BOX INC (Form: 10-Q, Received: 12/08/2016 16:09:23)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2016

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-36805

Box, Inc.

(Exact name of registrant as specified in its charter)

Delaware

20-2714444

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

900 Jefferson Ave.

Redwood City, California 94063

(Address of principal executive offices and Zip Code)

(877) 729-4269

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

As of November 30, 2016, the number of shares of the registrant’s Class A common stock outstanding was 62,728,247 and the number of shares of the registrant’s Class B common stock outstanding was 66,922,763.

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION	Page
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of October 31, 2016 and January 31, 2016	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2016 and 2015	5
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended October 31, 2016 and 2015	6
	Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended October 31, 2016 and 2015	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 6.	Exhibits	57
	Signatures	58

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•

our ability to maintain an adequate rate of revenue and billings growth and our expectations regarding such growth;

•

our business plan and our ability to effectively manage our growth;

•

our ability to achieve profitability and positive cash flow;

•

our ability to achieve our long-term margin objectives;

•

costs associated with defending intellectual property infringement and other claims;

•

our ability to attract and retain end-customers;

•

our ability to further penetrate our existing customer base;

•

our ability to displace existing products in established markets;

•

our ability to expand our leadership position as an enterprise content platform;

•

our ability to timely and effectively scale and adapt our existing technology;

•

our ability to innovate new products and bring them to market in a timely manner;

•

our plans to further invest in our business, including investment in research and development, sales and marketing, our datacenter infrastructure and our professional services organization, and our ability to effectively manage such investments;

•

our ability to expand internationally;

•

the effects of increased competition in our market and our ability to compete effectively;

•

the effects of seasonal trends on our operating results;

•

our expectations concerning relationships with third parties;

•

our ability to attract and retain qualified employees and key personnel;

•

our ability to realize the anticipated benefits of our partnerships with third parties;

•

our ability to maintain, protect and enhance our brand and intellectual property; and

•

future acquisitions of or investments in complementary companies, products, services or technologies and our ability to successfully integrate such companies or assets.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations, except as required by law.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the SEC as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.

PART I — FINANC IAL INFORMATION

Item 1. Financial Statements

BOX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	October 31,			January 31,
	2016			2016
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	167,800		$	185,741
Marketable securities		—			7,379
Accounts receivable, net of allowance of $3,214 and $3,678		85,995			99,542
Prepaid expenses and other current assets		12,770			14,729
Deferred commissions		10,599			12,603
Total current assets		277,164			319,994
Property and equipment, net		113,379			120,492
Intangible assets, net		975			3,895
Goodwill		16,293			14,301
Restricted cash		27,134			27,952
Other long-term assets		8,427			10,854
Total assets	$	443,372		$	497,488
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,926		$	9,862
Accrued compensation and benefits		19,172			35,631
Accrued expenses and other current liabilities		20,425			31,926
Capital lease obligations		10,769			4,698
Deferred revenue		179,456			168,051
Deferred rent		410			298
Total current liabilities		240,158			250,466
Debt, non-current		40,000			40,000
Capital lease obligations, non-current		14,707			7,316
Deferred revenue, non-current		13,142			18,362
Deferred rent, non-current		44,640			41,674
Other long-term liabilities		1,851			1,769
Total liabilities		354,498			359,587
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock, par value $0.0001 per share; 100,000 shares authorized, no shares issued and outstanding as of October 31, 2016 (unaudited) and January 31, 2016, respectively		—			—
Class A common stock, par value $0.0001 per share; 1,000,000 shares authorized, 62,627 shares issued and outstanding as of October 31, 2016; 1,000,000 shares authorized, 42,266 shares issued and outstanding as of January 31, 2016		6			4
Class B common stock, par value $0.0001 per share; 200,000 shares authorized, 66,937 shares issued and outstanding as of October 31, 2016; 200,000 shares authorized, 81,855 shares issued and outstanding as of January 31, 2016;		7			8
Additional paid-in capital		937,317			871,491
Treasury stock		(1,177	)		(1,177	)
Accumulated other comprehensive loss		(28	)		(84	)
Accumulated deficit		(847,251	)		(732,341	)
Total stockholders’ equity		88,874			137,901
Total liabilities and stockholders’ equity	$	443,372		$	497,488

See notes to condensed consolidated financial statements.

BOX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)

	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2016			2015			2016			2015
Revenue	$	102,811		$	78,651		$	288,679		$	217,722
Cost of revenue		27,115			23,630			82,576			61,419
Gross profit		75,696			55,021			206,103			156,303
Operating expenses:
Research and development		29,652			26,324			84,824			75,911
Sales and marketing		66,796			63,972			186,454			178,927
General and administrative		16,999			19,757			49,087			52,904
Total operating expenses		113,447			110,053			320,365			307,742
Loss from operations		(37,751	)		(55,032	)		(114,262	)		(151,439	)
Interest expense, net		(222	)		(30	)		(587	)		(773	)
Other (expense) income, net		(22	)		165			609			57
Loss before provision for income taxes		(37,995	)		(54,897	)		(114,240	)		(152,155	)
Provision for income taxes		238			220			670			420
Net loss	$	(38,233	)	$	(55,117	)	$	(114,910	)	$	(152,575	)
Net loss per common share, basic and diluted	$	(0.30	)	$	(0.45	)	$	(0.91	)	$	(1.27	)
Weighted-average shares used to compute net loss per share, basic and diluted		128,275			121,796			126,712			120,537

See notes to condensed consolidated financial statements.

BOX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(unaudited)

	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2016			2015			2016			2015
Net loss	$	(38,233	)	$	(55,117	)	$	(114,910	)	$	(152,575	)
Other comprehensive (loss) income*:
Changes in foreign currency translation adjustment		(12	)		13			53			(15	)
Net change in unrealized gain (loss) on available-for-sale investments		—			4			3			(3	)
Other comprehensive (loss) income*:		(12	)		17			56			(18	)
Comprehensive loss	$	(38,245	)	$	(55,100	)	$	(114,854	)	$	(152,593	)

*	Tax effect was not material

See notes to condensed consolidated financial statements.

BOX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2016			2015			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(38,233	)	$	(55,117	)	$	(114,910	)	$	(152,575	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		8,710			9,936			31,515			28,967
Stock-based compensation expense		19,917			15,404			55,070			42,847
Amortization of deferred commissions		4,251			3,974			13,627			11,502
Other		13			457			96			557
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		(10,825	)		(10,321	)		13,547			(10,194	)
Deferred commissions		(3,667	)		(3,729	)		(10,073	)		(11,896	)
Prepaid expenses and other assets, current and noncurrent		1,670			1,565			4,107			(25,547	)
Accounts payable		2,353			(6,989	)		2,069			1,879
Accrued expenses and other liabilities		(1,036	)		(937	)		(20,250	)		626
Deferred rent		424			17,616			3,078			21,558
Deferred revenue		9,594			10,798			6,185			21,090
Net cash used in operating activities		(6,829	)		(17,343	)		(15,939	)		(71,186	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities		—			—			—			(112,521	)
Sales of marketable securities		—			63,062			240			66,911
Maturities of marketable securities		—			13,492			7,057			20,145
Purchases of property and equipment		(1,892	)		(19,998	)		(13,639	)		(47,842	)
Proceeds from sale of property and equipment		8			—			84			—
Acquisitions and purchases of intangible assets, net of cash acquired		—			(53	)		—			(271	)
Net cash (used in) provided by investing activities		(1,884	)		56,503			(6,258	)		(73,578	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of initial public offering costs		—			—			—			(2,172	)
Payment of borrowing costs		—			—			(93	)		—
Proceeds from exercise of stock options, net of repurchases of early exercised stock options		3,388			2,734			7,603			5,148
Proceeds from issuances of common stock under employee stock purchase plan		6,710			10,282			15,726			10,282
Employee payroll taxes paid related to net share settlement of restricted stock units		(4,726	)		(2,105	)		(13,594	)		(8,292	)
Payments of capital lease obligations		(2,178	)		(508	)		(5,439	)		(928	)
Net cash provided by financing activities		3,194			10,403			4,203			4,038
Effect of exchange rate changes on cash and cash equivalents		(12	)		13			53			(15	)
Net (decrease) increase in cash and cash equivalents		(5,531	)		49,576			(17,941	)		(140,741	)
Cash and cash equivalents, beginning of period		173,331			140,119			185,741			330,436
Cash and cash equivalents, end of period	$	167,800		$	189,695		$	167,800		$	189,695
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized	$	50		$	297		$	838		$	949
Cash paid for income taxes, net of tax refunds		95			132			211			832
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Change in accrued equipment purchases	$	3,647		$	19,075		$	(11,377	)	$	24,723
Purchases of property and equipment under capital lease		8,390			3,307			18,300			7,372
Change in unpaid tax related to capital lease		522			—			952			—
Vesting of early exercised stock options and restricted stock		—			—			11			—
Issuance of common stock in connection with acquisitions and purchases of intangible assets		1,011			—			1,011			6,108
Change in unpaid deferred offering costs		—			—			—			(2,172	)

See notes to condensed consolidated financial statements.

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Description of Business and Basis of Presentation

Description of Business

We were incorporated in the state of Washington in April 2005, and were reincorporated in the state of Delaware in March 2008. We changed our name from Box.Net, Inc. to Box, Inc. in November 2011. Box provides an enterprise content platform that enables organizations of all sizes to securely manage enterprise content while allowing easy, secure access and sharing of this content from anywhere, on any device.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of October 31, 2016 and the condensed consolidated statements of operations, the condensed consolidated statements of comprehensive loss and the condensed consolidated statements of cash flows for the three and nine months ended October 31, 2016 and 2015, respectively, are unaudited. The condensed consolidated balance sheet data as of January 31, 2016 was derived from the audited consolidated financial statements that are included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 (the “Form 10-K”), which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2016. The accompanying statements should be read in conjunction with the audited consolidated financial statements and related notes contained in our Form 10-K. There have been no changes to our critical accounting policies and estimates during the nine months ended October 31, 2016 from those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K.

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of our management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in the Form 10-K, and include all adjustments necessary for the fair presentation of our balance sheet as of October 31, 2016, and our results of operations, including our comprehensive loss, and our cash flows for the three and nine months ended October 31, 2016 and 2015. All adjustments are of a normal recurring nature. The results for the three and nine months ended October 31, 2016 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 31, 2017.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ from these estimates. Such estimates include, but are not limited to, the determination of the allowance for accounts receivable, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, best estimate of selling price included in multiple-deliverable revenue arrangements, fair values of stock-based awards, legal contingencies, and the provision for income taxes, including related reserves, among others. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

In accordance our Company’s property and equipment policy, we review the estimated useful lives of our fixed assets on an ongoing basis. The most recent review indicated that the actual lives of certain data center assets not acquired under capital leases were longer than previously estimated useful lives used for depreciation purposes in our financial statements. As a result, effective September 1, 2016, we changed the estimated useful lives of certain data center assets not acquired under capital leases to better reflect the estimated periods during which these assets will remain in service. The estimated useful lives of these assets previously depreciated for three years have now been increased to four years. The effect of this change in estimate in the current period to net income and earnings per share was not material.

Certain Risks and Concentrations

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and accounts receivable. Although we deposit our cash with multiple financial institutions, our deposits, at times, may exceed federally insured limits.

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

We sell to a broad range of customers. Our revenue is derived substantially from the United States across a multitud e of industries. Accounts receivable are derived from the delivery of our services to customers primarily located in the United States. We accept and settle our accounts receivable using credit cards, electronic payments and checks. A majority of our lower dollar value invoices are settled by credit card on or near the date of the invoice. We do not require collateral from customers to secure accounts receivable. We maintain an allowance for accounts receivable based upon the expected collectability, which takes into consideration specific customer creditworthiness and current economic trends. We believe collections of our accounts receivable are reasonably assured based on the size, industry diversification, financial condition and past transaction history of our customers. As of October 31, 2016 only one customer accounted for more than 10% of total accounts receivable. As of January 31, 2016, no single customer accounted for more than 10% of total accounts receivable. No single customer represented over 10 % of revenue during the three and nine months ended October 31, 2016 and 2015.

We serve our customers and users from datacenter facilities operated by third parties. In order to reduce the risk of down time of our enterprise cloud content management services, we have established datacenters and third-party cloud computing and hosting providers in various locations in the United States and abroad. We have internal procedures to restore services in the event of disaster at any one of our current datacenter facilities. Even with these procedures for disaster recovery in place, our cloud services could be significantly interrupted during the implementation of the procedures to restore services.

Geographic Locations

Revenue attributed to the United States was 83% and 81% for the three months ended October 31, 2016 and 2015, respectively, and 83% and 80% for the nine months ended October 31, 2016 and 2015, respectively. No other country outside of the United States comprised 10% or greater of our revenue for any of the periods presented.

Substantially all of our net assets are located in the United States. As of October 31, 2016 and January 31, 2016, property and equipment located in the United States was 99.6% and 99.3%, respectively.

Prior Period Reclassifications

Certain reclassifications of prior period amounts have been made to conform to the current period presentation.

Initial Public Offering

In January 2015 we completed our initial public offering (IPO) in which we issued and sold 14,375,000 shares of Class A common stock, including 1,875,000 shares to cover an over-allotment option, at a public offering price of $14.00 per share. We received net proceeds of $187.2 million after deducting underwriting discounts and commissions of $14.1 million but before deducting offering costs of $5.7 million, of which $2.9 million and $588,000, respectively, was paid in the years ended January 31, 2015 and 2014, and the remaining $2.2 million was paid after January 31, 2015. In addition, in connection with our IPO:

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We authorized a new class of Class A common stock and a new class of Class B common stock.

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All 17,051,820 shares of our then-outstanding common stock were reclassified into an equivalent number of shares of our Class B common stock.

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All 76,238,097 shares of our then-outstanding redeemable convertible preferred stock other than our Series F redeemable convertible preferred stock were converted and reclassified into an equivalent number of shares of our Class B common stock.

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7,500,000 shares of our then-outstanding Series F redeemable convertible preferred stock were converted and reclassified into 11,904,759 shares of our Class B common stock. Included in this amount were incremental shares issued in accordance with the contractual conversion rights of our Series F redeemable convertible preferred stock. The additional shares resulted in a beneficial conversion feature, and we recorded a $2.3 million deemed dividend to Series F redeemable convertible preferred stockholders upon the IPO.

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

•

We issued 85,354 shares of Ser ies A redeemable convertible preferred stock upon the net exercise of our Series A redeemable convertible preferred stock warrant, which occurred immediately prior to the completion of our IPO. These shares were converted and reclassified into an equivalen t number of shares of our Class B common stock. As a result, we reclassified our redeemable convertible preferred stock warrant liability balance to additional-paid-in capital upon IPO.

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We reclassified $5.7 million of deferred issuance costs previously recorded in other long-term assets as an offset to the proceeds from our IPO.

Recently Issued Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows- Classification of Certain Cash Receipts and Cash Payment . ASU 2016-15 provides guidance on the classification of eight cash flow issues in order to reduce diversity in practice. The new standard is effective for us beginning February 1, 2018 with early adoption permitted. We are currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments- Credit Losses . ASU 2016-13 replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, we will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. The new standard is effective for us beginning February 1, 2020 with early adoption permitted. We are currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In April 2016, the FASB issued ASU 2016-09, Compensation- Stock Compensation . ASU 2016-09 changes the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The standard also allows entities to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on the cash flow statement, and provides an accounting policy election to account for forfeitures as they occur. The new standard is effective for us beginning February 1, 2017 with early adoption permitted. We are currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases . ASU 2016-02 requires lessees to put most leases on their balance sheet while recognizing expense in a manner similar to existing accounting. The new accounting guidance is effective for our fiscal year beginning February 1, 2019 and early adoption is permitted. We are currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The update addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for our fiscal year beginning February 1, 2018. Early adoption is permitted only for certain portions of the ASU related to financial liabilities. We are currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . The standard provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the FASB issued subsequent ASUs, which serve to clarify certain aspects of ASU 2014-09. The standard will be effective for us beginning February 1, 2018, at which time we may adopt the new standard under either the full retrospective method or the modified retrospective method. Early adoption is permitted. We are currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 2. Fair Value Measurements

We define fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We measure our financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:

•

Level 1—Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

•

Level 3—Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation.

We measure marketable securities and restricted cash at fair value on a recurring basis. We classify these assets within Level 1 or Level 2 because they are valued using either quoted market prices for identical assets or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. As of October 31, 2016, we had no marketable securities in our investment portfolio.

