3.1 General. Tenant shall continuously use and occupy the Premises only for the Permitted Use of the Premises to the extent not prohibited by the Rules and Regulations. Tenant shall not use or permit or suffer the use of the Premises for any other business or purpose. Tenant shall conform to the Rules and Regulations. "Rules and Regulations" shall mean the rules and regulations for the Project promulgated by Landlord from time to time. The Rules and Regulations which apply as of the Date of this Lease are attached as EXHIBIT "D".

                         3.2 Restricted Uses. Tenant expressly acknowledges that Landlord has advised it of restricted, prohibited, and exclusive uses (collectively, "Restricted Uses") applicable to the Premises. Restricted Uses are set forth on EXHIBIT ‚ÄúF‚Äù. Tenant shall not use or permit or suffer the use of the Premises for any of the Restricted Uses. Tenant further acknowledges that the provisions in the agreements granting exclusive use rights to other tenants in the Project and the provisions of this Lease concerning the Restricted Uses are in the nature of restrictive covenants running with the land.

                         3.3 Master Covenants. ‚ÄúMaster Covenants‚Äù means that certain Declaration of Master Covenants, Easements & Restrictions and Master Deed for the Building. The parties to the Master Covenants shall be Landlord or its successors and the collective ownership of the ‚ÄúCondominium Parcel‚Äù, which Condominium Parcel constitutes floors 18 through 20 for the Building. The purpose of the Master Covenants shall be to provide for the operation, maintenance, cleaning, repairs, replacement and regulation of use of those features and elements of the Building which are utilized and enjoyed by the Condominium Parcel owners, the Landlord and the tenants of the ‚ÄúOffice Parcel‚Äù, which Office Parcel constitutes floors 1 through 17 of the Building.

                         3.4 Exclusive Use.

                                 3.4.1 Restriction. If and for as long as Tenant is not in default under this Lease beyond any applicable grace period and is not holding over beyond the expiration of the Lease Term, Landlord shall not (i) lease any space in the Building to any tenant who will engage in the primary business of coworking office space (i.e., shared or private office space available for a fee to members which includes ancillary amenities and support services) as operated by Tenant (‚ÄúExclusive Use‚Äù); or (ii) engage in the Exclusive Use at the Project. Notwithstanding the foregoing, Landlord may construct speculative office suites. The rights granted in this section are personal to the original named Tenant in this Lease (and any Permitted Assignee) and shall be subject to the satisfaction of the following conditions: (a) no portion of the Premises is sublet to anyone (other than a Permitted Transferee) at the time Landlord would otherwise seek to lease space in violation of this restriction; and (b) this Lease has not been assigned to anyone (other than a Permitted Assignee) at the time Landlord would otherwise seek to lease space in violation of this restriction. Landlord‚Äôs obligations under this section shall automatically cease and terminate and Landlord may lease space in the Building free and clear of the restrictions imposed by this section should the Premises cease to be used primarily for the Exclusive Use or if Tenant has ceased operating the Premises for more than 90 consecutive days (except due to casualty, condemnation, or as a result of Alterations by Tenant). The rights granted in this section shall not apply to leases in existence as of the Date of this Lease (or any replacement for such leases or expansion of the premises leased under them, whether by right of first refusal, right of first offer, or other expansion right or similar right previously granted by Landlord, or otherwise, or by any of the successors, assigns, sublessees, or transferees of the tenants under such existing leases), which lease(s) currently permit the premises leased under them to be used for the Exclusive Use or for any lawful use.

                                 3.4.2 Limitation of Remedies. If Landlord violates this section by leasing space in the Building for a use that includes the Exclusive Use, and Landlord does not cure such violation within 90 days after receipt of Tenant's notice of the violation, Tenant shall have all remedies provided by law; provided that, Tenant expressly waives any right to terminate this Lease as a result of such violation. If another tenant of the Building violates a provision in its lease by engaging in the Exclusive Use, upon Tenant's request, Landlord will notify such tenant of its default and demand in writing that it cease and desist from such unauthorized use. This will be Landlord's sole liability for any such use by another tenant except that, at Tenant's request, Landlord will assign to Tenant all of Landlord's rights to enforce the defaulting tenant's lease so as to preclude the use in violation of the Exclusive Use.

                                 3.4.3 Enforceability. Landlord‚Äôs obligations under this section have been assumed as an accommodation to Tenant and as an inducement to Tenant to enter into this Lease. It is Landlord‚Äôs and Tenant‚Äôs belief that the use restriction granted to Tenant in this section is reasonable in territory, time, and person and otherwise meets applicable legal criteria so as to be enforceable under antitrust laws. However, Landlord makes no representations, express or implied, as to the enforceability of the foregoing use restriction, or whether such restrictions violate any applicable state or federal laws. If this use restriction is found to be in violation of any state or federal antitrust laws by final judgment of a court of competent jurisdiction, Landlord will be absolved from liability for breach of this use restriction.

                                 3.4.4 Waiver on Extension. Notwithstanding any other provisions in this Lease to the contrary, if Tenant exercises an option to extend the Lease Term at any time when Landlord is concurrently in violation of this section, and, at the time of Tenant‚Äôs election of its option to extend Tenant has failed to enforce its rights under this section for Landlord‚Äôs breach of its obligations within 90 days from the date Tenant notifies Landlord of the violation, in either of such events, Tenant shall be deemed to have waived its rights and remedies available under this section. Further, Tenant shall have no remedy for a violation of this section if another tenant or occupant in the Building violates the Exclusive Use by manner or use of its premises and (i) Landlord provides notice of the lease violation to such other tenant or occupant in the Building; and (ii) either the other tenant or occupant ceases the violation within 90 days, or Landlord commences an action (or arbitration, if required by such lease) against such other tenant or occupant in the Building, and thereafter uses good-faith efforts to enforce its rights under such lease.

                                 3.4.5 No Solicitation. During the Lease Term, Tenant shall not directly solicit by phone, in person contact, mail, e-mail, direct message, or other form of communication directed to a specific recipient any of Landlord‚Äôs Customers (as defined below) for lease, use, or occupancy of space in the Premises in connection with Tenant‚Äôs business. ‚ÄúSolicit‚Äù shall mean touring, or offering to tour, the Premises; offering or proposing terms to lease a suite in the Premises; entering into a letter of intent or proposal to lease a suite in the Premises; or providing a copy of Tenant‚Äôs membership agreement. ‚ÄúLandlord‚Äôs Customers‚Äù shall mean any person or entity who shall at that time be a tenant, subtenant, or other occupant of any part of the Building. This section shall not prohibit Tenant from advertising generally to the public, such as by newspaper, magazine, website, TV, radio, social media, and other forms of non-direct general advertisement.


Section label: Exclusive Use and No Solicitation