okta-1312021_ex1092






  {2445-00178/00946476;8} 1             SECOND AMENDMENT TO OFFICE LEASE   THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered  into as of October 14, 2020, by and between KR 100 FIRST STREET OWNER, LLC, a Delaware  limited liability company (“Landlord”), and OKTA, INC., a Delaware corporation (“Tenant”).  RECITALS  A. Landlord and Tenant are parties to that certain Office Lease dated December 2, 2017 (the “Original  Lease”), which Original Lease has been previously amended by that certain First Amendment to  Office Lease dated as of August 27, 2019 (collectively, the “Lease”).  Pursuant to the Lease,  Landlord has leased to Tenant space currently containing 207,066 rentable square feet (the “Existing  Premises”) in the building located at 100 First Street, San Francisco, California (the “Building”),  comprised of:  (i) 23,289 rentable square feet of space described as Suite 400 on the fourth (4th) floor  of the Building; (ii) 23,289 rentable square feet of space described as Suite 500 on the fifth (5th) floor  of the Building; (iii) 23,289 rentable square feet of space described as Suite 600 on the sixth (6th)  floor of the Building; (iv) 23,289 rentable square feet of space described as Suite 700 on the seventh  (7th) floor of the Building; (v) 19,039 rentable square feet of space described as Suite 800 on the  eighth (8th) floor of the Building; (vi) 19,039 rentable square feet of space described as Suite 900 on  the ninth (9th) floor of the Building; (vii) 19,039 rentable square feet of space described as Suite 1000  on the tenth (10th) floor of the Building; (viii) 19,039 rentable square feet of space described as Suite  1100 on the eleventh (11th) floor of the Building; (ix) 19,060 rentable square feet of space described  as Suite 1400 on the fourteenth (14th) floor of the Building; (x) 18,694 rentable square feet of space  described as Suite 1500 on the fifteenth (15th) floor of the Building; and (xi) 11,361 rentable square  feet of space described as Suite 2400 on the twenty-fourth (24th) floor of the Building.  Pursuant to  the Lease, Landlord has also leased to Tenant space currently containing 47,939 rentable square feet  (the “Must-Take Space” and, together with the Existing Premises, the “Premises”), comprised of  (a) 9,137 rentable square feet of space described as Suite 1200 on the twelfth (12th) floor of the  Building; (b) 19,401 rentable square feet of space described as Suite 1600 on the sixteenth (16th)  floor of the Building; and (c) 19,401 rentable square feet of space described as Suite 1700 on the  seventeenth (17th) floor of the Building.  B. As set forth in the Lease, Andersen Tax LLC, a Delaware limited liability company (“Prior  Tenant”), did not exercise its option to renew the term of its lease for the Must-Take Space.   Landlord delivered the Must-Take Space in its entirety to Tenant, and this Amendment constitutes  the Must-Take Amendment (as described in Section 1.4.8 of the Original Lease) for the entire Must- Take Space.     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained  and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,  Landlord and Tenant agree as follows:  1. Must-Take Space.  Landlord delivered the entire Must-Take Space in the Delivery Condition on  February 1, 2020.  Accordingly, (i) each Must-Take Delivery Date occurred on February 1, 2020; (ii)  the Must-Take Effective Date for the entirety of the Must-Take Space occurred on June 30, 2020;  and (iii) the Must-Take Term for the entirety of the Must-Take Space commenced on the Must-Take  Effective Date (i.e., June 30, 2020) and ends (unless sooner terminated pursuant to the terms of the  Lease, as amended hereby) on the Lease Expiration Date (i.e., October 31, 2028).  As of the Must- Take Effective Date, the Must-Take Space comprises part of the Premises and the rentable square  footage of the Premises is increased to include the Must-Take Space.  The Must-Take Space is  subject to all the terms and conditions of the Lease except as expressly modified herein and except  that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions  granted with respect to the Existing Premises unless such concessions are expressly provided for  herein with respect to the Must-Take Space.  Without limiting the generality of the foregoing, during  any period from and after the Must-Take Effective Date that Tenant is entitled to provide janitorial  services, equipment and supplies to the Must-Take Space and Tenant does provide such janitorial  services, equipment and supplies to the Must-Take Space in accordance with Section 6.1.5 of the  Original Lease, Tenant shall be entitled to the Janitorial Credit, subject to and in accordance with the  terms and conditions of Section 6.1.5 of the Original Lease.  2. Base Rent.  As of the Must-Take Effective Date, the schedule of Base Rent payable with respect to  the Must-Take Space for the balance of the original Lease Term is the following:  DocuSign Envelope ID: 0D5CA09D-06AC-40BF-AC48-C9F2109DCC2B 