The following tables set forth the fair value of our financial assets measured at fair value on a recurring basis as of October 31 and January 31, 2016, using the above input categories (in thousands):

	October 31, 2016
	Level 1		Level 2		Level 3		Fair Value
Assets
Restricted cash:
Certificates of deposit	$	—	$	27,134	$	—	$	27,134
Total assets measured at fair value	$	—	$	27,134	$	—	$	27,134

	January 31, 2016
	Level 1		Level 2		Level 3		Fair Value
Assets
Marketable securities:
Corporate debt securities	$	—	$	5,559	$	—	$	5,559
Asset-backed securities		—		1,820		—		1,820
Restricted cash:
Certificates of deposit		—		26,968		—		26,968
Money market funds		984		—		—		984
Total assets measured at fair value	$	984	$	34,347	$	—	$	35,331

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 3. Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	October 31,		January 31,
	2016		2016
Prepaid expenses	$	8,948	$	8,410
Tenant incentives receivable under our headquarters lease in Redwood City	—			3,024
Other current assets		3,822		3,295
Total prepaid expenses and other current assets	$	12,770	$	14,729

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

	October 31,			January 31,
	2016			2016
Servers	$	124,335		$	111,015
Leasehold improvements		64,115			68,082
Computer hardware and software		10,922			11,009
Furniture and fixtures		12,750			12,485
Construction in progress		15,905			4,808
Total property and equipment		228,027			207,399
Less: accumulated depreciation		(114,648	)		(86,907	)
Total property and equipment, net	$	113,379		$	120,492

As of October 31, 2016, the gross carrying amount of property and equipment included $24.6 million of servers and $9.9 million of construction in progress acquired under capital leases, and the accumulated depreciation of property and equipment acquired under these capital leases was $7.4 million. As of January 31, 2016, the gross carrying amount of property and equipment included $13.9 million of servers and $1.2 million of construction in progress acquired under capital leases, and the accumulated depreciation of property and equipment acquired under these capital leases was $2.4 million.

Depreciation expense related to property and equipment was $8.2 million and $8.5 million for the three months ended October 31, 2016 and 2015, respectively, and $28.6 million and $24.8 million for the nine months ended October 31, 2016 and 2015, respectively. Included in these amounts was depreciation expense for servers acquired under capital leases in the amount of $2.0 million and $0.5 million for the three months ended October 31, 2016 and 2015, respectively, and $5.0 million and $1.1 million for the nine months ended October 31, 2016 and 2015, respectively. Construction in progress primarily consists of servers, networking equipment and storage infrastructure being provisioned in our datacenter facilities as well as leasehold improvements. In addition, the amounts of interest capitalized to property and equipment were not material for the three and nine months ended October 31, 2016 and 2015.

Note 4. Acquisitions

Wagon Analytics, Inc.

On August 30, 2016, we entered into an agreement to license certain technology and hire certain employees from Wagon Analytics, Inc., a privately-held data analysis company, for a total purchase price of $2.0 million. This agreement has been accounted for as a business combination. The entire purchase price was allocated to goodwill. Goodwill is attributable to future growth and potential enhancement opportunities for our analytics platform . Goodwill is deductible for U.S. income tax purposes. Transaction costs related to this business combination were not material.

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Results of operations for this business combination have been included in our consolidated statements of operations since the acquisition date and were not material. Pro forma results of operations for this business combinat ion have not been presented because they were also not material to the consolidated results of operations.

Verold, Inc.

On May 4, 2015, for a total purchase price of $5.4 million, we acquired certain assets of, and hired certain employees from, Verold Inc., a privately-held technology company which has built a cloud-based 3D model viewer and editor. The acquisition has been accounted for as a business combination. Of the $5.4 million, $2.8 million was attributed to developed technology and $2.6 million to goodwill. Developed technology is being amortized on a straight-line basis over an estimated useful life of two years. Goodwill is primarily attributable to the enhancement of the Box user experience and the value of acquired personnel. Goodwill is deductible for U.S. income tax purposes. Transaction costs related to this acquisition were not material.

Results of operations for this acquisition have been included in our consolidated statements of operations since the acquisition date and were not material. Pro forma results of operations for this acquisition have not been presented because they were also not material to the consolidated results of operations.

Other Acquisitions

During fiscal year 2016, we purchased and licensed certain assets of two other companies for an aggregate purchase price of $0.8 million. We accounted for these transactions as business combinations. In allocating the purchase consideration based on estimated fair values, we recorded $0.3 million of developed technology and $0.4 million of goodwill. Goodwill for these acquisitions is deductible for U.S. income tax purposes. Developed technology is being amortized on a straight-line basis over an estimated useful life of two years. These acquisitions are expected to enhance our Box service by leveraging the acquired companies’ technologies, along with gaining access to their key talent. Aggregate transaction costs related to these acquisitions were not material.

Results of operations for these acquisitions have been included in our consolidated statements of operations since the acquisition dates and were not material. Pro forma results of operations for these acquisitions have not been presented because they were also not material to the consolidated results of operations.

Note 5. Goodwill and Intangible Assets

Goodwill activity is reflected in the following table (in thousands):

Balance as of January 31, 2016	$	14,301
Goodwill acquired		1,992
Balance as of October 31, 2016	$	16,293

Intangible assets consisted of the following (in thousands):

	Weighted Average Useful Life (1)			Gross Value		Accumulated Amortization			Net Carrying Value
October 31, 2016
Developed technology		2.5	years	$	14,273	$	(13,515	)	$	758
Trade name and other		6.9	years		1,201		(984	)		217
Intangibles, net				$	15,474	$	(14,499	)	$	975

January 31, 2016
Developed technology		2.5	years	$	14,273	$	(10,711	)	$	3,562
Trade name and other		6.9	years		1,201		(868	)		333
Intangibles, net				$	15,474	$	(11,579	)	$	3,895

(1)	From the date of acquisition

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Intangible amortization expense was $0.5 million and $1.5 million for the three months ended October 31, 2016 and 2015, respective ly, and $2.9 million and $4.1 million for the nine months ended October 31, 2016 and 2015, respectively. Amortization of acquired technology is included in cost of revenue and amortization for trade names is included in general and administrative expenses in the consolidated statements of operations. As of October 31, 2016, expected amortization expense for intangible assets was as follows (in thousands):

Years ending January 31:
Remainder of 2017	$	432
2018		519
2019		23
2020		1
2021 and thereafter		—
	$	975

Note 6. Commitments and Contingencies

Letters of Credit

As of October 31, 2016 and January 31, 2016, we had letters of credit in the aggregate amount of $27.1 million and $27.0 million, respectively, in connection with our operating and capital leases. These letters of credit are collateralized by certificates of deposit held by us in the amount of $27.1 million and $27.0 million, respectively. Refer to Note 2 for additional details.

Leases

We have entered into various non-cancellable operating lease agreements for certain of our offices and datacenters with lease periods expiring primarily between fiscal years 2017 and 2029. Certain of these arrangements have free or escalating rent payment provisions and optional renewal clauses. We are also committed to pay a portion of the actual operating expenses under certain of these lease agreements. These operating expenses are not included in the table below.

We also entered into various capital lease arrangements to obtain servers for our operations. These agreements are typically for three to four years. The leases are secured by the underlying leased servers.

As of October 31, 2016, future minimum lease payments under non-cancellable capital and operating leases are as follows (in thousands):

Years ending January 31:	Capital Leases			Operating Leases, net of Sublease Income
Remainder of 2017	$	2,975		$	4,975
2018		10,937			21,979
2019		8,618			25,264
2020		3,020			29,334
2021		665			29,076
Thereafter		—			172,840
Total minimum lease payments	$	26,215		$	283,468
Less: amount representing interest		(739	)
Present value of minimum lease payments	$	25,476

In fiscal year 2016, we signed subleases for three floors of our headquarters and in the nine months ended October 31, 2016, we signed a sublease for one floor of our office in San Francisco. These subleases have terms ranging from 19 to 37 months that will expire in fiscal 2018 and 2019, respectively. Non-cancellable sublease proceeds for the years ending January 31, 2017, 2018, and 2019 of $1.8 million, $6.1 million and $4.2 million, respectively, are included in the table above.

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

We recognize rent expense under our operating leases on a straight-line basis. Rent expense totaled $4.7 million and $6.7 million, net of sublease income of $1.8 million and $0 for the three months ended October 31, 2016 and 2015, respectively, and rent expen se totaled $13.3 million and $16.0 million, net of sublease income of $5.0 million and $0.3 million for the nine months ended October 31, 2016 and 2015, respectively.

Purchase Obligations

As of October 31, 2016, future payments under non-cancellable contractual purchases, which relate primarily to datacenter operations and sales and marketing activities, are as follows (in thousands):

Years ending January 31:
Remainder of 2017	$	6,751
2018		5,928
2019		1,675
	$	14,354

Legal Matters

On June 5, 2013, Open Text S.A. (Open Text) filed a lawsuit against us in the U.S. District Court, Eastern District of Virginia, alleging that our core cloud software and Box Edit application infringe 12 patents of Open Text. Open Text sought preliminary and permanent injunctions against infringement, treble damages, and attorneys’ fees. This case was subsequently transferred to the U.S. District Court for the Northern District of California.

On September 13, 2013, Open Text filed a motion for preliminary injunction seeking to enjoin us from providing our Box Edit feature to companies with more than 100 users. On April 9, 2014, the California court denied Open Text’s motion for preliminary injunction, finding that (1) Open Text failed to meet its burden to show irreparable harm, (2) Open Text failed to show a reasonable likelihood of success on the merits of its case, and (3) we have raised a substantial question as to the validity of the patents asserted during the preliminary injunction proceedings.

On September 19, 2014, in a related action, Open Text S.A. v. Alfresco Software Ltd. , et al., Case No. 13-cv-04843-JD, the Court granted the Alfresco Defendants’ motion to dismiss with prejudice the asserted claims of the Dialog Patents, finding the asserted claims of the Dialog Patents patent ineligible under 35 U.S.C. § 101. On January 20, 2015, the Court entered an Order granting our motion for judgment on the pleadings as to the asserted patent claims of the Groupware Patents. The Court found that the asserted patent claims of the Groupware Patents are invalid because they claim non-patentable subject matter. As a result of the Court’s January 20, 2015 order and other pretrial orders, the lawsuit was narrowed to four total claims across the three remaining File Synchronization Patents accusing the Company’s Box Edit feature and Box Android application.

Trial commenced on February 2, 2015. On February 13, 2015, the jury returned a verdict, finding the asserted claims of the File Synchronization patents infringed and were not invalid. The jury awarded damages in favor of Open Text in a lump sum and fully paid-up royalty in the amount of $4.9 million. The Court found no willful infringement of the asserted claims and foreclosed Open Text’s request for a permanent injunction since the jury returned a lump-sum award. On February 19, 2015, Open Text filed a notice of appeal to the United States Court of Appeals for the Federal Circuit from the Court’s Order granting our motion for judgment of invalidity of the Groupware Patents. On March 9, 2015, Open Text filed a first amended notice of appeal from additional orders by the Court. On August 19, 2015, following a July 1, 2015 hearing in which portions of the jury’s verdict were challenged, the Court entered judgment in favor of Open Text with respect to infringement of the asserted claims of the File Synchronization patents in the amount of approximately $4.9 million plus pre-judgment interest, and with respect to validity of the asserted claims of the File Synchronization patents. The Court also entered judgment in our favor with respect to invalidity of the asserted claims of the Groupware Patents, and no willful infringement with respect to the asserted claims of the File Synchronization patents. We filed a notice of appeal on August 28, 2015, challenging a number of findings in the final judgment entered on August 19, 2015, including the jury’s finding that the Synchronization Patents were infringed and not invalid.

While we continued to defend the lawsuit vigorously and continued to believe we had valid defense to Open Text’s claims, we considered the issuance of the verdict a recognized subsequent event that provided additional evidence about conditions existed as of January 31, 2015. Accordingly, we accrued $4.9 million of settlement payment as of January 31, 2015, and recorded an expense in the amount of $3.9 million for the year ended January 31, 2015, in relation to the portion of the settlement amount attributable to prior

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

periods. The portion of the settlement amount attributable to future periods is recorded as an asset as of Janua ry 31, 2015. This asset was being amortized over an estimated useful life of 14 months, and the amortization expense was $0.9 million for the year ended January 31, 2016. In addition, as a result of the July 1, 2015 hearing, we deemed the claim for interes t on the legal verdict amount to be probable and estimable for the first time. As such, we accrued additional expenses in the aggregate amount of $0.7 million during the year ended January 31, 2016, in relation to the interest on the legal verdict amount.

On March 31, 2016, Open Text and the Company entered into a Confidential Settlement and Release Agreement (the “Settlement Agreement”), which fully settled the lawsuit and resulted in a full dismissal of the case against the Company. In connection with such settlement, the Company paid an amount equal to $3. 75 million in total to Open Text, and the Company's obligation to pay the jury award amount of approximately $4.9 million and all pre- and post-judgment interest was terminated. The parties agreed to drop all appeals pending in connection with the litigation and each agreed to certain standard mutual releases related to the subject matter of the suit. The settlement has no impact on the Groupware Patent and Dialog Patent claims that were found to be invalid by the Court during the litigation against the Company and against Alfresco Software . We recorded the settlement payment of $3.75 million, reversed previous settlement accruals and interest of $5.6 million, and recorded $0.1 million in recurring amortization for the asset, resulting in net income of $1.7 million in our condensed consolidated statement of operations for the nine months ended October 31, 2016.

In addition to the litigation discussed above, from time to time, we are a party to litigation and subject to claims that arise in the ordinary course of business. We investigate these claims as they arise, and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Although the results of litigation and claims cannot be predicted with certainty, we believe there was not at least a reasonable possibility that we had incurred a material loss with respect to such loss contingencies as of October 31, 2016.

Indemnification

We include service level commitments to our customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that we fail to meet those levels. In addition, our customer contracts often include (i) specific obligations that we maintain the availability of the customer’s data through our service and that we secure customer content against unauthorized access or loss, and (ii) indemnity provisions whereby we indemnify our customers for third-party claims asserted against them that result from our failure to maintain the availability of their content or securing the same from unauthorized access or loss. To date, we have not incurred any material costs as a result of such commitments.

Our arrangements generally include certain provisions for indemnifying customers against liabilities if our products or services infringe a third party’s intellectual property rights. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, we have not incurred any material costs as a result of such obligations and have not accrued any material liabilities related to such obligations in the consolidated financial statements. In addition, we indemnify our officers, directors and certain key employees while they are serving in good faith in their respective capacities. To date, there have been no claims under any indemnification provisions.

Note 7. Debt

Line of Credit

In August 2013, we entered into a two-year $100.0 million secured revolving credit facility (August 2013 Facility). The August 2013 Facility is denominated in U.S. dollars and, depending on certain conditions, each borrowing is subject to a floating interest rate equal to the London Interbank Offer Rate (LIBOR) plus 3.0% or the Alternate Base Rate (ABR) plus 2.0%. In addition, there is a commitment fee of 0.5% on outstanding unused commitment amount. At closing, we drew $34.0 million at 3.4% (six month LIBOR plus 3.0%) which we used to repay outstanding loans and the related early payoff and end of term fees, as well as for other general corporate purposes. In July 2014, we drew an additional $12.0 million under the credit facility at 3.3% (six month LIBOR plus 3.0%). In September 2014, we paid down $6.0 million and amended the credit facility to reduce our borrowing capacity from $100.0 million to $75.0 million and extend the facility through August 2016. Concurrently and in conjunction with the execution of our new headquarters lease in September 2014, letters of credit in the aggregate amount of $25.0 million were issued under the credit facility. These letters of credit reduce our total borrowing capacity under the credit facility and are subject to interest at 3.25% per annum. As of January 31, 2015, the outstanding borrowings under the credit facility were $40 million and our remaining borrowing capacity under the credit facility was $10.0 million .

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

In March 2015, we amended the August 2013 Facility to reduce our borrowing capacity to $60.0 million as of April 2015, and to increase certain limitations on the amount of capital asset and real estate related obligations we may incur. In connection with this amendment, the letters of credit under the August 2013 Facility were cancelled, and a ne w letter of credit in the amount of $25.0 million was issued by a party not affiliated with the August 2013 Facility, which was secured by a certificate of deposit in the same amount.

Borrowings under the August 2013 Facility were collateralized by substantially all of our assets. The August 2013 Facility also contained various covenants, including covenants related to the delivery of financial and other information, the maintenance of quarterly financial covenants, material adverse effects, as well as limitations on dispositions, mergers or consolidations and other corporate activities.

In December 2015, we paid in full all amounts outstanding under the August 2013 Facility, including the outstanding principal balance of $40.0 million, and terminated the August 2013 Facility and all related loan documents and collateral documents, in conjunction with entering into a new revolving credit facility with a different lender (December 2015 Facility). The December 2015 Facility provides for a revolving loan facility in the amount of up to $40.0 million maturing in December 2017.

The December 2015 Facility is denominated in U.S. dollars and, depending on certain conditions, each borrowing is subject to a floating interest rate equal to either the prime rate plus a spread of 0.25% to 2.75% or a reserve adjusted LIBOR rate (based on one, three or six-month interest periods) plus a spread of 1.25% to 3.75%. Although no minimum deposit is required for the December 2015 Facility, we are eligible for the lowest interest rate if we maintain at least $40 million in deposits with the lender. In addition, there is an annual fee of 0.2% on the total commitment amount. At closing, we drew $40.0 million at 1.82% (six month LIBOR plus 1.25%) which we used repay the outstanding principal balance under the August 2013 Facility. Borrowings under the December 2015 Facility are collateralized by substantially all of our assets in the United States. It also contains various covenants, including covenants related to the delivery of financial and other information, the maintenance of quarterly financial covenants, as well as customary limitations on dispositions, mergers or consolidations and other corporate activities. As of October 31, 2016, we were in compliance with all financial covenants.

