Exhibit 10.2

 



LEASE AGREEMENT   BY AND BETWEEN 201 SOUTH STREET OWNER LLC AND CARBON BLACK, INC. 201-207   SOUTH STREET, BOSTON, MASSACHUSETTS


    




 










Date: TABLE OF   CONTENTS ARTICLE 1 Basic Lease Information 4 ARTICLE 2 Demise 5 ARTICLE 3 Term   6 ARTICLE 4 Rent 7 ARTICLE 5 Use 7 ARTICLE 6 Improvements, Alterations And   Fixtures 8 ARTICLE 7 Repairs 10 ARTICLE 8 Laws, Ordinances, Requirements for   Public Authorities and Others 11 ARTICLE 9 Insurance 11 ARTICLE 10 Damage By   Fire Or Other Cause 13 ARTICLE 11 Assignment, Subletting, Mortgaging 14   ARTICLE 12 Limited Liability On Landlord 16 ARTICLE 13 Rules And Regulations   17 ARTICLE 14 Condemnation 17 ARTICLE 15 Entry, Right To Change Public   Portions Of The Building, Etc 17 ARTICLE 16 Bankruptcy 18 ARTICLE 17 Defaults   and Remedies and Waiver of Redemption 19 ARTICLE 18 Covenant Of Quiet   Enjoyment 22 ARTICLE 19 Subordination And Attornment 22 ARTICLE 20 Services   And Equipment 23 ARTICLE 21 Additional Rent For Increases In Real Estate   Taxes 25 ARTICLE 22 Additional Rent For Increases In Costs Of Operations 26   ARTICLE 23 Electric Services 30 2


    




 










ARTICLE 24   Broker 30 ARTICLE 25 Estoppel Certificate 30 ARTICLE 26 Surrender Of Premises   31 ARTICLE 27 Environmental Hazards 31 ARTICLE 28 Notices 32 ARTICLE 29   Inability To Perform 32 ARTICLE 30 Condition of the Premises; Allowance 33   ARTICLE 31 Security Deposit 33 ARTICLE 32 Arbitration 34 ARTICLE 33   Miscellaneous 35 ARTICLE 34 Right of First Offer 38 SCHEDULE A - THE LAND   SCHEDULE B - PREMISES SCHEDULE C - RULES AND REGULATIONS SCHEDULE D -   CLEANING SPECIFICATIONS SCHEDULE E-TENANT ALTERATION SPECIFICATIONS SCHEDULE   F - INTENTIONALLY OMITTED SCHEDULE G - FORM OF ESTOPPEL SCHEDULE H - FORM OF   COMMENCEMENT DATE AGREEMENT SCHEDULE I - CURRENT FORM OF SNDA 3


    




 










LEASE made this   1st day of March 2017 between 201 SOUTH STREET OWNER LLC, a Delaware limited   liability company {hereinafter "Landlord"), and CARBON BLACK, INC.   a Delaware corporation_ (hereinafter "Tenant"). WITNESSETH: ARTICLE   1 Basic Lease Information LANDLORD: LANDLORD'S ADDRESS: TENANT: TENANT'S   ADDRESS: PROPERTY MANAGER: BUILDING: LAND: PREMISES: PROPERTY: AGREED AREA OF   PREMISES: AGREED AREA OF BUILDING: TERM: 201 South Street Owner LLC c/o   ClearRock Properties LLC 1221 Avenue of the Americas, 20th Floor New York. NY   10020 Carbon Black, Inc. 1100 Winter Street Waltham, MA 02451 ClearRock   Properties LLC c/o Lincoln Property Company 60 South Street, Suite 1020   Boston, Massachusetts, 02111 201-207 South Street, Boston, MA The Land on   which the Project is located and which is described on Schedule A Space on   the 3rd floor of the Building as shown by the cross hatched area on Schedule   B attached hereto The Land and the Building Approximately 7,270 rentable   square feet 69,054 rentable square feet Four (4) years and the period from   the Commencement Date until the Rent Commencement Date and expiring on the   Expiration Date COMMENCEMENT DATE: See Section 3.014


    




 










RENT   COMMENCEMENT DATE: EXPIRATION DATE: LEASE YEAR: RENEWAL OPTION: SECURITY   DEPOSIT: PREPAID RENT: BASE RENT: BASE YEAR FOR OPERATING COSTS: TAX BASE   YEAR: TENANTS SHARE: BROKER: ADDITIONAL RENT Two (2) months after the earlier   to occur of (i) the date that is two (2) months after Commencement Date, or   (ii) the date that Tenant first commences business operations in the Premises   11:59 p.m. (E.S.T) on the last day of the 48th full month after the Rent   Commencement Date Each twelve (12) month period commencing on Rent   Commencement Date and on each anniversary thereof, provided that if the Rent   Commencement Date is not the first day of a month, then the first Lease Year   shall be the period from the Rent Commencement Date through the last day of   the 12(m) full month thereafter One (1) renewal term of three (3) years   $83,604.99 $26,959.58 (applicable to Month 1 of the Term) Lease Year 1:   $323,515.00 per year Lease Year 2: $330,785.00 per year Lease Year 3:   $338,055.00 per year Lease Year 4: $345,325.00 per year Calendar Year 2017   July 1,2017 to June 30, 2018 10.53% Jones Lang LaSalle and T3 Advisors All   sums other than Base Rent payable by Tenant to Landlord under this Lease,   including Tenant's Tax Payment, Tenant's Operating Payment, late charges,   overtime or excess service charges, damages, interest and other costs related   to Tenant's failure to perform any of its obligations under this Lease   ARTICLE 2 Demise Landlord hereby leases the Premises to Tenant and Tenant   hereby leases the Premises from Landlord for the Term. The Premises are   leased together with the appurtenances thereto, 5


    




 










including the   non-exclusive right to utilize in common with others, the lobbies, elevators,   sidewalks, walkways, common facilities, and other public portions of the   Property. ARTICLE 3 Term Section 3.01 The Commencement Date of the Lease   shall be a date selected by Tenant by written notice to Landlord, provided   that the Commencement Date shall be no later than June 1, 2017. Tenant shall   not be entitled to possession of the Premises prior to the Commencement Date.   Section 3.02 Tenant shall have the right to extend the Term for an additional   term (the "Extension Term") of three (3) years to commence on the   date following immediately the Expiration Date upon the same terms and   conditions as contained in this Lease except that the Base Rent shall be the   greater of (i) Fair Market Rent, or (ii) the amount of Base Rent that is   payable hereunder as of the Expiration Date, Tenant shall have no further   extension options and Landlord shall not be required to refurbish the   Premises nor provide any allowance therefor. Tenant shall give Landlord   written notice of its exercise not earlier than twelve (12) months and not   later than nine months prior to the original Expiration Date. Time is of the   essence with respect to such date. In order for Tenant's exercise of this   option to be effective, at the time it gives such notice and at the time the   extended term is to commence, this Lease must be in full force and effect and   Tenant shall not be in default, beyond applicable notice and cure periods, at   either time of any of the terms, covenants or conditions of this Lease. For   purposes of this Article 3, the term "Fair Market Rent" shall mean   the annual fair market rent per square foot for then being paid under renewal   leases for comparable space in the Building to tenants of comparable   financial standing, considering all relevant factors, including without   limitation the condition of the premises involved, floor location and floor   height. If comparable leases do not then exist in the Building, then   comparison shall be made to new, arms-length leases in comparable buildings   in downtown Boston, considering the same factors. The term   "Determination Date" shall mean the first date new Base Rent is   applicable for the Extension Term. The initial determination of Fair Market   Rent shall be made by Landlord. Landlord shall give written notice to Tenant   of the proposed Fair Market Rent of at least three (3) months prior to the   Determination Date. If Landlord's determination of Fair Market Rent is   greater than the amount of Base Rent that is payable hereunder as of the   Expiration Date, and Landlord and Tenant shall fail to agree upon the Fair   Market Rent proposed by Landlord within thirty (30) days after receipt by   Tenant of Landlord's notice thereof, then the Fair Market Rent shall be   determined in accordance with the arbitration and appraisal procedures set   forth below. In the event Landlord and Tenant are unable to agree upon Fair   Market Rent for the Premises, Landlord and Tenant shall agree on an   independent M.A.I, certified real estate appraiser experienced in appraising   major commercial office properties for major commercial institutions with at   least five years' experience as M.A.I, real estate appraisers in the downtown   Boston. If Landlord and Tenant are unable to agree on such an appraiser   within thirty (30) days, either party upon notice to the other party, may   request such appointment by the American Arbitration Association in Boston,   Massachusetts (or any successor thereto), or upon its failure, refusal or   inability to act, may apply for such appointment to a court of competent   jurisdiction. Within fifteen (15) day after such appraiser is agreed upon or   appointed, Landlord and Tenant shall each submit to the appraiser its   determination of Fair Market Rent, The appraiser shall select whichever of   Landlord's and Tenant's determination of Fair Market Rent he or she   determines is closest to Fair Market Rent. The appraiser shall not have the   power to select or designate any other amount as Fair Market Rent. Each party   shall pay its own counsel fees and 6


    




 










expenses, if   any, in connection with any arbitration or appraisal under this paragraph,   and the parties shall share equally all other expenses and fees of any such   arbitration, including the fees associated with the appraiser. The   determination rendered in accordance with the provisions of this paragraph   shall be final and binding in fixing the Fair Market Rent. The appraiser   shall not have the power to add to, modify, or change any of the provisions   of the Lease. If for any reason the Fair Market Rent shall not have been   determined prior to the Determination Date, then until the Fair Market Rent   shall have been finally determined, rent payable subsequent to the   Determination Date shall be equal to Fair Market Rent imposed by Landlord   plus the additional rent then payable by Tenant. Upon such final   determination of Fair Market Rent, an appropriate adjustment shall be made   reflecting such final determination, and Landlord or Tenant, as the case may   be, shall pay the other any overpayment or deficiency, as the case may be,   from the Determination Date to the date of such final determination. ARTICLE   4 Rent Section 4.01 Tenant covenants and agrees to pay Landlord without   further notice or demand (i) Base Rent in equal monthly installments in   advance on the first (1st) day of each month commencing on the Rent   Commencement Date, and (ii) Additional Rent, at the times and in the manner   set forth in this Lease, without any setoff, counterclaim, abatement or   deduction whatsoever other than as expressly set forth in this Lease, except   that the first installment of Base Rent shall be paid on the delivery of this   Lease. Tenant further agrees that all covenants and agreements to pay Rent as   set forth herein are independent of all other lease covenants and agreements   set forth in this Lease. Rent shall be paid to Landlord c/o the Property   Manager at the Property Manager's address set forth in the basic lease terms,   or such other place as Landlord may designate in writing in accordance with   Article 28 hereof. Base Rent and Additional Rent are hereinafter collectively   referred to as "Rent". Section 4.02 In the event that Tenant fails   to make any Rent payment on or before the tenth (10th) day of the month,   Tenant shall pay a late charge in the amount of four percent (4%) of the   amount due. In addition, all Base Rent, Additional Rent and other sums due   Landlord pursuant to this Lease which are not paid for more than ten (10)   days after the due date thereof shall bear interest from their respective due   dates until paid at the rate of twelve percent (12%) per annum("Default   Rate"). The foregoing shall be in addition to any other right or remedy   which may be available to Landlord in the event of default by Tenant. ARTICLE   5 Use Tenant shall only use the Premises for administrative, executive and   general business office purposes only. Tenant shall not at any time use or   occupy, or suffer or permit anyone to use or occupy, the Premises, or do or   permit anything to be done in the Premises, in any manner (i) which violates   the Certificate of Occupancy for the Premises or for the Building; (ii) which   causes injury to the Building or any equipment, facilities or systems   therein; (iii) which constitutes a violation of the laws and requirements of   any public authorities or the requirements of insurance bodies; (iv) which   impairs the character, reputation or appearance of the Building as a   first-class office Building; (v) which impairs the proper and economic maintenance,   operation and repair of the Building and/or its equipment, facilities or   systems, in excess of normal office use; or (vi) which unreasonably annoys or   inconveniences other tenants or occupants of the Building. 7


    




 










ARTICLE 6 Improvements.   Alterations And Fixtures Section 6.01 Tenant shall make no alterations,   installations, additions or improvements ("Alterations") in or to   the Premises, except as set forth below, without Landlord's prior written   consent, which consent shall not be unreasonably withheld, conditioned or   delayed, so long as such Alterations (i) are non-structural and do not affect   any Building Systems, (ii) affect only the Premises and are not visible from   outside of the Premises, (iii) do not affect the certificate of occupancy   issued for the Building or the Premises, and (iv) do not violate any   Requirement. Alterations of a purely decorative nature, such as painting or   wallpapering, and other alterations which do not require a building permit or   impact the Building's Systems, facade or structural elements ("Cosmetic   Alterations") and other Alterations which will not affect the structure   of the Building or Building systems outside of the Premises and that will   cost less than $50,000.00 shall not require Landlord's approval, but Tenant   shall provide Landlord with prior written notice thereof and the same shall   be required to comply with all other provisions of this Article 6 and with   the provisions of Schedule E hereof. "Building Systems" as used   herein means the mechanical, electrical, plumbing, sanitary, sprinkler,   heating, ventilation and air conditioning, security, life-safety, elevator   and other service systems or facilities of the Building up to the point of   connection of localized distribution to the Premises (excluding, however,   supplemental HVAC systems of tenants, sprinklers and the horizontal   distribution systems within and servicing the Premises and by which   mechanical, electrical, plumbing, sanitary, heating, ventilating and air   conditioning, security, life safety and other service systems are distributed   from the base Building risers, feeders, panelboards, etc. for provision of   such services to the Premises). All such Alterations shall be done at   Tenant's sole expense by Contractors reasonably acceptable to Landlord   (provided that Landlord shall have the right to designate the contractors   that Tenant uses for any work on the mechanical, electrical and plumbing   systems in the Building and the roof of the Building, as long as they are   reasonably competitive in price), at such times and in such manner as   Landlord may from time to time reasonably designate, and in full compliance   with all governmental authorities having jurisdiction thereof. All   Alterations made or affixed to the Building shall, unless the parties otherwise   agree in writing or Landlord elects otherwise {which election shall be made   at the time Landlord approves the plans for any Alteration, including   Tenant's initial Alterations to the Premises), become the property of   Landlord and remain upon, and be surrendered with the Premises at the   termination of this Lease. Alterations made by Tenant and designated by   Landlord to be removed shall be removed by Tenant at its sole expense and   Tenant shall restore the Premises to the condition prior to the installation   of such Alteration, reasonable wear and tear and damage by casualty and   condemnation excepted, prior to the termination of this Lease in accordance   with the provisions of Article 26. Notwithstanding anything herein to the   contrary, Landlord shall not require the removal of (i) any Alterations that   are normal office installations, or (ii) any Cosmetic Alterations. Landlord   will advise Tenant, when Landlord review's Tenant's plans and specifications   for the Tenant Work, as to whether any portion of the Tenant Work will be   required to be removed upon the termination of this Lease. Tenant shall   correct or replace any installation that causes on-going damage to any   Building facility or service. In the event that Tenant fails to correct such   installation, Landlord may make such correction and charge Tenant for the   cost thereof. Any reasonable sums so expended by Landlord shall be deemed   Additional Rent. Section 6.02 Prior to commencing any Alterations (unless   expressly stated to the contrary below), Tenant shall furnish to Landlord all   of the following: (a) Within ten (10) business days of completion of any work   performed by a party, unconditional waivers of mechanics' lien rights signed   by all parties to perform any work or furnish materials in connection with   any Alteration;


    




 










Copies of all   governmental permits and authorizations which may be required in connection   with such work; A certificate evidencing that Tenant's contractors have   procured employers' liability and workers' compensation insurance; Builder's   risk coverage in an amount equal to the cost of the Alterations and completed   operations coverages; Plans and specifications for such Alteration complying   with the provisions of ADA (except with respect to Cosmetic Alterations); and   At Landlord's request, with respect to any Alterations, other than Cosmetic   Alterations, that will cost more than $50,000.00, Tenant shall furnish to   Landlord a Payment and Performance Bond or other security reasonably   acceptable to Landlord. Section 6.03 Notwithstanding the provisions of   Section 6.02, if any mechanics' lien or attachment is filed against the   Property for work claimed to have been done for, or materials claimed to have   been furnished to Tenant, it shall be discharged by Tenant within ten (10)   business days after Tenant's receipt of written notice thereof, at Tenant's   sole cost. If Tenant fails to discharge such a mechanic's lien or attachment   within said ten (10) business day period, Tenant shall be in default   hereunder and Landlord, in addition to any other right it may have under   Article 17 hereof, may, but is not obligated to, discharge such lien or   attachment by payment without inquiring into the validity of said lien or   attachment. All reasonable out-of-pocket costs incurred by Landlord in   discharging any such lien or attachment shall be deemed Additional Rent.   Nothing in this Lease shall constitute an agreement by Landlord to be   responsible for or to pay for any amounts due to any of the Tenant's   contractors. Such contractors shall have no right to file any mechanics' lien   against Landlord's fee interest in the Property. Section 6.04 Tenant shall   have the right to install, at its sole cost and expense, a wireless intranet,   Internet, and communications network (also known as "Wi-Fi")   utilizing IEEE 802.XX protocols within the Premises for the use of Tenant and   its employees (the "Network") subject to the provisions of this   Article 6. All telecommunications service providers shall be subject to   Landlord's prior written approval, which shall not be unreasonably withheld,   conditioned or delayed. Tenant shall not solicit, suffer, or permit other   tenants or occupants of the Building to use the Network or any other   communications service, including, without limitation, any wired or wireless   Internet service that passes through, is transmitted through, or emanates   from the Premises. This Section 6.04(b) shall only apply to any service   obtained by Tenant. Tenant agrees that the Network, Tenant's communications   equipment and the communications equipment of Tenant's service providers   located in or about the Premises or installed in the Building to service the   Premises including, without limitation, any antennas, switches, or other   equipment (collectively, "Tenant's Communications Equipment") shall   be of a type and, if applicable, a frequency that will not cause radio   frequency, electromagnetic, or other interference to any other party or any   equipment of any other party including, without limitation, Landlord, other   tenants, or occupants of the Building as of the date of this Lease. Landlord   9


    




 










reserves the   right to cause Tenant to operate on a channel or frequency band that Landlord   reasonably selects. In the event that Tenant's Communications Equipment   causes or is reasonably believed by Landlord to cause any such interference,   upon receipt of written notice from Landlord of such interference, Tenant   will promptly take all steps necessary to correct and eliminate the   interference. If the interference is not eliminated within 24 hours (or a   shorter period if Landlord believes a shorter period to be appropriate) then,   upon written notice from Landlord, Tenant shall use other channels or   frequencies as reasonably determined by Landlord, or, if using other channels   or frequencies doesn't alleviate the problem, at Landlord's reasonable   election, shut down Tenant's Communications Equipment pending resolution of   the interference (with the exception of intermittent testing upon prior   notice to, and with the prior approval of, Landlord). Landlord shall have no   obligation or liability with respect to any such interruption, curtailment or   discontinuance of telecommunication services. If there is a dispute between   Landlord and Tenant as to any such interference, then either party may submit   such dispute to arbitration in accordance with the terms of Article 32 of   this Lease, except that the chosen arbitrator(s) shall be (an) engineer(s)   having at least 10 years of experience in telecommunications. Tenant shall   maintain Tenant's Telecommunications Equipment in good order and repair at   its sole cost and expense. Tenant acknowledges that Landlord has granted   and/or may grant lease rights, licenses, and other rights to other tenants   and/or occupants of the Building and to telecommunications service providers.   Section 6.05 Floor Load. Tenant shall not place a load upon any floor of the   Premises that exceeds 50 pounds per square foot "live load".   Landlord reserves the right to reasonably designate the position of all   equipment which Tenant wishes to place within the Premises, and to place   limitations on the weight thereof. ARTICLE 7 Repairs Section 7.01 Except to   the extent of Landlord's repair and maintenance obligations expressly set   forth in this Lease, including in Section 7.03 below, Tenant shall maintain   the Premises and all of the equipment and fixtures contained therein, and the   entry doors to the Premises, in good order and repair at its own cost and   expense, reasonable wear and tear and damage from casualty or condemnation   excepted. All damage to the Property caused by or resulting from Tenant's   moving property in or out of the Building or installation of furniture,   fixtures or other property, which is due to the negligence of Tenant, its   servants, employees, agents, visitors or licensees, reasonable wear and tear   excepted, shall be repaired (i.e., fixed; Tenant shall not be required to   upgrade anything) promptly by Tenant at its sole cost and expense to the   reasonable satisfaction of Landlord. Section 7.02 In the event that any   special equipment (such as supplemental air conditioning units or computer   facilities) or appliances (such as kitchen, pantries or exercise facilities)   are installed in the Premises, the servicing, maintenance, repair or   replacement of such equipment or appliances shall be the sole responsibility   of Tenant. Section 7.03 Landlord shall make and perform all structural and   other maintenance, repairs and replacements, in order to keep in good order   and repair the structure and exterior of the Building (within the Premises   and outside of the Premises, including without limitation 10


