SentinelOne (S) S-1IPO registration

deductibles charged to or paid by Landlord, (iv) wages, salaries and other labor costs, including taxes, insurance, retirement, medical and other employee benefits (provided that if any employee performs services in connection with the Building and other buildings, costs associated with such employee may be proportionately included in Expenses based on the percentage of time such employee spends in connection with the operation, maintenance and management of the Building), (v) fees, charges and other costs, including management fees, consulting fees, legal fees and accounting and audit fees, of all independent contractors engaged by Landlord or reasonably charged by Landlord if Landlord performs management services in connection with the Building not to exceed three percent (3%) of gross revenues, (vi) the cost of supplying, replacing and cleaning employee uniforms, the cost of Building engineer services, costs of upkeep and decoration of all common areas of the Building (vii) the fair market rental value of Landlord's and the property manager's offices in or serving the Building, (viii) the costs of normal repair and replacement of worn-out equipment, facilities and installations, (ix) the cost of any capital improvements made by Landlord to the Building or capital assets acquired by Landlord in order to comply with any local, state, or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement (collectively “Legal Requirements”), or to comply with any amendment or change to the enactment or interpretation of any Legal Requirement, (x) the cost of any capital improvements made to the Building for the protection of the health or safety of the occupants, in order to supply a continuous or reliable source of electricity, or as a labor saving device to effect other economies or efficiencies in the operation or maintenance of the Building, such costs under (ix) and (x) above to be amortized over such reasonable period as Landlord shall determine in accordance with its real estate management and accounting practices for the Building, consistently applied, together with interest on the unamortized balance at the rate of nine percent (9%) per annum or such higher rate as may have been paid by Landlord on funds borrowed for the purpose of constructing such capital improvements, (xi) costs imposed by any association of which the Building is a member, and (xii) any other expenses of any other kind whatsoever reasonably incurred in managing, operating, maintaining, and repairing the Building. Variable components of Expenses shall be adjusted to reflect one hundred percent (100%) occupancy of the Building during any period in which the Building is not one hundred percent (100%) occupied. In addition, if any particular work or service includable in Expenses is not furnished to a tenant who has undertaken to perform such work or service itself, Expenses shall be deemed to be increased by an amount equal to the additional Expenses which would have been incurred if Landlord had furnished such work or service to such tenant and conversely, Expenses shall exclude the cost of services or work incurred directly by Tenant (and not by reimbursement for Expenses). The parties agree that any statements to the effect that Landlord is to perform certain of its obligations hereunder at its own or sole cost or expense shall not be interpreted as excluding any cost from constituting an Expense or a component of Taxes if such cost is otherwise an Expense or component of axes. There shall be excluded from Expenses the following: (a) costs in connection with leasing space in the Building, including brokerage commissions, tenant improvements (except in connection with general maintenance and repairs provided to tenants of the Building in general), brochures and marketing supplies, and legal fees in negotiating and preparing lease documents or incurred in connection with disputes with Building tenants or prospective Building tenants; (b) except as specifically provided in (viii), (ix) and (x) above, any capital improvement costs; (c) costs in connection with services or other benefits that are provided to another tenant or occupant of the Building and that are not available to Tenant; (d) repairs or work paid from insurance, or condemnation or warranty proceeds, or other costs for which Landlord is reimbursed by a third party or a tenant of the Building (other than by means of an Expense reimbursement provision); (e) costs, penalties or fines arising from Landlord’s violation of Legal Requirements; (f) overhead and profit paid to Landlord or its affiliated subsidiaries or parent entities for goods and/or services in the Building, to the extent the same exceeds the costs which would be incurred for the same if provided by unaffiliated third parties on a competitive basis; (g) reserves of any kind; (h) principal payments, late charges, penalties, liquidated damages, bad-debt expenses, interest, amortization or other payments on mortgages, or ground lease payments, if any; (i) costs associated with the operation of the business of the partnership or entity which constitutes the Landlord, including costs of defending any lawsuits with any mortgagee, and the costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the Building; (j) any cost or expense related to removal, cleaning, abatement or remediation of Hazardous Materials in or about the Building, including, without limitation, hazardous substances in the ground water or soil, except to the extent such removal, cleaning, abatement or remediation is related to the general repair and maintenance of the Building; (k) the cost of complying

with any Legal Requirements in effect (and as interpreted and enforced) on the date of this Lease, provided that if any portion of the Building that was in compliance with all applicable Legal Requirements on the date of this Lease becomes out of compliance due to normal wear and tear, the cost of bringing such portion of the Building into compliance shall be included in Expenses unless otherwise excluded pursuant to the terms hereof; and (l) any costs recovered by Landlord to the extent such cost recovery allows Landlord to recover more than 100% of Expenses.