In connection with the above credit facilities, we incurred interest expense, net of capitalized interest costs, of $0.2 million and $0.4 million during the three months ended October 31, 2016 and 2015, respectively, and $0.6 million and $1.5 million during the nine months ended October 31, 2016 and 2015, respectively. Interest expense also includes amortization of issuance costs, unused commitment fees and fees on letters of credit which are recognized over the related term of the borrowing.

Note 8. Stock-Based Compensation

2015 Equity Incentive Plan

In January 2015, our board of directors adopted the 2015 Equity Incentive Plan (2015 Plan), which became effective prior to the completion of our IPO. A total of 12,200,000 shares of Class A common stock was initially reserved for issuance pursuant to future awards under the 2015 Plan. On the first day of each fiscal year, shares available for issuance are increased based on the provisions of the 2015 Plan. Any shares subject to outstanding awards under our 2006 Equity Incentive Plan (2006 Plan) or 2011 Equity Incentive Plan (2011 Plan) that are cancelled or repurchased subsequent to the 2015 Plan’s effective date are returned to the pool of shares reserved for issuance under the 2015 Plan. Awards granted under the 2015 Plan may be (i) incentive stock options, (ii) nonstatutory stock options, (iii) restricted stock units, (iv) restricted stock awards or (v) stock appreciation rights, as determined by our board of directors at the time of grant. Options and restricted stock units generally vest 25% one year from the vesting commencement date and (a) in the case of options, 1/48 ^th per month thereafter, and (b) in the case of restricted stock units, 1/16th per quarter thereafter. As of October 31, 2016, 15,404,648 shares were reserved for future issuance under the 2015 Plan.

2015 Employee Stock Purchase Plan

In January 2015, our board of directors adopted the 2015 Employee Stock Purchase Plan (2015 ESPP), which became effective prior to the completion of our IPO. A total of 2,500,000 shares of Class A common stock was initially reserved for issuance under the 2015 ESPP. On the first day of each fiscal year, shares available for issuance are increased based on the provisions of the 2015 ESPP. The 2015 ESPP allows eligible employees to purchase shares of our Class A common stock at a discount of up to 15% through payroll deductions of their eligible compensation, subject to any plan limitations. Except for the initial offering period, the 2015 ESPP provides for 24-month offering periods beginning March 16 and September 16 of each year, and each offering period will consist of four six-month purchase periods.

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

On each purchase date, eligible employees will purchase our stock at a price p er share equal to 85% of the lesser of (1) the fair market value of our stock on the offering date or (2) the fair market value of our stock on the purchase date. In the event the price is lower on the last day of any purchase price period, in addition to using that price as the basis for that purchase period, the offering period resets and the new lower price becomes the new offering price for a new 24 month offering period. As of October 31, 2016, 2,495,182 shares were reserved for future issuance under t he 2015 ESPP.

Stock Options

The following table summarizes the stock option activity under the equity incentive plans and related information:

	Shares Subject to Options Outstanding					Weighted-Average
				Weighted-		Remaining
				Average Exercise		Contractual Life		Aggregate
	Shares			Price		(Years)		Intrinsic Value
								(in thousands)
Balance as of January 31, 2016		15,634,518		$	6.92		7.12	$	82,541
Options granted		778,136			13.10
Option exercised		(2,329,813	)		3.26
Options forfeited/cancelled		(1,366,248	)		13.62
Balance as of October 31, 2016		12,716,593		$	7.24		6.59	$	97,225
Vested and expected to vest as of October 31, 2016		12,579,302		$	7.19		6.57	$	96,807
Exercisable as of October 31, 2016		9,326,988		$	5.46		6.04	$	86,916

The aggregate intrinsic value of options vested and expected to vest and exercisable as of October 31, 2016 is calculated based on the difference between the exercise price and the current fair value of our common stock. The aggregate intrinsic value of exercised options for the nine months ended October 31, 2016 and 2015 was $21.5 million and $20.5 million, respectively. The aggregate estimated fair value of stock options granted to employees that vested during the nine months ended October 31, 2016 and 2015 was $12.7 million and $13.5 million, respectively. The weighted-average grant date fair value of options granted to employees during the nine months ended October 31, 2016 and 2015 was $5.45 and $6.72 per share, respectively.

As of October 31, 2016, there was $17.5 million of unrecognized stock-based compensation expense related to outstanding stock options granted to employees that is expected to be recognized over a weighted-average period of 2.29 years.

Restricted Stock Units

The following table summarizes the restricted stock unit activity under the equity incentive plans and related information:

	Number of			Weighted-
	Restricted			Average
	Stock Units			Grant Date
	Outstanding			Fair Value
Unvested balance - January 31, 2016		8,204,968		$	15.54
Granted		8,053,916			13.86
Vested, net of shares withheld for employee payroll taxes		(1,537,906	)		15.59
Forfeited/cancelled, including shares withheld for employee payroll taxes		(2,883,612	)		15.05
Unvested balance - October 31, 2016		11,837,366		$	14.51

As of October 31, 2016, there was $158.0 million of unrecognized stock-based compensation expense related to outstanding restricted stock units granted to employees that is expected to be recognized over a weighted-average period of 2.79 years.

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Restricted Stock Awards

The following table summarizes the restricted stock activity under the equity incentive plans and related information:

	Number of			Weighted-
	Restricted			Average
	Stock			Grant Date
	Outstanding			Fair Value
Unvested balance - January 31, 2016		30,607		$	11.38
Vested, net of shares withheld for employee payroll taxes		(17,514	)		11.81
Forfeited/cancelled, including shares withheld for employee payroll taxes		(2,783	)		9.77
Unvested balance - October 31, 2016		10,310		$	11.10

As of October 31, 2016, unrecognized stock-based compensation expense related to outstanding restricted stock granted to employees that is expected to be recognized over a weighted-average period of 0.55 year was immaterial.

In addition, in connection with our fiscal 2015 acquisitions, we issued 344,667 shares of restricted stock awards with a weighted-average grant date fair value of $12.96 per share. These restricted stock awards were separately authorized by our board of directors, and did not reduce the number of shares available for future issuance under our equity incentive plans.

As of October 31, 2016, there was $1.1 million of unrecognized stock-based compensation expense related to outstanding restricted stock awards granted outside of the equity incentive plans that is expected to be recognized over a weighted-average period of 0.95 year. In addition, there were 220,207 unvested shares as of October 31, 2016.

As of October 31, 2016, there was $0.3 million of unrecognized stock-based compensation related to 31,602 shares of contingently issuable and unvested common stock for certain bonus awards given in connection with our fiscal 2016 and 2015 acquisitions that is expected to be recognized over a weighted-average period of 0.67 year.

2015 ESPP and Other

As of October 31, 2016, there was $11.8 million of unrecognized stock-based compensation expense related to the 2015 ESPP that is expected to be recognized over the remaining term of the respective offering periods.

Stock-Based Compensation

The following table summarizes the components of stock-based compensation expense recognized in the consolidated statements of operations (in thousands):

	Three Months Ended				Nine Months Ended
	October 31,				October 31,
	2016		2015		2016		2015
Cost of revenue	$	1,986	$	1,272	$	5,328	$	3,164
Research and development		7,730		6,455		21,602		18,021
Sales and marketing		6,744		5,005		18,390		14,030
General and administrative		3,457		2,672		9,750		7,632
Total stock-based compensation	$	19,917	$	15,404	$	55,070	$	42,847

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Determination of Fair Value

We estimated the fair value of employee stock options and 2015 ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions:

	Three Months Ended										Nine Months Ended
	October 31,										October 31,
	2016					2015					2016					2015
Employee Stock Options
Expected term (in years)					6.0		5.9		-	6.0		5.5		-	6.0		5.5		-	6.1
Risk-free interest rate		1.3	%	-	1.4%		1.5	%	-	1.6%		1.3	%	-	1.5%		1.5	%	-	1.9%
Volatility					40%					42%		40	%	-	43%		42	%	-	44%
Dividend yield					0%					0%					0%					0%
Employee Stock Purchase Plan
Expected term (in years)		0.5		-	2.0	0.5			-	2.0		0.5		-	2.0	0.5			-	2.0
Risk-free interest rate		0.5	%	-	0.8%		0.2	%	-	0.8%		0.5	%	-	0.9%		0.2	%	-	0.8%
Volatility		39	%	-	51%		33	%	-	39%		39	%	-	60%		33	%	-	41%
Dividend yield					0%					0%					0%					0%

The assumptions used in the Black-Scholes option pricing model were determined as follows:

Fair Value of Common Stock . Prior to our IPO in January 2015, our board of directors considered numerous objective and subjective factors to determine the fair value of our common stock at each grant date. These factors included, but were not limited to, (i) contemporaneous valuations of our common stock performed by unrelated third-party specialists; (ii) the prices for our redeemable convertible preferred stock sold to outside investors; (iii) the rights, preferences and privileges of our redeemable convertible preferred stock relative to our common stock; (iv) the lack of marketability of our common stock; (v) developments in the business; and (vi) the likelihood of achieving a liquidity event, such as an IPO or a merger or acquisition, given prevailing market conditions.

Subsequent to the completion of our IPO, we use the market closing price for our Class A common stock as reported on the New York Stock Exchange to determine the fair value of our common stock at each grant date.

Expected Term . The expected term represents the period that our share-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms and contractual lives of the options and 2015 ESPP purchase rights.

Expected Volatility . Since we do not have sufficient trading history of our common stock, the expected volatility was derived from the historical stock volatilities of several unrelated public companies within the same industry that we consider to be comparable to our business over a period equivalent to the expected term of the stock option grants and 2015 ESPP purchase rights.

Risk-free Interest Rate . The risk-free rate that we use is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options.

Dividend Yield . We have never declared or paid any cash dividends and do not plan to pay cash dividends in the foreseeable future, and, therefore, use an expected dividend yield of zero.

Note 9. Net Loss per Share

We calculate our basic and diluted net loss per share in conformity with the two-class method required for companies with participating securities. Under the two-class method, basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, less shares subject to repurchase. The diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, restricted stock units, employee stock purchase plan, repurchasable shares from early exercised options and unvested restricted stock, and contingently issuable shares are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is antidilutive.

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The rights, including the liquidation and dividend rights, of the holders of our Class A and Class B common stock are identical, except with respect to voting and conversion. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. We did not present dilutive net loss per share on an as-if converted basis because the impact was not dilutive.

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts):

	Three Months Ended October 31,
	2016						2015
	Class A			Class B			Class A			Class B
Numerator:
Net loss	$	(16,978	)	$	(21,255	)	$	(17,412	)	$	(37,705	)

Denominator:
Weighted-average number of shares outstanding—basic and diluted		56,964			71,311			38,477			83,319
Net loss per share—basic and diluted	$	(0.30	)	$	(0.30	)	$	(0.45	)	$	(0.45	)

	Nine Months Ended October 31,
	2016						2015
	Class A			Class B			Class A			Class B
Numerator:
Net loss	$	(46,036	)	$	(68,874	)	$	(32,309	)	$	(120,266	)

Denominator:
Weighted-average number of shares outstanding—basic and diluted		50,764			75,948			25,525			95,012
Net loss per share—basic and diluted	$	(0.91	)	$	(0.91	)	$	(1.27	)	$	(1.27	)

The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been antidilutive (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	2016		2015		2016		2015
Options to purchase common stock		13,036		16,542		13,900		16,898
Restricted stock units		10,249		7,544		9,623		6,808
Employee stock purchase plan		1,262		3,432		2,187		3,400
Repurchasable shares from early-exercised options and unvested restricted stock		312		530		350		595
Contingently issuable common stock		73		85		80		129
		24,932		28,133		26,140		27,830

Note 10. Income Taxes

Utilization of the net operating loss carryforwards and credits may be subject to substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization.

We evaluate tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information.

BOX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

We file tax returns in the United States for federal, California, and other states. All tax years remain open to examination for both federal and state purposes as a result of our net operating loss and credit carryforwards. We file foreign tax returns in the United Kingdom starting with the year ended January 31, 2013, in France, Germany and Japan starting with the year ended January 31, 2014 and in Canada starting with the year ended January 3 1, 2015, and in Sweden, Netherlands, and Australia starting with the year ended January 31, 2016. These tax years remain open to examination.

We believe that we have provided adequate reserves for our income tax uncertainties in all open tax years. We do not expect our gross unrecognized tax benefits to change significantly over the next 12 months.

Note 11. Segments

Our chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, we have a single reporting segment and operating unit structure. Since we operate in one operating segment, all required segment information can be found in the consolidated financial statements.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the section titled “Risk Factors” and in other parts of this Quarterly Report on Form 10-Q.

Overview

Box provides an enterprise content platform that enables organizations of all sizes to securely manage enterprise content while allowing easy, secure access and sharing of this content from anywhere, on any device. With our Software-as-a-Service (SaaS) cloud-based platform, users can collaborate on content both internally and with external parties, automate content-driven business processes, develop custom applications, and implement data protection, security and compliance features to comply with internal policies and industry regulations. Our platform enables people to securely view, share and collaborate on content, across multiple file formats and media types, without having to open a desktop application or download the content to their mobile device. The software integrates with leading enterprise business applications, and is compatible with multiple application environments, operating systems and devices, ensuring that workers have access to their critical business content whenever and wherever they need it.

We were founded and publicly launched our platform in 2005 with a simple but powerful idea: to make it incredibly easy for people to securely manage, share and collaborate on their most important content online. In 2006, we introduced a free version of our product in order to rapidly grow our user base, and we surpassed one million registered users by July 2007. As users began to bring our solution into the workplace, we learned that businesses were eager for a solution to empower user-friendly content sharing and collaboration in a secure, manageable way. Starting in 2007, we began enhancing our platform to serve businesses and large enterprises, which meant expanding our business functionality with features such as our administrative console, identity integration, activity reporting and full-text search. To further satisfy the requirements of IT departments in large organizations, we began to invest heavily in enhancing the security of our platform. Also in 2007, we began to build an enterprise sales team. The continual evolution of our platform features allowed our sales team to sell into increasingly larger organizations. To empower users to work securely from anywhere, we built native applications for all major mobile platforms. The introduction of our iPad application in 2010 further accelerated enterprise adoption of our platform. In 2012, we introduced our Box OneCloud platform and our Box Embed framework to encourage developers and independent software vendors (ISVs) to build powerful applications that connect to Box, furthering the reach of the Box service. We continued to innovate by expanding our offerings to include Box KeySafe, a solution that builds on top of Box’s strong encryption and security capabilities to give customers greater control over the encryption keys used to secure the file contents that are stored with Box; Box Governance, which gives customers a better way to comply with regulatory policies, satisfy e-discovery requests and effectively manage sensitive business information; Box Zones, which gives global customers the ability to store their data locally in certain regions; Box Accelerator, which improves upload speeds for our global customers; and Box Platform, which further enables customers and partners to build enterprise apps using the Box Platform. In recent years, we have expanded our global presence, opening our first international office in London in 2012, followed by Paris and Tokyo in 2013. In 2014, we launched Box for Industries to accelerate business transformation in every major industry and we continued to expand our international presence further. We also opened offices in Amsterdam and Stockholm in 2015.

We offer our solution to our customers as a subscription-based service, with subscription fees based on the requirements of our customers, including the number of users and functionality deployed. The majority of our customers subscribe to our service through one-year contracts, although we also offer our services for terms ranging from one month to three years or more. We typically invoice our customers at the beginning of the term, in multiyear, annual, quarterly or monthly installments. We recognize revenue ratably over the term of the subscription period.

Our objective is to build an enduring business that creates sustainable revenue and earnings growth over the long term. To best achieve this objective, we focus on growing the number of Box users and paying organizations through direct field sales, direct inside sales, indirect channel sales and through word-of-mouth by individual users, some of whom use our services at no cost. Individual users and organizations can also simply sign up to use our solution on our website. We believe this approach not only helps us build a critical mass of users but also has a viral effect within organizations as more of their employees use our service and encourage their IT professionals to deploy our services to a broader user base.

We have achieved significant growth in a short period of time. Our user base includes over 50 million registered users. We define a registered user as a Box account that has been provisioned to a unique user ID. As of October 31, 2016, over 15% of our registered users were paying users who register as part of a larger enterprise or business account or by using a personal account. We currently have over 69,000 paying organizations, and our solution is offered in 22 languages. We define paying organizations as

separate and distinct buying entities, such as a company, an educational or government institution, or a distinct business unit of a large corporation, that have entered into a subscription agreement with us to utilize our services.