    




 










 windows, the roof of the Building and the   entry doors to the Building) and the public (i.e., common) portions of the   Property and the Building Systems, to the extent outside of the Premises and   any and all damage to the interior resulting from structural and/or defects   in the engineering, plumbing, wiring and other such components of the   building. The public portions of the Property shall include the public and/or   common halls and stairways, elevators, plumbing, wiring and other Building   Systems and equipment for the general supply of water, heat, air   conditioning, gas and electricity and other utilities servicing the Premises   and Landlord shall maintain such portions in good order and repair. ARTICLE 8   Laws. Ordinances. Requirements for Public Authorities and Others Tenant shall   comply in all material respects with ail applicable laws, orders, ordinances   and regulations of federal, state and municipal authorities and with any   direction made pursuant to law by any public officer that shall impose any   order or duty upon Landlord or Tenant with respect to Tenant's occupancy, use   or manner of use of the Premises (including any building or zoning laws   regarding Tenant's specific use thereof) ("Requirements").   Notwithstanding the foregoing, Tenant shall not be obligated to make   structural repairs or alterations to the Premises or those other common   portions of the Property used by Tenant in order to comply with applicable   Requirements, including without limitation the Americans with Disabilities   Act, unless the need for such repairs or alterations arises from (i) any   installations or Alterations made in the Premises by or at Tenant's request,   (ii) a breach of any of Tenant's covenants or agreements hereunder, or (iii)   the specific manner and nature of Tenant's use or occupancy of the Premises,   as distinguished from mere general office use. ARTICLE 9 Insurance Section   9.01 (a) Tenant shall at all times keep in full force and effect, at its own   expense, a policy or policies of: (i) Commercial General Liability insurance,   in occurrence form, covering bodily injury or death to persons and damage to   or destruction of property, and including contractual liability coverage for   Tenant's indemnity obligations required by this Lease to afford protection of   not less than $1,000,000 per occurrence and $2,000,000 combined single limit   in the aggregate for any one accident; (ii) Workers' Compensation insurance   as required by alt state and/or federal laws; (iii) Business Interruption   insurance; and (iv) "all-risk" property insurance on a   "replacement cost" basis with an agreed value endorsement covering   all Tenant's personal property and all improvements and betterments to the   Premises performed at Tenant's expense. (b) Such policies will be maintained   with companies having a "General Policyholders Rating" of at least   A-:VIII as set forth in the most current issue of "Best's Insurance   Guide," and will be written as primary policy coverage and not contributing   with, or in excess of, any ll


    




 










coverage which   Landlord shall carry. Tenant shall have the right to provide the coverages   required herein under blanket policies provided that the coverage afforded   Landlord shall not be diminished by reason thereof. No more frequently than   once every twenty four (24) months, Landlord shall have the right to review   the provisions of this Article and to require reasonable changes in the   amounts or types of insurance, or both, as it may deem reasonably necessary   in order to adequately protect its interests, provided that any such changes   are consistent with industry standards and coverages being required by   landlords of comparable buildings in downtown Boston at the time. Section   9.02 Tenant shall, prior to the Commencement Date, cause to be delivered to   Landlord a certificate of insurance providing evidence of coverages required   to be maintained hereunder. If commercially available to Tenant, any   insurance policy required of Tenant under this Lease shall provide or contain   an endorsement that the insurer will deliver to Landlord a minimum of ten   (10) days prior written notice of cancellation or material reduction in   coverage, and in any event, Tenant shall provide Landlord with at least   thirty (30) days' prior written notice of any cancellation or material   reduction in coverage under Tenant's insurance. Renewal certificates shall be   furnished to Landlord at least thirty (30) days prior to the expiration date   of each policy. All such certificates shall indicate that Landlord and others   designated by Landlord are an additional insured with respect to the   Commercial General Liability coverage. Section 9.03 All insurance policies   required by this Article 9 shall contain a waiver by the insurer of any   rights of subrogation to any cause of action (including negligent acts)   against the Tenant or Landlord (as the case may be). Further, and   notwithstanding anything in this Lease to the contrary, each party waives any   claim or cause of action against the other party hereto arising from any loss   or damage to property which is covered by such insurance or which could be   covered by such insurance but only insofar as such party is compensated by   such insurance for such loss or damage if either party self-insures. Section   9.04 All furnishings, fixtures, equipment and property of every kind and   description of Tenant and of persons claiming by or through Tenant which may   be on the Premises shall be at the sole risk and hazard of Tenant and no part   of loss or damage thereto for whatever cause is to be charged to or borne by   Landlord, unless caused by the gross negligence of Landlord or Landlord's   agents or employees. Section 9.05 Tenant shall not cause or permit any action   or condition that would (i) invalidate or conflict with Landlord's insurance   policies, (ii) violate applicable rules, regulations and guidelines of the   Fire Department, fire insurance rating organization or any other authority   having jurisdiction over the Building, (iii) cause an increase in the   premiums of fire insurance for the Building over that payable with respect to   Comparable Buildings, or (iv) result in Landlord's insurance companies'   refusing to insure the Building or any property therein in amounts and   against risks as reasonably determined by Landlord. If fire insurance   premiums increase as a result of Tenant's failure to comply with the   provisions of this Section 8.1, Tenant shall promptly cure such failure and   shall reimburse Landlord for the increased fire insurance premiums paid by   Landlord as a result of such failure by Tenant. Section 9.06 If the Fire   Insurance Rating Organization or any Governmental Authority or any of   Landlord's insurers requires or recommends any modifications and/or   alterations be made or any additional equipment be supplied in connection   with the sprinkler system or fire alarm and life-safety system serving the   Building solely by reason of Tenant's business, any Alterations performed by   Tenant or the location of the partitions, Tenant's Property, or other   contents of the Premises, Landlord (to the extent outside of the Premises) or   Tenant (to the 12


    




 










extent within   the Premises) shall make such modifications and/or Alterations, and supply   such additional equipment, in either case at Tenant's expense. Section 9.07   Landlord shall maintain such insurance as shall be required by Landlord's   institutional first mortgagee, and absent an institutional first mortgagee,   not less than the following insurance, the costs of which shall be include in   the Cost of Operation: all risk property insurance and commercial general   liability insurance in limits reasonably determined by Landlord. ARTICLE 10   Damage By Fire Or Other Cause Section 10.01 If the Premises are partially   damaged or rendered partially untenantable by fire or other cause without the   fault or neglect of Tenant, Rent shall be apportioned according to the part   of the Premises which is usable by Tenant for its normal business operations   until the Premises are repaired and restored by Landlord to its condition as   existed at the time of completion of the Punchlist items following the   Commencement Date in accordance with Section 10.04. Section 10.02 If the   Premises are totally or substantially damaged or are rendered wholly or   substantially untenantable (by reason of damage to the Premises and/or the   Building) by fire or other cause, then Rent shall be paid up to the time of   occurrence of such condition and Tenant's obligation to pay Rent thenceforth   shall cease until the Premises and, if affected, access thereto, are repaired   and restored by Landlord to its condition as existed at the time of   completion of the Punchlist items following the Commencement Date, subject to   the provision of Section 10.04. Section 10.03 If, at any time during the   Term, the Premises are damaged or are rendered wholly or substantially   untenantable (by reason of damage to the Premises and/or the Building) by   fire or other cause and Landlord decides not to restore the same or if the   Building shall be so damaged (whether or not the Premises have been damaged)   that Landlord and its engineers or contractors do not expect to be able to   repair/restore the Building and/or the Premises within two hundred seventy   (270) days of the date of the casualty, then either Landlord or Tenant may   elect to terminate this Lease within thirty (30) days of Tenant's receipt of   written notice from Landlord of such determination. Landlord shall provide   such determination within thirty (30) days following the date of the casualty   and in the event that Landlord fails to do so, Tenant shall have the right to   obtain the same from an independent engineer or contractor; any such   determination from an engineer or contractor obtained by Tenant shall be   subject to Landlord's reasonable approval. Moreover, in the event that Landlord   shall decide to demolish or not to rebuild the Premises, and Landlord is   terminating all leases in the Building at the same time, then Landlord may,   within ninety (90) days after the occurrence of such condition, give Tenant a   notice in writing of such decision. In addition, if Landlord has elected to   restore the damage, and Tenant either didn't have a right to terminate this   Lease pursuant to this Section 10.03 or had a right to terminate this Lease   pursuant to this Section 10.03 but did not exercise such right, then Tenant   shall have a further right to terminate this Lease if the damage to the   Premises or access thereto is not substantially restored within a period of   time, from the date of Landlord's estimate of the restoration time, if the   estimate was for less than two hundred seventy (270) days, or from the date   that Tenant elected not to terminate this Lease, if the estimate was for two   hundred seventy (270) days or more, equal to the time of the estimate, plus   25%. Upon the third day after the giving of such notice, this Lease shall   terminate by lapse of time as fully and completely as if such date were the   Expiration Date hereunder. Tenant shall then forthwith quit, surrender and   vacate the Premises without prejudice, however, to each of 13


    




 










Landlord's and   Tenant's right and remedies against the other under the Lease provisions in   effect prior to such termination. If the damage or destruction is due to the   fault or neglect of Tenant, the debris shall be removed from the Premises by,   and at the expense of, Tenant. Section 10.04 Unless Landlord or Tenant shall   serve a termination notice as provided for in Section 10.03, Landlord shall   make the repairs and restorations under the conditions of Section 10.01 and   Section 10.02, with all reasonable expedition, subject to reasonable delays   due to adjustment of insurance claims, provisions of any superior mortgage,   labor troubles, or any other cause beyond Landlord's control. No damages,   compensation or claims shall be payable by Landlord for delay, inconvenience,   loss of business or annoyance arising from any such restoration. Section   10.05 Notwithstanding anything to the contrary in this Article 10, if any   damage during the final 12 months of the Term renders the Premises substantially   untenantable, either Landlord or Tenant may terminate this Lease by notice to   the other party within 30 days after the occurrence of such damage and this   Lease shall expire on the 30th day after the date of such notice. For   purposes of this Section 10.05, the Premises shall be deemed substantially   untenantable if Tenant shall be precluded from using more than 50% of the   Premises for the conduct of its business and Tenant's inability to so use the   Premises is reasonably expected to continue for more than 90 days. Section   10.06 Neither Landlord, Property Manager nor any of their affiliates shall be   liable for any injury or damage to persons or property or interruption of   Tenant's business resulting from fire or other casualty, any damage caused by   other tenants or persons in the Building or by construction of any private,   public or quasi-public work, or any latent defect in the Premises or in the   Building (except that Landlord shall be required to repair the same to the   extent otherwise provided in this Lease). No penalty shall accrue for delays   which may arise by reason of adjustment of fire insurance on the part of   Landlord or Tenant, or for any Unavoidable Delays arising from any repair or   restoration of any portion of the Building, provided that Landlord shall use   reasonable efforts to minimize interference with Tenant's use and occupancy   of, and access to, the Premises during the performance of any such repair or   restoration. "Unavoidable Delays" for purposes of this section   shall mean Landlord's inability to fulfill or delay in fulfilling any of its   obligations under this Lease expressly or impliedly to be performed by   Landlord or Landlord's inability to make or delay in making any repairs,   additions, alterations, improvements or decorations or Landlord's inability   to supply or delay in supplying any equipment or fixtures, if Landlord's   inability or delay is due to or arises by reason of strikes, labor troubles   or by accident, or by any cause whatsoever beyond Landlord's reasonable   control, including governmental preemption in connection with a national   emergency, Requirements or shortages, or unavailability of labor, fuel,   steam, water, electricity or materials, or delays caused by Tenant or other   tenants, mechanical breakdown, acts of God, enemy action, civil commotion,   fire or other casualty. ARTICLE 11 Assignment Subletting. Mortgaging Section   11.01 Tenant will not by operation of law or otherwise assign, mortgage or   encumber this Lease, nor sublet or permit the Premises or any part thereof to   be used by others, without Landlord's prior written consent in each instance,   which shall not be unreasonably withheld, conditioned or delayed. Landlord's   consent to any assignment or subletting shall not in any manner be construed   to relieve Tenant from obtaining Landlord's express written consent to any   other or further assignment or subletting. Notwithstanding the foregoing,   Landlord's consent to any assignment of this Lease or sublease of the   Premises shall 14


    




 










not be required   in connection with any assignment or sublease to an Affiliate or to a company   that results from a merger, consolidation or other similar corporate   transaction, or to a company that purchases all or substantially all of   Tenant's assets (collectively, ail of the foregoing constituting a   "Permitted Transfer"), provided that in order to constitute a   Permitted Transfer, such assignee or sublessee must specifically agree in a   writing delivered to Landlord to assume the obligations of Tenant with   respect to the Premises so transferred and, provided further the net worth of   any such entity resulting from a merger, consolidation or other similar   corporate transaction, or purchaser of all or substantially all of Tenant's   assets, calculated in accordance with generally accepted accounting   principles, as of the date of the corporate transaction, is at least equal to   the net worth of Tenant, similarly calculated on the Commencement Date or the   corporate transaction date, whichever is greater. Tenant shall give Landlord   at least ten (10) days prior written notice of any such assignment or   sublease, including an executed copy of the assignment and assumption   agreement or sublease, as applicable, or such corporate transaction,   including an executed copy of the transaction documents. An "Affiliate"   shall mean any entity the Controls Tenant, any entity that Tenant controls   and any entity that is under common Control as Tenant. "Control"   shall mean more than 50% ownership, with respect to any non-publicly traded   company, and more than 10% ownership, plus management control, with respect   to any publicly traded company. Upon obtaining a proposed assignee or   subtenant, upon terms satisfactory to Tenant, Tenant shall submit to   Landlord: (i) a copy of the fully executed proposed assignment or sublease;   (ii) a description of the nature and character of the business of the   proposed assignee or subtenant; (iii) such financial information as it has   obtained; and (iv) such other reasonably available information as Landlord   may request Landlord's consent to any such proposed assignment or subletting   shall not be unreasonably withheld, conditioned or delayed provided that (i)   the proposed assignee or subtenant's use and character are in Landlord's   reasonable opinion in keeping with the character of the Building (ii) the   proposed assignee or subtenant is creditworthy, in Landlord's reasonable   opinion; (iii) the proposed assignee or subtenant is not another tenant or   occupant of the Building; (iv) the proposed assignee or subtenant is not a   person or entity with whom Landlord is negotiating for the lease of space in   the Building or with whom Landlord has so negotiated in the prior six (6)   months; and (v) Landlord's mortgagee consents to such agreement or sublease,   if required. Landlord's consent to any assignment or sublease, if given,   shall be evidenced only in a written agreement provided by Landlord and   signed by Landlord, Tenant and its assignee or subtenant, as the case may be.   Any such Landlord consent shall be conditioned on Tenant reimbursing Landlord   for Landlord's reasonable legal fees in connection with the requested   consent, not to exceed $2,000.00, as long as no unusual legal issues are   presented and the documents involved do not have the effect of amending this   Lease. Except in connection with a Permitted Transfer, in the event that   Tenant proposes to assign this Lease or sublease all or substantially all of   the Premises for all or substantially all of the remainder of the Term,   Landlord shall have the option, to be exercised within thirty (30) days from   submission by Tenant of all of the information required in the previous   paragraph, to cancel and terminate this Lease as of the earlier of: (a)   thirty (30) days after Landlord gives Tenant notice intention to cancel the   Lease or (b) thirty (30) days after the date proposed by Tenant for the   commencement of any assignment or subletting, subject to Tenant's right to   notify Landlord within thirty (30) days of such notice of its withdrawal and   retraction of its proposed assignment or sublease Section 11.02 If this Lease   shall be assigned, or if the Premises or any part thereof shall be sublet or   occupied by any person or persons other than Tenant, Tenant shall continue to   be liable for the performance of all the provisions of this Lease. Landlord   may, after default by 15


    




 










Tenant beyond   applicable notice and cure periods, collect Rent from the assignee, subtenant   or occupant and apply the net amount collected to the Rent herein reserved,   but no such assignment, subletting, occupancy or collection of Rent shall be   deemed a waiver of the covenants in this Article 11, nor shall it be deemed   acceptance of the assignee, subtenant or occupant as a tenant or a release of   Tenant from the full performance by Tenant of all the terms, conditions and covenants   of this Lease. Section] 1.03 If the rent and other sums, either initially or   over the term of any assignment or sublease, payable by such assignee or   subtenant to Tenant on account of an assignment or sublease of atl or any   portion of the Premises, minus reasonable third party costs expended by   Tenant in connection with such assignment or sublease, including without   limitation any costs of improving the Premises or providing any allowance   therefor, all commercially reasonable brokerage fees payable in connection   therewith, and reasonable attorney's fees, exceed the sum of Rent called for   hereunder with respect to the space assigned or sublet, Tenant shall pay to   Landlord, as Additional Rent, fifty (50%) percent of such excess payable   monthly at the time for payment of Rent. If an assignment or sublease   includes any rent abatement or concession, no rent shall be attributed to the   period for the abatement or concession for purposes of determining any   amounts due to landlord under this Section 11.03. ARTICLE 12 Limited   Liability On Landlord Section 12.01 Landlord shall not be liable for any   damage to property of Tenant or of others entrusted to employees of the   Building, or for the loss or damage to any property of Tenant by theft or   otherwise. Landlord shall not be liable for any injury or damage to persons   or property resulting from fire, explosion, falling plaster, steam, gas,   electricity, rain, snow, or other of the elements, water or leaks from any   part of the Building or from the pipes, appliances or plumbing works or from   the roof, street or subsurface or from any other place or by dampness or by   any other cause of whatsoever nature, unless caused by or due to the   negligence or willful misconduct of Landlord or Landlord's employees, agents,   contractors and invitees. Section 12.02 In any situation in which Tenant   disputes Landlord's reasonableness in exercising its judgment or withholding   or delaying its consent or approval, the sole remedies available to Tenant   shall be those of an equitable nature, such as an action for an injunction or   specific performance. Tenant specifically waives the rights to money damages   or other remedies (including the right to claim money damages by way of set   off, counterclaim or defense). Failure by Tenant to seek relief within six   (6) months of the date of Landlord's decision or alleged failure to render a   decision shall be deemed a waiver of any right to dispute such action. Except   to the extent arising from, caused by or due to the negligence or willful   misconduct of Landlord or Landlord's employees, agents, contractors or   invitees, Tenant shall reimburse, indemnify and save harmless Landlord from   and against any and all liability and damages, and from and against any and   all suits, claims, and demands of every kind and nature, including reasonable   counsel fees, by or on behalf of any person or entity, arising out of or   based upon any accident, injury or damage, however occurring, which shall or   may happen during the Term in connection with the Tenant's use of the Premises,   and from and against any matter growing out of the condition, maintenance,   repair, alteration, use, occupation or operation of the Premises. Section   12.03 Landlord shall not be liable to Tenant for any damage to persons or   property, or loss of property in and about the Building, Premises, and the   approaches, entrances, streets, sidewalks or corridors thereto, resulting by   or from any unauthorized or criminal acts of third parties, regardless of any   breakdown, malfunction or insufficiency of any 16


