking stickers or any other device or form of identification supplied by Landlord from time to time (if any) shall remain the properfy of Landlord. Such parking identification device must be displayed as requested and may not be mutilated in any manner. The serial number of the parking identification device may not be obliterated. Devices are not transferable and any device may not be obliterated. Devices are not transferable and any device in possession of any unauthorized holder will be void. There will be a replacement charge payable by the parker and such parker's appropriate tenant equal to the amount posted from time to time by Landlord for loss of any magnetic parking card or any parking sticker. Every parker is required to park and lock his or her own car. All responsibilify for damage to cars or persons is assumed by the parker. Loss or theft of parking identification devices must be reported to Landlord, and a report of such loss or theft must be filed by the parker at that time. Any parking identification devices reported lost or stolen found on any unauthorized car will be confiscated and the illegal holder will be subject to prosecution. Lost or stolen devices found by the parker must be reported to Landlord immediately to avoid confusion. Parking spaces are for the express purpose of parking one automobile per space. Washing, waxing, cleaning, or servicing ofany vehicle by the parker and/or such person's agents is prohibited. The parking areas shall not be used for overnight or other storage for vehicles of any type. Landlord reserves the right to refuse the issuance ofparking identification or access devices to any tenant and/or such tenant's employees, agents, visitors or representatives who willfully refuse to comply with the Parking Rules and Regulations and/or all applicable Laws. Tenant shall acquaint its employees, agents, visitors or representatives with the Parking Rules and Regulations, as they may be in effect from time to time. Any monthly rental for parking shall be paid one month in advance prior to the first day of such month. Failure to do so will automatically cancel parking privileges, and a charge of the prevailing daily rate will be due. No deductions or allowances from the monthly rental for parking will be made for days a parker does not use the parking facilities. [REMAINDER OF PAGE INTENTIONALLY LEF'T BLANK] G. H. I. J K. L. {27 | 0 -00 | 42 / 0 | 10261 s ;6} Office Net Lease (10.1)Exhibit E - 5 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B {27 10 -00 I 42 / 0I 1 0261 s ;6} Office Net Lease (10.1) Exhibit F LOCATION OF CHARGING STATIONS Attached to and made a part ofthe Lease dated July 15,2021 between LANDMARK OX'FICE PARTNERS, LLC, a Delaware limited liability company, as Landlord and BLUE ORIGIN, LLC' a Washington limited liability company, as Tenant Stations psrldng stalls) Exhibit F - 6 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B Exhibit G Form of Bill of SaIe Attached to and made a part of the Lease dated July 15, 2021 between LANDMARK OF'FICE PARTNERS, LLC, a Delaware limited liability company, as Landlord and BLUE ORIGIN, LLC,a Washington limited liability company, as Tenant BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that LANDMARK OFFICE PARTNERS, LLC,, a Delaware limited liability cornpany (the "Seller"), for and in consideration of the sum of Ten Dollars and other valuable consideration to it in hand paid by BLUE ORIGIN, LLC, a Washington timited liability company (the "Purchaser"), the receipt and sufficiency ofwhich are hereby acknowledged, hereby sells, assigns, transfers and conveys unto said Purchaser any and all of Seller's right, title and interest in and to the items of personal property in the premises as of the date hereof located at 160l East Valley Road, Suite 300, Renton, Washington, as is, where is, and without warranty of title or use, and without warranty, express or implied, of merchantability or fitness for a particular purpose. TO HAVE AND TO HOLD all of said personal property unto Purchaser, its successors and assigns, to its own use forever. IN WITNESS WHEREOF, Sellerhas executed this Bill of Sale as of the _ day of ,2021 LANDMARK OFF'ICE PARTNERS, LLC, a Delaware limited liability company By: Landmark Office Investors, LLC, a Delaware limited liability company, its sole member By: Kairos Investment Management Company, LLC, a Delaware limited liability company, its manager By: Name: Jonathan A. Needell Title; President and Chief Investment Officer Dated: ,2021 {27 1 0 -001 42 / 01 1 0261 s ;6} Office Net Lease (10.1)Exhibit G - 1 DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B Exhibit H Dog Relief Area Attached to and made a part of the Lease dated July 15, 2021 between LANDMARK OF'FICE PARTNERS, LLC, a Delaware limited liability company, as Landlord and BLUE ORIGIN, LLC, a Washington limited liability company, as Tenant *The area identified below is approximate only and intended to show the general location of the dog relief area and is subject to adjustment. ts4ritEst- st3lliHf,8v 3dt "l J'4r rD, -r rBrt ll!! . rI ' 1 Iri I It .S! traF r.1e-x t- {27 t 0 -00 t 42 / 0 t I 0261 s ;6} Office Net Lease (10.1) svlNoHJti]'TV t3'Gl I dffi -,&b", d 11 e) El lirilth il fi t:] -. t,l:fif,.: r:= tT#r E lll. i:tIt @ li"- ++tl!i '- : I il D ALJ t: t, t-: II 'J ilS:nN3 VOI'JI a I I I : l, I I I I I I E H €t I tl 0 []. Ir H bf fi II I i I I ?,f,firfffr t{ c _go- [l.{!o Exhibit H - 1 tr: rr rgt DocuSign Envelope ID: 0C50F956-C05E-4AB3-B622-213397BAE02B