Organizations typically purchase our solution in the following ways: (i) employees in one or more small groups within the organization may individually purchase our service; (ii) organizations may purchase IT-sponsored, enterprise-level agreements with deployments for specific, targeted use cases ranging from tens to thousands of user seats; (iii) organizations may purchase IT- sponsored, enterprise-level agreements where the number of user seats sold is intended to accommodate and enable nearly all information workers within the organization in whatever use cases they desire to adopt over the term of the subscription; or (iv) organizations may purchase our Box Platform service to create custom business applications for their own extended ecosystem of customers, suppliers and partners.

We intend to continue scaling our organization to meet the increasingly complex needs of our customers. Our sales and customer success teams are organized to efficiently serve organizations ranging from small businesses to the world’s largest global organizations. We have invested and expect to continue to invest heavily in our sales and marketing teams to sell our services around the world, as well as in our development efforts to deliver additional features and capabilities of our cloud services to address our customers’ evolving needs. We also expect to continue to make significant investments in both our datacenter infrastructure to meet the needs of our growing user base and our professional services (Box Consulting) organization to address the strategic needs of our customers in more complex deployments and to drive broader adoption across a wide array of use cases. As a result of our continuing investments to scale our business in each of these areas, we do not expect to be profitable for the foreseeable future.

For the nine months ended October 31, 2016 and 2015, our revenue was $288.7 million and $217.7 million, respectively, representing year-over-year growth of 33%, and our net losses were $114.9 million and $152.6 million, respectively. For the nine months ended October 31, 2016 and 2015, revenue from non-U.S. customers represented 17% and 20% of our revenue, respectively. Box is headquartered in Redwood City, California and operates offices in California, New York, Texas, Amsterdam, London, Paris, Stockholm and Tokyo.

Our Business Model

Our business model focuses on maximizing the lifetime value of a customer relationship. We make significant investments in acquiring new customers and believe that we will be able to achieve a positive return on these investments by retaining customers and expanding the size of our deployments within our customer base over time. In connection with the acquisition of new customers, we incur and recognize significant upfront costs. These costs include sales and marketing costs associated with acquiring new customers, such as sales commission expenses, a significant portion of which is expensed upfront and the remaining portion of which is expensed over the length of the non-cancellable subscription term, and marketing costs, which are expensed as incurred. Due to our subscription model, we recognize revenue ratably over the term of the subscription period, which commences when all of the revenue recognition criteria have been met. Although our objective is for each customer to be profitable for us over the duration of our relationship, the costs we incur with respect to any customer relationship, whether a new customer or an expansion within an existing customer, may exceed revenue in earlier periods because we recognize those costs faster than we recognize the associated revenue.

Because of these dynamics, we experience a range of profitability with our customers depending in large part upon what stage of the customer phase they are in. We generally incur higher sales and marketing expenses for new customers and existing customers who are still in an expanding stage. For new customers, our associated sales and marketing expenses typically exceed the first year revenue we recognize from those customers. For customers who are expanding their use of Box, we incur various associated marketing expenses as well as sales commission expenses, though we typically recognize higher revenue than sales and marketing expenses. For typical customers who are renewing their Box subscriptions, our associated sales and marketing expenses are significantly less than the revenue we recognize from those customers. These differences are primarily driven by the higher compensation we provide to our sales force for new customers and customer subscription expansions compared to the compensation we provide to our sales force for routine subscription renewals by customers. In addition, our sales and marketing expenses, other than the compensation we provide to our sales force, are generally higher for acquiring new customers versus expansions or renewals of existing customer subscriptions. We believe that, over time, as our existing customer base grows and a relatively higher percentage of our revenue is attributable to renewals versus new or expanding Box deployments, we will experience lower associated sales and marketing expenses as a percentage of revenue.

Key Business Metrics

We use these key metrics for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that these key metrics provide meaningful supplemental information regarding our performance. We believe that both management and investors benefit from referring to these key metrics in assessing our performance and when planning, forecasting, and analyzing future periods. These key metrics also facilitate management's internal comparisons to our historical performance as well as comparisons to our competitors' operating results. We believe these key metrics are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.

	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2016			2015			2016			2015
Billings (in thousands)	$	112,405		$	89,449		$	294,864		$	238,812
Billings growth rate		26	%		37	%		23	%		45	%
Free cash flow (in thousands)		(10,899	)		(37,849	)		(35,017	)		(94,956	)
Retention rate (period end)		115	%		119	%		115	%		119	%

Billings

Billings represent our revenue plus the change in deferred revenue in the period. Billings we record in any particular period reflect sales to new customers plus subscription renewals and expansion within existing customers, and represent amounts invoiced for all of our products and professional services. We typically invoice our customers at the beginning of the term, in multiyear, annual, quarterly or monthly installments. If the customer elects to pay the full subscription amount at the beginning of the period, the total subscription amount for the entire term will be reflected in billings. If the customer elects to be invoiced annually or more frequently, only the amount billed for such period will be included in billings.

Billings help investors better understand our sales activity for a particular period, which is not necessarily reflected in our revenue as a result of the fact that we recognize subscription revenue ratably over the subscription term. We consider billings a significant performance measure and after adjusting for any shifts in relative payment frequencies, a leading indicator of future revenue. We monitor billings to manage our business, make planning decisions, evaluate our performance and allocate resources. We believe that billings offers valuable supplemental information regarding the performance of our business and will help investors better understand the sales volumes and performance of our business. Although we consider billings to be a significant performance measure, we do not consider it to be a non-GAAP financial measure given that it is calculated using exclusively revenue and deferred revenue, both of which are financial measures calculated in accordance with GAAP.

Billings increased 23% in the nine months ended October 31, 2016 over nine months ended October 31, 2015. The increase in billings was primarily driven by the addition of new customers with larger initial deployments and expansion of the number of users within existing customers. For the nine months ended October 31, 2016, our year-over-year billings growth rate was adversely impacted by increased focus on annual payment frequency and increased seasonality in our business. To provide investors with additional information regarding our financial results, we have disclosed in the table above and within this report billings, a key financial metric. We have provided below a calculation of billings starting with revenue, the most directly comparable GAAP financial measure.

Our use of billings has the following limitations as an analytical tool and should not be considered in isolation or as a substitute for revenue or an analysis of our results as reported under GAAP. Billings are recognized when invoiced, while the related revenue is recognized ratably over the term of the subscription or premier support services. When we invoice customers more frequently than their subscription period, amounts not yet invoiced will not be reflected in deferred revenue or billings. Also, other companies, including companies in our industry, may not use billings, may calculate billings differently, may have different billing frequencies, or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of billings as a comparative measure.

A calculation of billings starting with revenue, the most directly comparable GAAP financial measure, is presented below (in thousands):

	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2016			2015			2016			2015
GAAP revenue	$	102,811		$	78,651		$	288,679		$	217,722
Deferred revenue, end of period		192,598			141,147			192,598			141,147
Less: deferred revenue, beginning of period		(183,004	)		(130,349	)		(186,413	)		(120,057	)
Billings	$	112,405		$	89,449		$	294,864		$	238,812

For the remainder of fiscal year 2017, we expect to continue focusing on standardizing on annual payment frequencies which, over time, we anticipate will mitigate fluctuations in billings which are not correlated to future revenue. This shift will not alter related revenue recognition or the related growth rates of revenue; however, to the extent we see a relatively lower percentage of multi-year pre-payments as a result, this shift will naturally cause billings growth to decelerate faster than we would expect revenue growth for the year to decelerate. In addition, as we have gained and expect to continue to gain more traction with large enterprise customers, we also anticipate our quarterly billings to increasingly concentrate in the back half of our fiscal year, especially in the fourth quarter. Therefore, while billings continue to be a key business metric for us, we expect the relationship between billings and revenue in the remainder of fiscal year 2017 to be different from the correlation in more recent years and, therefore, past results are not expected to be indicative of future results, particularly in the quarterly periods throughout the year. Specifically, we expect our billings growth rate to decelerate faster than we expect revenue growth rates to decelerate.

Free Cash Flow

We define free cash flow as cash used in operating activities less purchases of property and equipment, principal payments of capital lease obligations, and other items that did not or are not expected to require cash settlement and which management considers to be outside of our core business. We specifically identify other adjusting items in our reconciliation of GAAP to non-GAAP financial measures. Historically, these items have included restricted cash used to guarantee a significant letter of credit for our Redwood City headquarters. We consider free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in our business and strengthening the balance sheet; but it is not intended to represent the residual cash flow available for discretionary expenditures. A reconciliation of free cash flow to cash used in operating activities, its nearest GAAP equivalent, is presented in the non-GAAP Financial Measures section of this report. The presentation of free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

Free cash flow for the nine months ended October 31, 2016 was ($35.0) million, an improvement of $59.9 million as compared to the nine months ended October 31, 2015. The increase in free cash flow was primarily driven by a decrease in cash used in operations of $55.2 million and a decrease in capital expenditures of $34.2 million, partially offset by an increase in capital lease obligation payments of $4.5 million. Free cash flow for the nine months ended October 31, 2015 included a $25 million adjustment for the restricted cash used to guarantee a letter of credit for our Redwood City headquarters. The primary factors affecting the increase in cash flow from operations include the improvement of net loss by $37.7 million, changes in our operating assets and liabilities of $1.1 million, and non-cash charges of $16.4 million. The decrease in capital expenditures was primarily due to a reduction in capital expenditures related to the completion of our new Redwood City headquarters. In addition, there was a reduction in expenditures for data center assets as well as an increase in the total data center assets financed through capital leases. As we move into new data center facilities and continue to invest in our data center operations, we expect capital lease obligations to increase in the foreseeable future. Our tighter working capital management and completion of Redwood City headquarters are driving significant improvements in free cash flow.

Retention Rate

We calculate our retention rate as of a period end by starting with the annual contract value (ACV) from customers with contract value of $5,000 or more as of 12 months prior to such period end (Prior Period ACV) and a subscription term of at least 12 months. We then calculate ACV from these same customers as of the current period end (Current Period ACV). Finally, we divide the aggregate Current Period ACV for the trailing 12 month period by the aggregate Prior Period ACV for the trailing 12 month period to arrive at our retention rate. We believe our retention rate is an important metric that provides insight into the long-term value of our subscription agreements and our ability to retain and grow revenue from our customer base. We focus on contracts that have a value of $5,000 or more because, over time, these customers give us the best indicator for the growth of our business and the potential for incremental business as they renew and expand their deployments, and contracts with these customers represented a substantial

majority of our revenue for the nine months ended October 31, 2016. Retention rate is an operational metric and there is no comparable GAAP financial measure to which we can reconcile this particular key metric.

Our retention rate was approximately 115% and 119% as of October 31, 2016 and 2015, respectively. The calculation of our retention rate reflects both net user expansion and the loss of customers who do not renew their subscriptions with us, which was below 5% for enterprise customers of the Prior Period ACV. Our retention rates consistently exceeded 100% and were primarily attributable to an increase in user expansion, from both enterprise and small and medium business customers. We believe our investments in product, Customer Success, and Box Consulting are driving our strong customer retention results. As we penetrate customer accounts, we expect our rate of growth in expansion to trend down over time but our retention rate to remain above 100% for the foreseeable future.

Components of Results of Operations

Revenue

We derive our revenue from three sources: (1) subscription revenue, which is comprised of subscription fees from customers utilizing our cloud-based enterprise content platform and other subscription-based services, which all include routine customer support; (2) revenue from customers purchasing our premier support package; and (3) revenue from professional services such as implementing best practice use cases, project management and implementation consulting services.

To date, practically all of our revenue has been derived from subscription and premier support services. Subscription and premier support revenue is driven primarily by the number of customers, the number of seats sold to each customer and the price of our services.

Subscription and premier support revenue is recognized ratably over the contract term beginning on the later of the date the service is provisioned to the customer and the date all other revenue recognition criteria have been met. Our subscription and support contracts are typically non-cancellable and do not contain refund-type provisions. The majority of our customers subscribe to our service through one-year contracts, although we also offer our services for terms ranging between one month to three years or more. We typically invoice our customers at the beginning of the term, in multiyear, annual, quarterly or monthly installments. Amounts that have been invoiced are initially recorded as deferred revenue and are recognized ratably over the invoice period. Amounts that have not been invoiced are not reflected in deferred revenue.

Professional services revenue is recognized as the services are rendered for time and material contracts, and using the proportional performance method over the period the services are performed for fixed price contracts. Professional services revenue was not material for all periods presented.

Revenue is presented net of sales and other taxes we collect on behalf of governmental authorities.

Cost of Revenue

Our cost of revenue consists primarily of costs related to providing our cloud-based services to our paying customers, including employee compensation and related expenses for datacenter operations, customer support and professional services personnel, payments to outside infrastructure service providers, depreciation of servers and equipment, security services and other tools, as well as amortization of acquired technology. We allocate overhead such as rent, information technology costs and employee benefit costs to all departments based on headcount. As such, general overhead expenses are reflected in cost of revenue and each of the operating expense categories set forth below. We expect our cost of revenue to increase in dollars and may increase as a percentage of revenue as we continue to invest in our datacenter operations and customer support to support the growth of our business, our customer base, as well as our international expansion.

Operating Expenses

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel costs are the most significant component of each category of operating expenses. Operating expenses also include allocated overhead costs for facilities, information technology costs and employee benefit costs.

Research and Development. Research and development expense consists primarily of employee compensation and related expenses, as well as allocated overhead. Our research and development efforts are focused on scaling our platform, adding enterprise grade features, functionality and security, and enhancing the ease of use of our cloud-based services. We expect our research and development expense to increase in dollars but decrease as a percentage of revenue over time, as we continue to invest in our future products and services.

Sales and Marketing. Sales and marketing expense consists primarily of employee compensation and related expenses, sales commissions, marketing programs, travel-related expenses, as well as allocated overhead. Marketing programs include but are not limited to advertising, events, corporate communications, brand building, and product marketing. Sales and marketing expense also consists o f datacenter and customer support costs related to providing our cloud-based services to our free users. We market and sell our cloud-based services worldwide through our direct sales organization and through indirect distribution channels such as strategi c resellers. We expect our sales and marketing expense to continue to increase in dollars but decrease as a percentage of revenue over time as we increase the size of our sales and marketing organization and expand our international presence.

General and Administrative. General and administrative expense consists primarily of employee compensation and related expenses for administrative functions including finance, legal, human resources, recruiting, information systems and fees for external professional services and cloud based enterprise systems as well as allocated overhead. External professional services fees are primarily comprised of outside legal, litigation, accounting, temporary services, audit and outsourcing services. We expect our general and administrative expense to increase in dollars but to decrease as a percentage of revenue over time as we incur additional costs related to operating as a publicly-traded company including systems, audit, legal, regulatory and other related fees.

Interest Expense, Net

Interest expense, net consists of interest expense and interest income. Interest expense consists of interest charges for our line of credit, fees on our letter of credit, and the amortization of capitalized debt issuance costs. Interest income consists of interest earned on our cash, cash equivalents, marketable securities, and restricted cash. We have historically invested our cash in overnight deposits and short term, investment-grade corporate debt, and asset backed securities. As of October 31, 2016, we had no marketable securities in our investment portfolio.

Other Income (Expense), Net

Other income (expense), net consists primarily of gains and losses from foreign currency transactions and other income (expense).

Provision for Income Taxes

Provision for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business and state income taxes in the United States, offset, when applicable, by the tax benefit recognized from the release of our valuation allowance in connection with certain acquisitions.