conservatorship (the "L-C FDIC Replacement Notice"), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Paragraph 5. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Paragraph 5, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shall be responsible for the payment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this paragraph or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord's prior written approval, in Landlord's sole and absolute discretion, and the attorney's fees incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.

terms as may be acceptable to Landlord in its sole discretion. However, if the L-C is not timely renewed, or if Tenant fails to maintain the L-C in the amount and in accordance with the terms set forth in this Paragraph 5, Landlord shall have the right to either (x) present the L-C to the Bank in accordance with the terms of this Paragraph 5, and the proceeds of the L-C may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease, or (y) pursue its remedy under this Lease. In the event Landlord elects to exercise its rights under the foregoing item (x), (I) any unused proceeds shall constitute the property of Landlord (and not Tenant’s property or, in the event of a receivership, conservatorship, or a bankruptcy filing by, or on behalf of, Tenant, property of such receivership, conservatorship or Tenant’s bankruptcy estate) and need not be segregated from Landlord’s other assets, and (II) Landlord agrees to pay to Tenant within thirty (30) days after the L-C Expiration Date the amount of any proceeds of the L-C received by Landlord and not applied against any Rent payable by Tenant under this Lease that was not paid when due or used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease; provided, however, that if prior to the L-C Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused L-C proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Lease, including, without limitation, those specifically identified in Section 1951.2 of the California Civil Code.

charges by the Landlord shall in no event constitute a waiver of Tenant's default with respect to any such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder.

the ceiling of the Premises. Although Cosmetic Alterations do not require Landlord’s prior written consent, Cosmetic Alterations are otherwise subject to the terms of this Paragraph 7.

$1,000,000 Bodily Injury Each Accident; $1,000,000 Bodily Injury By Disease - Each Person; and $1,000,000 Bodily Injury By Disease - Policy Limit.

may pay the necessary premiums therefor and the repayment thereof, plus an administrative surcharge of five percent (5%), shall be deemed to be a part of the Rent due hereunder, payable as such on the next date upon which Base Monthly Rental becomes due.

utility company pursuant to the utility company's separate meters (or to Landlord in the event Landlord provides submeters instead of the utility company's meters), the cost of all electricity, gas, water and sewer services provided to and/or consumed in the Premises (including normal and excess consumption and including the cost of electricity to operate the HVAC air handlers), which electricity, gas, water and sewer services shall be separately metered (as described above) or otherwise equitably allocated and directly charged by Landlord to Tenant and other tenants of the Building. If Landlord makes such election, Tenant shall pay such cost (including the cost of such meters or submeters) within thirty (30) days after demand (including reasonable backup documentation) and as Additional Rent under this Lease (and not as part of the Expenses).

additional actual third-party expense incurred by Landlord in providing such excess current and/or keeping account of the excess electric current or water so consumed.

which were not constructed by or on behalf of Tenant or any other tenant or occupant of the Building. The costs and expenses of the foregoing may be included in Expenses, subject to any limitations in Paragraph 4.

Building or demolish or erect other buildings on the real property adjacent thereto. Except as otherwise set forth herein, Tenant will not in such event be entitled to any direct or consequential damages for any damage or inconvenience occasioned thereby, provided Landlord will use its reasonable efforts to accomplish such work in such a manner as to minimize any inconvenience to Tenant and otherwise comply with its obligations under this Section 18. Notwithstanding the foregoing, except (a) to the extent requested by Tenant, (b) in connection with scheduled maintenance programs, and/or (c) in the event of an emergency, Landlord shall provide to Tenant reasonable prior notice (either written (including by electronic mail) or oral notice, provided if oral notice is given Landlord will endeavor to provide an acknowledgement by email) before Landlord enters the Premises to perform any repairs therein. Notwithstanding anything herein to the contrary, Tenant may designate in writing certain areas of the Premises as “Secured Areas” should Tenant require such areas for the purpose of securing confidential information or valuable property. The Secured Areas shall include Tenant’s telecom/server room.

Landlord shall have the following remedies if Tenant breaches or defaults on this Lease. These remedies are not exclusive but are in addition to any rights and remedies now or later allowed by law or in equity.

Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%). The worth at the time of the award referred to in Subparagraphs (1) and (2) of Subdivision (a) of Section 1951.2 of the California Civil Code shall be computed by allowing interest at the maximum rate permitted by law. Prior to such award, Landlord may relet the Premises for the purpose of mitigating damages suffered by Landlord because of Tenant's failure to perform its obligations hereunder.