    




 










security   measures, practices or equipment provided by Landlord. The provisions of this   Section 12.03 shall survive the expiration or early termination of this   Lease. ARTICLE 13 Rules And Regulations Tenant, its servants, employees, agents,   visitors and licensees shall observe faithfully and comply with the rules and   regulations set forth in Schedule C attached hereto and made a part hereof   (the "Rules"). Landlord shall have the right from time to time   during the Term to make reasonable changes in and additions to the Rules and   shall provide Tenant with reasonable advance written notice of any such   change. Any failure by Landlord to enforce the Rules now or hereafter in   effect, either against Tenant or any other tenant in the Building, shall not   constitute a breach hereunder or waiver of any such Rules. Notwithstanding   the foregoing, Landlord will not discriminate against Tenant in the   enforcement thereof compared to other similarly situated tenants of the   Building. ARTICLE 14 Condemnation Section 14.01 In the event that the whole   or any material portion ("material" being defined as an amount   which precludes Tenant from occupying a majority of the Premises for its   intended purposes, as reasonably determined by Tenant) of the Premises are   taken by condemnation or eminent domain in any manner for any public use,   this Lease shall terminate as of the date of vesting of title in the   condemning authority. Section 14.02 In the event that less than a material   portion of the Premises are taken by condemnation or eminent domain in any   manner for any public use, this Lease shall continue and there shall be an   equitable adjustment of Rent. Section 14.03 In the event of any such taking   of all or a part of the Property, Building or Premises, Landlord shall be   entitled to receive the entire award in the condemnation proceeding,   including any award made for the value of the estate vested by this Lease in   Tenant. Tenant hereby expressly assigns to Landlord any and all right, title   and interest of Tenant now or hereafter arising in or to any such award or   any part thereof, and Tenant shall be entitled to receive no part of such   award. Tenant is entitled to pursue any award for Tenant's moving expenses   and any other award that does not diminish the award of Landlord. Section   14.04 In the event that this Lease is not terminated pursuant to this Article   14, Landlord shall repair and restore the Premises and any portions of the   Property affected by such taking that affects Tenant's access to or use and   enjoyment of the Premises to the same condition as the same existed prior to   the date of the taking, to the extent reasonably practicable after receipt of   the condemnation award, with reasonable diligence, subject to force majeure.   ARTICLE 15 Entry, Right To Change Public Portions Of The Building, Etc.   Section 15.01 Tenant shall permit Landlord to erect, use and maintain pipes,   ducts and conduits in and through the Premises provided that they do not   unreasonably interfere with Tenant's use of the Premises or materially affect   the layout thereof. Landlord or its agents or designees shall have the right   upon reasonable notice and at reasonable times (which shall not be less than   24 hours, and may be verbal), except in the case of an emergency to enter the   Premises for the purpose of making such repairs or alterations as Landlord   shall desire or be required to make by the provisions of this Lease provided   that Landlord shall use commercially reasonable efforts to insure that such   entry shall be made in a manner intended to minimize 17


    




 










interference   with or disruption to Tenant's operations (provided that Landlord shall not   be required to have any such entry occur after Standard Building Hours) and   Landlord shall notify Tenant by telephone with reasonable haste after any   entry due to an emergency. Any installations, replacements and relocation of   pipes, ducts and conduits referred to in the previous sentence shall be   located, so far as practicable, in the central core area of the Building,   above ceiling surfaces, below floor surfaces or within perimeter walls of the   Premises, and Landlord shall repair any damage caused thereby. Any   installations, replacements and relocations not so relocated will be boxed   and decorated in a manner which is consistent with the adjacent areas.   Landlord shall be allowed to take all material into and upon the Premises   that may be required for the repairs or alterations above mentioned without   the same constituting an eviction of Tenant in whole or in part and the Rent   reserved shall in no way abate, except as otherwise provided in this Lease,   while said repairs or alterations are being made, provided that Landlord may   not store any such material within the Premises). Landlord shall have the   right, at any time during the term of this Lease, at reasonable times and   upon reasonable notice (which shall not be less than 24 hours, and may be   verbal), to inspect the Premises and to exhibit the Premises to its   mortgagee, any prospective mortgagee or purchaser of the Building and, during   the last twelve (12) months of the Term, to exhibit the Premises prospective   tenants. Section 15.02 Landlord shall have the right at any time without   thereby creating an actual or constructive eviction or incurring any   liability to Tenant therefor, to change the arrangements or location of such   of the following as are not contained within the Premises, provided that   Tenant's use and occupancy of, or access to the Building or the Premises is   not materially adversely affected thereby: lobbies, entrances, elevators,   passageways, doors and doorways, corridors, stairs, parking facilities,   toilets, and other like public portions of the Property. Section 15.03   Landlord shall have the right at any time to name the Building after any   person(s) or tenant(s) and to change any and all such names at any time   thereafter. ARTICLE 16 Bankruptcy Section 16.01 If at or before the   Commencement Date or at any time during the Term hereof there shall be filed   against Tenant in any court pursuant to any statute either of the United   States or of any State a petition in bankruptcy or insolvency or for   reorganization or for the appointment of a receiver or trustee of all or a   portion of Tenant's property, and within ninety (90) days thereafter Tenant   fails to secure a discharge thereof, or if Tenant makes an assignment for the   benefit of creditors or petitions for or enters into an arrangement or   composition with creditors, or takes advantage of any statute relating to   bankruptcy, this Lease, at the option of Landlord (by written notice to   Tenant), may be terminated, if permitted by such statutes. Upon such   termination, neither Tenant nor any person claiming through or under Tenant   by virtue of any statute or of an order of any court shall be entitled to   possession or to remain in possession of the Premises but shall forthwith   quit and surrender the Premises. In addition to the other rights and remedies   Landlord has by virtue of any other provision of this Lease or by virtue of   any statute or rule of law, Landlord may retain as liquidated damages any   Rent, Security Deposit or monies received by it from Tenant or others on   behalf of Tenant. Section 16.02 It is stipulated and agreed that in the event   of the termination of this Lease pursuant to this Article 16, Landlord shall   forthwith, notwithstanding any other provisions of this Lease to the   contrary, be entitled to recover from Tenant as and for liquidated damages an   amount equal to the excess, if any, of the Rent reserved hereunder for the   unexpired portion 18


    




 










of the Term   over the then fair and reasonable rental value of the Premises for the same   period. If the Premises or any part thereof be relet by Landlord for all or   any part of the unexpired Term before presentation of proof of such   liquidated damages to any court, commission or tribunal, the amount of rent   reserved upon such reletting shall be deemed prima facie to be the fair and   reasonable rental value for the whole or part of the Premises so relet during   the term of the reletting. Nothing herein contained shall limit or prejudice   the right of Landlord to prove for and obtain as liquidated damages by reason   of such termination, an amount equal to the maximum allowed by any statute or   rule of law in effect at the time when, and governing the proceedings in which,   such damages are to be proved, whether or not such amount be greater, equal   to or less than the amount of the excess referred to above. Section 16.03 If,   pursuant to any bankruptcy statute, Tenant is permitted to assign this Lease   in disregard of the provisions of this Article 16, Tenant agrees that   adequate assurance of future performance by such assignee shall be required   in an amount equal to the sum of one (1) year's Rent, payable as of the date   of such assignment. Said sum shall be deposited in cash with Landlord and   shall be held, without interest, by it for the balance of the Term as   security for the full and faithful performance of all of the obligations of   this Lease to be performed by such assignee. If Tenant receives or is to   receive any valuable consideration for such assignment, such consideration,   after deducting therefrom (i) the reasonable broker's commissions, if any,   incurred by Tenant for such assignment, and (ii) any portion of such   consideration reasonably designated by the assignee as paid for the purchase   of Tenant's personal property in the Premises, shall be the sole and   exclusive property of Landlord and shall be paid over to Landlord directly by   such assignee ARTICLE 17 Defaults and Remedies and Waiver of Redemption   Section 17.01 The occurrence of any one or more of the following shall   constitute a default by Tenant under this Lease: failure to pay any Rent   and/or other payment herein within ten (10) days after the same is due   (provided that Landlord shall, not more than once per calendar year, be   required to give Tenant written notice that a payment was not made when due,   and Tenant shall have ten (10) days from receipt thereof in which to make the   payment); failure to perform any other covenant to be observed by Tenant   hereunder within thirty (30) days after Notice of such failure is received by   Tenant, or if the failure complained of shall be of such a nature that it   cannot be completely cured or remedied within said thirty (30) day period,   such longer period as shall reasonably be required, provided Tenant shall   have diligently commenced curing such default within such thirty (30) day   period and diligently and in good faith proceeds to remedy or cure such   failure; dissolution or disbanding of Tenant, provided that any reconstitution   of the shareholders or officers of Tenant shall not be deemed a dissolution   or disbanding of Tenant; failure to timely provide or replenish a   satisfactory Security Deposit as required by Article 31; or failure to   provide an executed Estoppel Certificate on a timely basis as required by   Article 25, provided that if Tenant responds to a request for an Estoppel   Certificate within the time period provided for in Article 25 and is   negotiating the Estoppel Certificate in good faith, then no default shall   exist. 19


    




 










Section 17.02   In addition to all other remedies and rights provided for in this Lease, upon   the occurrence and continuance of any such default beyond applicable notice   and cure periods, Landlord may, at its option and without any notice not   otherwise required hereunder, do any one or more of the following, at such   times and in such order as Landlord may determine to be in its interest:   Declare, by written notice to Tenant, this Lease terminated as fully and   completely as if the date of such termination notice were the date herein   fixed for the expiration of this Lease; re-enter the Premises and dispossess   Tenant and the legal representative of Tenant and any other occupant of the   Premises, remove their effects (to storage at the expense of Tenant or   otherwise), and hold the Premises as if this Lease had not been made, without   being liable for any prosecution or damages therefor and if Landlord so   elects, may sell such effects at public auction or private sale and apply the   net proceeds to the payment of all sums due to Landlord from Tenant and pay   over the balance, if any, to Tenant; relet the Premises (as the agent of   Tenant if this Lease has been terminated) as further provided below and   receive the rent therefor; cure such default for the account and at the   expense of Tenant; be entitled to receive as liquidated damages the present   value of (i) the Rent reserved for the unexpired portion of the Term; minus   (ii) the then fair and reasonable rental value of the Premises for the same period,   in both cases using a discount rate equal to the rate for treasury securities   with a term approximately equal to the unexpired portion of the Term; or   exercise all other rights and remedies available at law or in equity. Section   17.03 Upon any such termination of this Lease, Tenant shall quit and   surrender the Premises to Landlord, but Tenant shall remain liable as   hereinafter provided. Tenant shall pay to Landlord all amounts then due under   this Lease and, at Landlord's election, the amount of Rent accelerated   pursuant to Section 17.02(e). Section 17.04 In the event that Landlord   re-enters the Premises following default by Tenant beyond applicable notice   and cure periods, whether or not the Lease is terminated, Landlord may relet   the Premises upon such terms as shall be satisfactory to Landlord, in its   sole discretion, and all rights of Tenant to repossess the Premises shall be   forfeited. Any such reletting may be of the entire Premises or any part or   parts thereof, either in the name of Landlord or otherwise, for a term or   terms, which may at Landlord's option be less than or in excess of the period   which would otherwise have constituted the balance of the term of this Lease.   Section 17.05 Landlord's obligation to mitigate damages after a default by Tenant   under this Lease beyond applicable notice and cure periods that results in   Landlord regaining possession of all or part of the Premises, to the extent   mitigation efforts are required by law, shall be satisfied in full if   Landlord undertakes to lease the Premises to another tenant (a   "Substitute Tenant") in accordance with the following criteria: (a)   Landlord shall have no obligation to solicit or entertain negotiations with   any other prospective tenants for the Premises until Landlord obtains full   and complete possession 20


    




 






 



of the Premises   including, without limitation, the final and unappealable legal right to   re-let the Premises free of any claim of Tenant. Landlord shall not be   obligated to offer the Premises to any prospective tenant when other premises   in the Building suitable for that prospective tenant's use are currently   available, or will be available within the next six (6) months. Landlord   shall not be obligated to lease the Premises to a Substitute Tenant for a   rental less than the current fair market rental then prevailing for similar   office space in comparable buildings in the same market area as the Building.   Landlord shall not be obligated to enter into a new lease under terms and   conditions that are unacceptable to Landlord under Landlord's then current   leasing policies for comparable space in the Building. Landlord shall not be   obligated to enter into a lease with any proposed Substitute Tenant that does   not have, in Landlord's reasonable opinion, sufficient financial resources to   maintain the Premises in a first-class manner and pay all rent payable   pursuant to this Lease. Landlord shall not be required to expend any amount   of money to alter, remodel or otherwise make the Premises suitable for use by   a Substitute Tenant unless: (i) Tenant pays any such sum to Landlord in   advance of Landlord's execution of a lease with such Substitute Tenant (which   payment shall not be in lieu of any damages or other sums to which Landlord   may be entitled to as a result of Tenant's default under this Lease); or (ii)   Landlord, in Landlord's sole discretion, determines that any such expenditure   is financially justified in connection with entering into any lease with such   Substitute Tenant. (g) Landlord shall not be obligated to enter into a lease   with any Substitute Tenant whose use would violate any restriction, covenant   or requirement contained in the lease of another tenant of the Building.   Section 17.06 Any re-entry or reletting, or both of the Premises, by Landlord   shall not operate to release Tenant from any rent to be paid (less the net   proceeds, if any, received by Landlord from any reletting of the premises as   set forth in Section 17.07 below) or covenant to be performed hereunder by   Tenant during the term of this Lease. The failure or refusal of Landlord to   relet the Premises or any part or parts thereof, except on terms provided for   herein, shall not release or affect Tenant's liability for damages. In   addition, if the Premises, or any part or parts thereof, are relet, Landlord   shall in no event be liable in any way whatsoever for failure to collect the   rent under such reletting. For the purposes of reletting, Landlord shall be   authorized to do such marketing, to make such repairs, alterations or   decorations in or to the Premises, and to provide for such rent concessions,   free rent or other inducements as Landlord in Landlord's reasonable judgment   considers advisable or necessary. Tenant shall be liable to Landlord for the   cost of such marketing, repairs, alterations and decorations, and all other   expenses of such reletting, including, but not limited to, attorney's fees   and brokerage fees Tenant shall not be entitled to any surplus accruing as a   result of any such reletting. 21


    




 










Section 17.07   If the Premises are relet, the sum realized or to be realized from such   reletting for the period which would otherwise have constituted the balance   of the Term, net of all costs of such reletting, including attorney's fees,   brokerage fees, the value of Landlord's time and costs of preparing the   Premises for occupancy for a Substitute Tenant, shall be applied to the Rent   to be paid by Tenant under this Lease for such period, and Tenant shall pay   to Landlord an amount equal to any deficiency on the terms set forth in   Section 17.02 (e). Section 17.08 In the event of a breach or threatened   breach by Tenant of any of the covenants or provisions hereof, Landlord shall   have the right of injunction and the right to invoke any remedy allowed at   law or in equity as if re-entry, summary proceedings and other remedies were   not herein provided for. Mention in this Lease of any particular remedy shall   not preclude Landlord from any other remedy available at law or in equity.   The foregoing remedies and rights of Landlord are cumulative, and Landlord   may exercise any one, more or all of such remedies at one time or at any time   and in any sequence as Landlord may, in its sole discretion, elect.   Landlord's declining to exercise any remedy or right available to it at any   one time shall not constitute waiver of the right to do so at any other time   or upon any other default by Tenant. Tenant hereby expressly waives any and   all rights of redemption granted by or under any present or future laws in   the event of Tenant's being evicted or dispossessed for any cause, or in the   event of Landlord's obtaining possession of the Premises, by reason of the   violation by Tenant of any of the covenants and conditions of this Lease, or   otherwise. Section 17.09 Landlord shall in no event be in default of the   performance of any of Landlord's obligations hereunder unless and until   Landlord shall have received written notice from Tenant to Landlord   specifying any such Landlord failure to perform its obligations hereunder and   thereafter Landlord fails to perform such obligations within a reasonable   period of time required to correct any such defaults, which period shall be   deemed to be thirty (30) days from receipt of such written notice unless such   obligation is not reasonably susceptible to cure within thirty (30) days, in   which case Landlord shall commence to so cure within thirty (30) days and   shall pursue such cure thereafter diligently until completion. ARTICLE 18   Covenant Of Quiet Enjoyment Landlord covenants that upon Tenant's paying the   Rent and observing and performing all the terms, covenants and provisions of   this Lease on Tenant's part to be observed and performed, Tenant may   peaceably and quietly enjoy the Premises, free from interference from   Landlord or anyone claiming under or through Landlord, subject nevertheless   to the terms and conditions of this Lease. This covenant shall bind and be   enforceable against Landlord, subject to the terms hereof, only so long as   Landlord is the owner of the Building. ARTICLE 19 Subordination And   Attornment Section 19.01 This Lease and all of Tenant's rights hereunder   shall be subject and subordinate to any mortgage, deed of trust or other   security instrument now or hereafter granted by Landlord and/or its   predecessors or successors affecting all or any portion of the Property and   to all renewals, modifications, consolidations, replacements and extensions   thereof. The foregoing subordination shall be self-operative and no further   instrument of subordination need be obtained, provided, however, that upon   the request of any mortgagee of the Property, Tenant shall promptly execute   and deliver an instrument prepared by such holder evidencing and confirming   such subordination. As long as any mortgage exists, Tenant shall not seek to   terminate this Lease by reason of any act or omission of Landlord until (a)   Tenant shall have given notice of such act or omission to all mortgagees, and   (b) not less than thirty (30) days 22


    




