mime-ex1042_166.htm



 

Exhibit 10.42



 

 

 

September 5, 2018

 

Mimecast North America, Inc.

191 Spring Street

Lexington, MA 02421

Attn:  Peter Campbell

 


	
 
	
Re:
	
That  certain  Lease,  dated  January 4, 2013, as amended from  time  to time  prior  to the date  hereof (the  "Lease") by and between PCPI  UT Owner,  LP, a Delaware limited partnership,  as successor in  interest to SP Millennium Center,  L.P., a Delaware  limited partnership, as Landlord (the "Landlord"), and Mimecast North  America,  Inc., a Delaware corporation,  as Tenant (the "Tenant"), with  respect  to certain premises located  at 222  West Las Colinas Boulevard, Irving,  Texas  75039  (the "Premises").




 

Ladies and Gentlemen:

 

In reference to the Lease,  each  by its respective signature and acknowledgement hereto, the Landlord and the Tenant hereby  agree  to amend  and restate  in its  entirety Section 20 of the Lease  to read  as follows:

 

"In addition to any statutory landlord's  lien,  now  or hereafter enacted, Tenant grants  to Landlord, to secure  performance of Tenant's obligations hereunder, a security  interest in all of Tenant's furniture, trade  or other  fixtures, inventory and equipment situated  in or upon  the Premises or the Project,  and all proceeds thereof ( except  merchandise sold  in the ordinary course of business) (collectively,  the "Collateral"), and the Collateral shall  not be removed from  the Premises or the Project without the prior  written  consent of Landlord until  all obligations of Tenant have  been  fully performed.   For purposes of this Section  20, there  shall  be a rebuttable presumption that all property located  in the Premises is owned  by Tenant.  Upon  the occurrence of an Event  of Default,  Landlord may,  in addition to all other  remedies, without notice  or demand except  as provided below,  exercise the rights  afforded to a secured party  under  the Uniform Commercial Code  of the state  in which  the Premises are located  (the "UCC").  To the extent the UCC  requires Landlord to give to Tenant notice  of any act or event  and such notice cannot be validly  waived  before a default occurs,  then five-days'  prior written notice thereof shall be reasonable notice of the act or event.  In  order  to perfect  such  security interest,  Landlord may file any financing statement or other  instrument necessary at Tenant's expense at the state and county  Uniform Commercial Code  filing  offices."

 

 

 

 

US 5763837v.2



 

 

This letter agreement  shall be binding  on each of Landlord,  Tenant  and each of their respective  legal representatives, successors and assigns. This letter may be executed  by facsimile or other electronic  means,  and in any number  of counterparts,  each of which  shall be deemed  an original  and all of which together  shall constitute a single instrument.

 

Except  as specifically  stated herein, nothing  contained  in this letter agreement  shall  be deemed  a modification or amendment  of the Lease, which remains  in full force and effect, or as a waiver of any respective  rights or remedies  of Landlord  and Tenant  under the Lease or otherwise available  at law or in equity, each of which are hereby expressly  reserved.

 

Please evidence  your agreement  to the foregoing  by executing the letter agreement  in the space provided  below.

 


	
 
	
Sincerely,

	
 
	
 
	
 

	
 
	
PCPI UT OWNER, LP, a Delaware limited partnership

	
 
	
 
	
 

	
 
	
By:
	
Parallel Capital Partners, Inc., a California corporation, its authorized agent




 

 


	
 
	
By:
	
/s/ Michael Burer

	
 
	
Name:
	
Michael Burer

	
 
	
Title:
	
CFO




 

 


			
	
ACKNOWLEDGED AND AGREED:

	
 
	
 
	
 

	
MIMECAST NORTH AMERICA, INC.,

	
a Delaware corporation

	
 
	
 
	
 

	
 
	
 
	
 

	
By:
	
 
	
 

	
Name:
	
 
	
 

	
Title:
	
 
	
 




 

 

 

2

US 5763837v.2



 

This letter agreement  shall be binding on each of Landlord, Tenant and each of their respective  legal  representatives, successors  and assigns.  This letter may be executed  by facsimile or other electronic  means, and in any number  of counterparts, each of which shall be deemed an original  and all of which together shall constitute a single  instrument.

 

Except as specifically stated herein,  nothing contained  in  this  letter agreement shall be deemed  a modification  or amendment of the  Lease, which remains  in  full force and effect. or as a waiver of any respective  rights  or remedies  of Landlord  and Tenant  under the Lease or otherwise available  at law or in  equity, each of which are hereby expressly  reserved.

 

Please evidence  your agreement to the foregoing  by executing the letter agreement  in  the space provided  below.

 


	
 
	
Sincerely,

	
 
	
 
	
 

	
 
	
PCPI UT OWNER,  LP, a Delaware  limited partnership

	
 
	
 
	
 

	
 
	
By:
	
Parallel  Capital  Partners,  Inc.,  a California  corporation, its authorized  agent




 

 


	
 
	
By:
	
 

	
 
	
Name:
	
 

	
 
	
Title:
	
 




 


			
	
ACKNOWLEDGED AND AGREED:

	
 
	
 
	
 

	
MIMECAST NORTH  AMERICA,  INC.,

	
a Delaware  corporation

	
 
	
 
	
 

	
 
	
 
	
 

	
By:
	
 
	
/s/ Peter Campbell

	
Name:
	
 
	
Peter Campbell

	
Title:
	
 
	
CFO




 

 

3

US 5763837v.2