Landlord to file this paragraph and/or lease, as required, with the clerk or judge of any court of competent jurisdiction as a written consent to waiver of jury trial.

(collectively “Transfer”) except for “Permitted Transfers” defined below, without first receiving the written consent of Landlord, which, except as hereinafter provided, may be withheld in Landlord’s sole and absolute discretion. If Tenant is a corporation (other than a corporation the stock of which is publicly traded) a Transfer shall include any direct or indirect change in the legal or beneficial ownership or control of the shares of stock, either in one (1) transaction or a series of transactions, which constitute control of Tenant. Notwithstanding the foregoing, any bona fide sale or transfer of the capital stock of Tenant in an aggregate amount not to exceed seventy-five percent (75%) of the direct or indirect ownership of all of the voting stock of Tenant if Tenant is a corporation over no more than three separate and unrelated financing transactions shall be deemed a Permitted Transfer for purposes of this Lease only if all of the following conditions precedent are satisfied to Landlord’s satisfaction (i) such sale or transfer occurs solely in connection with any bona fide financing, capitalization or recapitalization for the benefit of Tenant, and (ii) Tenant provides to Landlord ten (10) days’ prior written notice of such sale or transfer, and (iii) following such transfer, Tenant’s tangible net worth remains at least equal to Tenant’s tangible Net Worth (as defined below) as of the date of this Lease as reasonably determined by Landlord. If Tenant is a partnership, whether general or limited, or a limited liability company, a Transfer shall include any direct or indirect change in the legal or beneficial ownership or control of the partnership interests or, as the case may be, any change in the membership or control of said limited liability company, either in one (1) transaction or a series of transactions, which constitute control of Tenant. The term "control" as used herein means either 50% or more of the ownership interest in Tenant or the power, directly or indirectly, to direct or cause the direction of the management or policies of Tenant. Any Transfer, including but not limited to a transfer by operation of law, without Landlord's prior written consent shall be void and shall, at the option of Landlord, constitute a default under this Lease. A consent to one Transfer shall not be deemed to be a consent to any other or further Transfer.

subtenant or assignee is either a governmental or quasi-governmental agency or instrumentality thereof, or (iv) Landlord or Landlord’s agent has shown space in the Building to the proposed assignee or subtenant or its agent or has responded to any inquiries from the proposed assignee or subtenant or its agent concerning availability of space in the Building, at any time within the preceding nine (9) months, or (v) the proposed subtenant or assignee is a tenant in the Building (provided that Landlord will not withhold its consent solely because the proposed subtenant or assignee is an occupant of the Building if Landlord does not have space available for lease in the Building that is comparable to the space Tenant desires to sublet or assign within six (6) months of the proposed commencement of the proposed sublease or assignment). In no event may Tenant advertise the Premises for sublease at a Rent that is less than seventy-five percent (75%) of Rent Landlord is then charging for comparable space in the Building.

occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for any compensation or profit related to such lease or occupancy agreement.

proposed Transfer, Tenant’s remedy shall be an action for injunctive relief, and in no event shall Tenant have the right to terminate this Lease nor shall Landlord be liable for damages suffered by Tenant in the event it is determined that Landlord acted unreasonably in withholding its consent. Accordingly, Tenant specifically waives any claim for damages or right to terminate the Lease pursuant to California Civil Code Section 1995.310 or otherwise.

rentable area of the portion of the Premises so damaged and is unusable bears to the total rentable area of the Premises.

or if a picket line is established, conducted or carried out against Tenant or its employees, or any of them in front of the Building, then Tenant, on Landlord's request, shall (if such disturbance has not ceased within two (2) business days) forthwith cease operations in and upon the Premises and remain closed until the disturbance has ended.

during the Term unless (i) Tenant is in default beyond any applicable notice and cure period, (ii) Landlord reasonably believes that there has been an adverse change in Tenant’s financial position since the last financial statement provided to Landlord, or (iii) requested (a) in connection with a proposed financing, sale or transfer of the Building by Landlord, or (b) by an investor of Landlord, any Landlord Party or any lender or proposed lender of Landlord or any Landlord Party. Tenant hereby covenants and warrants to Landlord that all financial information and other descriptive information regarding Tenant's business, which has been or shall be furnished to Landlord, is and shall be accurate and complete at the time of delivery to Landlord. At Tenant’s request, Landlord shall enter into a confidentiality agreement with Tenant, which agreement is reasonably acceptable to Landlord and covers confidential financial information provided by Tenant to Landlord.