 










shall have   elapsed following the giving of notice of such default and the expiration of   any applicable notice or grace periods (unless such act or omission is not   capable of being remedied within a reasonable period of time), during which   period such mortgagees shall have the right, but not the obligation, to   remedy such act or omission and thereafter diligently proceed to so remedy   such act or obligation. If any mortgagee elects to remedy such act or   omission of Landlord, Tenant shall not seek to terminate this Lease so long   as such mortgagee is proceeding with reasonable diligence to effect such   remedy, provided that (i) the mortgagee shall only have ninety (90) days   after the time given to Landlord to cure Landlord's default, and (ii) none of   Tenant's remedies for such default, other than any right to terminate this   Lease, shall be affected or delayed as a result of such additional time given   to the mortgagee to cure. Tenant shall, upon request from Landlord, execute   and deliver a subordination, non-disturbance and attornment agreement (an   "SNDA") with Landlord's first mortgagee, on the mortgagee's form.   Landlord's existing mortgagee's form is attached hereto as Schedule I   (provided that Tenant shall have the right, at its cost, to negotiate such   SNDA). Section 19.02 In the event the holder of any mortgage of the Property   shall come into possession of or acquire title to the Property as a result of   the enforcement or foreclosure (judicial or non-judicial) of such a mortgage,   or by means of the delivery to such party of a deed-in-lieu of foreclosure or   as a result of any other means, or in the event that Landlord's estate in   such real property is conveyed or passes to a person or entity by operation   of law or any other means then in any of said events Tenant shall, at the   election and upon the request of such successor owner, attorn to such   successor owner as its landlord under this Lease provided, that any such   successor owner shall not be (i) liable for any act, omission or default of   any prior landlord (including, without limitation, Landlord), provided,   however, that nothing herein shall relieve any successor owner from its   obligations to maintain and repair the Premises or the Building as required   under this Lease; (ii) liable for the return of any monies paid to or on   deposit with any prior landlord (including, without limitation, Landlord),   except to the extent such monies or deposits are delivered to such Successor   Landlord; (iii) subject to any offset, claims or defenses that Tenant might   have against any prior landlord (including, without limitation, such   successor owner); (iv) bound by any rent which Tenant might have paid in advance   for more than the current month to any prior landlord (including, without   limitation, Landlord) unless actually received by such successor owner; (v)   bound by any covenant to perform or complete any construction in connection   with the Property or the Premises or to pay any sums to Tenant in connection   therewith; (vi) bound by any waiver or forbearance under, or any amendment,   modification, abridgement, cancellation or surrender of, this Lease made   without the consent of such successor owner; or (vii) bound by any   representation or warranty made by any prior landlord (including, without   limitation, Landlord). The foregoing attornment requirement shall be   self-operative upon any such request of a successor owner. Tenant agrees,   however, upon demand of such successor owner, to execute an instrument in   confirmation of the foregoing provisions. ARTICLE 20 Services And Equipment   Section 20.01 Landlord shall: (a) Provide non-exclusive operator-less   passenger and freight elevator service on Sundays through Saturdays,   twenty-four (24) hours per day, including all federal and state holidays   ("Holidays"). Holidays shall include Bunker Hill Day and the day   after Thanksgiving Day. On Sundays, Holidays and after normal working hours,   elevator service may be curtailed for reasons of security, maintenance or   repairs, provided, however, one (1) passenger elevator shall be operational   at all times. 23


    




 










Provide central   heating, ventilating and air conditioning services from 8:00 a.m. to 6:00   p.m. Monday through Friday, excluding Holidays, (collectively, "Standard   Building Hours"). Tenant controls its heating, ventilating and air   conditioning services to the Premises and as such can obtain the same outside   of Standard Building Hours, to the extent, with regard to heat, that the   Building's central boiler is on. There are currently no "after   hours" charges therefor. However, Landlord reserves the right, in the   future, to impose an "after hours' charge, which charge will be   reasonably related to the excess electrical costs incurred by any after hours   usage by Tenant, without mark-up; it is anticipated that the after-hours   charges would currently be $37.50 per hour with a four (4) hour minimum. In   the event Tenant introduces into the Premises personnel or equipment which   overloads the capacity of the Building heating, ventilating and   air-conditioning system(s) or in any other way interferes with its or their   ability to perform adequately, supplementary systems may, if and as needed,   at Landlord's option, reasonably exercised, be provided by Landlord, at   Tenant's expense. Provide building standard cleaning services, as indicated   on Schedule D except Saturdays, Sundays and Holidays. Landlord, its cleaning   contractor and their respective employees shall have access to the Premises   after 6:00 p.m. and before 8:00 a.m. and shall have the right to use, without   charge therefor, all light, power, and water in the Premises reasonably   required to clean the Premises as required hereunder. Furnish hot and cold   water for normal lavatory, drinking and office cleaning purposes. If Tenant   requires, uses or consumes water for any other purpose, Tenant agrees that   Landlord may install, at Tenant's expense, a meter or meters or other means   to measure Tenant's water consumption and to reimburse Landlord for the cost   of all water consumed as measured by said meter or meters or as otherwise   measured. Maintain and keep in good order and repair the common areas of the   Building including without limitation the men's and ladies' toilets within   the Building (excluding any private toilets within the Premises). Provide   lighting to the public and common areas of the Property. Section 20.02   Landlord reserves the right to interrupt, curtail or suspend the services   required to be furnished by Landlord under this Article 20 when the necessity   therefor arises by reason of accident, emergency, mechanical breakdown, or   when required by any law, order or regulation of any federal, state, county   or municipal authority, or for any other cause beyond the reasonable control   of Landlord ("Force Majeure"), provided however, that Landlord   shall use commercially reasonable efforts to minimize any interference with   Tenant's use and occupancy of, or access to, the Premises, provided further   that the foregoing shall not require that Landlord have any work performed   outside of Standard Business Hours. Landlord also reserves the right to make   changes, alterations, additions, improvements, repairs or replacements to the   Building, including the Building systems as Landlord deems necessary or   desirable (collectively, "Restorative Work"), provided that in no   event shall the level of any Building service decrease in any material   respect from the level required of Landlord in this Lease as a result thereof   (other than temporary changes in the level of such services during the   performance of any such Restorative Work). Landlord shall use due diligence   to complete all required repairs or other necessary work as quickly as   possible so that Tenant's inconvenience resulting therefrom may be for as   short a period of time as circumstances will permit. No diminution or   abatement of Rent or other compensation shall or will be claimed by Tenant as   a result therefrom, nor shall this Lease or any of the obligations of Tenant   be affected or reduced by reason of such interruption, curtailment or   suspension. Notwithstanding anything contained herein to the 24


    




 










contrary, in   the event of any interruption, curtailment, suspension or stoppage of any   service or utility provided by Landlord under this Lease (a "Service   Interruption") that is caused by the negligence of Landlord or its   agents, employees or contractors, that materially affects Tenant's ability to   conduct its business in the Premises and that continues for five (5) consecutive   business days, then Base Rent shall thereafter equitably abate, in proportion   to the interference with Tenant's business, until the Service Interruption   ends. Tenant shall reimburse Landlord for the cost to Landlord of removal   from the Premises and the Building of any refuse and rubbish discarded by   Tenant other than normal office refuse collected during the cleaning services   provided by Landlord. ARTICLE 21 Additional Rent For Increases In Real Estate   Taxes Section 21.01 As used in this Article, the words and terms which follow   mean the following: "Real Estate Taxes" shall mean the real   property taxes and assessments including sewer rates, personal property taxes   and all public improvement assessments (whether imposed generally or specially)   imposed upon the Property or any part thereof (excluding, however, any   interest or penalties imposed in connection therewith) and shall include all   expenses, including fees of counsel and experts, reasonably incurred by or   reimbursable by, Landlord in connection with any application for a reduction   in the assessed valuation for the Property or for a judicial review thereof.   There shall be excluded from Real Estate Taxes all income, estate,   succession, inheritance and transfer taxes of Landlord, provided, however, if   due to a future change in the method of taxation, any franchise, income,   profit or other tax shall be levied by any governmental authority against   Landlord in substitution in whole or in part for or in lieu of any tax which   would otherwise constitute a Real Estate Tax, such franchise, income, profit   or other tax shall be deemed to be a Real Estate Tax for the purposes hereof.   Section 21.02 In addition to the Base Rent, Tenant agrees to pay, as   Additional Rent, an amount equal to Tenant's Share of the excess of Real   Estate Taxes due for each tax fiscal year which is subsequent to the Tax Base   Year (a "Comparison Year"), over the amount of such Real Estate   Taxes due with respect to the Tax Base Year (Tenant's Tax Payment"). On   or about the start of each Comparison Year, Landlord shall furnish to Tenant   a Statement of the Taxes. If Landlord fails to provide a Statement of Real   Estate Taxes on or before the start of a Comparison Year, then Tenant shall   pay the amount from the prior year's Statement of Real Estate Taxes until a   new Statement of Real Estate Taxes is provided, at which time Tenant shall   additionally pay any shortfall. Tenant shall pay an estimation of Tenant's   Tax Payment to Landlord, in monthly installments, on the first day of each   month during each Comparison Year, an amount equal to 1/12 of the estimation   of Tenant's Tax Payment due for each Comparison Year. If there is any   increase or decrease in Real Estate Taxes payable for any Comparison Year,   whether levied during or after such Comparison Year, Landlord may furnish a   revised Statement for such Comparison Year, and Tenant's Tax Payment for such   Comparison Year shall be adjusted and, within ten (10) Business Days after   delivery of such revised Statement (a) with respect to any increase in Real   Estate Taxes payable for such Comparison Year, Tenant shall pay such increase   in Tenant's Tax Payment to Landlord, or (b) with respect to any decrease in   Real Estate Taxes payable for such Comparison Year, Landlord shall credit   such decrease in Tenant's Tax Payment against the next installment of Rent   payable by Tenant or, if applicable to the final Comparison Year, shall pay   such amount to Tenant within thirty (30) days after the determination of such   excess payment 25


    




 










Section 21.03   If Real Estate Taxes in the Tax Base Year are affected by any application or   proceeding brought by or on behalf of Landlord for reduction in the amount of   Real Estate Taxes payable by Landlord, and if, as result of such application   or proceeding Real Estate Taxes in any Tax Base Year shall be decreased,   Landlord may promptly bill Tenant for any Additional Rent, for any fiscal   year reflecting such decrease in Real Estate Taxes in the Tax Base Year.   Section 21.04 Any reconciliation amount payable under this Article 21 shall   be due and payable within thirty (30) days after Landlord renders a bill   therefor. Copies of bills for any Real Estate Taxes shall be sufficient   evidence of the amount of Real Estate Taxes and for the purposes of the   calculation of the amount of Additional Rent to be paid by Tenant pursuant to   this Article 21. The failure of Landlord to render bills for Real Estate   Taxes under provisions of this Article shall not prejudice the right of   Landlord to thereafter render said bill or bills for such fiscal or calendar   year or any subsequent fiscal or calendar year, provided, however, that   Landlord shall not be able to collect any sums first billed to Tenant more   than one (1) year after the Expiration Date (as the same may be extended   hereunder). Any Additional Rent payable pursuant to this Article 21 for any   partial year shall be adjusted in proportion to the number of days in such   year. The obligation of Tenant with respect to any Additional Rent pursuant   to this Article applicable to the last lease year of the Term shall survive   the expiration or termination of this Lease. ARTICLE 22 Additional Rent For   Increases In Costs Of Operations Section 22.01 As used in this Article, the   words and terms which follow mean the following: In the event that the   Building is less than 95% leased on average for the Base Year or any   Computation Year, the actual Cost of Operation for the Base Year or any   Computation Year shall be appropriately adjusted on a line item by line item   basis to reflect the estimated Cost of Operation that would have been   incurred if the Building were 95% occupied for such Base Year or Computation   Year. In addition, If during all or part of the Base Year or any Computation   Year, Landlord shall not furnish any particular item(s) of work or service   (which would otherwise constitute a Cost of Operation) to any leasable   portions of the Building for any reason, and/or if the cost of any work or   service is paid for by a tenant directly, rather than through the Cost of   Operation (including without limitation by any retail tenant in the   Building), then, for purposes of computing the Cost of Operation for such   period, the amount included in the Cost of Operation for such period shall be   increased by an amount equal to the costs and expenses that would have been   reasonably incurred by Landlord during such period if Landlord had furnished   such item(s) of work or service to such portion of the Building and/or if   such tenant had paid for such work or service through the Cost of Operation.   "Computation Year" shall mean each calendar year after the Base   Year for Costs of Operation in which occurs any part of the term of this   Lease. "Cost of Operation" shall mean the aggregate of all costs   and expenses paid or incurred by or on behalf of Landlord in connection with   the ownership, operation, repair and maintenance of the Real Property. The   term "Cost of Operation" shall not include: (i) Real Estate Taxes,   franchise taxes or taxes imposed upon or measured by the income or profits of   Landlord; 26


    




 










(ii) any   administrative wages and salaries or any other general and administrative   overhead of Landlord, including, but not limited to, rent; (iii) the cost of   any item which should, in accordance with generally accepted accounting principles,   be capitalized on the books of the Landlord, including any replacements of   elevators and heating, ventilating and air-conditioning systems, except as   provided in Section 22 02; (iv) to the extent that Tenant pays for   electricity for the Premises outside of the Cost of Operation, the cost of   any electricity furnished to the Premises or any other space in the Building   leased to tenants; (v) the cost of securing tenants, including marketing,   brokerage commissions, rent inducements and legal expense, and alterations to   tenant spaces and any fit-out in advance of and in expectation of securing a   tenant; (vi) legal and accounting fees relating to (A) disputes with tenants,   prospective tenants or other occupants of the Building, (B) disputes with   purchasers, prospective purchasers, mortgagees or prospective mortgagees of   the Building or the Real Property or any part of either, or (C) negotiations   of leases, contracts of sale or mortgages; (vii) costs of services provided   to other tenants of the Building on a "rent-inclusion" basis which   are not provided to Tenant on such basis; (viii) costs that are reimbursed   out of insurance, warranty or condemnation proceeds, or which are   reimbursable by Tenant or other tenants other than pursuant to an expense   escalation clause; (ix) costs in the nature of penalties or fines; (x) costs   for services, supplies or repairs paid to any related entity in excess of   costs that would be payable in an "arm's length" or unrelated   situation for comparable services, supplies or repair. The cost of any   special work or service performed for any tenant (including Tenant) whether   or not at the cost of such Tenant; (xi) fines or penalties imposed by reason   of Landlord's failure to comply with any environmental law, statute,   ordinance or regulation; (xii) debt service; (xiii) to the extent that Tenant   pays, for the Premises, any cost other than through the Cost of Operation,   then that cost for other leased or leasable portions of the Building shall be   excluded; (xiv) the cost of any additions, changes, replacements, painting,   decorating, renovations and other items that are made solely in order to   prepare tenant space for a new tenant's occupancy; 27


    




 










(xv) the cost   of removing or remediating Hazardous Materials from the Property; (xvi) the   cost of acquiring sculptures, paintings and other objects of art that have   intrinsic value as "works of art"; (xvii) the cost of advertising   or promotion for the Property or any part thereof or any operations at the   Property; (xviii) depreciation of the Property or any part thereof; (xix)   lease payments for rental equipment that would constitute a major capital   expenditure if the equipment were purchased, but only to the extent that the   capital expenditure itself would be excluded from Expenses if the equipment   were purchased; and (xx) any costs incurred with respect to any retail   portions of the Building, to the extent greater, on a per square foot basis,   than the same costs for the non-retail portions of the Building. (d)   "Escalation Statement" shall mean a written statement setting forth   the amount due from Tenant for a specified Computation Year pursuant to this   Article 22. Section 22.02 If Landlord shall purchase any item of capital   equipment or make any capital expenditure (i) for the purpose of complying   with Requirements arising after the date hereof or for the purpose of   reducing the Cost of Operation (if reasonably determined by Landlord based on   engineering estimates of the reduced cost), or (ii) in the ordinary prudent   operation and maintenance of the Building, then the cost of such capital   equipment or capital expenditure shall be included in the Cost of Operation   beginning with the year in which such expense is incurred. The amount of such   capital equipment or capital expenditure to be included in each year's Cost   of Operation shall be the portion of the cost of such capital equipment or   capital expenditure amortized on a straight line basis over the estimated   useful life as reasonably determined by Landlord (in accordance with generally   accepted accounting principles, to the extent that the same address useful   lives), plus an interest factor equal to the interest at the rate of 9% per   annum. If Landlord shall lease any such item of capital equipment, then the   annual amount paid by Landlord on account of such lease shall be included in   the Cost of Operation, if the cost of such equipment, if purchased, would be   includable in the Cost of Operation-Section 22.03 If the Cost of Operation   for any Computation Year shall be greater than the Cost of Operation for the   Base Year, Tenant shall pay to Landlord as Additional Rent for the Premises   for such Computation Year, an amount equal to the product obtained by   multiplying such increase by Tenant's Share ("Tenant's Operating Payment").   Section 22.04 In order to provide for current payments which may be due   pursuant to this Article, Tenant agrees to make such payments in twelve (12)   approximately equal monthly installments, each due on the first day of each   month, which installments shall aggregate the total amount due for such   Computation Year. Until Landlord has furnished an Escalation Statement as   provided in Section 22.05, such monthly installments shall be based upon   Landlord's reasonable estimate of the increased Cost of Operation for such   Computation Year, 28


    




 










with   appropriate adjustments made as soon as the Escalation Statement has been   prepared. Landlord's estimate may be based upon the increase, if any, of the   Cost of Operation for the previous Computation Year over the year before such   Computation Year or upon any other reasonable estimate of the Cost of   Operation or any component thereof. Landlord shall have the right to revise   such estimate from time to time and at any time to reflect unusual or   unforeseen expenses or changes in costs. Section 22.05 Within one hundred   twenty (120) days after the end of each Computation Year, Landlord shall   furnish to Tenant a year-end Escalation Statement relating to such   Computation Year, and Tenant shall pay the amount shown on said statement   within thirty (30) days of receipt of such or, if Tenant has overpaid such   Additional Rent, Landlord shall make a refund to Tenant. Payments shall be   made pursuant to this Article 22 notwithstanding the fact that an Escalation   Statement is furnished to Tenant after the termination of this Lease,   provided, however, that Tenant shall not be obligated to pay Landlord any   amounts first billed to Tenant more than one hundred eighty (180) days after   the expiration of the calendar year in which the Expiration Date occurs. Such   statement will be final and binding upon Tenant unless Tenant objects to it   in writing to Landlord within ninety (90) days after delivery to Tenant.   Acceptance or resolution of the first such statement which Tenant has audited   under Section 22.06 below shall constitute acceptance of the Cost of   Operation amount for the Base Year. Section 22.06 When requested by Tenant   and provided that such request is made in writing within ninety (90) days   following the receipt by it of any Escalation Statement, and further provided   that Tenant is not in default of its obligations pursuant to this Lease   beyond applicable notice and cure periods, Landlord will: (i) furnish to   Tenant such additional information as may be reasonably necessary for the   verification of such Escalation Statement and of Landlord's calculation as   set forth in Section 22.03 and; (ii) permit the pertinent records to be   examined by Tenant or its independent certified public accountants, at no   cost to Landlord. In no event shall Tenant employ or be assisted by anyone   who is compensated on a contingent fee basis in connection with any such   verification. Tenant shall provide Landlord within thirty (30) days of the   receipt or preparation of an audit report, with a copy of such audit report.   If it is finally determined or mutually agreed that Landlord has overstated   Tenant's Share of the Cost of Operation, Landlord shall credit the amount of   such overstatement against the monthly installments of Additional Rent next   due under this Lease (or refund such amount to Tenant if the Term has ended   and Tenant has no further obligations to Landlord under this Lease). If   Tenant's Share of the Cost of Operation are overstated by more than 4%, then   Landlord shall reimburse Tenant for all reasonable out-of-pocket costs and   expenses incurred in connection with such audit. Such examination and the   results thereof shall be confidential and may not be disclosed to any   individual or entity without the express written consent of Landlord except   to such persons performing the audit, Tenant's legal advisors, as required   under applicable law and pursuant to any judicial, administrative or   alternative dispute resolution proceedings. Any disclosure without such   consent shall be deemed a material default of the terms of this Lease. It is   expressly understood that Landlord shall be under no duty to preserve any   such records, or any data or material related thereto, for more than three   (3) years after the end of each Computation Year. Section 22.07 In no event   shall any decrease in the Costs of Operation result in any decrease in or off   set against Base Rent. Any dispute regarding Additional Rent pursuant to this   Article shall be resolved by arbitration as provided in Article 32. 29


    




 