 






  {2445-00178/00946476;8} 2             Period Rentable  Square  Footage  Annual   Base Rent*  Monthly  Installment  of Base  Rent*  Annual  Rental Rate  per Rentable  Square Foot*    6/30/2020 – 10/31/2020    47,939 $3,752,664.92 $312,722.08 $78.28  11/1/2020 – 10/31/2021 47,939 $3,865,244.87 $322,103.74 $80.63**  11/1/2021 – 10/31/2022 47,939 $3,981,202.22 $331,766.85 $83.05**  11/1/2022 – 10/31/2023 47,939 $4,100,638.29 $341,719.86 $85.54**  11/1/2023 – 10/31/2024 47,939 $4,223,657.44 $351,971.45 $88.10**  11/1/2024 – 10/31/2025 47,939 $4,350,367.16 $362,530.60 $90.75**  11/1/2025 – 10/31/2026 47,939 $4,480,878.17 $373,406.51 $93.47**  11/1/2026 – 10/31/2027 47,939 $4,615,304.52 $384,608.71 $96.27**  11/1/2027 – 10/31/2028 47,939 $4,753,763.66 $396,146.97 $99.16**  *  The initial Annual Base Rent amount was calculated by multiplying the initial Annual Rental  Rate per Rentable Square Foot amount by the number of rentable square feet of space in the  Must-Take Space, and the initial Monthly Installment of Base Rent amount was calculated by  dividing the initial Annual Base Rent amount by twelve (12).  In all subsequent Base Rent  payment periods during the Must-Take Term commencing on November 1, 2020, the calculation  of each Annual Base Rent amount reflects an annual increase of three percent (3%) and each  Monthly Installment of Base Rent amount was calculated by dividing the corresponding Annual  Base Rent amount by twelve (12).    **  The amount(s) identified in the column entitled "Annual Rental Rate per Rentable Square Foot"  are rounded amounts provided for informational purposes only.  All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease, as  amended hereby.  Pursuant to Section 1.4.3 of the Original Lease, Tenant shall be entitled to a  proportional abatement of Base Rent with respect to the Must-Take Space (hereinafter, the “Must- Take Space Abatement”).  Accordingly, Landlord and Tenant acknowledge and agree that,  notwithstanding anything to the contrary contained in the Lease, as amended hereby, during the  period commencing as of the Must-Take Effective Date (i.e., June 30, 2020) through January 20,  2021 (i.e., the date which is six and two-thirds (62⁄3) months after the Must-Take Effective Date) (the  “Must-Take Space Base Rent Abatement Period”), Tenant shall not be obligated to pay any Base  Rent otherwise attributable to the Must-Take Space during such period.  Landlord and Tenant further  acknowledge and agree that the aggregate amount of the Must-Take Space Abatement equals  $2,113,328.74.  Tenant acknowledges and agrees that during the Must-Take Space Base Rent  Abatement Period, such abatement of Base Rent for the Must-Take Space shall have no effect on the  calculation of any future increases in Base Rent or Direct Expenses payable by Tenant pursuant to  the terms of the Lease, as amended hereby, which increases shall be calculated without regard to  such Must-Take Space Abatement. Additionally, Tenant shall be obligated to pay all Additional Rent  applicable to the Must-Take Space during the Must-Take Space Base Rent Abatement Period subject  to Section 4.4 of the Original Lease. Tenant acknowledges and agrees that the foregoing Must-Take  Space Abatement has been granted to Tenant as additional consideration for entering into the Lease,  and for agreeing to pay the Base Rent and perform the terms and conditions otherwise required under  the Lease, as amended hereby.  If Tenant shall be in default under the Lease, as amended hereby, and  shall fail to cure such default within the notice and cure period, if any, permitted for cure pursuant to  the Lease, as amended hereby, then Tenant’s right to receive the Must-Take Space Abatement shall  toll (and Tenant shall be required to pay all Base Rent for the Must-Take Space during such period)  until Tenant has cured, to Landlord’s reasonable satisfaction, such default and at such time Tenant  shall be entitled to receive any unapplied Must-Take Space Abatement until fully applied.  3. Letter of Credit.  Landlord is currently holding a letter of credit (the “Letter of Credit”) in the  amount of $8,000,000.00 as collateral for Tenant’s performance of its obligations under the Lease, as  amended hereby.  Landlord and Tenant acknowledge and agree that Tenant has satisfied the Must- Take L-C Withdrawal Conditions and that Tenant shall have no obligation to deliver any amendment  to the existing Letter of Credit or a new or replacement L-C in connection with this Amendment  and/or with respect to the Must-Take Space.    4. Additional Rent.  For the period commencing from the date that is twelve (12) full Lease Months  following the Must-Take Effective Date (i.e., July 1, 2021) and ending on the Lease Expiration Date,  Tenant shall pay for Tenant’s Share of Direct Expenses applicable to the Must-Take Space, which  Tenant’s Share for the Must-Take Space is 10.58% of the Office Space (i.e., 2.02% of the Office  Space, with respect to Suite 1200, 4.28% of the Office Space with respect to Suite 1600 and 4.28%  of the Office Space with respect to Suite 1700) as set forth in Section 6 of the Summary in the  Original Lease, in accordance with the terms of the Lease, as amended hereby; provided, however,  DocuSign Envelope ID: 0D5CA09D-06AC-40BF-AC48-C9F2109DCC2B 