including a proportionate share of any common areas. Tenant hereby accepts and agrees to be bound by the figures for the rentable square footage of the Premises and Tenant’s Share shown on the Basic Lease Information; however, Landlord may adjust either or both figures if there is manifest error, addition or subtraction to the Building or any project or complex of which the Building is a part, remeasurement or other circumstance reasonably justifying adjustment. Notwithstanding the foregoing, except in the case of any expansion of the square footage of the Premises, in no event shall any such adjustment in the square footage of the Building increase Base Monthly Rental or Tenant’s Share during the initial Term of the Lease. The term “Building” refers to the structure in which the Premises are located and the common areas (parking lots, sidewalks, landscaping, etc.) appurtenant thereto. If the Building is or becomes part of a larger complex of structures, the term “Building” may include the entire complex, where appropriate (such as shared Expenses or Taxes) and subject to Landlord’s reasonable discretion.

however, Landlord may withhold its consent if such installation may or will interfere with the Building’s operations or the Building Systems.

enter into a new lease, for the Offer Space. Tenant may lease such Offer Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within seven (7) days after the date of the Advice, failing which Landlord may lease the subject Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to such subject Offer Space. Notwithstanding the foregoing, Tenant shall once again have an Offer Right with respect to the subject Offer Space if, within six (6) months following the date of the Advice, Landlord proposes to lease the subject Offer Space to any potential unrelated third party tenant on terms that are substantially different than those set forth in Landlord’s Advice. For purposes hereof, the terms offered to a potential tenant shall be deemed to be substantially the same as those set forth in Landlord’s Advice as long as there is no more than a fifteen percent (15%) reduction in the "bottom line" cost per rentable square foot of the subject Offer Space to the potential tenant when compared with the "bottom line" cost per rentable square foot under Landlord’s Advise, considering all of the economic terms of the both deals, respectively, including, without limitation, the net rent, any tax or expense escalation or other financial escalation and any financial concessions, including, without limitation, improvement allowances and abated rent. If Tenant exercises its Offer Right for the Offer Space in accordance with the terms and conditions of this Paragraph 34.H, effective as of the date Landlord delivers the subject Offer Space, such Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord's notice and as follows:

and (d) the date Landlord would have provided Tenant an Advice with respect to such Offer Space if Tenant had not been in violation of one or more of the conditions set forth in Paragraph 34.H(2) above. In addition, if Landlord provides Tenant with an Advice for any Offer Space that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or otherwise) with respect to any other portion of the Offer Space (such other portion of the Offer Space subject to such expansion rights is referred to herein as the “Encumbered Offer Space”) and Tenant does not exercise its Offer Right to lease such Offer Space, Tenant’s Offer Right with respect to the Encumbered Offer Space shall be subject and subordinate to all such expansion rights contained in the Advice.

1.    Tenant shall not obstruct or permit its agents, clerks or servants to obstruct, in any way, the sidewalks, entry passages, corridors, halls, stairways or elevators of the Building or use the same in any other way than as a means of passage to and from the offices of Tenant; bring in, store, test or use any materials in the Building which could cause a fire or an explosion or produce any fumes or vapor other than materials customarily found in office settings provided such materials are used in the manner for which they were intended; make or permit any improper noises in the Building which interfere with other tenants in the Building; smoke in the elevators; throw substances of any kind out of the windows or doors, or down the passages of the Building, or in the hallways or passageways; sit on or place anything upon the window sills; or clean the outside of the windows.

2.    Waterclosets and urinals shall not be used for any purpose other than those for which they were constructed; and no sweepings, rubbish, ashes, newspaper or any other substances of any kind shall be thrown into them. Waste and excessive or unusual use of electricity or water is prohibited.

3.    The windows, doors, partitions and lights that reflect or admit light into the halls or other places of the Building (outside of the Premises) shall not be obstructed. NO SIGNS, ADVERTISEMENTS OR NOTICES SHALL BE INSCRIBED, PAINTED, AFFIXED OR DISPLAYED, IN, ON, UPON OR BEHIND ANY WINDOWS THAT ARE VISIBLE FROM THE EXTERIOR OF THE PREMISES, except as may be required by Law or agreed upon by the parties; and no sign, advertisement or public notice shall be inscribed, painted or affixed on any doors, partitions or other part of the Building, without the prior written consent of Landlord. If such consent be given by Landlord, any such sign, advertisement or notice shall be inscribed, painted or affixed by Landlord, or a company approved by Landlord, but the actual out-of-pocket cost of the same shall be charged to and be paid by Tenant, and Tenant agrees to pay the same within thirty (30) days following written demand therefor from Landlord accompanied by reasonable documentation of such costs.