ARTICLE 23   Electric Services Section 23.01 Landlord will furnish electricity to the   Premises through presently installed separate meters for Tenant's reasonable   use for lighting, electrical appliances and equipment. Tenant shall pay, as   Additional Rent, all amounts due with respect to Tenant's electrical usage   and consumption at the Premises during the Term and renewal term, as   applicable, directly to the utility provider. Section 23.02 Landlord shall   not be liable in any way to Tenant for any failure or defect in the supply or   character of electric energy furnished to the Premises by reason of any   requirement, act or omission of the public utility serving the Building with   electricity or for any other reason not attributable to Landlord. Landlord   shall furnish and install all lighting tubes, lamps, bulbs and ballasts   required in the Premises, at Tenant's expense Section 23.03 If any tax is   imposed upon Landlord with respect to electrical energy, Tenant shall pay   Additional Rent as Tenant's Share of such tax. It is understood and agreed   that Landlord is not selling electricity to Tenant nor is Tenant purchasing   electricity from Landlord. ARTICLE 24 Broker Tenant represents that it has   dealt with no real estate broker other than the Broker in connection with   this Lease and that no other broker brought this leasing opportunity to its   attention. Tenant shall indemnify Landlord and hold Landlord harmless from   any and ail claims, successful or not for brokerage commissions by any other   broker that Tenant dealt with in connection with this leasing opportunity   including, without limitation, reasonable legal fees and disbursements.   Landlord shall be responsible for the payment of any brokerage fees or   commissions due to Broker pursuant to a separate agreement. Landlord represents   that it has dealt with no real estate broker other than the Broker in   connection with this Lease and that no other broker brought this leasing   opportunity to its attention. Landlord shall indemnify Tenant and hold Tenant   harmless from any and all claims, successful or not for brokerage commissions   by any other broker that Landlord dealt with in connection with this leasing   opportunity including, without limitation, reasonable legal fees and   disbursements. ARTICLE 25 Estoppel Certificate Landlord and Tenant each   hereby agree, at any time, and from time to time, upon not less than ten (10)   Business Days' prior Notice by the other party, to execute, acknowledge and   deliver the other party, a commercially reasonable statement in writing (the   "Estoppel") addressed to Tenant, Landlord or any mortgagee or   prospective mortgagee, as the case may be, (a) stating the Commencement Date,   the Rent Commencement Date and the Expiration Date, and that this Lease is   then in full force and effect and has not been modified (or if modified,   setting forth all modifications), (b) setting forth the date to which the   Base Rent and any Additional Rent have been paid, together with the amount of   monthly Base Rent and Additional, Rent then payable, (c) stating whether or   not, to the best of Landlord's or Tenant's knowledge, as the case may be,   Landlord or Tenant, as the case may be, is in default under this Lease, and,   if Landlord or Tenant, as the case may be, is in default, setting forth the   specific nature of all such defaults, (d) stating the amount of the Security   Deposit, if any, under this Lease, (e) stating whether there are any   subleases or assignments affecting the Premises, 30


    




 










(f) stating the   address of Landlord or Tenant, as the case may be, to which all notices and   communications under the Lease shall be sent, and (g) responding to any other   matters reasonably requested by the requesting party. The Estoppel shall be   in the form attached hereto as Schedule G or such other reasonable form as   Landlord or Tenant shall provide. Tenant acknowledges that any statement   delivered pursuant to this Section 25 may be relied upon by any purchaser or   subsequent owner of the Real Property or the Building, or all or any portion   of Landlord's interest in the Real Property or the Building or any Superior   Lease, or by any Mortgagee, or assignee thereof or by any Lessor, or assignee   thereof. ARTICLE 26 Surrender Of Premises Section 26.01 Upon termination of   this Lease (whether by expiration of the Term herein provided or for any   other reason), Tenant shall quit and surrender the Premises in good order and   condition, broom clean, except for ordinary wear and tear and damage by fire   or other casualty, the elements and any cause beyond Tenant's control, and   Tenant shall remove all its property therefrom, except as otherwise provided   in this Lease. Tenant shall remove all Alterations designated by Landlord to   be removed in accordance with Section 6.01 hereof and shall restore the   Premises to the condition existing prior to the installation of such   Alterations. Section 26.02 Tenant shall reimburse, indemnify and hold   Landlord harmless from any loss, cost or expense, including reasonable   attorney's fees, resulting from Tenant's failure or refusal to vacate the   Premises in a timely fashion. In addition, Tenant agrees to pay for use and   occupancy of the Premises after termination of this Lease at a rate equal to   150% of the Rent payable immediately prior to such termination. The parties   agree that there shall be no presumption that the last Rent Tenant was   obligated to pay shall be the fair market rent. No such payment shall,   however, serve to renew or extend the Term. The provisions of this Article   shall survive the expiration or termination of this Lease. ARTICLE 27   Environmental Hazards Section 27.01 Neither Landlord nor Tenant shall cause   or permit any "Hazardous Substances" (as hereinafter defined) to be   used, stored, generated or disposed of in, on or about the Land, Building or   Premises by either of them, their agents, employees, servants, licensees,   contractors, or invitees, except for such Hazardous Substances as are   normally utilized in connection with the use permitted by this Lease and are   necessary to conducting business and then only in strict compliance with all   applicable "Environmental Laws" (as hereinafter defined). Any such   Hazardous Substances permitted on the Premises, and all containers therefor,   shall be used, kept, stored and disposed of in a manner that complies with   all Environmental Laws. Each party shall indemnify and hold the other   harmless from any and all claims, damages, fines, judgments, penalties,   costs, expenses or liabilities (including, without limitation, any and all   sums paid for settlement of claims, attorneys' fees, consultant and expert   fees) arising during or after the Term from or in connection with the   prohibited use, storage, generation or disposal of Hazardous Substances in,   on or about the Land, Building or Premises by either of them, their Tenant's   agents, employees, contractors or invitees. Notwithstanding anything herein   to the contrary, Tenant shall have no liability for any Hazardous Substances   existing in, on or under the Land, the Building or the Premises on or prior   to the Commencement Date. Section 27.02 Each of Landlord and Tenant agrees   that if it or anyone claiming under it shall generate, store, release, spill,   dispose of or transfer to the Premises or Property any Hazardous Substances,   it shall forthwith remove the same, at its sole cost and expense, in the 3]


    




 










manner provided   by all applicable Environmental Laws (as hereinafter defined), regardless of   when such Hazardous Substances shall be discovered. Furthermore, each of   Landlord or Tenant, as the case may be, shall pay any fines, penalties, or   other assessments imposed by any governmental agency with respect to   Landlord's or Tenant's handling, treatment, transportation, storage, disposal   or use of any such Hazardous Substances in violation of Environmental Laws   and shall forthwith repair and restore any portion of the Premises or   Property which it shall disturb in so removing any such Hazardous Substances   to the condition which existed prior to the disturbance thereof. Section   27.03 Tenant agrees to deliver promptly to Landlord any written notices,   orders, or similar documents received from any governmental agency or   official concerning any violation of any Environmental Laws or with respect   to any Hazardous Substances affecting the Premises or Property. In addition,   Tenant shall, within ten (10) Business Days of receipt, accurately complete   any questionnaires from Landlord or other informational requests relating to   Tenant's use, generation, storage and/or disposal of Hazardous Substances at,   to, or from the Premises. Section 27.04 As used herein, "Hazardous Substances"   means any substance which is toxic, ignitable, reactive or corrosive or which   is regulated by "Environmental Laws." The term "Environmental   Laws" means federal, state and local laws and regulations, judgments,   orders and permits governing safety and health and the protection of the   environment, including without limitation the Comprehensive Environmental   Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., the   Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., the Clean Water   Act, 33 U.S.C. 1251 et seq., the Clean Air Act, 42 U.S.C. 7401 et seq., the   Toxic Substance Control Act, 15 U.S.C. 2601 et seq., and the Safe Drinking   Water Act, 42 U.S.C. 300f through 300j, alt as amended. "Hazardous   Substances" includes any and all materials or substances which are   defined as "hazardous waste," "extremely hazardous waste"   or a "hazardous substance" pursuant to state, federal or local   governmental law. Hazardous Substances also includes asbestos, polychlorinated   biphenyls ("PCBs") and petroleum products. ARTICLE 28 Notices Any   notice, demand, consent, or approval (a "Notice") required by this   Lease shall be in writing and shall be deemed delivered when personally   delivered, sent by facsimile with receipt acknowledged, when delivered by any   nationally recognized overnight carrier that routinely issues delivery   receipts, or three (3) business days after being deposited in any depository   regularly maintained by the United States post office, postage prepaid,   certified mail, return receipt requested, or, in each case when delivery is   rejected or refused, to the addresses set forth in Article 1. Either party   may add additional addresses or facsimile numbers or change its address or   facsimile number for purposes of receiving Notices by providing the other   party at least ten (10) days prior Notice of such change or addition.   Tenant's billing contact is ap@carbonblack.com. ARTICLE 29 Inability To   Perform Except to the extent otherwise expressly set forth in this Lease,   this Lease and the obligation of Tenant to pay Rent and perform and comply   with all of the other covenants and agreements hereunder on the part of   Tenant to be performed and complied with shall in no way be affected,   impaired or excused because of Landlord's delay or failure to perform or   comply with any of the provisions hereunder on the part of Landlord to be   performed or complied with, 32


    




 










nor because   Landlord is unable to fulfill any of its obligations under this Lease, or to   supply or is delayed in supplying any service expressly or impliedly to be   supplied, or is unable to make or is delayed in making any repair, additions,   alterations or decorations, or is unable to supply or is delayed in supplying   any equipment or fixtures if Landlord is prevented or delayed from so doing   by reason of strike or labor troubles or any other cause whatsoever beyond   the control of Landlord, including governmental preemption in connection with   a national emergency or by reason of any rule, order or regulation of any   governmental authority or by reason of the conditions of supply and demand   which have been or are affected by war or other emergency. Landlord shall use   commercially reasonable efforts to correct and/or resolve any condition   identified in this Section 29. ARTICLE 30 Condition of the Premises;   Allowance Tenant has inspected the Premises and agrees (a) to accept   possession of the Premises in the condition existing on the Commencement Date   "as is" and (b) Landlord has no obligation to perform any work,   supply any materials, incur any expense or make any alterations or   improvements to prepare the Premises for Tenant's occupancy. Tenant's   occupancy of any part of the Premises shall be conclusive evidence, as   against Tenant, that Landlord has Substantially Completed any work to be   performed by Landlord under this Lease, Tenant has accepted possession of the   Premises in its then current condition and at the time such possession was   taken, the Premises and the Building were in a good and satisfactory   condition as required by this Lease. Tenant shall perform such leasehold   improvements in the Premises as it requires (the "Tenant Work").   The Tenant Work shall be subject to the provisions of Article 6 hereof.   Landlord shall provide an allowance in the amount of $72,700.00 (the Tl Allowance")   to be used by Tenant toward the cost of the design and construction of the   Tenant Work. The Tl Allowance may not be used for personal property or moving   expenses. The Tl Allowance shall be advanced to Tenant on a monthly basis, as   costs are incurred, within thirty (30) days after receipt of requisitions   from Tenant, which requisitions shall include contractor invoices,   architects' certificates for payment, lien waivers through the prior advance,   and such other items as Landlord shall reasonably require. Landlord shall not   be required to advance any portion of the Tl Allowance for any work that is   performed later than one (1) year after the date of this Lease, or for which   Landlord receives a requisition later than thirteen (13) months after the date   of this Lease, in no event shall Tenant be entitled to any cash payment, nor   any credit against Rent due under this Lease, in the event that the entire Tl   Allowance is not utilized. Within thirty (30) days after completion of the   Tenant Work, Tenant shall provide Landlord with "as-built" drawings   of the Tenant Work ARTICLE 31 Security Deposit Upon execution hereof, Tenant   has deposited with Landlord a security deposit equal to three (3) months of   average Base Rent (the "Security Deposit") for the faithful   performance and observance by Tenant of the terms, provisions and conditions   of this Lease. It is agreed that in the event Tenant defaults in respect of   any of the terms, provisions and conditions of this Lease beyond applicable   notice and cure periods, Landlord may draw on such Security Deposit to the   extent required for the payment of Rent or any other sum as to which Tenant   is in default, beyond applicable notice and cure periods, or any sum which   Landlord may expend or may be required to expend by reason of Tenant's   default in respect of any of the terms, covenants or conditions of this Lease   beyond applicable notice and cure periods In the event that Landlord 33


    




 










does draw on   the Security Deposit, Tenant shall within ten (10) days of receiving Notice   from Landlord, replenish the Security Deposit by the amount Landlord withdrew   therefrom and failure to do so within such ten (10) day period shall   constitute a default under this Lease. In the event of a sale of the   Property, Landlord shall transfer the Security Deposit to the new landlord,   and upon such transfer of the Security Deposit Landlord shall have no further   liability for the Security Deposit. In the event that, as of the 3rd   anniversary of the Rent Commencement Date, (i) no monetary default under this   Lease, beyond applicable cure periods, has occurred, even if subsequently   cured, and (ii) no non-monetary default, beyond applicable cure periods, then   exists, then the amount of the Security Deposit shall be reduced to $55,736.67.   ARTICLE 32 Arbitration Section 32.01 The parties have not agreed to arbitrate   all disputes arising pursuant to this Lease but rather only those matters   where arbitration is expressly provided for in this Lease. Any party who   fails to submit to binding arbitration following a lawful demand by the other   party shall bear all costs and expenses, including reasonable attorneys'   fees, incurred by the other party in obtaining a stay of any pending judicial   proceeding concerning a dispute, which by the terms of this Lease has been   properly submitted to mandatory arbitration, or compelling arbitration of any   such dispute, or both. Otherwise, each party shall bear its own attorneys'   fees in any arbitration. The party requesting arbitration shall do so by   giving Notice to that effect to the other party, specifying in said Notice   the nature of the dispute. All such arbitration hearings shall be held in the   City of Boston, Massachusetts, and determined by an independent single   arbitrator on an expedited basis pursuant to the Commercial Arbitration   Rules, then in effect, of the American Arbitration Association. The   qualification of any arbitrator shall be as follows: a real estate broker   with at least ten (10) years' experience in office leasing in Boston,   Massachusetts; a partner in a national accounting firm's Boston,   Massachusetts office, or a lawyer specializing in real estate matters, each   with at least ten (10) years' experience in the Boston, Massachusetts area.   Section 32.02 The arbitrator shall resolve all disputes in accordance with   the substantive law of the Commonwealth of Massachusetts. The arbitrator   shall have no authority nor jurisdiction to award any damages or any other   remedies beyond those which could have been awarded in a court of law if the   parties had litigated the claims instead of arbitrating them. The parties   shall not assert any claim for consequential or punitive damages, nor shall   the arbitrator have the power to impose such damages except to the extent   such awards are specifically authorized by statute. The arbitrator will not   have the authority to modify the provisions of this Lease. Neither provision   of nor the exercise of any rights under this Article shall limit the right of   Landlord to evict Tenant, or obtain provisional or ancillary remedies such as   an injunction, receivership, attachment or garnishment for breach of the   provisions of this Lease. Any arbitration proceeding may proceed in the   absence of any party who, after notice, fails to be present at such   arbitration. In such event, an award may be made based solely upon the   evidence submitted by the party who is present The arbitrator will render a   decision and award in writing within thirty (30) days after such proceeding   is concluded, and will deliver counterpart copies of the decision and award   to each of the parties. Unless otherwise agreed in writing by the parties or   unless this Lease has been terminated, during the pendency of this   arbitration, the parties will continue to comply with all the terms and   provisions of this Lease which are not the subject of the arbitration   proceeding. This agreement to arbitrate will be specially enforceable by   either party The decision or award rendered by the arbitrator will be final,   non-appealable, 34


    




 










and binding   upon the parties. Judgment may be entered upon it in accordance with   applicable Massachusetts law in a court of competent jurisdiction. ARTICLE 33   Miscellaneous Section 33.01 Intentionally Omitted. Section 33.02 The failure   of either party to seek redress for violation of, or to insist upon the   strict performance of any covenant or condition of this Lease or any of the   Rules shall not prevent a subsequent act which would have originally   constituted a violation, from having all the force and effect of an original violation.   No provision of this Lease shall be deemed to have been waived by either   party, unless such waiver be in writing. The receipt by Landlord of Rent with   knowledge of the breach of any covenant of this Lease shall not be deemed a   waiver of such breach. No payment by Tenant or receipt by Landlord of a   lesser amount than the Rent herein stipulated shall be deemed to be other   than on account of the earliest stipulated Rent, nor shall any endorsement or   statement on any check or any letter accompanying any check or payment as   rent be deemed an accord and satisfaction. Landlord may accept such check or   payment without prejudice to Landlord's right to recover the balance of such   Rent or pursue any other remedy in this Lease. No act by Landlord or its   agent shall be deemed an acceptance of a surrender of the Premises or an   agreement to accept such surrender unless in writing and signed by Landlord,   other than in connection with the expiration of this Lease. No employee of   Landlord or its agent shall have any power to accept the keys to the Premises   and the delivery of the keys shall not operate as a termination of this Lease   or surrender of the Premises. The parties acknowledge that the provisions of   this Section 33.02 are an essential and material part of this Lease. Section   33.03 This Lease with the schedules annexed hereto contains the entire   agreement between Landlord and Tenant, and all prior negotiations and   agreements between the parties are merged into this Lease. No agreement   hereafter made between Landlord and Tenant shall be effective to, modify any   provision of this Lease unless such agreement is in writing and signed by the   party against whom enforcement is sought. Section 33.04 If any term or   provision of this Lease shall to any extent be invalid or unenforceable, the   remainder of this Lease shall not be affected thereby, and the balance of the   terms and provisions of this Lease shall be valid and enforceable to the   fullest extent either provided hereunder or as permitted by law. If any   interest rates or fees charged to Tenant under the circumstances then   prevailing shall not be lawful, then such rates or fees shall be reduced to   the maximum lawful rate. Section 33.05 The captions of articles in this Lease   are inserted only as a matter of convenience and for reference and they in no   way define, limit or describe the scope of this Lease or the intent of any   provision thereof. Section 33.06 Landlord and Tenant waive the right to a   trial by jury in any action, counterclaim, proceeding or litigation arising   out of, under or in connection with, or related to, the subject matter of   this Lease. This waiver is knowingly, intentionally, and voluntarily made by   Tenant and Tenant acknowledges that neither Landlord nor any person acting on   behalf of Landlord has made any representations of fact to induce this waiver   of trial by jury or in any way to modify or nullify its effect. Tenant   further acknowledges that it has been represented (or has had the opportunity   to be represented) in the negotiation and execution of this Lease and in the   35


    




 










making of this   waiver by independent legal counsel, selected of its own free will, and that   it has had the opportunity to discuss this waiver with counsel. Section 33.07   Landlord or Landlord's agents have made no representations or promises with   respect to the Premises or the Property except as herein expressly set forth,   and no rights, easements or licenses are acquired by Tenant by implication or   otherwise except as expressly set forth in the provisions of this Lease.   Section 33.08 This Lease is offered to Tenant for signature with the express   understanding that it shall not be binding upon Landlord or Tenant unless and   until Landlord and Tenant have executed and delivered a fully executed copy   to each other. Section 33.09 This Agreement is to be governed by and   construed under the laws of the Commonwealth of Massachusetts. Section 33.10   With the exception of Tenant's obligations set forth in Section 26.02 hereof,   in no event shall Landlord or Tenant be liable for any consequential,   special, punitive or indirect loss or damage which Tenant or Landlord may   incur or suffer in connection with this Lease or any services or duties to be   performed or provided pursuant hereto. Section 33.11 Except as may be   specifically otherwise provided in this Lease, reference in this Lease to   "approval," "consent", "judgment" and   "satisfactory" shall not be interpreted as justifying arbitrary   rejection, but rather shall connote a reasonable application of judgment   taking into account long-term leasing practices and commercial customs   relating to major real estate transactions involving institutional financing.   Section 33.12 Anything in this Lease to the contrary notwithstanding, Tenant   agrees that it shall look solely to the estate and property of Landlord in   the Property (including any net proceeds received by Landlord upon sale of   the Property), subject to the rights of any prior mortgagee, for the   collection of any judgment (or other judicial process) requiring the payment   of money by Landlord in the event of any default or breach by Landlord, and   no other assets of Landlord shall be subject to levy, execution or other   procedures for the satisfaction of Tenant's remedies. Section 33.13 Wherever   used in this Lease, unless the context clearly indicates a contrary intent or   unless otherwise specifically provided herein, the word "Lease"   shall mean this Lease and any schedules or supplements hereto. Whether or not   specifically stated in any provision of this Lease, reference therein to (i)   any law, statute, ordinance, code, rule, regulation or the like shall mean   and include any and all modifications, amendments and replacements thereof,   (ii) the phrase "including" shall mean "including, without   limitation" and (iii) any right of Landlord shall mean, unless expressly   provided therein to the contrary, such right without any corresponding   obligation. No inference in favor of or against any party shall be drawn from   the fact that such party has drafted any portion of this Lease. Section 33.14   The covenants, conditions and agreements contained in this Lease shall bind   and inure to the benefit of the parties hereto and their respective heirs:   legal representatives, successors and, except as otherwise provided herein,   their assigns. Tenant shall be responsible to ensure that all officers,   employees, customers, visitors, salesmen, agents, invitees, licensees,   contractors and all other persons present at the Property through Tenant   shall comply with the provisions of this Lease and the Rules. 36