Results of Operations

The following tables set forth our results of operations for the periods presented in dollars and as a percentage of our revenue:

	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2016			2015			2016			2015
	(in thousands)						(in thousands)
Revenue	$	102,811		$	78,651		$	288,679		$	217,722
Cost of revenue(1)(2)		27,115			23,630			82,576			61,419
Gross profit		75,696			55,021			206,103			156,303
Operating expenses:
Research and development(2)		29,652			26,324			84,824			75,911
Sales and marketing(2)		66,796			63,972			186,454			178,927
General and administrative(1)(2)		16,999			19,757			49,087			52,904
Total operating expenses		113,447			110,053			320,365			307,742
Loss from operations		(37,751	)		(55,032	)		(114,262	)		(151,439	)
Interest expense, net		(222	)		(30	)		(587	)		(773	)
Other (expense) income, net		(22	)		165			609			57
Loss before provision for income taxes		(37,995	)		(54,897	)		(114,240	)		(152,155	)
Provision for income taxes		238			220			670			420
Net loss	$	(38,233	)	$	(55,117	)	$	(114,910	)	$	(152,575	)
Net loss per common share, basic and diluted	$	(0.30	)	$	(0.45	)	$	(0.91	)	$	(1.27	)
Weighted-average shares used to compute net loss per share, basic and diluted		128,275			121,796			126,712			120,537

(1) Includes intangible assets amortization as follows:
	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2016			2015			2016			2015
	(in thousands)						(in thousands)
Cost of revenue	$	506		$	1,431		$	2,804		$	4,010
General and administrative		39			39			116			117
Total intangible assets amortization	$	545		$	1,470		$	2,920		$	4,127

(2) Includes stock-based compensation expense as follows:
	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2016			2015			2016			2015
	(in thousands)						(in thousands)
Cost of revenue	$	1,986		$	1,272		$	5,328		$	3,164
Research and development		7,730			6,455			21,602			18,021
Sales and marketing		6,744			5,005			18,390			14,030
General and administrative		3,457			2,672			9,750			7,632
Total stock-based compensation	$	19,917		$	15,404		$	55,070		$	42,847

	Three Months Ended								Nine Months Ended
	October 31,								October 31,
	2016				2015				2016				2015
Percentage of Revenue:
Revenue		100		%		100		%		100		%		100		%
Cost of revenue(1)(2)		26				30				29				28
Gross profit		74				70				71				72
Operating expenses:
Research and development(2)		29				33				29				35
Sales and marketing(2)		65				82				65				83
General and administrative(1)(2)		17				25				17				24
Total operating expenses		111				140				111				142
Loss from operations		(37	)			(70	)			(40	)			(70	)
Interest expense, net		—				—				—				—
Other income (expense), net		—				—				—			`
Loss before provision for income taxes		(37	)			(70	)			(40	)			(70	)
Provision for income taxes		—				—				—				—
Net loss		(37	)	%		(70	)	%		(40	)	%		(70	)	%

(1) Includes intangible assets amortization as follows:
	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2016			2015			2016			2015
Cost of revenue		—	%		2	%		1	%		2	%
General and administrative	—			—			—			—
Total intangible assets amortization		—	%		2	%		1	%		2	%

(2) Includes stock-based compensation expense as follows:
	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2016			2015			2016			2015
Cost of revenue		2	%		2	%		2	%		1	%
Research and development		8			9			7			9
Sales and marketing		7			6			6			6
General and administrative		3			3			3			4
Total stock-based compensation		20	%		20	%		18	%		20	%

Comparison of the Three Months Ended October 31, 2016 and 2015

Revenue

	Three Months Ended
	October 31,
	2016		2015		$ Change		% Change
	(dollars in thousands)
Revenue	$	102,811	$	78,651	$	24,160		31	%

Revenue was $102.8 million for the three months ended October 31, 2016, compared to $78.7 million for the three months ended October 31, 2015, representing an increase of $24.2 million, or 31%. The increase in revenue was primarily driven by an increase in subscription services. The increase in subscription services was due to the addition of new customers, as the number of paying organizations increased by more than 28% from October 31, 2015 to 2016. Also in this period, we experienced increased renewals from, and expansion within, existing customers as they broadened their deployment of our product offerings, as reflected in our retention rate of 115% as of October 31, 2016.

Cost of Revenue

	Three Months Ended
	October 31,
	2016			2015			$ Change		% Change
	(dollars in thousands)
Cost of revenue	$	27,115		$	23,630		$	3,485		15	%
Percentage of revenue		26	%		30	%

Cost of revenue was $27.1 million, or 26% of revenue, for the three months ended October 31, 2016, compared to $23.6 million, or 30% of revenue, for the three months ended October 31, 2015, representing an increase of $3.5 million, or 15%. The increase in absolute dollars was primarily due to an increase of $1.9 million in datacenter service costs, an increase of $1.1 million in stock-based compensation expense primarily driven by an increase in merit grants, an increase of $0.7 million in rent primarily related to the expansion of new data centers, an increase of $0.4 million in enterprise subscription software costs, and an increase in investments for our growing paid users. The increase was partially offset by a $1.2 million net decrease in depreciation primarily related to the increase in useful lives of certain data center equipment, and a $0.9 million decrease in the amortization of certain intangible assets that reached the end of their estimated useful lives. Despite an increase in absolute dollars, cost of revenue as a percentage of revenue decreased 4 points year over year. While we continued to invest in our data center infrastructure, we were able to do so at a lower percentage of revenue year over year .

Research and Development

	Three Months Ended
	October 31,
	2016			2015			$ Change		% Change
	(dollars in thousands)
Research and development	$	29,652		$	26,324		$	3,328		13	%
Percentage of revenue		29	%		33	%

Research and development expenses were $29.7 million, or 29% of revenue, for the three months ended October 31, 2016, compared to $26.3 million, or 33% of revenue, for the three months ended October 31, 2015, representing an increase of $3.3 million, or 13%. The increase in absolute dollars was primarily due to an increase of $1.3 million in stock-based compensation expense primarily due to an increase in merit grants, an increase of $1.1 million in outside agency consulting services, an increase of $0.9 million in data center costs used for research and development activities, and an increase of $0.2 million in employee and related costs primarily related to the timing of key new hires. Despite an increase in absolute dollars spent, research and development expense as a percentage of revenue decreased 4 points year over year. While we continued to invest in our product and service offerings and develop new products to further differentiate our offerings, we were able to do so at a lower percentage of revenue year over year as our revenue growth outpaced our research and development spending .

Sales and Marketing

	Three Months Ended
	October 31,
	2016			2015			$ Change		% Change
	(dollars in thousands)
Sales and marketing	$	66,796		$	63,972		$	2,824		4	%
Percentage of revenue		65	%		82	%

Sales and marketing expenses were $66.8 million, or 65% of revenue, for the three months ended October 31, 2016, compared to $64.0 million, or 82% of revenue, for the three months ended October 31, 2015, representing an increase of $2.8 million, or 4%. The increase in absolute dollars was primarily due to an increase of $3.0 million in employee and related costs and an increase of $1.7 million in stock-based compensation expense primarily driven by the increase in headcount from 621 employees as of October 31, 2015 to 659 employees as of October 31, 2016 and an increase in merit grants. In addition, there was an increase of $1.0 million in allocated costs for information technology (“IT”) software and support and an increase of $0.5 million in outside agency and contractor costs . The increase was partially offset by a $3.3 million decrease in datacenter and customer support costs to support our free users. Sales and marketing expenses as a percentage of revenue decreased 17 points year over year due to improved marketing efficiency, as our sales and marketing expenses are generally higher for acquiring new customers versus expansions or renewals of existing customer subscriptions, and a decrease in cost to support our free users. Over time, as our existing customer base grows and a

relatively higher percentage of our revenue is attributable to renewals versus new or expanding Box deployments, we expect that sales and marketing expenses will decrease as a percentage of reve nue. We continue to invest aggressively to capture our large market opportunity and capitalize on our competitive position, while growing our productivity and efficiency to achieve our long-term margin objectives.

General and Administrative

	Three Months Ended
	October 31,
	2016			2015			$ Change			% Change
	(dollars in thousands)
General and administrative	$	16,999		$	19,757		$	(2,758	)	(14)%
Percentage of revenue		17	%		25	%

General and administrative expenses were $17.0 million, or 17% of revenue, for the three months ended October 31, 2016, compared to $19.8 million, or 25% of revenue, for the three months ended October 31, 2015, representing a decrease of $2.8 million, or 14%. The decrease in absolute dollars was primarily due to a decrease of $1.2 million in litigation costs primarily attributable to the settlement agreement reached with Open Text in the three months ended April 30, 2016 and a decrease of $0.9 million in rent expense primarily related to the timing of sublease income and temporarily concurrent rent expense for our Redwood City headquarters and former Los Altos headquarters, and various operational improvements. The decrease was partially offset by an increase in stock-based compensation expense of $0.8 million primarily as a result of an increase in merit grants.

Comparison of the Nine Months Ended October 31, 2016 and 2015

Revenue

	Nine Months Ended
	October 31,
	2016		2015		$ Change		% Change
	(dollars in thousands)
Revenue	$	288,679	$	217,722	$	70,957		33	%

Revenue was $288.7 million for the nine months ended October 31, 2016, compared to $217.7 million for the nine months ended October 31, 2015, representing an increase of $71.0 million, or 33%. The increase in revenue was primarily driven by an increase in subscription services. The increase in subscription services was due to the addition of new customers, as the number of paying organizations increased by more than 28% from October 31, 2015 to 2016. Also in this period, we experienced increased renewals from, and expansion within, existing customers as they broadened their deployment of our product offerings, as reflected in our retention rate of 115% as of October 31, 2016.

Cost of Revenue

	Nine Months Ended
	October 31,
	2016			2015			$ Change		% Change
	(dollars in thousands)
Cost of revenue	$	82,576		$	61,419		$	21,157		34	%
Percentage of revenue		29	%		28	%

Cost of revenue was $82.6 million, or 29% of revenue, for the nine months ended October 31, 2016, compared to $61.4 million, or 28% of revenue, for the nine months ended October 31, 2015, representing an increase of $21.2 million, or 34%. The increase in absolute dollars was primarily due to an increase of $3.3 million in stock-based compensation expense primarily driven by the increase in merit grants and an increase of $2.8 million in employee and related costs primarily due to the timing of new hires. In addition, there was an increase of $6.0 million in datacenter service costs, an increase of $1.7 million in enterprise subscription software expenses, an increase of $1.4 million in depreciation primarily related to the increase in useful lives of certain data center assets not acquired under capital leases, an increase of $1.4 million in rent primarily related to the expansion of new data centers, an increase of $1.3 million in allocated costs for IT software and support, an increase of $1.1 million in outside agency costs, and an increase in investments for our growing paid users. Cost of revenue as a percentage of revenue increased 1 point year-over-year primarily due to our continued investments in our data center infrastructure and Box Consulting to support our expected growth in paying customers and new products.

Research and Development

	Nine Months Ended
	October 31,
	2016			2015			$ Change		% Change
	(dollars in thousands)
Research and development	$	84,824		$	75,911		$	8,913		12	%
Percentage of revenue		29	%		35	%

Research and development expenses were $84.8 million, or 29% of revenue, for the nine months ended October 31, 2016, compared to $75.9 million, or 35% of revenue, for the nine months ended October 31, 2015, representing an increase of $8.9 million, or 12%. The increase in absolute dollars was primarily due to an increase of $3.6 million in stock-based compensation expense primarily due to an increase in merit grants, an increase of $2.4 million in data center costs used for research and development activities, an increase of $1.5 million in allocated costs for IT software and support services, an increase of $1.0 million in outside agency costs, and an increase in employee related costs of $0.4 million related to the timing of key new hires. Despite an increase in absolute dollars, research and development expense as a percentage of revenue decreased 6 points year over year. While we continued to invest in our product and service offerings and develop new products and further differentiate our offerings, we were able to do so at a lower percentage of revenue year over year as our revenue growth outpaced our research and development spending .

Sales and Marketing

	Nine Months Ended
	October 31,
	2016			2015			$ Change		% Change
	(dollars in thousands)
Sales and marketing	$	186,454		$	178,927		$	7,527		4	%
Percentage of revenue		65	%		83	%

Sales and marketing expenses were $186.5 million, or 65% of revenue, for the nine months ended October 31, 2016, compared to $178.9 million, or 83% of revenue, for the nine months ended October 31, 2015, representing an increase of $7.5 million, or 4%. The increase in absolute dollars was primarily due to an increase of $8.1 million in employee and related costs, and an increase of $4.4 million in stock-based compensation expense primarily driven by the increase in headcount from 621 employees as of October 31, 2015 to 659 employees as of October 31, 2016 and an increase in merit grants, an increase of $2.7 million in allocated costs for IT software and support services, and an increase of $0.8 million in outside agency and contractor costs. The increase was partially offset by a $7.9 million decrease in datacenter and customer support costs to support our free users and a $1.1 million decrease in marketing events. Sales and marketing expenses as a percentage of revenue decreased 18 points year over year due to improved marketing efficiency, as our sales and marketing expenses are generally higher for acquiring new customers versus expansions or renewals of existing customer subscriptions, and a decrease in cost to support our free users. Over time, as our existing customer base grows and a relatively higher percentage of our revenue is attributable to renewals versus new or expanding Box deployments, we expect that sales and marketing expenses will decrease as a percentage of revenue. We continue to invest aggressively to capture our large market opportunity and capitalize on our competitive position, while growing our productivity and efficiency to achieve our long-term margin objectives.

General and Administrative

	Nine Months Ended
	October 31,
	2016			2015			$ Change			% Change
	(dollars in thousands)
General and administrative	$	49,087		$	52,904		$	(3,817	)	(7)%
Percentage of revenue		17	%		24	%

General and administrative expenses were $49.1 million, or 17% of revenue, for the nine months ended October 31, 2016, compared to $52.9 million, or 24% of revenue, for the nine months ended October 31, 2015, representing a decrease of $3.8 million, or 7%. The decrease in absolute dollars was primarily due to a decrease of $5.5 million in litigation and legal settlement costs primarily attributable to the settlement agreement reached with Open Text in the three months ended April 30, 2016 , a decrease of $1. 8 million in rent expense primarily related to temporarily concurrent expenses between Redwood City headquarters and former Los Altos headquarters and the timing of sublease income, a decrease of $0.6 million in outside consulting services, and various operational improvements. This was partially offset by an increase in employee and related costs of $3.7 million primarily due to the timing of new hires and an increase in stock-based compensation expense of $2.1 million primarily as a result of an increase in merit grants.

Liquidity and Capital Resources

	Nine Months Ended
	October 31,
	2016			2015
	(in thousands)
Net cash used in operating activities	$	(15,939	)	$	(71,186	)
Net cash used in investing activities		(6,258	)		(73,578	)
Net cash provided by financing activities		4,203			4,038

As of October 31, 2016, we had cash and cash equivalents of $167.8 million. Our cash and cash equivalents are comprised primarily of overnight cash deposits. We have generated significant operating losses and negative cash flows from operations as reflected in our accumulated deficit and consolidated statements of cash flows. We may continue to incur operating losses and negative cash flows from operations in the future and may require additional capital resources to execute strategic initiatives to grow our business.

Since our inception, we have financed our operations primarily through equity, cash generated from sales and, to a lesser extent, debt financing. We believe our existing cash and cash equivalents, together with our credit facilities, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, subscription renewal activity, billing frequency, the timing and extent of spending to support development efforts, the expansion of sales and marketing and international operation activities, the introduction of new and enhanced services offerings, and the continuing market acceptance of our services. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected.

In December 2015, we entered into a new revolving credit facility (December 2015 Facility). The December 2015 Facility provides for a revolving loan facility in the amount of up to $40.0 million maturing in December 2017. The December 2015 Facility is denominated in U.S. dollars and, depending on certain conditions, each borrowing is subject to a floating interest rate equal to either t he prime rate plus a spread of 0.25% to 2.75% or a reserve adjusted LIBOR rate (based on one, three or six-month interest periods) plus a spread of 1.25% to 3.75%. Although no minimum deposit is required for the December 2015 Facility, we are eligible for the lowest interest rate if we maintain at least $40 million in deposits with the lender . In addition, there is an annual fee of 0.2% on the total commitment amount. At closing, we drew $40.0 million at 1.82% (six month LIBOR plus 1.25%) which we used to repay the outstanding principal balance under the August 2013 Facility. Borrowings under the December 2015 Facility are collateralized by substantially all of our assets in the United States. It also contains various covenants, including covenants related to the delivery of financial and other information, the maintenance of quarterly financial covenants, as well as customary limitations on dispositions, mergers or consolidations and other corporate activities.

Operating Activities

For the nine months ended October 31, 2016, cash used in operating activities was $15.9 million, or $12.1 million after excluding a $3.8 million payment related to a legal settlement. The primary factor affecting our operating cash flows during this period was our net loss of $114.9 million and changes in our operating assets and liabilities of $1.3 million, partially offset by non-cash charges of $100.3 million. Non-cash charges consisted primarily of $55.1 million for stock-based compensation, $31.5 million for depreciation and amortization of our property and equipment and intangible assets, and $13.6 million for amortization of deferred commissions. The primary drivers of the changes in operating assets and liabilities were a $18.2 million net decrease in accounts payable, accrued expenses and other liabilities and a $10.1 million increase in deferred commissions, partially offset by a $13.5 million decrease in accounts receivable, a $6.2 million increase in deferred revenue, a $4.1 million decrease in prepaid expenses and other assets and a $3.1 million increase in deferred rent. The decrease in accounts receivable was primarily due to an increased focus on annual rather than multi-year payment frequency, increasing seasonality in our business and the timing of cash collections. The increase in deferred commissions was due to additions and expanded deployment with paying customers in the nine months ended October 31, 2016. The decrease in accounts payable, accrued expenses and other liabilities was primarily attributable to a decrease in capital expenditures for the nine months ended October 31, 2016.

Investing Activities

Cash used in investing activities of $6.3 million for the nine months ended October 31, 2016 was primarily due to $13.6 million of capital expenditures primarily related to our new Redwood City headquarters, partially offset by $7.3 million of proceeds from sales and maturities of marketable securities.

Financing Activities

Cash provided by financing activities of $4.2 million for the nine months ended October 31, 2016 was primarily due to $15.7 million of proceeds from issuances of common stock under the 2015 ESPP and $7.6 million of proceeds from exercise of stock options, partially offset by $13.6 million of employee payroll taxes paid related to net share settlement of restricted stock units and $5.4 million of payments of capital lease obligations.