4.    No contract of any kind with any supplier of towels, water, etc., toilet articles, waxing, rug shampooing, venetian blind washing, furniture polishing, lamp servicing, cleaning of electrical fixtures, removal of waste paper, rubbish or garbage, or other like service shall be entered into by Tenant, nor shall any vending machine of any kind be installed in the Building, or on the Office Complex, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed.

5.    When electric wiring of any kind is introduced, it must be connected as reasonably directed by Landlord, and no stringing or cutting of wires will be allowed, except with the prior written consent of Landlord, and shall be done only by contractors approved by Landlord. The number and location of telephones, electric appliances, call boxes, etc., shall be approved by Landlord. Tenant shall not lay linoleum or other similar floor covering so that the same shall be in direct contact with the floor of the Premises, and if linoleum or other similar floor covering is desired to be used, an interlining of builder's deadening felt shall be first affixed to the floor by a paste or other material, the use of cement or other similar adhesive material being expressly prohibited. Any consent and/or approval required from Landlord pursuant to this Paragraph 5 shall not be unreasonably withheld, conditioned or delayed.

6.    Landlord shall have the right to reasonably prescribe the weight, size and position of all safes and other bulky or heavy equipment and all freight brought into the Building by Tenant; and also the times of moving the same in and out of the Building; and all such moving must be done under the supervision of Landlord. Landlord will not be responsible for loss of or damage to any such equipment or freight from any cause; but all damage done to the Building by moving or maintaining any such equipment or freight shall be repaired at the expense of Tenant. All safes shall stand on a base of such size as shall be reasonably designated by Landlord. Landlord reserves the right to inspect all freight to be brought into the Building and to exclude from the Building all freight which violates any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part.

7.    No machinery of any kind or articles of unusual weight or size will be allowed in the Building without the prior written consent of Landlord, which consent shall not be unreasonably withheld,

conditioned or delayed. Business machines and mechanical equipment shall be placed and maintained by Tenant, at Tenant's expense, in settings sufficient, in Landlord's reasonable judgement, to absorb and prevent vibration, noise and annoyance.

8.    No additional lock or locks shall be placed by Tenant on any door in the Building, without prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord acknowledges that Tenant will be required to secure its telecom/server room. Two keys to the Premises per employee of Tenant will be furnished to Tenant by Landlord at no charge; any additional keys requested by Tenant shall be paid for by Tenant at Landlord’s then standard charge, which is currently $6.00 per key. Tenant, its agents and employees, shall not have any duplicate key made and shall not change any locks. All keys to doors and washrooms shall be returned to Landlord at the termination of the tenancy, and, in the event of loss of any keys furnished, Tenant shall pay Landlord the actual cost thereof. Access cards for after hours entrance will be issued by Landlord based on Tenant's initial employee list (but not to exceed 50 initial cards). Additional cards after occupancy will be paid for by Tenant at Landlord’s then standard charge, which is currently $22.00 per card. Replacement cards for lost cards will be charged to Tenant at Landlord’s then standard charge, which is currently $22.00 per card. All access cards shall be returned to Landlord at the termination of the tenancy, and in the event of loss of any access cards furnished, Tenant shall pay Landlord the actual cost thereof.

9.    Tenant shall not employ any person or persons other than Landlord's janitors for the purpose of cleaning the Premises, without prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord shall not be responsible to Tenant for any loss of property from the Premises however occurring, or for any damage done to the effects of Tenant by such janitors or any of its employees, or by any other person or any other cause. The janitor's service furnished by Landlord does not include the beating or cleaning of carpets or rugs.

10.    With the exception of “service” or “assistive” animals (as defined by the Americans With Disabilities Act, the Fair Employment and Housing Act or other applicable law) (“Service Animals”), no animals, reptiles or birds are permitted in the Building or a tenant’s premises at any time. Service Animals brought into the Building or a tenant’s premises must (i) be dogs who are recognized as Service Animals under Title III of The Americans With Disabilities Act, the Fair Employment and Housing Act or other applicable law, (ii) be individually trained to do work, perform tasks or provide for a person with a recognized disability, and (iii) be registered with the Property Management Office prior to bringing any such dog into the Building. Dogs or other animals, birds or reptiles whose sole function is to provide comfort or emotional support do not qualify as Service Animals under the ADA and are not allowed, except as otherwise required by applicable law. The following terms and conditions shall apply to Service Animals (to the extent enforceable by applicable law):

11.    No bicycles or vehicles of any kind shall be brought into or kept in or about the Premises. A bicycle parking facility is located in the Building Garage. Said facility is available for use by Landlord and its agents and their employees and tenants only on a first come-first served basis and all uses thereof shall be in accordance with applicable Building Rules and Regulations.