    




 










Section 33.15   The term "Tenant" shall mean Tenant and any subsequent holder or   holders of this Lease; and pronouns of any gender shall include the other   gender; and either the singular or plural shall include the other. The term   "Landlord" wherever used in this Lease shall be limited to mean and   include only the owner or owners at the time in question of the Building or a   mortgagee in possession, so that in the event of any sale, assignment or   transfer of the Building or of such underlying lease, such assigning owner,   tenant under the underlying lease or mortgagee in possession shall thereupon   be released and discharged from all covenants, conditions and agreements of   Landlord hereunder that accrue after the date of the sale, assignment or   transfer, but such covenants, conditions and agreements shall be binding for   the time being upon each new owner, tenant under the underlying lease or   mortgagee in possession of the Building, until again sold, assigned or   transferred. Section 33.16 The terms and conditions of this Lease, including   all Schedules, shall be kept confidential by both parties and shall not be   disclosed to any third parties, except on a "need to know" basis or   as may be required by law, without the prior written consent of Landlord. The   provisions of this Section 33.16 shall also apply to any so-called   "lease audit" and any settlement arising therefrom. As a condition   for Landlord to provide any information to or cooperate with any lease   auditing firm or any accountants or attorneys engaged by Tenant to review the   rents or other charges payable pursuant to this Lease, such agents shall be   required to execute a confidentiality agreement prohibiting such agents from   sharing any of the information or results of any such audit with any other   party and specifically any other tenants of the Building or any other office   building on the Property. Section 33.17 Upon Notice from Landlord, which may   not be given more than once each calendar year, Tenant shall provide, within   fifteen (15) business days, financial statements prepared by its regularly   retained certified public accountant. In any event that Tenant does not have   such financial statements generally prepared, Tenant shall provide financial   statements prepared in accordance with generally accepted accounting   principles consistently applied and certified by its chief financial officer.   Section 33.19 Tenant shall not record this Lease but will, at the request of   Landlord, execute a memorandum or notice thereof in recordable form satisfactory   to both the Landlord and Tenant specifying the date of commencement and   expiration of the term of this Lease and other information required by   statute. Either Landlord or Tenant may then record said memorandum or notice   of lease. Section 33.20 If Landlord's mortgagee requires modifications of the   terms of this Lease, Tenant shall not unreasonably withhold approval of an   amendment to this Lease that incorporates such modifications, provided the   same do not materially adversely affect Tenant's rights or obligations under   this Lease, including without limitation that there shall be no rent   increase. Section 33.21 If any excavation or construction is made adjacent   to, upon or within the Building, or any part thereof, Tenant shall afford to   any and all persons causing or authorized to cause such excavation or   construction license to enter upon the Premises for the purpose of doing such   work as such persons shall deem necessary to preserve the Building or any   portion thereof from injury or damage and to support the same by proper   foundations, braces and supports, without any claim for damages or indemnity   or abatement of rent, or of a constructive or actual eviction of Tenant.   Landlord will use commercially reasonable efforts to minimize any   interference with Tenant's business as a result of this Section 33.21. 37


    




 










Section 33.22   Landlord shall, at its cost, include Tenant's name on the lobby directory.   Tenant shall be responsible for suite signage, which shall be subject to   Landlord's approval, which approval shall not be unreasonably withheld.   ARTICLE 34 Right of First Offer Provided that this Lease is in full force and   effect and Tenant is not in default hereunder, Tenant shall have a one-time   right of first offer on any space on the 3rd floor of the Building that is   contiguous to the Premises in accordance with this Article 34. In the event   that any space on the 3rd floor of the Building that is leased as of the date   of this Lease, or any space on the 3rd floor of the Building that if vacant   as of the date of this Lease subsequently becomes leased, and such space is   Available for Lease, Landlord shall, before leasing such space ("ROFO   Space") to any party other than the then tenant of the space, shall   notify Tenant in writing, which notice (a "ROFO Notice") shall   contain all of the material conditions under which Landlord is prepared to   lease the ROFO Space to Tenant. Tenant shall have fifteen (15) Business Days   from receipt of a ROFO Notice, time being of the essence, to advise Landlord,   in writing, that it has elected to lease such ROFO Space. If Tenant so   notifies Landlord, then Landlord and Tenant shall enter into an amendment of   this Lease that incorporates the ROFO Space in question into the Premises, on   the terms and conditions set forth in ROFO Notice, if Tenant fails to timely   exercise its right of first offer, then it shall have no further rights under   this Article 34 as to that ROFO Space. If Tenant exercises on a timely basis   but thereafter fails to execute and deliver to Landlord the amendment to this   Lease within fifteen (15) days after receipt from Landlord, then at   Landlord's option, Tenant's exercise shall be void and Tenant shall thereupon   have no further rights under this Article 34 with respect to that ROFO Space.   Space shall be deemed "Available for Lease" if that space becomes   vacant or is scheduled to become vacant in the next twelve (12) months, at   any time during the term of this Lease. Space shall not be deemed to be   Available for Lease if the existing tenant thereof wishes to remain in such   space, pursuant to the exercise of a renewal option, but not otherwise.   [Signatures on Next Page] 38


    




 










IN WITNESS   WHEREOF, Landlord and Tenant have respectively signed and sealed this Lease as   of the date first above written. CARBON BLACK, INC. 201 SOUTH STREET OWNER,   LLC By: /s/ 


    




 






 



SCHEDULE A   201-207 SOUTH STREET THE LAND I9S-201 South Street and SO Utica Street.   Boston Porcel 1 A certain parcel of registered land situated in Boston, in   the County of Suffolk and Commonwealth of MA, bounded and described as   follows: Southeasterly by South Street, thirty and 79/100 (30.79) feet;   Southwesterly by land now or formerly of Renton Whidden the line running in   part through a partition wall, sixty and 76/100 (60,76) foot; Southeasterly   by said Whidden land, nine and 6/100 (9.06) feet; Southwesterly by a   passageway, thirty-seven and 6/100 (37.06) feet; Northwesterly by land now or   formerly of Helen S. Hunt, the line miming in part through the middle of a   partition wall, fifty-five and 22/100 (55.22) feet; Northwesterly by Utica   Place, thirty -seven and 88/100 (37.88) feet; Southeasterly by land now or   formerly of John Lawrence et al Trustees, the line running through the middle   of a pany wall, fourteen and 967100 (14.96) feet and; Northeasterly by said   Lawrence et al Trustees land, the line running through the middle of the   party wall, fifty-eight and 01/100 (58.01) feet All of said boundaries are   determined by the Court to be located as shown on two plans drawn by S.L,   Leftovith, Surveyor, dated July 14,1915, and April A, 1915 as modified and approved   by the Conn, fded in the Land Registration Office as Plan Nos. 5527-A and   ^659-A. copies of a portion of which are filed with certificates of title No.   7546 nndNo. 8293, respectively. Together with the right to use the passageway   as shown on said plans and said Utica Place in common with other entitled   thereto, for any purposes for which streets are commonly used in the City of   Boston. Together with the benefit of rights with related to the brick wall   set forili In an agreement by and between John Lawrence et al, Trustees and   Frederick J. Woyand, dated August 25,1915 and duly recorded with the Suffolk   County Registry of Deeds in Book 3903. Pnao 186. 


    




 










SCHEDULE B 201-207   SOUTH STREET PREMISES [attached hereto] 


    




 










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SCHEDULE C 201-207   SOUTH STREET BUILDING RULES Rules and Regulations for Tenants Tenant agrees   to observe the rights reserved to Landlord in the Lease and agrees, for   itself, its employees, agents, Tenants, customers, invitees and guests, to   comply with the following rules and regulations and with such reasonable   modifications thereof and additions thereto as Landlord may make, from time   to time, for the Building, provided that Tenant has received written notice   of such additions. Any sign, lettering, curtain, picture, notice, or   advertisement within the Premises (including, but not limited to Tenant   identification signs on doors to the Premises) which is visible outside of   the Premises shall be installed at Tenant's cost and in such manner,   character and style as Landlord may approve in writing, which consent shall   not be unreasonably withheld, conditioned or delayed. No sign, lettering,   picture, notice or advertisement shall be placed on any outside window or in   any position so as to be visible from outside the Building or from any atrium   or lobbies of the Building. Tenant shall not use the name of the Building   (except as a part of Tenant's address at the Premises) or use pictures or   illustrations of the Building in advertising or other publicity, without   prior written consent of Landlord. Tenant, its customers, invitees,   licensees, and guests shall not obstruct sidewalks, entrances, passages,   courts, corridors, vestibules, halls, elevators and stairways in and about   the Building. Tenant shall not place objects against glass partition or doors   or windows or adjacent to any open common space which would be unsightly from   the Building corridors or from the exterior of the Building, and will   promptly remove the same upon Notice from Landlord. Tenant shall not make   noises, cause disturbances, create vibrations, odors or noxious fumes or use   or operate any electrical or electronic devices or other devices that emit   sound waves or are dangerous to other tenants and occupants of the Building   or that would unreasonably interfere with the operation of any device or   equipment or radio or television broadcasting or reception from or within the   Building or elsewhere, or with the operation of roads or highways in the   vicinity of the Building and shall not place or install any projections,   antennae, aerials or similar devices inside or outside of the Premises. 5.   Tenant shall not make any room-to-room canvass to solicit business from other   tenants in the Building and shall not exhibit, sell or offer to sell, use,   rent or exchange any item or services in or from the Premises unless   ordinarily embraced within Tenant's use of the Premises as specified in its   lease. 


    




 










Tenant shall   not waste electricity or water and agrees to reasonably cooperate fully with   Landlord to assure the most effective operation of the Building's heating and   air conditioning. Tenant shall keep public corridor doors closed. Door keys   for doors in the Premises will be furnished at the commencement of the Lease   by Landlord. Tenant shall not affix additional locks on doors and shall   purchase duplicate keys only from Landlord. When the Lease is terminated,   Tenant shall return all keys to Landlord and will provide to Landlord the   means of opening any safes, cabinets or vaults left in the Premises. Tenant   assumes full responsibility for protecting its space from theft, robbery and   pilferage, which includes keeping doors locked and other means of entry to   the Premises closed and secured. Peddlers, solicitors and beggars shall be   reported to the office of the Building or as Landlord otherwise   requests-Tenant shall not install nor operate machinery or any mechanical   devises of a nature not directly related to Tenant's ordinary use of the   Premises without the written permission of Landlord. No person or contractor   not employed by Landlord shall be used to perform window washing cleaning,   decorating, repair or other work in the Premises, unless Tenant has received   prior approval from Landlord and all necessary insurance is provided to   landlord prior to work commencement. Tenant may not and Tenant shall not   permit or suffer anyone to: Cook in the Premises (other than microwave   cooking for employees only); Place vending or dispensing machines of any kind   in or about the Premises; or At any time sell, purchase, or give away, or   permit the sale, purchase or gift of, food in any form. Tenant shall not: C-2   


    




 










 a) Use the Premises for lodging,   manufacturing or for any illegal purposes, or for any of the following   purposes: : (i) massage parlor, tattoo parlor, adult bookstore, adult   entertainment facility, a so-called "head" shop, off-track betting,   gambling, gaming or check cashing facility; (ii) amusement park, carnival,   banquet facility, dance hall, disco, nightclub, video game, virtual reality   or laser tag room or facility, pool hall or arcade; (iii) any facility   related to the occult sciences, such as palm readers, astrologers, fortune   tellers, tea leaf readers or prophets; or (iv) any use which constitutes a   public or private nuisance or produces objectionable noise or vibration. b) Use   the Premises to engage in the manufacture or sale of, or permit the use of   any spirituous, fermented, intoxicating or alcoholic beverages on the   Premises; or c) Use the Premises to engage in the manufacture or sale of, or   permit the use of any illegal drugs on the Premises. 14. In no event shall   any person bring into the Building inflammables such as gasoline, kerosene,   naphtha and benzene or explosives or firearms or any other article of   intrinsically dangerous nature. If by reason of the failure of Tenant to   comply with the provisions of this paragraph any insurance premium payable by   Landlord for all or any part of the Building shall at any time be increased   above normal insurance premiums for insurance not covering the items   aforesaid. Landlord shall have the option to either terminate the Lease or to   require Tenant to make immediate payment for the whole of the increased   insurance premium. 15. Tenant shall comply with ail applicable federal, state   and municipal laws, ordinances and regulations and building rules, and shall   not directly or indirectly make any use of the Premises which may be   prohibited thereby or which shall be dangerous to person or property or shall   increase the cost of insurance or require additional insurance coverage. 16.   If Tenant desires signal, communication, alarm or other utility or service   connection installed or changed, the same shall be made at the expense of   Tenant, with approval and under direction or Landlord. 17. Bicycles shall not   be permitted in the Building in other than Landlord-designated locations. 18.   Tenant shall reasonably cooperate and participate in all security programs   affecting the Building. C-3 


    




 










 19. In the event Landlord allows one or more   tenants in the Building to do any act prohibited herein, Landlord shall not   be precluded from denying any other tenant the right to do any such act. 20. Tenant,   or the employees, agents, servants, visitors or licensees of Tenant shall not   at any time place, leave or discard any rubbish, paper, articles, or objects   of any kind whatsoever outside the doors of the Premises or in the corridors   or passageways of the Building. No animals or birds shall be brought or kept in   or about the Building (other than for the assistance of special needs   individuals). 21. Landlord shail have the right to prohibit any advertising   by Tenant which mentions the Building and which in Landlord's reasonable   opinion, tends to impair the reputation of the Building or its desirability   for offices, and, upon written notice from Landlord, Tenant will refrain from   or discontinue such advertising. 22. Tenant shall not mark, paint or drill   into, or in any way deface any part of the Building or the Premises. No   boring, driving of nails or screws, cutting or stringing wires shall be   permitted, except with the prior written consent of Landlord and as Landlord   may direct. Tenant shall not install any resilient tile or similar floor   covering in the Premises except with the prior approval of Landlord. The use   of cement or other similar adhesive material is expressly prohibited. 23.   Landlord shall have the right to limit or control the number and format of   listings on the main Building directory, provided, however, that Tenant shall   at all times be listed thereon. 24. Tenant's use of delivery areas, loading   areas and freight elevators shall be scheduled in advance with Landlord and   shall be subject to the approval of Landlord, which approval shall not be   unreasonably withheld, conditioned or delayed. 25. Entry and exiting to and   from the Building and use of all roads, driveways and walkways to the   Building shall be subject to such traffic and use rules and regulations as   Landlord may promulgate and provide to Tenant from time to time. 26. Tenant   shall not place a load upon any floor of the Building exceeding the lesser of   the floor load which such floor was designed to carry or that allowed by law.   27. Normal Business Operating Hours are 8:00 AM to 6:00 PM Monday through   Friday, excluding Holidays (as defined in the Lease) (and the applicable   weekday when any such day occurs on a weekend day) C-4 


    




 










 28. Intentionally Omitted. 29. Landlord   reserves the right to establish, modify and enforce parking rules and   regulations. 30. Plumbing, fixtures and appliances shall be used only for the   purposes for which designed, and no sweepings, rubbish, rags or other   unsuitable material shall be thrown or deposited therein. Damage resulting to   any such fixtures or appliances from misuse by a tenant or its agents,   employees or invitees, shall be paid by such tenant. 31. Movement in or out   of the Building for the purposes of construction, furniture/office equipment   deliveries, or dispatch/receipt by tenants of any bulky material, merchandise   or materials which require use of elevators or stairways, or movement through   the Building entrances or lobby shall be conducted under Landlord's   supervision at such times and in such a manner as Landlord may reasonably   require. All such activities must be performed during non-business hours.   Business hours are 8am-6pm, Monday -Friday and 8am-1pm Saturdays. Each tenant   assumes all risks of and shall be liable for all damage to articles moved and   injury to persons or public engaged or not engaged in such movement,   including equipment, property and personnel of Landlord if damaged or injured   as a result of acts in connection with carrying out this service for such   tenant. 32. To ensure orderly operation of the Building, no ice, mineral or   other water, towels, newspapers, etc. shall be delivered to any leased area   except by persons approved by Landlord. 33. Landlord will not be responsible   for lost or stolen personal property, money or jewelry from Tenant's leased   premises or public or common areas regardless of whether such loss occurs   when the area is locked against entry or not. 34. Tenant shall not conduct   any activity on or about the Premises or Building which will draw pickets,   demonstrators, or the like. 35. No tenant may enter into phone rooms,   electrical rooms, mechanical rooms, or other service areas of the Building   unless accompanied by Landlord or Building manager. 36. Tenant shall not   permit its employees, invitees or guests to smoke cigarettes or any other lit   product, or any e cigarette or any other vapor or smokeless cigarette or   product in the Premises or the lobbies, passages, corridors, elevators,   vending rooms, rest rooms, stairways or any other area shared in common with   other tenants in the Building, or permit its employees, invitees, or guests   to loiter at the Building entrances for the purpose of smoking cigarettes or   any other lit product, or any e cigarette or any other vapor or smokeless   cigarette or product. Landlord may, but shall not be required to, designate   an area for smoking outside the Building and more than five feet from any   entrance/exit to the building. C-5 


    




 










Specific   Requirements for Contractors Business Hours: Normal Business hours are 8:00   a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 1:00 p.m. on   Saturday. 1. The following work must be done outside of normal business hours   unless otherwise consented to in writing by Landlord: • Demolition above and   below occupied space which may cause disruption to other tenants in the   building on other floors. • Coring for electrical/telephone floor outlets   above occupied space. • Oil based or "Polymyx" painting on occupied   multi-tenant floors (latex paint work allowed). • Any work performed outside   of project site. • Shooting of studs into deck for mechanical fastening   devices (allowed until 8:00 a.m.) under occupied floors. Property Manager   must be notified in advance in order to inform other tenants this work will   be performed. • Drilling into deck for mechanical devices (allowed until 8:00   a.m.) • Testing of life safety and sprinkler tie-ins. • Deliveries via   tractor/trailer trucks unless previously approved by Property Manager. 2. Dollies   and carts should be fitted with rubber wheels but not allowed in Lobby. 3. Dragging   of ladders, dropping of material is to be avoided over occupied floors. 4. All   work performed outside of project site must be coordinated with the Property   Manager from Lincoln Property Company. 5. Notification for Requests: The   contractor must notify Lincoln Property Company forty-eight hours in advance,   in writing, for approval on the following requests. Notice should be sent to:   sbarber@lpc.com, with copies to: fswarav@lpc.com and itromblev@lpc.com.   Emergency service may be provided with 24 hours' notice. • Freight elevator   usage after hours • Sprinkler/life safety shutdown • HVAC shutdown • Access   to site after normal business hours • Major deliveries and tenant relocations   • Coordination with building staff • Trash removal operation • Security detail   • Any work/activity not noted above or performed during non-business hours 6.   Parking: There is no contractor parking available at the Receiving Area. The   Receiving Area is to be used for unloading equipment and materials only. C-6 