Contractual Obligations and Commitments

The following summarizes our contractual obligations and commitments as of October 31, 2016:

			Payments Due by Period (in thousands)
			Less Than 1						More Than
	Total		Year		1-3 Years		3-5 Years		5 Years
Debt(1)	$	40,991	$	913	$	40,078	$	—	$	—
Operating lease obligations, net of sublease income amounts (2)		283,468		21,015		53,356		57,433		151,664
Capital leases(3)		26,215		11,236		13,964		1,015		—
Purchase obligations(4)		14,354		12,513		1,841		—		—
Total	$	365,028	$	45,677	$	109,239	$	58,448	$	151,664

(1)	Includes interest and unused commitment fee on our line of credit.

(2)

Includes operating lease obligations for our buildings and certain data centers. As of October 31, 2016, we expect to receive sublease income of $12.1 million from tenants in certain of our leased building facilities. The amounts set forth in the table above are net of these sublease income amounts.

(3)	Includes obligations related to our datacenter hardware.

(4)	Purchase obligations relate primarily to datacenter operations and sales and marketing activities.

Off-Balance Sheet Arrangements

Through October 31, 2016, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Acco unting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting policies and estimates during the nine months ended October 31, 2016 from those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended January 31, 2016. See Part I, Item 1. Financial Statements —Note 1 for information regarding a change in estimate related to useful lives of certain data center assets.

Recent Accounting Pronouncement

See Part I, Item 1. Financial Statements—Note 1 for information regarding the effect of new accounting pronouncements on our financial statements.

Non-GAAP Financial Measures

Regulation S-K Item 10(e), “Use of Non-GAAP Financial Measures in Commission Filings,” defines and prescribes the conditions for use of non-GAAP financial information. Our measures of non-GAAP operating loss, non-GAAP operating margin, non-GAAP net loss, non-GAAP net loss per share, and free cash flow (collectively, the non-GAAP financial measures) each meet the definition of a non-GAAP financial measure.

We use these non-GAAP financial measures and our key metrics for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures and key metrics provide meaningful supplemental information regarding our performance by excluding certain expenses that may not be indicative of our recurring core business operating results. We believe that both management and investors benefit from referring to these non-GAAP financial measures and key metrics in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures and key metrics also facilitate management's internal comparisons to our historical performance as well as comparisons to our competitors' operating results. We believe these non-GAAP financial measures and key metrics are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.

Non-GAAP operating loss and operating margin

We define non-GAAP operating loss as operating loss excluding expenses related to stock-based compensation (SBC), intangible assets amortization, and as applicable, other special items. We specifically identify other adjusting items in our reconciliation of GAAP to Non-GAAP financial measures. Non-GAAP operating margin is defined as non-GAAP operating loss divided by revenue. Although stock-based compensation is an important aspect of the compensation of Box’s employees and executives, determining the fair value of certain of the stock-based instruments we utilize involves a high degree of judgment and estimation and the expense recorded may bear little resemblance to the actual value realized upon the vesting or future exercise of the related stock-based awards. Furthermore, unlike cash compensation, the value of stock options, which is an element of our ongoing stock-based compensation expense, is determined using a complex formula that incorporates factors, such as market volatility, that are beyond our control. For restricted stock unit awards, the amount of stock-based compensation expenses is not reflective of the value ultimately received by the grant recipients. Management believes it is useful to exclude stock-based compensation in order to better understand the long-term performance of our core business and to facilitate comparison of our results to those of peer companies. Management also views amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s developed technology and trade names, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period. We further exclude expenses related to certain litigation because they are considered by management to be special items outside our core operating results.

Non-GAAP net loss, and net loss per share

We define non-GAAP net loss as net loss excluding expenses related to SBC, intangible assets amortization and as applicable, other special items. We specifically identify other adjusting items in our reconciliation of GAAP to Non-GAAP financial measures. We define non-GAAP net loss per share as non-GAAP net loss divided by the weighted average outstanding shares. We exclude these special items, including expenses related to certain litigation, because they are considered by management to be outside our core operating results.

Free Cash Flow

We define free cash flow as cash provided by (used in) operating activities less purchases of property and equipment, principal payments of capital lease obligations, and other items that did not or are not expected to require cash settlement and which management considers to be outside of our core business. We specifically identify other adjusting items in our reconciliation of GAAP to Non-GAAP financial measures. Historically, these items have included restricted cash used to guarantee a significant letter of credit for our Redwood City headquarters. We consider free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in our business and strengthening the balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. A reconciliation of free cash flow to cash used in operating activities, its nearest GAAP equivalent, is presented below. The presentation of free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

Limitations on the use of non-GAAP financial measures

A limitation of our non-GAAP financial measures is that they do not have uniform definitions. Our definitions will likely differ from the definitions used by other companies, including peer companies, and therefore comparability may be limited. Thus, our non-GAAP measures should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP. Additionally, in the case of stock-based expense, if we did not pay a portion of compensation in the form of stock-based expense, the cash salary expense included in costs of revenue and operating expenses would be higher which would affect our cash position.

We compensate for these limitations by reconciling non-GAAP financial measures to the most comparable GAAP financial measures. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view our non-GAAP financial measures in conjunction with the most comparable GAAP financial measures.

Our reconciliation of the non-GAAP financial measures for the three and nine months ended October 31, 20 16 and 2015 are as follows (in thousands, except per share data and percentages):

	Three Months Ended								Nine Months Ended
	October 31,								October 31,
	2016				2015				2016				2015
	(in thousands)								(in thousands)
GAAP operating loss	$	(37,751	)		$	(55,032	)		$	(114,262	)		$	(151,439	)
Stock-based compensation		19,917				15,404				55,070				42,847
Intangible assets amortization		545				1,470				2,920				4,127
Expenses related to a legal verdict(1)		—				299				(1,664	)			1,277
Non-GAAP operating loss	$	(17,289	)		$	(37,859	)		$	(57,936	)		$	(103,188	)

GAAP operating margin		(37	)	%		(70	)	%		(40	)	%		(70	)	%
Stock-based compensation		19				20				19				20
Intangible assets amortization		1				2				1				2
Expenses related to a legal verdict(1)		—				—				(1	)			1
Non-GAAP operating margin		(17	)	%		(48	)	%		(21	)	%		(47	)	%

GAAP net loss	$	(38,233	)		$	(55,117	)		$	(114,910	)		$	(152,575	)
Stock-based compensation		19,917				15,404				55,070				42,847
Intangible assets amortization		545				1,470				2,920				4,127
Expenses related to a legal verdict(1)		—				299				(1,664	)			1,277
Non-GAAP net loss	$	(17,771	)		$	(37,944	)		$	(58,584	)		$	(104,324	)

GAAP net loss per share, basic and diluted	$	(0.30	)		$	(0.45	)		$	(0.91	)		$	(1.27	)
Stock-based compensation		0.16				0.13				0.43				0.36
Intangible assets amortization		—				0.01				0.02				0.03
Expenses related to a legal verdict(1)		—				—				—				0.01
Non-GAAP net loss per share, basic and diluted	$	(0.14	)		$	(0.31	)		$	(0.46	)		$	(0.87	)
Weighted-average shares outstanding, basic and diluted		128,275				121,796				126,712				120,537

GAAP net cash used in operating activities	$	(6,829	)		$	(17,343	)		$	(15,939	)		$	(71,186	)
Restricted cash used to guarantee a letter of credit for Redwood City HQ		—				—				—				25,000
Purchases of property and equipment		(1,892	)			(19,998	)			(13,639	)			(47,842	)
Payments of capital lease obligations		(2,178	)			(508	)			(5,439	)			(928	)
Free cash flow	$	(10,899	)		$	(37,849	)		$	(35,017	)		$	(94,956	)

(1)	Included in general and administrative expenses in the consolidated statements of operations.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We had cash and cash equivalents and restricted cash of $194.9 million as of October 31, 2016. Our cash equivalents and restricted cash primarily consist of overnight deposits and certificates of deposit. All restricted cash is recorded at its estimated fair value. We do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates and we do not enter into investments for trading or speculative purposes.

In December 2015, we entered into a revolving credit facility (December 2015 Facility) in the amount of up to $40.0 million maturing in December 2017. The December 2015 Facility is denominated in U.S. dollars and, depending on certain conditions, each borrowing is subject to a floating interest rate equal to either the prime rate plus a spread of 0.25% to 2.75% or a reserve adjusted LIBOR rate (based on one, three or six-month interest periods) plus a spread of 1.25% to 3.75%. Although no minimum deposit is required for the December 2015 Facility, we are eligible for the lowest interest rate if we maintain at least $40 million in deposits with the lender.

Interest rate risk also reflects our exposure to movements in interest rates associated with the December 2015 Facility. As of October 31, 2016, we had total debt outstanding with a carrying amount of $40 million which approximates fair value. A hypothetical 10% increase or decrease in interest rates after October 31, 2016 would not have a materi al impact on the fair value of our outstanding debt.

Foreign Currency Risk

Our sales contracts are denominated predominantly in U.S. dollars and, to a lesser extent, British Pounds, Euros, Japanese Yen, Australian Dollars, and Canadian Dollars. Consequently, our customer billings denominated in foreign currency are subject to foreign currency exchange risk. A portion of our operating expenses are incurred outside the United States and are denominated in foreign currencies, which are also subject to fluctuations due to changes in foreign currency exchange rates. Additionally, fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our statement of operations. To date we have managed our foreign currency risk by maintaining offsetting assets and liabilities and minimizing non-USD cash balances, and have not entered into derivatives or hedging transactions as our exposure to foreign currency exchange rates has not been material to our historical operating results; however, we may do so in the future if our exposure to foreign currency should become more significant. There were no significant foreign exchange gains or losses in the nine months ended October 31, 2016 and 2015.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHE R INFORMATION

Item 1. LEGAL PROCEEDINGS

From time to time, we are a party to litigation and subject to claims that arise in the ordinary course of business. We investigate these claims as they arise, and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Although the results of litigation and claims cannot be predicted with certainty, we believe there was not at least a reasonable possibility that we had incurred a material loss with respect to such loss contingencies as of October 31, 2016.

Item 1A. RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making a decision to invest in our Class A common stock. If any of the risks actually occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business and Our Industry

We have a history of cumulative losses, and we do not expect to be profitable for the foreseeable future.

We have incurred significant losses in each period since our inception in 2005. We incurred net losses of $202.9 million in our fiscal year ended January 31, 2016, $168.2 million in our fiscal year ended January 31, 2015, $168.6 million in our fiscal year ended January 31, 2014, and $114.9 million in the nine months ended October 31, 2016. As of October 31, 2016, we had an accumulated deficit of $847.3 million. These losses and accumulated deficit reflect the substantial investments we made to acquire new customers and develop our services. We intend to continue scaling our business to increase our number of users and paying organizations and to meet the increasingly complex needs of our customers. We have invested, and expect to continue to invest, in our sales and marketing organizations to sell our services around the world and in our development organization to deliver additional features and capabilities of our cloud services to address our customers’ evolving needs. We also expect to continue to make significant investments in our datacenter infrastructure and in our professional service organization as we focus on customer success. As a result of our continuing investments to scale our business in each of these areas, we do not expect to be profitable for the foreseeable future. Furthermore, to the extent we are successful in increasing our customer base, we will also incur increased losses due to upfront costs associated with acquiring new customers, particularly as a result of the limited free trial version of our service, and the nature of subscription revenue which is generally recognized ratably over the term of the subscription period, which is typically one year, although we also offer our services for terms ranging from one month to three years or more. We cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will sustain profitability.

We have a limited operating history, which makes it difficult to predict our future operating results.

We were incorporated and introduced our first service in 2005. As a result of our limited operating history, our ability to accurately forecast our future operating results is limited and subject to a number of uncertainties. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. If our assumptions regarding these risks and uncertainties (which we use to plan our business) are incorrect or change due to changes in our markets, or if we do not address these risks and uncertainties successfully, our operating and financial results could differ materially from our expectations, and our business could suffer.

The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

The market for cloud-based enterprise content management and collaboration services is fragmented, rapidly evolving and highly competitive, with relatively low barriers to entry for certain applications and services. Many of our competitors and potential competitors are larger and have greater name recognition, substantially longer operating histories, larger marketing budgets and significantly greater resources than we do. Our competitors include, but are not limited to, Microsoft, Google, Dropbox, Citrix and Open Text. With the introduction of new technologies and market entrants, we expect competition to continue to intensify in the future. If we fail to compete effectively, our business will be harmed. Some of our principal competitors offer their products or services at a lower price, which has resulted in pricing pressures on our business. If we are unable to achieve our target pricing levels, our operating results would be negatively impacted. In addition, pricing pressures and increased competition generally could result in reduced sales, lower margins, losses or the failure of our services to achieve or maintain widespread market acceptance, any of which could harm our business.

Many of our competitors are able to devote greater resources to the development, prom otion and sale of their products or services. In addition, many of our competitors have established marketing relationships and major distribution agreements with channel partners, consultants, system integrators and resellers. Moreover, many software vend ors could bundle products or offer them at lower prices as part of a broader product sale or enterprise license arrangement. Some competitors may offer products or services that address one or a number of business execution functions at lower prices or wit h greater depth than our services. As a result, our competitors may be able to respond more quickly and effectively to new or changing opportunities, technologies, standards or customer requirements. Furthermore, some potential customers, particularly larg e enterprises, may elect to develop their own internal solutions. For any these reasons, we may not be able to compete successfully against our current and future competitors.

If the cloud-based enterprise content management and collaboration market declines or develops more slowly than we expect, our business could be adversely affected.

The cloud-based enterprise content management and collaboration market is not as mature as the on-premise enterprise software market, and it is uncertain whether a cloud-based service like ours will achieve and sustain high levels of customer demand and market acceptance. Because we derive, and expect to continue to derive, substantially all of our revenue and cash flows from sales of our cloud-based enterprise content management and collaboration solution, our success will depend to a substantial extent on the widespread adoption of cloud computing in general and of cloud-based content collaboration services in particular. Many organizations have invested substantial personnel and financial resources to integrate traditional enterprise software into their organizations and, therefore, may be reluctant or unwilling to migrate to a cloud-based model for storing, accessing, sharing and managing their content. It is difficult to predict customer adoption rates and demand for our services, the future growth rate and size of the cloud computing market or the entry of competitive services. The expansion of a cloud-based enterprise content management and collaboration market depends on a number of factors, including the cost, performance and perceived value associated with cloud computing, as well as the ability of companies that provide cloud-based services to address security and privacy concerns. If we or other providers of cloud-based services experience security incidents, loss of customer data, disruptions in delivery, network outages, disruptions in the availability of the internet or other problems, the market for cloud-based services as a whole, including our services, may be negatively affected. If cloud-based services do not achieve widespread adoption, or there is a reduction in demand for cloud-based services caused by a lack of customer acceptance, technological challenges, weakening economic conditions, security or privacy concerns, competing technologies and products, decreases in corporate spending or otherwise, it could result in decreased revenue, harm our growth rates, and adversely affect our business and operating results.

We have experienced rapid growth. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or adequately address competitive challenges.

We have experienced a period of rapid growth in our operations and employee headcount. In particular, we grew from 973 employees as of January 31, 2014 to 1,410 employees as of October 31, 2016, and significantly increased the size of our customer base. You should not consider our recent growth as indicative of our future performance. However, we anticipate that we will expand our operations and employee headcount in the near term, including internationally. This growth has placed, and future growth will place, a significant strain on our management, administrative, operational and financial infrastructure. Our success will depend in part on our ability to manage this growth effectively. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls, and our reporting systems and procedures. Failure to effectively manage growth could result in difficulty or delays in deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties. Any of these difficulties could adversely impact our business performance and operating results.

Our business depends substantially on customers renewing their subscriptions with us and expanding their use of our services. Any decline in our customer renewals or failure to convince our customers to broaden their use of our services would harm our future operating results.

In order for us to maintain or improve our operating results, it is important that our customers renew their subscriptions with us when their existing subscription term expires. Our customers have no obligation to renew their subscriptions upon expiration, and we cannot assure you that customers will renew subscriptions at the same or higher level of service, if at all. Although our retention rate has historically been high, some of our customers have elected not to renew their subscriptions with us.

Our retention rate may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction or dissatisfaction with our services, the effectiveness of our customer support services, our pricing, the prices of competing products or services, mergers and acquisitions affecting our customer base, the effects of global economic conditions or reductions in our customers’ spending levels. If our customers do not renew their subscriptions, purchase fewer seats or renew on less favorable terms, our revenue may decline, and we may not realize improved operating results from our customer base.

In addition, the grow th of our business depends in part on our customers expanding their use of our services. The use of our cloud-based enterprise content platform often expands within an organization as new users are added or as additional services are purchased by or for ot her departments within an organization. Further, as we have introduced new services throughout our operating history, our existing customers have constituted a significant portion of the users of such services. If we are unable to encourage our customers t o broaden their use of our services, our operating results may be adversely affected.

If we are not able to provide successful enhancements, new features and modifications to our services, our business could be adversely affected.