 






  {2445-00178/00946476;8} 3             during such period, the Base Year for the computation of Tenant’s Share of Direct Expenses solely  with respect to the Must-Take Space is calendar year 2020.  5. Improvements.  5.1 Condition of Must-Take Space.  Except as specifically set forth in this Amendment and the  Lease (including, without limitation, the Work Letter), Tenant shall accept the Must-Take  Space in its existing “as-is” condition and Landlord shall not be obligated to provide or pay  for any improvement work or services related to the improvement of the Must-Take Space.  5.2 Must-Take Allowance.  Landlord and Tenant acknowledge and agree that (i) the Must- Take Allowance is an amount equal to $3,980,375.17 (i.e., $83.03 per rentable square foot of  the Must-Take Space); and (ii) the Ancillary Use/Line Allocation Amount is an amount  equal to $191,756.00 (i.e., $4.00 per rentable square foot of the Must-Take Space).  5.3 Must-Take Improvements; Work Letter Revisions.  Tenant may perform the  Improvements with respect to the Must-Take Space in accordance with the terms of the  Work Letter attached as Exhibit B to the Original Lease, as amended by this Amendment.   Accordingly, for purposes of this Amendment, (i) the third to final sentence of Section  2.2.2.1 of the Work Letter shall be revised to read as follows: “Within ten (10) days  thereafter, Landlord shall deliver a check made payable to the applicable Contractor in  payment of the lesser of:  (A) the amounts so requested by Tenant, as set forth in this  Section 2.2.2.1 above, less a ten percent (10%) retention (the aggregate amount of such  retentions to be known as the “Final Retention”), and (B) the balance of any remaining  available portion of the applicable Must-Take Allowance (excluding the Final Retention),  provided that Landlord does not dispute any request for payment based on non- compliance of any work with the Approved Working Drawings, as that term is defined in  Section 3.4 below, or due to any substandard work, or for any other reason.”, (ii) the  phrase “Subject to the provisions of this Work Letter, a check for the Final Retention  payable jointly to Tenant and the applicable Contractor, or directly to such Contractor at  Landlord’s reasonable discretion” at the start of Section 2.2.2.2 of the Work Letter shall  be revised to read as follows: “Subject to the provisions of this Work Letter, a check for  the Final Retention made payable to the applicable Contractor”, (iii) Section 4.2.1.2 of  the Work Letter shall be deleted in its entirety, (iv) for the avoidance of doubt, no  Coordination Fee shall be payable in connection with Tenant’s performance of the Must- Take Space Improvements, (v) the reference to “held at either 100 First Street San  Francisco, California or 634 Second Street, San Francisco, California, as designated by  Landlord” in Section 4.2.5 shall be deleted in its entirety and replaced with “held either at  100 First Street, San Francisco, California or telephonically or via video conference, as  designated by Tenant”, (vi) Ada Wong shall be removed as Tenant’s representative from  Section 6.1 of the Work Letter and Assal Yavari (whose e-mail address for the purposes  of the Work Letter is assal.yavari@okta.com and phone number is (888) 722-7871) shall  be added as Tenant’s representative in Section 6.1 of the Work Letter, (vii) Eddie Perez  shall be removed as a Landlord’s representative from Section 6.2 of the Work Letter, and  (viii)  the Construction Risk Alternative shall not apply to the Improvements with respect  to the Must-Take Space and Landlord shall have no right to deliver Landlord’s  Construction Risk Notice with respect to such Improvements with respect to the Must- Take Space.  Notwithstanding anything to the contrary contained in the Work Letter,  Landlord shall make all payments from the Must-Take Allowance to the applicable  Contractors first and thereafter any remaining amounts shall be the responsibility of  Tenant, it being the intent of the parties that no funds or payment shall be made on a pari  passu basis.    6. Insurance.  Tenant acknowledges that Section 10.5 of the Original Lease regarding Tenant’s   Insurance covers the Must-Take Space.  7. Miscellaneous.  7.1 This Amendment sets forth the entire agreement between the parties with respect to the  matters set forth herein.  There have been no additional oral or written representations or  agreements.  The capitalized terms used in this Amendment shall have the same definitions  as set forth in the Lease to the extent that such capitalized terms are defined therein and not  redefined in this Amendment.  7.2 Except as herein modified or amended, the provisions, conditions and terms of the Lease  shall remain unchanged and in full force and effect.  In the case of any inconsistency  DocuSign Envelope ID: 0D5CA09D-06AC-40BF-AC48-C9F2109DCC2B 