    




 










7. Freight   Elevator: One passenger elevator doubles as the freight when properly padded.   The freight elevator must be used at all times to access or egress the work   area. Construction workers should not use the emergency stairwells to access   other floors unless and emergency situation arises or as approved by property   management. 8. Demolition: Contractor must use hard plastic hampers to   transport debris from work area to loading dock. Queue on the work floor   while transporting debris. 9. Deliveries: Absolutely no deliveries will be   allowed through the main lobby. Deliveries must be scheduled in advance with   Lincoln Property Company to coordinate the use of the loading area on Binford   St. and the freight elevator. The delivery of sheet rock, light fixtures and   other like material must be scheduled during non-business hours unless   approved by the Property Manager or on-site LPC staff. 10. Cleaning &   Rubbish Removal: The contractor is responsible for leaving the freight   elevator and related work areas "broom clean". The contractor will   incur costs for clean­up if areas are left dirty, including servicing of   freight elevator for demolition debris not transported properly. Rubbish   cannot be stored in the work area and must be disposed of on a regular basis.   11. Permit: Contractor will post building permit, preferably on a conspicuous   wall of the construction site while work is being performed. Contractor shall   supply Property Manager with a copy of all permits prior to the start of any   work. 12. Suite Carpet Protection: Prior to demolition, if carpet is to   remain in the suite, it is to be protected by a heavy plastic cover or   removed, stored and re-installed upon completion of work. 13. Common Area   Carpet/Flooring Protection: Public area corridor and carpet is to be   protected by plastic runners or a series of walk-off mats from the elevator   to the suite under construction. Walk-off mats are to be provided at entrance   doors. 14. Screening: Contractor shall provide heavy plastic screening for   dust protection and/or temporary walls of suitable appearances as required by   Property Management to screen the construction site. 15. Window Treatment   Protection: Window treatments within a suite or affected area must be bagged   and protected prior to commencement of work. 16. Utilities-No Interruption:   No utilities (electricity, water, gas, and plumbing) or services to the   tenants are to be cut off or interrupted without first having requested, in   writing, and secured, in writing, the permission of the Property Manager. 17.   Electrical Service: No electrical services are to be put on the emergency   circuit, without specific written approval from the Property Manager. 18. Utility   Meters: If utility meter installation is required, contractor must provide   the Property Manager with a copy of the operating instructions for that   particular meter. 19. Contractor/Subcontractor Employee Listing and   Schedules: The Property Manager will be notified of all work schedules of all   workmen on the job and will be notified, in writing, C-7 


    




 










of names of   those who may be working in the Building after "normal" business   hours. If Lincoln Property Company employee works after normal hours, the   tenant will be billed for his time. Provided that Tenant is first notified in   writing. 20. Contractor/Subcontractor Employee Specific Behavior: • Radios   are allowed at a reasonable noise level • All workers are required to wear a   shirt, shoes and full-length trousers • Protection of hallway carpets, wall   coverings, granite and marble and elevators from damage with masonite board,   carpet, cardboard or pads is required. • Public spaces, corridors, elevators,   restrooms, lobby, etc. must be cleaned immediately after use. Construction   debris or materials found in public areas will be removed at the offender's   cost. • No smoking, eating or open food containers in the elevators, carpeted   areas, building perimeter or public lobbies. • No yelling or boisterous   activities. • There will be no alcohol or controlled substances allowed or tolerated.   Individuals under their influence or in possession of such will be   prosecuted. 21. Contractor shall post no signs without Property Manager's   express approval, which may be withheld for any reason 22. All construction   materials or debris must be stored within the project confines or in an   approved lock-up. There will not be any materials stored in the stairwells. 23.   Any work performed on base building systems (i.e. roofing, HVAC, glass   curtain wall, etc.) that could impact existing warranties shall be   coordinated with the Property Manager prior to performing said work. If the   Property Manager stipulates that a certain company/subcontractor/vendor must   be used in order to preserve a warranty, then the Contractor shall comply. 24.   Contractors shall be permitted to use the janitor's sink for water supply on   the floor(s) on which the construction occurs, however, contractors shall   ensure that no drywall, mud, flammables or any other substance that could   stop up the sanitary sewer system or be potentially hazardous, are put   therein. 25. This is a "No Smoking" Building C-8 


    




 










Tenant   Construction Rules and Regulations General Requirements 1. To the extent   reasonably required given the scope and complexity of the proposed   Alteration, Tenant must submit Construction Documents (plans and   specifications) to Lincoln Property Company for approval. A minimum of four   (4) weeks or the time period required under the lease document, whichever is   longer, is needed prior to commencement of the project. 2. Lincoln Property   Company reserves the right to approve and restrict any sub­contractor,   contractor or employee for any trade performing work in the building. A   pre-qualification statement must be submitted to Lincoln Property Company for   sub-contractors who have not performed work with Lincoln Property Company   within the last two (2) years or on jobs of comparable size and dollar value.   3. To the extent reasonably required given the scope and complexity of the   Alteration, record of As-built drawings must be submitted within 30 days of   the completion of the project. 4. Tenant must submit to Lincoln Property   Company the following items two (2) weeks prior to the commencement of the   project. A. Name of General Contractor/Construction Management Firm B. Sub-contractor   list for approval C. Certificates of Insurance from general contractor and   subcontractor in compliance with insurance guidelines. 201 South Street Owner   LLC, ClearRock Properties LLC, Lincoln Property Company and must be named as   additional insured and LPC Commercial Services, Inc. to be the certificate   holder. D. Copy of Demolition Permit (if applicable). E. Copy of Building   Permit (if applicable) F. Copy of Long-Form or Fast-Tract Application to   Building Department (if applicable) G. Construction Schedule (if reasonably   required given the scope and complexity of the project) H. Project directory   to include: Name of firm, address, contacts and telephone number 5. Tenant   must submit Certificate of Occupancy at completion of project (if applicable)   6. Tenant must schedule a project meeting with Lincoln Property Company   construction coordinator two (2) weeks prior to commencement of project. Weekly   project meetings are required for major construction projects. The Lincoln   Property Company construction coordinator may attend meetings as deemed   necessary. The construction coordinator must receive a copy of the minutes on   a weekly basis C-9 


    




 










7. Air   balancing by contractor is required two (2) weeks before project is   completed. 8. Testing of sprinkler system and fire protection devices is   required two (2) weeks prior to completion of project and to obtain   Certificate of Occupancy. 9. The Lincoln Property Company design/engineering   review team may inspect contractor work in progress for compliance with   applicable code and building standards. 10. Lincoln Property Company reserves   the right to restrict life safety design (sprinkler and fire protection) to   its approved design engineers. 11. All contractor work shall be performed in accordance   with all applicable laws and codes, Boston Fire Department and Lincoln   Property Company Construction Guidelines. 12. Two hundred pound (200 lb)   pressure test of sprinkler system is required two (2) weeks prior to   completion of project. Sprinkler contractor test certificates are due to   Lincoln Property Company at that time. 13. Sprinkler contractor must provide   five (5) sets of sprinkler drawings for approval by the insurance company. 14.   All questions should be referred to Lincoln Property Company at 60 South St.,   Suite 1020, Boston, MA 02111 - or via email to the General manager, Sarah   Barber, at: sbarber@lpc.com. C-10 


    




 










Vendor/Subcontractor   Insurance Specifications 1. General Liability coverage in the form of a   Comprehensive General Liability policy or a Commercial Liability policy with   a broad form of CGL endorsement included in the coverage. The insurance   company issuing said policy must be rated B+ or better by Bests ratings. 2. The   general liability in Item #1 must be on an occurrence basis with per   occurrence and aggregate limits of liability of no less than $5,000,000. This   limit can be provided through a combination of primary general liability   policy and an umbrella liability policy or other multi-property "blanket"   liability coverage. If there are any deductibles or self-insured retention,   please state this. 3. Automobile liability coverage no less than $1,000,000   combined single limit each occurrence and Worker's Compensation coverage must   be Statutory and no less than $500,000. 4. The following MUST be named as   additional insured as their interests may appear: Certificate holder: LPC   Commercial Services, Inc., as Agent Additional insured must be listed exactly   as follows - no exceptions: 201 South Street Owner LLC ClearRock Properties   LLC Lincoln Property Company This information MUST appear as indicated above.   If you have any questions, please feel free to call the office at (617)   275-7000 Ext. 5. 5. Should any of the above described policies be canceled,   not renewed, changed materially in amount of coverage or changed in insuring   form, the vendor/subcontractor's insurance company will give 30 days prior   written notice to Lincoln Property Company, 60 South St., Suite 1020, Boston,   MA 02111. Please note that Lincoln Property Company's minimum requirements,   as noted above and attached, in no way restricts your liability for any   claims in excess of your policy limits. 


    




 










SCHEDULED 201-207   SOUTH STREET CLEANING SPECIFICATIONS The following cleaning functions will be   performed before or after Standard Building Hours: 1. In Tenant Areas: 1. All   hard flooring to be swept and/or dust mopped five (5) times per week. 2. All   carpeted areas and rugs to be vacuumed three (3) times per week. 3. Wastepaper   baskets to be emptied five (5) times per week. 4. Dust furniture, windowsills   and convectors provided free of papers, etc. five (5) times per week. 5. Ledges,   and moldings and Venetian blinds to be high dusted semi-annually. 6. Clean   all exterior windows on the inside semi-annually, provided that windowsills   are free of any articles and access to the windows is not obstructed. 2. In   Common Areas: 1. All stairways to be swept five (5) times per week. Wet   mopped and buffed as needed. 2. Walls and interior surfaces of lobby   including glass, doors and furniture to be cleaned five (5) times per week. 3.   Lobby granite floors to be maintained nightly, with finish applied and buffed   as needed. 4. Walls, doors, saddles, and luminous ceilings of elevator cabs   to be cleaned five (5) times per week. 5. Entrance lobby glass to be washed   or wiped five (5) times per week. 6. Outside of all exterior windows to be   washed semi-annually. 3. In Public Lavatories: 7. All flooring to be swept   and washed, using disinfectant in water five (5) times per week. 8. All   basins, bowls, urinals and toilet seats to be washed five (5) times per week.   Lavatory walls and stall partitions to be cleaned as needed. 9. All mirrors   to be washed five (5) times per week. 


    




 










10. Paper towel   and sanitary disposal receptacles to be emptied and cleaned five (5) times   per week. Plastic liners to be provided for all receptacles. 11. Toilet   tissue holders, soap and paper towel dispensers to be filled five (5) times   per week. 12. Air deodorizers to be provided and maintained. 


    




 










SCHEDULE E 201-207   SOUTH STREET TENANT ALTERATION SPECIFICATIONS Prior to commencing any   alterations work in the Premises, if reasonably in connection with the scope   and complexity of the proposed alteration (i.e., Tenant shall not be required   to submit such drawings in connection with Cosmetic Alterations)Tenant shall   submit to Landlord final and complete dimensional architectural and   mechanical drawings and specifications for partitions, layouts, including   openings, ceiling and lighting layouts, electrical outlets, colors, finishing   schedule, and any and all other information as may be necessary to complete   the Premises. All such work including demolition of existing improvements   shall hereinafter be referred to as "Alterations". All plans shall   be prepared only by architects and mechanical engineers licensed to do   business in Massachusetts and reasonably approved by Landlord. All plans,   including mechanical plans, shall be prepared at Tenant's expense and shall   be consistent with the design, construction and equipment of the Building and   in conformity with its standards and shall show the location and extent of   any excess floor loading and all special requirements for air-conditioning,   plumbing and electricity, and the estimated total electrical load, provided,   however, that Tenant may apply any allowance towards the cost thereof. All   such plans and specifications are expressly subject to Landlord's written   approval, as provided in Article 6. Tenant shall bear the cost and expense of   filing such plans and specifications with the appropriate governmental   agencies (if applicable). Landlord's contractor (or a contractor reasonably   approved by Landlord) shall perform alterations to the Premises and, prior to   proceeding with any Alterations except for the initial Work, shall submit to   Tenant a fixed price for the cost thereof. The fixed price shall be based on,   and shall include copies of, at least two bids for each of the major trades.   Tenant shall nevertheless pay the fixed price for the cost of all Alterations   (as changed by any change orders signed by Tenant), plus Contractor's general   conditions and Contractor's fee, plus an administrative fee to Landlord in   the amount of 5% of all hard costs. This paragraph shall not apply to   Tenant's initial build out of the Premises. If any work is performed by   Landlord's contractor on Tenant's behalf, invoices (together with any and all   supporting documentation reasonably required by Tenant) shall be submitted to   Tenant on a monthly basis, based on the percentage of work completed and   shall be payable within thirty (30) days of receipt. The foregoing relates   specifically to Alterations undertaken by Tenant pursuant to Article 6 of   this Lease, and not to the Tenant Work pursuant to Article 30 hereof 


    




 










SCHEDULE F   INTENTIONALLY OMITTED 


    




 










SCHEDULE G   TENANT ESTOPPEL CERTIFICATE TO: Eastern Bank ("Lender"! 265   Franklin Street Boston, MA 02110 RE: 201-207 South Street Boston,   Massachusetts The undersigned, as tenant under that certain lease dated , 20 (the   "Lease"), made with 201 South Street Owner LLC, as landlord, for   approximately square feet of space at property owned by landlord known as and   numbered 201-207 South Street in Boston, Massachusetts (the   "Property"), hereby certifies as follows: (1) That the tenant is in   occupancy of the premises described in the Lease (the "demised   premises") and is conducting its business therefrom solely for the use   or uses permitted under the Lease. (2) That the Lease is in full force and   effect and has not been assigned, modified, supplemented or amended in any   way and there are no other agreements between the parties thereto, except as   follows: (3) That the commencement date of the term of the Lease is . (4) That   the expiration date of the term of the Lease is . The tenant has no rights to   renew or extend the term of the Lease except as follows: (5) To the best of   Tenant's knowledge, that all conditions of the Lease to be performed by the   landlord and necessary to the enforceability of the Lease have been   satisfied. (6) To the best of Tenant's knowledge, that there are no defaults   by either the tenant or the landlord thereunder, and no event has occurred or   situation exists which would, with the passage of time and the giving of any   required notices, constitute a default under the Lease. (5) 


    




 










(7) All   improvements or work required under the Lease to be made by the landlord have   been completed and such work and the demised premises are accepted as   satisfactory by the tenant, except as follows: . Charges for all labor and   materials used or furnished in connection with improvements and/or   alterations made for the account of the tenant at the demised premises have   been paid in full. (8) That monthly rent in the amount of $ is payable on the   day of each month during the Lease term. No rents have been prepaid more than   one (1) month in advance and full rental, including minimum base rent, has   commenced to accrue and has been paid through the date of . (9) To the best   of Tenant's knowledge, that on this date there are no existing defenses,   offsets, claims or credits which the tenant has against the enforcement of   the Lease by the landlord, provided that nothing herein shall be deemed to be   a waiver of any defense, offset, claims or credits which Tenant has under   this Lease and which are discovered subsequent to the date hereof. (10) The   tenant has paid to the landlord a security deposit in the amount of $ • (11) The   tenant has no right of first refusal or other right or option to purchase all   or any part of the Property. (12) That as of the date hereof, there are no   actions, whether voluntary or otherwise, and, to the best of Tenant's   knowledge, pending, against the tenant under the bankruptcy or insolvency   laws of the United States or any state thereof. (13) That it understands that   Lender will make a mortgage loan to landlord (or its successor and/or assign   with respect to the landlord's interest in the Lease) in reliance upon, among   other things, this certificate. EXECUTED this day of , 2016. TENANT: [Print   or Type Name of Tenant] By: Name: Title: ATTEST/WITNESS: 


    




 






 



SCHEDULE H   COMMENCEMENT DATE AGREEMENT Date: Tenant: TENANT A Re: Commencement Letter   with respect to that certain Lease dated as of , between 201 South Street   Owner LLC, a Delaware limited liability company, as Landlord, and , a , as   Tenant, for X,XXX rentable square feet on the floor of the Building located   at 201-207 South Street, Boston, Massachusetts. In accordance with the terms   and conditions of the above referenced lease, Tenant accepts possession of   the Premises and agrees: 1. The Commencement Date of the Lease is: 2. The   Rent Commencement Date is: 3. The Termination Date of the Lease is: Please   acknowledge your acceptance of possession and agreement to the terms set   forth above by signing this Commencement Letter in the space provided. Sincerely,   Property Manager Lincoln Property Company - 201 South Street Owner LLC Tenant:   TENANT A Agreed and Accepted:. Name; Title: Date: 


    




 










SCHEDULE I FORM   OF SNDA LEASE SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE AGREEMENT This   Agreement is made this day of __, 2016, by and among 201 SOUTH STREET OWNER   LLC, a Delaware limited liability company with an address c/o CiearRock   Properties, 1221 Avenue of the Americas, 20"1 Floor, New York, New York   10020 ("Landlord" or "Borrower"). , with an address of ("Tenant").   and EASTERN BANK, a Massachusetts state-chartered bank with a place of   business at 265 Franklin Street, Boston, Massachusetts 02110   ("Mortgagee"'). Introductory Provisions A. Mortgagee is relying on   this Agreement as an inducement to Mortgagee in making and maintaining a loan   ("Loan") secured by, among other things, a Mortgage and Security   Agreement dated as of , 2016 (the "Mortgage") given by Borrower covering   property commonly known as and numbered 201-207 South Street in Boston, Suffolk   County, Massachusetts (the "Property"). B. Tenant is the holder of   and tenant under that certain lease (the "Lease") dated , 20 , made   with [Landlord] [Landlord's predecessor in interest] covering certain   premises (the "Demised Premises") at the Property as more   particularly described in the Lease. C. Mortgagee requires, as a condition to   the making and maintaining of the Loan, that the Mortgage be and remain   superior to the Lease. D. Tenant requires, as a condition to the Lease being   subordinate to the Mortgage, that its rights under the Lease be recognized. E.   Mortgagee, Landlord and Tenant desire to confirm their understanding with respect   to the Mortgage and the Lease. 