12.    The requirements of Tenant will be attended to only upon application at the office of the Building. Employees of Landlord shall not perform any work for Tenant or do anything outside of their regular duties, unless under special instructions from the office of Landlord. Landlord agrees to keep Tenant advised at all times of how to contact the Building Manager.

13.    The Premises shall not be used for lodging or sleeping purposes, and cooking therein is prohibited. Vending machines for coffee and rolls are permitted, as are microwaves, refrigerators and other kitchen appliances for use by Tenant's employees. If additional electric wiring is needed to accommodate said equipment, the actual out-of-pocket cost thereof will be borne by Tenant.

14.    Tenant shall not conduct, or permit any other person to conduct any auction upon the Premises, manufacture or store goods, wares or merchandise upon the Premises, without the prior written approval of Landlord, except the storage of usual supplies and inventory to be used by Tenant in the conduct of its business; permit the Premises to be used for gambling; or permit to be played any musical instrument in the Premises; permit to be played any radio, television, recorded or wired music in such a loud manner as to disturb or annoy other tenants; or permit any unusual odors to be produced upon the Premises. Tenant shall not occupy or permit any portion of the Premises leased to Tenant to be occupied as an office for a public stenographer or typist, or for the possession, storage, manufacture, or sale of intoxicating beverages, narcotics, tobacco in any form, or as a barber or manicure shop. Tenant shall use good faith efforts to comply with Landlord's policy of making the Building a smoke-free environment. Smoking is prohibited except where designated on the outside of the Building.

15.    Outside of Business Hours, the Building is closed, and any access to the Building by Tenant during such period shall be subject to and in accordance with the terms and conditions of the Lease. Outside of Business Hours, Landlord reserves the right to exclude from the Building all persons who do not present an access card to the Building issued by Landlord to Building tenants. Tenant shall be responsible for all persons to whom Tenant issues such access cards and shall be liable to Landlord for all acts of such persons.

16.    No awnings or other projections shall be attached to the outside walls of the Building. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door visible from the exterior of the Premises, without the prior written consent of Landlord. Such curtains, blinds and shades must be of quality, type, design and color and attached in a manner reasonably approved by Landlord.

17.    Canvassing, soliciting and peddling in the Building are prohibited, and Tenant shall cooperate to prevent the same.

18.    There shall not be used in the Premises or in the Building, either by Tenant or by others in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards, and no hand trucks will be allowed in passenger elevators.

19.    Tenant, before closing and leaving the Premises, shall ensure that all exterior windows are closed and all entrance doors locked.

20.    Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord's opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

21.    Tenant, its employees, agents, representatives, invitees and business visitors shall comply promptly and courteously with the reasonable directions of any Building security personnel hired by Landlord, including but not limited to the rights of such security personnel to inspect articles to be taken from the Building (other than those to be taken out in the usual course of business of Tenant).

22.    Landlord shall not be responsible to Tenant for the non-observance or violation of any of these Rules and Regulations by any other tenants.

23.    Tenant and its employees shall park their cars only in those portions of the parking area reasonably designated by Landlord and shall not park in visitor parking or in areas reserved for use by other tenants. Landlord reserves the right to have vehicles towed at expense of the vehicle owner if the vehicle is in violation of parking rules.

24.    [Intentionally Omitted]

25.    Tenant shall not store or permit the storage or placement of food, goods, merchandise, pallets, drums, personal property or other materials or equipment of any sort outside of the Premises or in or around the Building or common areas.

26.    In the event Tenant generates trash in excess of that typically generated from an office tenant in a Premises of this size, as determined by Landlord in its reasonable discretion, Landlord will have the right to charge, as Additional Rent, the actual out-of-pocket expenses incurred by Landlord which are attributable to the removal of such excess trash. Landlord also reserves the right to charge Tenant, as Additional Rent, for any waste contamination fees and/or additional cost Landlord incurs as a result of Tenant's failure to comply with applicable laws.

27.    Landlord reserves the right to expand, modify or otherwise change or amend these Rules and Regulations from time to time with or without notice to Tenant, and such changed rules and regulations shall be complied with by all tenants in the Building; provided that Landlord provide Tenant with reasonable advance notice thereof and that any such change (i) shall not require Tenant to pay Additional Rent, (ii) shall not materially adversely affect Tenant’s rights and obligations under the Lease, and (iii) shall be applied equitably to all tenants of the Building. Each tenant may obtain a copy of the most current Rules and Regulations at the Building Office.