Our industry is marked by rapid technological developments and new and enhanced applications and services. If we are unable to provide enhancements and new features for our existing services or offer new services that achieve market acceptance or that keep pace with rapid technological developments, our business could be adversely affected. For example, we have recently introduced Box Platform, which allows our customers to leverage Box's powerful content services within their own custom applications, Box KeySafe, a solution that b uilds on top of Box’s strong encryption and security capabilities to give customers greater control over the encryption keys used to secure the file contents that are stored with Box, Box Zones, which gives global customers the ability to store their data locally in certain regions, Box Accelerator, which improves upload speeds for our global customers, and Box Governance, which gives customers a better way to comply with regulatory policies, satisfy e-discovery requests and effectively manage sensitive business information. The success of enhancements, new features or services depends on several factors, including the timely completion, introduction and market acceptance of such enhancements, features or services. Failure in this regard may significantly impair our revenue growth. In addition, because our services are designed to operate on a variety of systems, we will need to continuously modify and enhance our services to keep pace with changes in internet-related hardware, mobile operating systems such as iOS and Android, and other software, communication, browser and database technologies. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion. Furthermore, modifications to existing platforms or technologies will increase our research and development expenses. Any failure of our services to operate effectively with future network platforms and technologies could reduce the demand for our services, result in customer dissatisfaction and adversely affect our business.

Actual or perceived security vulnerabilities in our services or any breaches of our security controls and unauthorized access to a customer’s data could harm our business and operating results.

The services we offer involve the storage of large amounts of our customers’ sensitive and proprietary information, across a broad industry spectrum. Cyber attacks and other malicious internet-based activity continue to increase in frequency and in magnitude generally, and cloud-based content collaboration services have been targeted in the past. These increasing threats are being driven through a variety of sources including nation-state sponsored espionage and hacking activities, industrial espionage, organized crime and hacking groups and individuals. As we increase our customer base and our brand becomes more widely known and recognized, and as our service is used in more heavily regulated industries such as healthcare, government, and financial services where there may be a greater concentration of sensitive and protected data, we may become more of a target for these malicious third parties. For example, we have announced several high profile customers including the U.S. Department of Justice.

If our security measures are or are believed to be breached as a result of third-party action, employee negligence, error or malfeasance, product defects or otherwise, and this results in, or is believed to result in, the disruption of the confidentiality, integrity or availability of our customers’ data, we could incur significant liability to our customers and to individuals or organizations whose information is being stored by our customers, and our business may suffer and our reputation may be damaged. Techniques used to obtain unauthorized access to, or to sabotage, systems or networks, change frequently and generally are not recognized until launched against a target. Therefore, we may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventive measures. In addition, our customer contracts often include (i) specific obligations that we maintain the availability of the customer’s data through our service and that we secure customer content against unauthorized access or loss, and (ii) indemnity provisions whereby we indemnify our customers for third-party claims asserted against them that result from our failure to maintain the availability of their content or securing the same from unauthorized access or loss. While our customer contracts contain limitations on our liability in connection with these obligations and indemnities, if an actual or perceived security breach occurs, the market perception of the effectiveness of our security measures could be harmed, we could be subject to indemnity or damage claims in certain customer contracts, and we could lose future sales and customers, any of which could harm our business and operating results. Furthermore, while our errors and omissions insurance policies include liability coverage for these matters, if we experienced a widespread security breach that impacted a significant number of our customers for whom we have these indemnity obligations, we could be subject to indemnity claims that exceed such coverage.

As a substantial portion of our sales efforts are increasingly targeted at enterprise customers, our sales cycle may become increasingly lengthier and more expensive, we may encounter greater pricing pressure and implementation and customization challenges, and we may have to delay revenue re cognition for more complicated transactions, all of which could harm our business and operating results.

As a substantial portion of our sales efforts are increasingly targeted at enterprise customers, we face greater costs, longer sales cycles and less predictability in the completion of some of our sales. In this market segment, the customer’s decision to use our services may be an enterprise-wide decision, in which case these types of sales require us to provide greater levels of customer education regarding the uses and benefits of our services, as well as education regarding security, privacy, and data protection laws and regulations, especially for those customers in more heavily regulated industries or those with significant international operations. In addition, larger enterprises may demand more customization, integration and support services, and features. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual customers, which could increase our costs, lengthen our sales cycle and divert our own sales and professional services resources to a smaller number of larger customers. Meanwhile, this would potentially require us to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met. Professional services may also be performed by a third party or a combination of our own staff and a third party. Our strategy is to work with third parties to increase the breadth of capability and depth of capacity for delivery of these services to our customers. If a customer is not satisfied with the quality or interoperability of our services with their own IT environment, we could incur additional costs to address the situation, which could adversely affect our margins. Moreover, any customer dissatisfaction with our services could damage our ability to encourage broader adoption of our services by that customer. In addition, any negative publicity resulting from such situations, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current and prospective customers.

Privacy concerns and laws or other domestic or foreign regulations may reduce the effectiveness of our services and harm our business.

Users can use our services to store personal or identifying information. However, federal, state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations regarding the collection, use and disclosure of personal information obtained from consumers and other individuals. Foreign data protection, privacy and other laws and regulations, particularly in Europe, are often more restrictive than those in the United States. The costs of compliance with, and other burdens imposed by, such laws and regulations that are applicable to our business or the businesses of our customers may limit the use and adoption of our services and reduce overall demand for them.

These U.S. federal and state and foreign laws and regulations, which can be enforced by private parties or governmental entities, are constantly evolving and can be subject to significant change. A number of new laws coming into effect and/or proposals pending before federal, state and foreign legislative and regulatory bodies could affect our business. For example, the European Commission has enacted a general data protection regulation that becomes effective in May 2018 and will supersede current EU data protection legislation, impose more stringent EU data protection requirements, and provide for greater penalties for noncompliance. Additionally, in October 2015, the European Court of Justice invalidated the U.S.-EU Safe Harbor framework that had been in place since 2000, which allowed companies to meet certain European legal requirements for the transfer of personal data from the European Economic Area to the United States. While other adequate legal mechanisms to lawfully transfer such data remain, the invalidation of the U.S.-EU Safe Harbor framework may result in different European data protection regulators applying differing standards for the transfer of personal data, which could result in increased regulation, cost of compliance and limitations on data transfer for us and our customers. Although U.S. and EU authorities reached a political agreement on February 2, 2016, regarding a new potential means for legitimizing personal data transfers from the EEA to the United States, the EU-U.S. Privacy Shield, it is unclear whether the EU-U.S. Privacy Shield will be formally implemented and whether the EU-U.S. Privacy Shield will function as an appropriate means for us to legitimize personal data transfers from the EEA to the U.S. Similarly, there have been a number of recent legislative proposals in the United States, at both the federal and state level, that would impose new obligations in areas such as privacy and liability for copyright infringement by third parties. In June 2016, the United Kingdom held a referendum in which voters approved an exit from the European Union, commonly referred to as “Brexit,” which could also lead to further legislative and regulatory changes. In addition, some countries are considering legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services.

These existing and proposed laws and regulations can be costly to comply with, could expose us to significant penalties for non-compliance, can delay or impede the development or adoption of our products and services, reduce the overall demand for our services, result in negative publicity, increase our operating costs, require significant management time and attention, slow the pace at which we close (or prevent us from closing) sales transactions, and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices.

Furthermore, government agencies may seek to access sensitive information that our users upload to Box, or restrict users’ access to Box. Laws and regulations relating to government access and restrictions are evolving, and compliance with such laws and regulations could limit adoption of our services by users and create burdens on our business. Moreover, regul atory investigations into our compliance with privacy-related laws and regulations could increase our costs and divert management attention.

If we are not able to satisfy data protection, security, privacy, and other government- and industry-specific requirements, our growth could be harmed.

There are a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises experienced by our competitors, by our customers or by us may lead to public disclosures, which could harm our reputation, erode customer confidence in the effectiveness of our security measures, negatively impact our ability to attract new customers, or cause existing customers to elect not to renew their agreements with us. In addition, some of the industries we serve have industry-specific requirements relating to compliance with certain security and regulatory standards, such as FedRAMP, and those required by the HIPAA, FINRA, and the HITECH Act. As we expand into new verticals and regions, we will likely need to comply with these and other new requirements to compete effectively. If we cannot comply or if we incur a violation in one or more of these requirements, our growth could be adversely impacted, and we could incur significant liability.

Because we recognize revenue from subscriptions for our services over the term of the subscription, downturns or upturns in new business may not be immediately reflected in our operating results.

We generally recognize revenue from customers ratably over the terms of their subscription agreements, which are typically one year, although we also offer our services for terms ranging from one month to three years or more. As a result, most of the revenue we report in each quarter is the result of subscription agreements entered into during prior quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be reflected in our revenue results for that quarter. However, any such decline will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our services, and potential changes in our retention rate may not be fully reflected in our operating results until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term.

Our platform must integrate with a variety of operating systems and software applications that are developed by others, and if we are unable to ensure that our solutions interoperate with such systems and applications, our service may become less competitive, and our operating results may be harmed.

We offer our services across a variety of operating systems and through the internet. We are dependent on the interoperability of our platform with third-party mobile devices, desktop and mobile operating systems, as well as web browsers that we do not control. Any changes in such systems, devices or web browsers that degrade the functionality of our services or give preferential treatment to competitive services could adversely affect usage of our services. In order for us to deliver high quality services, it is important that these services work well with a range of operating systems, networks, devices, web browsers and standards that we do not control. In addition, because a substantial number of our users access our services through mobile devices, we are particularly dependent on the interoperability of our services with mobile devices and operating systems. We may not be successful in developing relationships with key participants in the mobile industry or in developing services that operate effectively with these operating systems, networks, devices, web browsers and standards. In the event that it is difficult for our users to access and use our services, our user growth may be harmed, and our business and operating results could be adversely affected.

We cannot accurately predict new subscription or expansion rates and the impact these rates may have on our future revenue and operating results.

In order for us to improve our operating results and continue to grow our business, it is important that we continue to attract new customers and expand deployment of our solution with existing customers. To the extent we are successful in increasing our customer base, we could incur increased losses because costs associated with new customers are generally incurred up front, while revenue is recognized ratably over the term of our subscription services. Alternatively, to the extent we are unsuccessful in increasing our customer base, we could also incur increased losses as costs associated with marketing programs and new products intended to attract new customers would not be offset by incremental revenue and cash flow. Furthermore, if our customers do not expand their deployment of our services, our revenue may grow more slowly than we expect. All of these factors can negatively impact our future revenue and operating results.

Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our quarterly operating results, including the levels of our revenue, billings, gross margin, profitability, cash flow and deferred revenue, may vary significantly in the future, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control and, as a result, may not fully reflect the underlying performance of our business. Fluctuations in quarterly results may negatively impact the value of our Class A common stock. Factors that may cause fluctuations in our quarterly financial results include, but are not limited to:

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our ability to attract new customers;

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our ability to convert users of our limited free versions to paying customers;

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the addition or loss of large customers, including through acquisitions or consolidations;

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our retention rate;

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the timing of revenue recognition;

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the impact on billings of shifting our focus to annual (rather than multi-year) payment frequencies from our customers;

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the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;

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network or service outages, internet disruptions or security breaches;

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general economic, industry and market conditions;

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increases or decreases in the number of features in our services or pricing changes upon any renewals of customer agreements;

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changes in our go to market strategies and/or pricing policies and/or those of our competitors;

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seasonal variations in our billings results and sales of our services, which have historically been highest in the fourth quarter of our fiscal year. We expect this trend to continue (and possibly be even more pronounced) for the fiscal year ending January 31, 2017;

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the timing and success of new services and service introductions by us and our competitors or any other change in the competitive dynamics of our industry, including consolidation or new entrants among competitors, customers or strategic partners; and

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the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies.

One of our marketing strategies is to offer a limited free version of our service, and we may not be able to realize the benefits of this strategy.

We offer a limited version of our service to users free of charge in order to promote additional usage, brand and product awareness, and adoption. Some users never convert from a free version to a paid version of our service. Our marketing strategy also depends in part on persuading users who use the free version of our service to convince decision-makers to purchase and deploy our service within their organization. To the extent that these users do not become, or lead others to become, paying customers, we will not realize the intended benefits of this marketing strategy, and our ability to grow our business and revenue may be harmed.

If we fail to effectively manage our technical operations infrastructure, our customers may experience service outages and delays in the further deployment of our services, which may adversely affect our business.

We have experienced significant growth in the number of users and the amount of data that our operations infrastructure supports. We seek to maintain sufficient excess capacity in our operations infrastructure to meet the needs of all of our customers. We also seek to maintain excess capacity to facilitate the rapid provisioning of new customer deployments and the expansion of existing customer deployments. In addition, we need to properly manage our technological operations infrastructure in order to support version control, changes in hardware and software parameters and the evolution of our services. However, the provision of new hosting infrastructure requires significant lead-time. We have experienced, and may in the future experience, website disruptions, outages and other performance problems. These problems may be caused by a variety of factors, including infrastructure changes, changes to our core services architecture, changes to our infrastructure necessitated by legal and compliance requirements governing the storage and transmission of data, human or software errors, viruses, security attacks, fraud, spikes in customer usage, primary and redundant

hardware or connectivity failures, de pendent data center and other service provider failures and denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time, which may harm our reputation and operating results. Furthermore, if we do not accurately predict our infrastructure requirements, our existing customers may experience service outages that may subject us to financial penalties, financial liabilities and customer losses. If our operations infrastructure fails to keep pace with increased sales, customers may experience delays as we seek to obtain additional capacity, which could adversely affect our reputation and our revenue.

Interruptions or delays in service from our third-party datacenter hosting facilities and cloud computing and hosting providers could impair the delivery of our services and harm our business.

We currently store our customers’ information within two third-party datacenter hosting facilities located in Northern California and in third-party cloud computing and hosting facilities outside of the United States. As part of our current disaster recovery arrangements, our production environment and metadata about all of our customers’ data is currently replicated in near real time in a facility located in Las Vegas, Nevada. In addition, all of our customers’ data is replicated on a third-party storage platform located in the U.S. Northwest region. These facilities are located in seismically active regions prone to earthquakes and are also vulnerable to damage or interruption from floods, fires, power loss, telecommunications failures and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. Any damage to, or failure of, our systems generally, or those of the third-party cloud computing and hosting providers, could result in interruptions in our service. Interruptions in our service may reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions and adversely affect our renewal rate and our ability to attract new customers. Our business will also be harmed if our customers and potential customers believe our service is unreliable. Despite precautions taken at these facilities, the occurrence of a natural disaster, an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in our service. Even with the disaster recovery arrangements, we have never performed a full live failover of our services and, in an actual disaster, we could learn our recovery arrangements are not sufficient to address all possible scenarios and our service could be interrupted for a longer period than expected. As we continue to add datacenters, increase our dependence on third-party cloud computing and hosting providers, and add capacity in our existing datacenters, we may move or transfer our data and our customers’ data. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery of our service. Further, as we continue to grow and scale our business to meet the needs of our customers, additional burdens may be placed on our hosting and computing facilities. In particular, a rapid expansion of our business could cause our network or systems to fail.

If we overestimate or underestimate our data center capacity requirements, our operating results could be adversely affected.

Only a small percentage of our customers that are organizations currently use our service as a way to organize all of their internal files. In particular, larger organizations and enterprises typically use our service to connect people and their most important information so that they are able to get work done more efficiently. However, over time, we may experience an increase in customers that look to Box as their complete content storage solution. The costs associated with leasing and maintaining our data centers already constitute a significant portion of our capital and operating expenses. We continuously evaluate our short- and long-term data center capacity requirements to ensure adequate capacity for new and existing customers while minimizing unnecessary excess capacity costs. If we overestimate the demand for our cloud-based storage service and therefore secure excess data center capacity, our operating margins could be reduced. If we underestimate our data center capacity requirements, we may not be able to service the expanding needs of new and existing customers and may be required to limit new customer acquisition, which would impair our revenue growth. Furthermore, regardless of our ability to appropriately manage our data center capacity requirements, an increase in the number of organizations, in particular large businesses and enterprises, that use our service as a larger component of their content storage requirements could result in lower gross and operating margins or otherwise have an adverse impact on our financial condition and operating results.

We depend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain and motivate our personnel, we may not be able to grow effectively.

Our future success depends upon our continued ability to identify, hire, develop, motivate and retain highly skilled personnel, including senior management, engineers, designers, product managers, sales representatives, and customer support representatives. Our ability to execute efficiently is dependent upon contributions from our employees, including our senior management team and, in particular, Aaron Levie, our co-founder, Chairman and Chief Executive Officer. In addition, occasionally, there may be changes in our senior management team that may be disruptive to our business. If our senior management team, including any new hires that we may make, fails to work together effectively and to execute on our plans and strategies on a timely basis, our business could be harmed.