 






  {2445-00178/00946476;8} 4             between the provisions of the Lease and this Amendment, the provisions of this Amendment  shall govern and control.  7.3 Neither party shall be bound by this Amendment until both parties have executed and  delivered the same to each other.  7.4 Tenant hereby represents to Landlord that Tenant has dealt with no broker in connection  with this Amendment other than Colliers International.  Tenant agrees to indemnify and hold  Landlord and the Landlord Parties harmless from all claims of any other brokers claiming to  have represented Tenant in connection with this Amendment.    Landlord hereby represents  to Tenant that Landlord has dealt with no broker in connection with this Amendment other  than CBRE, Inc.  Landlord agrees to indemnify and hold Tenant and the Tenant Parties  harmless from all claims of any other brokers claiming to have represented Landlord in  connection with this Amendment.  7.5 The terms and conditions of Section 29.43 of the Original Lease shall apply to this  Amendment.  7.6 For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses  to Tenant, and Tenant hereby acknowledges, that neither the Premises nor the interior of  the Building have undergone inspection by a Certified Access Specialist (CASp).  As  required by Section 1938(e) of the California Civil Code, Landlord hereby states as  follows:  “A Certified Access Specialist (CASp) can inspect the subject premises and  determine whether the subject premises comply with all of the applicable construction- related accessibility standards under state law.  Although state law does not require a  CASp inspection of the subject premises, the commercial property owner or lessor may  not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises  for the occupancy or potential occupancy of the lessee or tenant, if requested by the  lessee or tenant.  The parties shall mutually agree on the arrangements for the time and  manner of the CASp inspection, the payment of the fee for the CASp inspection, and the  cost of making any repairs necessary to correct violations of construction-related  accessibility standards within the premises.”  In furtherance of the foregoing, Landlord  and Tenant hereby agree as follows: (a) any CASp inspection requested by Tenant shall  be conducted, at Tenant’s sole cost and expense, by a CASp approved in advance by  Landlord, subject to Landlord’s reasonable rules and requirements; (b) Tenant, at its sole  cost and expense, shall be responsible for making any improvements or repairs within the  Premises to correct violations of construction-related accessibility standards; and (c) if  anything done by or for Tenant in its use or occupancy of the Premises shall require any  improvements or repairs to the Building or Project (outside the Premises) to correct  violations of construction-related accessibility standards, then Tenant shall reimburse  Landlord within thirty (30) days after Tenant’s receipt of an invoice therefor together  with reasonable supporting evidence, as Additional Rent, for the cost incurred by  Landlord in connection with performing such improvements or repairs.  The foregoing  verification is included in this Amendment solely for the purpose of complying with  California Civil Code Section 1938 and the terms of this Section 7.6 regarding the  parties’ liability for construction related accessibility requirements shall apply only in the  event Tenant exercises a right to conduct a CASp inspection and shall not in any manner  otherwise affect Landlord’s and Tenant’s respective responsibilities for compliance with  construction-related accessibility standards as are expressly set forth in the Lease, as  amended hereby.  7.7 THE PARTIES HERETO CONSENT AND AGREE THAT THIS AMENDMENT  MAY BE SIGNED AND/OR TRANSMITTED BY FACSIMILE, E-MAIL OF A .PDF  DOCUMENT OR USING ELECTRONIC SIGNATURE TECHNOLOGY (E.G., VIA  DOCUSIGN OR SIMILAR ELECTRONIC SIGNATURE TECHNOLOGY), AND  THAT SUCH SIGNED ELECTRONIC RECORD SHALL BE VALID AND AS  EFFECTIVE TO BIND THE PARTY SO SIGNING AS A PAPER COPY BEARING  SUCH PARTY’S HAND-WRITTEN SIGNATURE.  THE PARTIES FURTHER  CONSENT AND AGREE THAT (1) TO THE EXTENT A PARTY SIGNS THIS  DOCUMENT USING ELECTRONIC SIGNATURE TECHNOLOGY, BY CLICKING  “SIGN”, SUCH PARTY IS SIGNING THIS AMENDMENT ELECTRONICALLY,  AND (2) THE ELECTRONIC SIGNATURES APPEARING ON THIS AMENDMENT  SHALL BE TREATED, FOR PURPOSES OF VALIDITY, ENFORCEABILITY AND  ADMISSIBILITY, THE SAME AS HAND-WRITTEN SIGNATURES.  DocuSign Envelope ID: 0D5CA09D-06AC-40BF-AC48-C9F2109DCC2B 