    




 










NOW, THEREFORE,   in consideration of the foregoing, the mutual covenants and agreements   contained herein, and other valuable consideration, the receipt and adequacy   of which are hereby acknowledged, and with the understanding by Tenant that   Mortgagee will rely hereon in making and maintaining the Loan, Mortgagee, Landlord   and Tenant agree as follows: 1. The Lease and the rights of Tenant thereunder   are subordinate and inferior to the Mortgage and any renewal, substitution,   extension or replacement thereof and each advance made thereunder as though   said Mortgage, and each such renewal, substitution, extension or replacement   were executed, recorded and the advance made before the execution of the   Lease. Without limiting the foregoing and notwithstanding any other term or   provision of this Agreement, Tenant's rights with respect to proceeds of   insurance and of eminent domain awards are expressly made subject and   subordinate to the rights of Mortgagee, and the disposition of such proceeds   shall be governed by the Mortgage, and the other "Loan Documents"   referred to therein, in all respects. 2. So long as Tenant is not in default   (beyond any period expressed in the Lease within which Tenant may cure such   default) in the payment of rent or in the performance or observance of any of   the terms, covenants or conditions of the Lease on Tenant's part to be   performed or observed, (i) Tenant's occupancy of the Demised Premises shall   not be disturbed by Mortgagee in the exercise of any of its rights under the   Mortgage during the term of the Lease or any extension or renewal thereof,   made in accordance with the terms of the Lease, and (ii) Mortgagee will not   join Tenant as a party defendant in any action or proceeding for the purpose   of terminating Tenant's interest and estate under the Lease because of any   default under the Mortgage. 3. In the event any proceedings are brought for   the foreclosure of the Mortgage, or if the Property or the Demised Premises   are sold pursuant to the power of sale under the Mortgage, Tenant shall   attorn to the purchaser upon any such foreclosure sale and shall recognize   such purchaser thereafter as the Landlord under the Lease. Such attornment   shall be effective and self-operative without the execution of any further   instrument on the part of any of the parties hereto. Tenant agrees, however,   to execute and deliver at any time and from time to time, upon the request of   any holder(s) of any of the indebtedness or other obligations secured by the   Mortgage, or upon request of any such purchaser, (a) any instrument or   certificate which, in the reasonable judgment of such holder(s), or such   purchaser, may be necessary or appropriate in any such foreclosure proceeding   or otherwise to evidence such attornment, and (b) an instrument or   certificate regarding the status of the Lease, consisting of statements, if   true (and if not true, specifying in what respect), (i) that the Lease is in   full force and effect, (ii) the date through which rentals have been paid,   (iii) the duration and date of the commencement of the term of the Lease,   (iv) the nature of any amendments or modifications to the Lease, (v) that no   default, or state of facts, which with the passage of time, or notice, or   both, would constitute a default, exists on the part ofeither party to the   Lease, and (vi) the dates on which payments of additional rent, if any, are   due under the Lease. 4. If Mortgagee shall succeed to the interest of   Landlord under the Lease in any manner, or if any purchaser acquires the   Property, or the Demised Premises, upon any foreclosure of the 55873238 v I   066426/0169400 


    




 










Mortgage,   Mortgagee or such purchaser, as the case may be, shall have the same remedies   by entry, action or otherwise in the event of any default by Tenant (beyond   any period expressed in the Lease within which Tenant may cure such default)   in the payment of rent or in the performance or observance of any of the   terms, covenants and conditions of the Lease on Tenant's part to be performed   or observed that the Landlord had or would have had if Mortgagee or such   purchaser had not succeeded to the interest of the present Landlord. From and   after any such attornment, Mortgagee or such purchaser shall be bound to   Tenant under all the terms, covenants and conditions of the Lease, and Tenant   shall, from and after such attornment to Mortgagee, or such purchaser, have   the same remedies against Mortgagee, or such purchaser, for the breach of an   agreement contained in the Lease that Tenant might have had under the Lease   against Landlord if Mortgagee or such purchaser had not succeeded to the   interest of Landlord; provided, however, that Mortgagee or such purchaser   shall only be bound during the period of its ownership, all Tenant claims   shall be satisfied only out of the interest, if any, of Mortgagee or such   purchaser in the Property, and Mortgagee and such purchaser shall not be (a)   liable for any act or omission of any prior landlord (including the   Landlord); or (b) liable for or incur any obligation with respect to the   construction of the Property or any improvements therein; or (c) subject to any   offsets or defenses which Tenant might have against any prior landlord   (including the Landlord); or (d) bound by any rent or additional rent which   Tenant might have paid for more than the then current rental period to any   prior landlord (including the Landlord); or (e) bound by any amendment or   modification of the Lease made without its prior written consent; or (f)   bound by or responsible for any security deposit or prepaid rent not actually   received by Mortgagee; or (g) liable for or incur any obligation with respect   to any breach of warranties of any nature under the Lease or otherwise   including without limitation any warranties respecting use, compliance with   zoning, landlord's title, landlord's authority, habitability and/or fitness   for any purpose, or possession; or (h) liable for consequential damages. 5. Nothing   herein contained is intended, nor shall it be construed, to abridge or   adversely affect any right or remedy of the Landlord under the Lease, or any   subsequent Landlord, in the event of any default by Tenant (beyond any period   expressed in the Lease within which Tenant may cure such default) in the   payment of rent or in the performance or observance of any of the terms,   covenants or conditions of the Lease on Tenant's part to be performed or observed.   6. Tenant agrees to provide Mortgagee with a copy of each notice of default   given to Landlord under the Lease, at the same time as such notice of default   is given to the Landlord, and that in the event of any default by the   Landlord under the Lease, Tenant will take no action to terminate the Lease   (a) if the default is not curable by Mortgagee (so long as the default does   not interfere with Tenant's use and occupation of the Demised Premises), or   (b) if the default is curable by Mortgagee, unless the default remains   uncured for a period of thirty (30) days after written notice thereof shall   have been mailed, postage prepaid, to Landlord at Landlord's address, and to   Mortgagee at its address stated in (or pursuant to) Section 7 below;   provided, however. that if any such default is such that it reasonably cannot   be cured within said thirty-day period, such period shall be extended for   such additional period of time as shall be reasonably necessary (including,   without limitation, a reasonable period of time to obtain possession of the   Property and to foreclose the Mortgage), if Mortgagee gives Tenant written   notice of Mortgagee's election to undertake the cure of the default and if   curative action (including, without limitation, action to 5. 


    




 










obtain   possession and foreclose) is instituted within a reasonable period of time   and is thereafter diligently pursued. Mortgagee shall have no obligation to   cure any default under the Lease. 7. Any notice or communication required or permitted   hereunder shall be in writing, and shall be given or delivered by United   States mail, registered or certified, postage fully prepaid, return receipt   requested, or by recognized courier service addressed to the party to whom it   is being given at its address set forth above, or such other address as such   party may have specified theretofore by notice delivered in accordance with   this sentence. Any such notice shall be deemed to have been given and   received on the date delivered or tendered for delivery during normal   business hours as herein provided. 8. Tenant acknowledges that it has notice   that the Lease and the rent and all sums due thereunder have been assigned to   Mortgagee as part of the security for the obligations of Borrower to   Mortgagee secured by the Mortgage. In the event the Mortgagee notifies Tenant   of an Event of Default under the Loan and demands that Tenant pay its rent   and all other sums due under the Lease to Mortgagee, Tenant agrees that it   will honor such demand and pay its rent and all other sums due under the   Lease to the Mortgagee or Mortgagee's designated agent. Borrower   unconditionally authorizes and directs Tenant to make rental payments   directly to Mortgagee following receipt of such notice and further agrees   that Tenant may rely upon such notice without any obligation to further   inquire as to whether or not any default exists under the Mortgage, and that   Borrower shall have no right or claim against Tenant for or by reason of any   payments of rent or other charges made by Tenant to Mortgagee following   receipt of such notice. 9. With respect to any options for additional space   provided to Tenant under the Lease, Mortgagee agrees to recognize the same if   Tenant is entitled thereto under the Lease after the date on which Mortgagee   succeeds as Landlord under the Lease by virtue of foreclosure or deed in lieu   of foreclosure or Mortgagee takes possession of the Demised Premises;   provided. however. Mortgagee shall not be responsible for any acts of any   prior landlord under the lease, or the act of any tenant, subtenant or other   party which prevents Mortgagee from complying with the provisions hereof and   Tenant shall have no right to cancel the Lease or to make any claims against   Mortgagee on account thereof. 10. This Agreement may not be modified orally   or in any manner than by an agreement in writing signed by the parties hereto   or their respective successors in interest. This Agreement shall inure to the   benefit of and be binding upon the parties hereto, their respective heirs,   personal representatives, successors and assigns, and any purchaser or   purchasers at foreclosure of the Property or any portion thereof, and their   respective heirs, personal representatives, successors and assigns. This   Agreement shall be governed and construed in accordance with the laws of the   Commonwealth of Massachusetts. 11. This Agreement may be executed in multiple   counterparts each of which when executed and delivered is an original, but   all of which together shall constitute one instrument. 7. 


    




 










IN WITNESS   WHEREOF, the parties hereto have caused this Agreement to be duly executed,   under seal, as of the date first above written. MORTGAGEE: EASTERN BANK By: Name:   Richard A. Donald Title: Senior Vice President TENANT: By:_ Name: Title: COMMONWEALTH   OF MASSACHUSETTS County of Suffolk On this day of , 2016, before me, the   undersigned notary public, personally appeared Richard A. Donald, as Senior   Vice President of EASTERN BANK, proved to me through satisfactory evidence of   identification, which was to be the person whose name is signed on the   preceding or attached document, and acknowledged to me that he signed it   voluntarily for its stated purpose. Notary Public (Affix Seal] My commission   expires: 


    




 










COMMONWEALTH OF   MASSACHUSETTS County of On this day of , 2016, before me, the undersigned   notary public, personally appeared , as of , proved to me through   satisfactory evidence of identification, which was , to be the person whose   name is signed on the preceding or attached document, and acknowledged to me   that he signed it voluntarily for its stated purpose. Notary Public [Affix   Seal] My commission expires:


    




 










Borrower, as   "Landlord" under the Lease and "Mortgagor" under the   Mortgage, agrees for itself and its successors and assigns that: 1. The above   Agreement does not: (a) constitute a waiver by Mortgagee of any of its rights   under the Mortgage or any of the other Loan documents; or (b) in any way   release Borrower from its obligations to comply with the terms, provisions,   conditions, covenants and agreements and clauses of the Mortgage and other   Loan documents; 2. The provisions of the Mortgage remain in full force and   effect and must be complied with by Borrower; and 3. Borrower shall be bound   by all of the terms, conditions and provisions of the foregoing Agreement   applicable to Borrower including, without limitation, the provisions of   Section 8. BORROWER/LANDLORD: 201 SOUTH STREET OWNER LLC, a Delaware limited   liability company By: Name: Title: COMMONWEALTH OF MASSACHUSETTS County of On   this day of , 2016, before me, the undersigned notary public, personally   appeared as of 201 SOUTH STREET OWNER LLC, proved to me through satisfactory   evidence of identification, which was _ , to be the person whose name is   signed on the preceding or attached document, and acknowledged to me that he   signed it voluntarily for its stated purpose. Notary Public [Affix Seal] My   commission expires:


    




 










FIRST AMENDMENT   TO LEASE This First Amendment to Lease ("Amendment") made as of   i"L(2*~ , 2017 by and between 201 SOUTH STREET OWNER LLC, a Delaware   limited liability company having an office c/o ClearRock Properties, LLC,   1221 Avenue of the Americas, 20,h Floor, New York, NY 10020 ("Landlord")   and CARBON BLACK, INC., a Delaware corporation having a place of business and   mailing address at 1100 Winter Street, Waltham, MA 02451   ("Tenant"). WITNESSETH: WHEREAS, Landlord is the owner of certain   land and improvements located in the City of Boston and commonly known as   201-207 South Street, Boston, Massachusetts (the "Building"); and WHEREAS,   Landlord and Tenant entered into a certain Lease dated March 1, 2017 (the   "Lease"), with respect to approximately 7,270 rentable square feet   of space on the 3 rd floor of the Building (the "Existing   Premises") for a term that is currently scheduled to expire on September   30,2021; and WHEREAS, Landlord and Tenant have agreed to amend the Lease to   add, to the Premises, approximately 7,270 rentable square feet of space on   the 4th floor of the Building, which space (the "Expansion   Premises") is shown on Exhibit A attached hereto, in accordance with the   terms and conditions set forth herein. NOW, THEREFORE, in consideration of   the mutual covenants contained herein, receipt and sufficiency of which is   hereby acknowledged, Landlord and Tenant hereby agree as follows: 1. Capitalized   Terms; Recitals. All capitalized terms used and not otherwise defined herein   shall have the respective meanings ascribed to them in the Lease. In the event   of any inconsistencies between the Lease and this Amendment, the provisions   of this Amendment shall control, and all other provisions of the Lease shall   remain in full force and effect. The above recitals are hereby incorporated   into this Amendment. 2. Lease of Expansion Premises. Landlord hereby leases   the Expansion Premises to Tenant, and Tenant hereby leases the Expansion   Premises from Landlord, effective on the date of this Amendment. From and   after the date hereof, the "Premises" shall consist of the Existing   Premises plus the Expansion Premises, containing 14,540 rentable square feet   of space in total. 3. Delivery Condition and Allowance. Landlord shall   deliver to Tenant, and Tenant shall accept, the Expansion Premises in vacant,   broom clean condition with all building systems in good condition, repair and   working order and otherwise in its "as is" condition on the date of   this Amendment. Landlord shall provide Tenant with an C:\Uscrs\mmccarthy\AppDii(a\Local\Microson   Windows INclCachc\ConloH Oullook\XR20N9G6\First Amendment 12.20.17   (clcan).docx 


    




 










allowance in   the amount of up to $145,400.00 to be used by Tenant toward the cost of the   design of the Expansion Premises and the cost of tenant improvements therein.   Such allowance shall be disbursed by Landlord to Tenant on a monthly progress   payment basis, as costs are incurred, based on contractor invoices, within   thirty (30) days after receipt of such invoices together with architect's   certificates for payment, lien waivers and such other items as Landlord shall   reasonably require. Landlord shall not be required to disburse any portion of   the allowance for any work performed or costs incurred later than one (1)   year after the date of this Amendment, or for which a requisition is not received   within thirteen (13) months after the date of this Amendment. Tenant shall   not be entitled to any cash payment, nor any credit against Rent that is due   under the Lease, in the event that the entire allowance is not utilized. 4. Extension   of Term. The Lease is hereby amended to provide that the "Expiration   Date" shall be April 30,2022. 5. Extension of Term. The Extension Option   provided for in Section 3.02 of the Lease shall apply to the Existing   Premises and the Expansion Premises. 6. Base Rent: Tenant's Share. (a) The   date that is the earlier of (i) one (1) month after the date on which Tenant   first commences business in the Expansion Premises, or (ii) April 1, 2018,   shall be referred to herein as the "Expansion Premises Rent Commencement   Date" (b) Tenant shall continue to pay Base Rent and Additional Rent   with respect to the Existing Premises in accordance with the terms of the   Lease through September 30, 2021. From and after October 1, 2021 through the   Expiration Date, Tenant shall pay Base Rent with respect to the Existing   Premises in accordance with the terms of the Lease in die amount of   $359,865.00 per year, payable in monthly installments of $29,988.75 (c) Commencing   on the Expansion Premises Rent Commencement Date, Tenant shall pay Base Rent with   respect to the Expansions Premises as follows in accordance with the terms of   the Lease in the amounts set forth below: (i) Expansion Premises Rent   Commencement Date through the last day of the 12lh full month after the   Expansion Premises Rent Commencement Date: $338,055.00 per year, payable in   monthly installments of $28,171.25. (ii) 13th through 24th full months after   the Expansion Premises Rent Commencement Date: $345,325.00 per year, payable   in monthly installments of $28,777.08. (iii) 25,h through 36,h full months   after the Expansion Premises Rent Commencement Date: $352,595.00 per year,   payable in monthly installments of $29,382.92. CAUscrs^mccarlhyUppDatoVtocalMvlicrosonWmdows'ilNelCachcVConlcnt   Oullook\XR20N9G6\Fiisl Amendment 12.20.17 (clean ).docx 


    




 










(iv) 37,h full   month after the Expansion Premises Rent Commencement Date through the   Expiration Date: $359,865.00 per year, payable in monthly installments   of$29,988.75. 7. Commencing on the Expansion Premises Rent Commencement Date,   (i) the "Base Year for Operating Costs" for the Expansion Premises   shall be the calendar year 2018 and the "Tax Base Year" for the   Expansion Premises shall be July 1, 2017 to June 30, 2018, and (ii) Tenant's   Share with respect to the Expansion Premises shall be 10.53%. 8. Electric   Services. With regard to Section 23.01 of the Lease, separate meters   currently exist in the Expansion Premises and Tenant shall pay for such   electrical usage and consumption within the Expansion Premises directly to   the utility provider. 9. Right of First Offer. The following language is   hereby added as a new paragraph in Article 34: "Provided that this Lease   is in full force and effect and Tenant is not in default hereunder, Tenant   shall have a one-time right of first offer on any space on the 4th floor of   the Building in accordance with this paragraph. Prior to leasing any space on   the 4th floor of the Building ("4,h Floor ROFO Space"), Landlord   shall notify Tenant in writing, which notice (a "4,h Floor ROFO   Notice") shall contain all of the material conditions under which   Landlord is prepared to lease the 4th Floor ROFO Space to Tenant. Tenant   shall have fifteen (15) Business Days from receipt of a 4,h Floor ROFO   Notice, time being of the essence, to advise Landlord, in writing, that it   has elected to lease such 4lh Floor ROFO Space. If Tenant so notifies   Landlord, then Landlord and Tenant shall enter into an amendment of this   Lease that incorporates the 4lh Floor ROFO Space in question into the   Premises, on the terms and conditions set forth in the 4,h Floor ROFO Notice.   If Tenant fails to timely exercise its right of first offer, then it shall   have no further rights under this paragraph as to that 4,h Floor ROFO Space.   If Tenant exercises on a timely basis but thereafter fails to execute and   deliver to Landlord die amendment to this Lease within fifteen (15) days   after receipt from Landlord, then at Landlord's option, Tenant's exercise   shall be void and Tenant shall thereupon have no further rights under this   paragraph with respect to that 4,h Floor ROFO Space." 10. Security   Deposit. Article 31 of the Lease is hereby amended as follows: (a) The amount   of the Security Deposit is hereby increased to $167,209.98. Tenant shall   deposit with Landlord $83,604.99 upon execution of this Amendment so that the   full amount of the Security Deposit is posted. (b) The last paragraph of   Article 31 is hereby amended to provide that if the decrease in the amount of   the Security Deposit contemplated therein occurs, the reduced amount of the Security   Deposit shall be $111,473.32. C Uscrs\mmccorthy\AppDala\Locn! Microsoft   Windows INctCache\Conlcnl Oullook\XR20N9G6\First Amendment 12.20.17   (clean).docx 


    




 










11. Binding   Effect. This Amendment shall bind and inure to the benefit of the parties   hereto and their respective heirs, executors, administrators, legal   representatives, successors and assigns. 12. Counterparts. This Amendment may   be executed in a number of identical counterparts, each of which for all   purposes shall be deemed to be an original, and all of which shall   collectively constitute but one agreement, fully binding upon, and   enforceable against the parties hereto. 13. Brokers. Landlord and Tenant   hereby represent and warrant to each other that neither has dealt with any   broker in connection with this Amendment other than Jones Lang LaSalle and T3   Advisors (whose commissions shall be paid by Landlord pursuant to a separate   agreement), and that insofar as Landlord and Tenant knows, no other broker   negotiated this Amendment or is entitled to any commission in connection   herewith. Each party agrees to indemnify and hold the other party and any   mortgagee holding an interest in the Building, and their respective agents   and employees harmless from any and all claims of any brokers claiming to   have dealt with the indemnifying party in connection with this Amendment. C:\Uscr5\mmccailhy\AppData\Local\M   icrosoft\Windows\INctCnchc\Conlcnt Oullook\XR20N9G6\First Amendment 12.20,17   (clcan).docx 


    




 










IN WITNESS   WHEREOF, the parties have set their hands as of the day and year first above   written. 201 South Street Owner LLC By: Its Carbon Black, Inc. Bv: VkjL PJL/ its   CV^o Please conform Signature as /s/


    




 






 



IN WITNESS   WHEREOF, the parties have set their hands as of the day and year first above   written. 201 South Street Owner LLC Carbon Black, Inc. By: _ Its C:   \Uscrslrgn_p I am bli\ppData\Local\M icrosonlWindows\Temporary i1llernct F i   Jes\Con tent.Outlook\S09C200 XIF i rst Amendment 12.20.17 (SG Signaturc).docx