28.    In the event the Building contains showers and/or lockers for tenants’ use, Tenant and its employees shall have the non-exclusive right, in common with Landlord and other tenants of the Building, to access and use the same. Tenant acknowledges that Landlord shall have the right, at Landlord’s sole but good faith discretion, to expand, contract, remove, relocate or otherwise modify any such amenities, and no such expansion, contraction, relocation or modification shall entitle Tenant to an abatement or reduction in Rent, or constitute a constructive eviction, or result in a default by Landlord under the Lease. Tenant acknowledges and agrees that Tenant’s and any of Tenant’s employees’ use of such Building

amenities is voluntary and shall be undertaken at the sole risk of Tenant and its employees, and that neither Landlord nor any of the Landlord Parties shall be liable for any claims, demands, injuries, damages, actions or causes of action whatsoever arising out of or connected with the use of such Building amenities by Tenant and/or any of its employees.

29.    Tenant shall comply with minimum LEED or WELL (and/or any other certification from any other applicable certification agency in connection with Landlord’s sustainability practices for the Building, including for water use reduction, non-CFC refrigerants, low mercury lighting and PBT source reduction and The International WELL Building Institute practices.

30.    Tenant shall comply and cooperate with any conservation, recycling, waste reduction or other similar programs implemented from time to time at the Building.

by, Landlord and Landlord's consultants in connection with the preparation and review of the Construction Drawings (as defined below);

are consistent with and a logical extension of the Space Plan. The Construction Drawings shall expressly designate what is Building standard and what is above Building standard to enable the parties to easily value engineer the Tenant Improvements. So long as the Construction Drawings provided to Landlord are complete, Landlord shall approve or make comments to the Construction Drawings within seven (7) days following Landlord’s receipt thereof. If Landlord objects to the Construction Drawings or provides comments thereto, Tenant shall cause Architect to revise the Construction Drawings and deliver the revised Construction Drawings to Landlord within three (3) business days. Tenant shall be responsible for one day of Tenant Delay for each day following such three (3) business day period until Tenant delivers to Landlord the revised Construction Drawings. Landlord's review and approval of the Construction Drawings as set forth in this Section 3 shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed and approved by Landlord or its space planner, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in any Construction Drawings, and Tenant's waiver and indemnity set forth in the Lease shall specifically apply to any Construction Drawings.

disapproving such revision, and, if Landlord approves such revision, Tenant shall have such revision made within three (3) business days of Landlord’s approval. Landlord shall notify Tenant of any resulting change in the most recent Cost Proposal, if any, caused by such revisions, whereupon Tenant, within two (2) business days, shall notify Landlord whether it desires to proceed with such revision. If Landlord has commenced performance of the Tenant Improvements, then, in the absence of such authorization, Landlord shall have the option to continue such performance disregarding such revision.

Notwithstanding the foregoing, in no event shall Landlord be liable for any costs in excess of the Allowance and any delays arising in connection with value-engineering the Tenant Improvements shall constitute a Tenant Delay. The date by which Tenant must approve and deliver the Cost Proposal to Landlord shall be known hereafter as the “Cost Proposal Delivery Date”.

to the foregoing, Landlord, at its expense (except to the extent properly included in Expenses) and not as part of the Allowance, shall be responsible for any upgrades or modifications to the path of travel to the Premises, to the extent such upgrades or modifications are required by Title III of the Americans with Disabilities Act and/or similar handicapped access provisions of applicable building codes in effect and as applied as of the date of this Lease, to the extent such upgrades or modifications are required in order to obtain a building permit for the Tenant Improvements (provided that the Tenant Improvements are typical standard office improvements). In either event, Landlord shall have the right to contest any alleged violation of Legal Requirements in good faith, including, without limitation, the right to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by law and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by law. Landlord, after the exhaustion of any and all rights to appeal or contest, will make all repairs, additions, alterations or improvements necessary to comply with the terms of any final order or judgment, provided that if Landlord elects not to contest any alleged violation, Landlord will promptly make all necessary repairs, additions, alterations or improvements. Notwithstanding the foregoing, Tenant, not Landlord, shall be responsible for the correction of any violations that arise out of or in connection with any claims brought under any provision of the Americans With Disabilities Act other than Title III thereof, the specific nature of Tenant's business in the Premises (other than general office use), the acts or omissions of Tenant or its employees, agents, independent contractors and/or invitees, Tenant’s arrangement of any furniture, equipment or other property in the Premises, any repairs, alterations, additions or improvements performed by or on behalf of Tenant (other than the Tenant Improvements) and any design or configuration of the Premises specifically requested by Tenant after being informed that such design or configuration may not be in strict compliance with Legal Requirements.