 






  {2445-00178/00946476;8} 5             7.8 To induce Tenant to execute this Amendment, and in addition to the other representations  and warranties of Landlord contained in the Lease, as amended hereby, Landlord  warrants and represents that:  (a) No person or entity (except Tenant) has any right to lease or take possession of  any portion of the Must-Take Space (including, without limitation, Prior Tenant).  (b) As of the date of this Amendment, to Landlord’s knowledge, no restrictions  contained in any leases of other tenants at the Project do or shall prohibit, restrict,  conflict with or adversely affect Tenant’s use and occupancy of the Must-Take  Space or the Premises or the intended use of the rights granted to Tenant in the  Lease, as amended hereby, including the Ancillary Uses.  (c) As of the date of this Amendment, no Security Document that affects the validity  of the Lease, as amended hereby, encumbers Landlord’s interest in the Building  or Project as of the date hereof.   [Signature Page Follows]  DocuSign Envelope ID: 0D5CA09D-06AC-40BF-AC48-C9F2109DCC2B 





 






  {2445-00178/00946476;8} 6             IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the  day and year first above written.    LANDLORD:    KR 100 FIRST STREET OWNER, LLC,   a Delaware limited liability company  By: 100 First Street Member, LLC,  a Delaware limited liability company,  its Manager  By: Kilroy Realty, L.P.,  a Delaware limited partnership,  its Managing Member   By: Kilroy Realty Corporation,  a Maryland corporation,  its General Partner    By:    Name:    Title:        By:    Name:    Title:        TENANT:    OKTA, INC.,   a Delaware corporation      By: ________________________________  Name: ________________________________  Title: ________________________________      By: ________________________________  Name: ________________________________  Title: ________________________________                                     [Signature Page to Second Amendment to Office Lease]  DocuSign Envelope ID: 0D5CA09D-06AC-40BF-AC48-C9F2109DCC2B General Counsel Jon Runyan SVP, Asset Management Eileen Kong John Osmond SVP Asset Management