In 1988, California enacted legislation (specifically, Chapter 10.4 of the Health and Safety Code, Section 25915 et seq.) requiring landlords and tenants of commercial buildings constructed prior to 1979 to notify certain people, including each other and their respective employees working within such building, of any knowledge they may have regarding any asbestos containing materials or asbestos-containing construction materials (collectively, “ACM”) in the building.

On July 13, 1995, Title 29, Code of Federal Regulations, Section 1910.1001 and 1910.1101 defined Presumed Asbestos Containing Material (“PACM”) as thermal system insulation and surfacing material found in buildings constructed no later than 1980. Although not considered PACM, asphalt and vinyl flooring installed in buildings constructed no later than 1980 must also be considered asbestos containing. Both PACM and asphalt and vinyl flooring can be shown not to contain asbestos through comprehensive sampling. The federal standard requires the building and/or facility owner to notify contractors and tenants of the present of ACM/PACM. On May 3, 1996, Cal/OSHA adopted the same notification requirements for PACM in Title 8 CCR 5208 and 1529.

This notification is being given to provide the information required under this Legislation in order to help you avoid any unintentional contact with the ACM/PACM, to assure that appropriate precautionary measures are taken before disturbing any ACM/PACM, and to assist you in making appropriate disclosures to your employees and others.

We have engaged qualified asbestos consultants to review previous asbestos surveys, air clearance reports, and conduct a limited inspection of the Building for asbestos. We have no reason to believe, based upon the environmental consultant’s document review and limited asbestos inspection that the ACM/PACM in the Building is currently in a condition to release asbestos fibers which would pose a significant health hazard to the Building’s occupants. This should remain so if such ACM/PACM is properly handled and remains undisturbed. You should take into consideration that our knowledge as to the absence of health risks is based solely upon general information and the information contained in the previous asbestos surveys, and that we have no special knowledge concerning potential health risks resulting from exposure to asbestos in the Building. We are therefore required by the above-mentioned legislations to encourage you to contact local or state public agencies if you wish to obtain a better understanding of the potential impacts resulting from exposure to asbestos.

Because any tenant alternations or other work at the Building could disturb ACM/PACM and possibly release asbestos fibers into the air, we must require that you obtain our written approval prior to beginning such projects. This includes major alterations, but might also include such activities as drilling or boring holes, installing electrical telecommunications or computer lines, sanding floors, removing ceiling tiles or other work which disturbs ACM/PACM. In many cases, such activities will not affect ACM/PACM, but you must check with the property manager in advance, just in case. You should check with the property manager at the address set forth on Schedule A. The property manager will make available such instruction as may be required.

Any such work should not be attempted by an individual or contractor who is not qualified to handle ACM/PACM. In the areas specified in attached Schedule A, you should avoid touching or disturbing the ACM/PACM in any way. If you observe any activity which has the potential to disturb the ACM/PACM, please report the same to the property manager immediately.

In connection with the foregoing, we have adopted the following policies (which shall be considered rules under tenant leases): (1) the owner, and representatives of the owner, including, without limitation, the owner’s ACM/PACM consultant, are entitled to enter into the premises of any tenant to inspect for ACM/PACM, perform air tests and abatement; and (2) any tenant, contractor, or other party must obtain our prior written approval before performing any alterations on any tenant space, or performing any other work at the property that might disturb ACM/PACM or involve exposure to asbestos fibers as described above.

California law also requires persons in the course of doing business whose activities may result in exposure to asbestos and other substances regulated under the Safe Drinking Water and Toxic Enforcement Act of 1986, commonly referred to as Proposition 65, to provide a clear and reasonable warning. Accordingly, you are advised as follows:

WARNING: The areas within the Building that are described in Schedule A below contain a substance known to the State of California to cause cancer.

reasonable period of time in which to cure the default. Lender shall have no obligation to cure (and shall have no liability or obligation for not curing) any breach or default by Landlord, except to the extent that Lender agrees otherwise in writing.

On this ______ day of _________ 20       , before me, the undersigned Notary Public, personally appeared _______________________, proved to me through satisfactory evidence of identification, which was/were __________________________, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose(s) as a/an _____________________ for     .

On this        day of      , 20     , before me, the undersigned Notary Public, personally appeared       , proved to me through satisfactory evidence of identification, which was/were personal knowledge, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose(s) as a/an Assistant Vice President for John Hancock Life Insurance Company (U.S.A.).

On this ______ day of __________ 20      , before me, the undersigned Notary Public, personally appeared _________________________, proved to me through satisfactory evidence of identification, which was/were __________________________, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose(s) as a/an ______________________ for      .