Our growth strategy also depends on our ability to expand our organization with highly skilled personnel. Identifying, recruiting, training and integrating qualified individuals will require significant time, expense and attention. In addition to hiring new employees,

we must continue to focus on retaining our best employees. Many of our employees may be able to receive significant proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to wo rk for us. Competition for highly skilled personnel is intense, particularly in the San Francisco Bay Area, where our headquarters are located. We may need to invest significant amounts of cash and equity to attract and retain new employees, and we may nev er realize returns on these investments. If we are not able to effectively add and retain employees, our ability to achieve our strategic objectives will be adversely impacted, and our business will be harmed.

We may be sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent and other intellectual property development activity in our industry. Our success depends on our not infringing upon the valid intellectual property rights of others. Our competitors, as well as a number of other entities, including non-practicing entities, and individuals, may own or claim to own intellectual property relating to our industry. For example, we recently settled a lawsuit brought against us by Open Text S.A. that had gone to trial and was pending appeal.

From time to time, certain other third parties have claimed that we are infringing upon their intellectual property rights, and we may be found to be infringing upon such rights. In addition, we cannot assure you that actions by other third parties alleging infringement by us of third-party patents will not be asserted or prosecuted against us. In the future, others may claim that our services and underlying technology infringe or violate their intellectual property rights. However, we may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify services, or refund fees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time consuming and divert the attention of our management and key personnel from our business operations. During the course of any litigation, we may make announcements regarding the results of hearings and motions, and other interim developments. If securities analysts or investors regard these announcements as negative, the market price of our common stock may decline.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part on our intellectual property. As of October 31, 2016, we had 33 issued patents in the U.S., 16 issued patents in Great Britain, 2 issued patents in Canada, and 107 pending patent applications in the U.S. and 10 pending patent applications internationally. We primarily rely on copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate. We may not be able to obtain any further patents, and our pending applications may not result in the issuance of patents. We have issued patents and pending patent applications outside the U.S., and we may have to expend significant resources to obtain additional patents as we expand our international operations.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and may result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Accordingly, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property. Our failure to secure, protect and enforce our intellectual property rights could materially adversely affect our brand and adversely impact our business.

We rely on third parties for certain financial and operational services essential to our ability to manage our business. A failure or disruption in these services could materially and adversely affect our ability to manage our business effectively.

We rely on third parties for certain essential financial and operational services. Traditionally, the vast majority of these services have been provided by large enterprise software vendors who license their software to customers. However, we receive many of these services on a subscription basis from various software-as-a-service companies that are smaller and have shorter operating histories than traditional software vendors. Moreover, these vendors provide their services to us via a cloud-based model instead of software that is installed on our premises. As a result, we depend upon these vendors providing us with services that are always available and are free of errors or defects that could cause disruptions in our business processes, and any failure by these vendors to do so, or disruptions in the availability of the internet, would adversely affect our ability to operate and manage our operations.

We are subject to governmental export controls that could impair our ability to compete in inte rnational markets due to licensing requirements and economic sanctions programs that subject us to liability if we are not in full compliance with applicable laws.

Certain of our services are subject to export controls, including the U.S. Department of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. The provision of our products and services must comply with these laws. The U.S. export control laws and U.S. economic sanctions laws include prohibitions on the sale or supply of certain products and services to U.S. embargoed or sanctioned countries, governments, persons and entities and also require authorization for the export of encryption items. In addition, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our services or could limit our customers’ ability to implement our services in those countries.

Although we take precautions to prevent our services from being provided in violation of such laws, our solutions may have been in the past, and could in the future be, provided inadvertently in violation of such laws, despite the precautions we take. If we fail to comply with these laws, we and our employees could be subject to civil or criminal penalties, including the possible loss of export privileges, monetary penalties, and, in extreme cases, imprisonment of responsible employees for knowing and willful violations of these laws. We may also be adversely affected through penalties, reputational harm, loss of access to certain markets, or otherwise.

Changes in our services, or changes in export, sanctions and import laws, may delay the introduction and sale of our services in international markets, prevent our customers with international operations from deploying our services or, in some cases, prevent the export or import of our services to certain countries, governments, persons or entities altogether. Any change in export or import regulations, economic sanctions or related laws, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our services, or in our decreased ability to export or sell our services to existing or potential customers with international operations. Any decreased use of our services or limitation on our ability to export or sell our services would likely adversely affect our business, financial condition and operating results.

We focus on product innovation and user engagement rather than short-term operating results.

We focus heavily on developing and launching new and innovative products and features, as well as on improving the user experience for our services. We also focus on growing the number of Box users and paying organizations through direct field sales, direct inside sales, indirect channel sales and through word-of-mouth by individual users, some of whom use our services at no cost. We prioritize innovation and the experience for users on our platform, as well as the growth of our user base, over short-term operating results. We frequently make product and service decisions that may reduce our short-term operating results if we believe that the decisions are consistent with our goals to improve the user experience and to develop innovative features that we feel our users desire. These decisions may not be consistent with the short-term expectations of investors and may not produce the long-term benefits that we expect.

We provide service level commitments under our subscription agreements. If we fail to meet these contractual commitments, we could be obligated to provide credits or refunds for prepaid amounts related to unused subscription services or face subscription terminations, which could adversely affect our revenue. Furthermore, any failure in our delivery of high-quality customer support services may adversely affect our relationships with our customers and our financial results.

Our subscription agreements with customers provide certain service level commitments. If we are unable to meet the stated service level commitments or suffer periods of downtime that exceed the periods allowed under our customer agreements, we may be obligated to provide these customers with service credits which could significantly impact our revenue in the period in which the downtime occurs and the credits could be due. We could also face subscription terminations, which could significantly impact both our current and future revenue. Any extended service outages could also adversely affect our reputation, which would also impact our future revenue and operating results.

Our customers depend on our customer success organization to resolve technical issues relating to our services. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. Increased customer demand for these services, without corresponding revenue, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on the ease of use of our services, on our reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation and our ability to sell our services to existing and prospective customers.

Our services are becoming increasingly mission-critical for our customers and if they fail to perform properly or if we are unable to scale our services to meet the needs of our customers, our reputation could be ad versely affected, our market share could decline and we could be subject to liability claims.

Our core services and our expanded offerings such as Box KeySafe, Box Governance and Box Platform are becoming increasingly mission-critical to our customers’ internal and external business operations, as well as their ability to comply with legal requirements, regulations, and standards such as FINRA, HIPAA, and FedRAMP. These services and offerings are inherently complex and may contain material defects or errors. Any defects either in functionality or that cause interruptions in the availability of our services, as well as user error, could result in:

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loss or delayed market acceptance and sales;

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breach of warranty claims;

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issuance of sales credits or refunds for prepaid amounts related to unused subscription services;

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loss of customers;

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diversion of development and customer service resources; and

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harm to our reputation.

The costs incurred in correcting any material defects or errors might be substantial and could adversely affect our operating results.

Because of the large amount of data that we collect and manage, it is possible that hardware failures, errors in our systems or user errors could result in data loss or corruption that our customers regard as significant. Furthermore, the availability or performance of our services could be adversely affected by a number of factors, including customers’ inability to access the internet, the failure of our network or software systems, security breaches or variability in customer traffic for our services. We may be required to issue credits or refunds for prepaid amounts related to unused services or otherwise be liable to our customers for damages they may incur resulting from some of these events. In addition to potential liability, if we experience interruptions in the availability of our services, our reputation could be adversely affected, which could result in the loss of customers. For example, our customers access our services through their internet service providers. If a service provider fails to provide sufficient capacity to support our services or otherwise experiences service outages, such failure could interrupt our customers’ access to our services, adversely affect their perception of our services’ reliability and consequently reduce our revenue.

Our errors and omissions insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our policy may not cover all claims made against us, and defending a lawsuit, regardless of its merit, could be costly and divert management’s attention.

Furthermore, we will need to ensure that our services can scale to meet the needs of our customers, particularly as we continue to focus on larger enterprise customers. If we are not able to provide our services at the scale required by our customers, potential customers may not adopt our solution and existing customers may not renew their agreements with us.

If the prices we charge for our services are unacceptable to our customers, our operating results will be harmed.

As the market for our services matures, or as new or existing competitors introduce new products or services that compete with ours, we may experience pricing pressure and be unable to renew our agreements with existing customers or attract new customers at prices that are consistent with our pricing model and operating budget. If this were to occur, it is possible that we would have to change our pricing model or reduce our prices, which could harm our revenue, gross margin and operating results.

Sales to customers outside the United States or with international operations expose us to risks inherent in international sales.

A key element of our growth strategy is to expand our international operations and develop a worldwide customer base. To date, we have not realized a substantial portion of our revenue from customers outside the United States. Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic, geographic, social, and political risks that are different from those in the United States. Because of our limited experience with international operations and significant differences between international and U.S. markets, our international expansion efforts may not be successful in creating demand for our services outside of the United States or in effectively selling subscriptions to our services in all of the international markets we enter. In addition, we will face specific risks in doing business internationally that could adversely affect our business, including:

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the need to localize and adapt our services for specific countries, including translation into foreign languages and associated expenses;

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laws relating to privacy, data protection and data transfer that, among other things, could require that customer data be stored and processed in a designated territory;

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difficulties in staffing and managing foreign operations;

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different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues;

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new and different sources of competition;

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weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States;

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laws and business practices favoring local competitors;

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compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection laws and regulations;

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increased financial accounting and reporting burdens and complexities;

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restrictions on the transfer of funds;

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adverse tax consequences; and

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unstable regional, economic, social and political conditions.

We sell our services and incur operating expenses in various currencies. Therefore, fluctuations in the value of the U.S. dollar and foreign currencies may impact our operating results when translated into U.S. dollars. We currently manage our exchange rate risk by matching foreign currency assets with payables and by maintaining minimal non-USD cash reserves, but do not have any other hedging programs in place to limit the risk of exchange rate fluctuation. In the future, however, to the extent our foreign currency exposures become more material, we may elect to deploy normal and customary hedging practices designed to more proactively mitigate such exposure. We cannot be certain such practice will ultimately be available and/or effective at mitigating all foreign currency risk to which we are exposed. If we are unsuccessful in detecting material exposures in a timely manner, our deployed hedging strategies are not effective, or there are no hedging strategies available for certain exposures which are prudent given the risks associated and the potential mitigation of the underlying exposure achieved, our operating results or financial position could be adversely affected in the future.

We are also monitoring developments related to Brexit, which could have significant implications for our business. Brexit could lead to economic and legal uncertainty, including significant volatility in global stock markets and currency exchange rates, and differing laws and regulations as the United Kingdom determines which European Union laws to replace or replicate. Any of these effects of Brexit, among others, could adversely affect our operations in the United Kingdom and our financial results.

Failure to adequately expand our direct sales force and successfully maintain our online sales experience will impede our growth.

We will need to continue to expand and optimize our sales infrastructure in order to grow our customer base and our business. We plan to continue to expand our direct sales force, both domestically and internationally. Identifying and recruiting qualified personnel and training them requires significant time, expense and attention. Our business may be adversely affected if our efforts to expand and train our direct sales force do not generate a corresponding increase in revenue. If we are unable to hire, develop and retain talented sales personnel or if new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the intended benefits of this investment or increase our revenue.

We maintain our Box website to efficiently service our high volume, low dollar customer transactions and certain customer inquiries. Our goal is to continue to evolve this online experience so it effectively serves th e increasing and changing needs of our growing customer base. If we are unable to maintain the effectiveness of our online solution to meet the future needs of our online customers, we could see reduced online sales volumes as well as a decrease in our sal es efficiency, which could adversely affect our results of operations.

If we are unable to maintain and promote our brand, our business and operating results may be harmed.

We believe that maintaining and promoting our brand is critical to expanding our customer base. Maintaining and promoting our brand will depend largely on our ability to continue to provide useful, reliable and innovative services, which we may not do successfully. We may introduce new features, products, services or terms of service that our customers do not like, which may negatively affect our brand and reputation. Additionally, the actions of third parties may affect our brand and reputation if customers do not have a positive experience using third-party apps or other services that are integrated with Box. Maintaining and enhancing our brand may require us to make substantial investments, and these investments may not achieve the desired goals. If we fail to successfully promote and maintain our brand or if we incur excessive expenses in this effort, our business and operating results could be adversely affected.

Our growth depends in part on the success of our strategic relationships with third parties.

In order to grow our business, we anticipate that we will continue to depend on our relationships with third parties, such as alliance partners, distributors, system integrators and developers. For example, we have entered into agreements with partners such as AT&T, IBM, Microsoft and Salesforce to market, resell, integrate with or endorse our services. Identifying partners and resellers, and negotiating and documenting relationships with them, requires significant time and resources. Also, we depend on our ecosystem of system integrators, partners and developers to create applications that will integrate with our platform or permit us to integrate with their product offerings. Our competitors may be effective in providing incentives to third parties to favor their products or services, or to prevent or reduce subscriptions to our services. In some cases, we also compete directly with our partners’ product offerings, and if these partners stop reselling or endorsing our services or impede our ability to integrate our services with their products, our business and operating results could be adversely affected. In addition, acquisitions of our partners by our competitors could result in a decrease in the number of current and potential customers, as our partners may no longer facilitate the adoption of our services by potential customers.

If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results may suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our services or increased revenue.

Furthermore, if our partners and resellers fail to perform as expected, our reputation may be harmed and our business and operating results could be adversely affected.

We depend on our ecosystem of system integrators, partners and developers to create applications that will integrate with our platform or to allow us to integrate with their products.

We depend on our ecosystem of system integrators, partners and developers to create applications that will integrate with our platform and to allow us to integrate with their products. This presents certain risks to our business, including:

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we cannot provide any assurance that these third-party applications and products meet the same quality standards that we apply to our own development efforts, and to the extent that they contain bugs or defects, they may create disruptions in our customers’ use of our services or negatively affect our brand;

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we do not currently provide support for software applications developed by our partner ecosystem, and users may be left without support and potentially cease using our services if these system integrators and developers do not provide adequate support for their applications;

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we cannot provide any assurance that we will be able to successfully integrate our services with our partners’ products or that our partners will continue to provide us the right to do so; and

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these system integrators, partners and developers may not possess the appropriate intellectual property rights to develop and share their applications.

Many of these risks are not within our control to prevent, and our brand may be damaged if these applications do not perform to our users’ satisfaction and that dissatisfaction is attributed to us.

Our company culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.

We believe that our culture has been and will continue to be a key contributor to our success. From January 31, 2014 to October 31, 2016, we increased the size of our workforce by 437 employees, and we expect to continue to hire as we expand. If we do not continue to develop our company culture or maintain our core values as we grow and evolve both in the United States and internationally, we may be unable to foster the innovation, creativity and teamwork we believe we need to support our growth.

Our services contain open source software, and we license some of our software through open source projects, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative impact on our business.

We use open source software in our services and will use open source software in the future. In addition, we regularly contribute software source code to open source projects under open source licenses or release internal software projects under open source licenses, and anticipate doing so in the future. The terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide or distribute our services. Additionally, we may from time to time face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license or cease offering the implicated services unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources, and we may not be able to complete it successfully. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. Additionally, because any software source code we contribute to open source projects is publicly available, our ability to protect our intellectual property rights with respect to such software source code may be limited or lost entirely, and we are unable to prevent our competitors or others from using such contributed software source code. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a negative effect on our business, financial condition and operating results.

Future acquisitions and investments could disrupt our business and harm our financial condition and operating results.

Our success will depend, in part, on our ability to expand our services and grow our business in response to changing technologies, customer demands, and competitive pressures. In some circumstances, we may choose to do so through the acquisition of complementary businesses, teams of employees, and technologies rather than through internal development. For example, the team from Wagon Analytics, a data analytics company, joined us in September 2016, and, in 2015, we acquired Verold, a cloud-based 3D model viewer and editor to make it easy for businesses to create engaging and immersive content experiences for the web and mobile. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete or integrate identified acquisitions. The risks we face in connection with acquisitions include:

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diversion of management time and focus from operating our business to addressing acquisition integration challenges;

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coordination of research and development and sales and marketing functions;

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retention of key employees from the acquired company;

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cultural challenges associated with integrating employees from the acquired company into our organization;

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integration of the acquired company’s accounting, management information, human resources and other administrative systems;

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the need to implement or improve controls, procedures, and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies;

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liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

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unanticipated write-offs or charges; and

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litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders or other third parties.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to f ail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities, and harm our business generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses, incremental operating expenses or the write-off of goodwill, any of which could harm our financial condition or operating results.

We may require additional capital to support our operations or the growth of our business, and we cannot be certain that this capital will be available on reasonable terms when required, or at all.

On occasion, we may need additional financing to operate or grow our business. Our ability to obtain additional financing, if and when required, will depend on investor and lender demand, our operating performance, the condition of the capital markets and other factors. We cannot guarantee that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our Class A common stock, and our existing stockholders may experience dilution. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support the operation or growth of our business could be significantly impaired and our operating results may be harmed.

Financing agreements we are party to or may become party to may contain operating and financial covenants that restrict our business and financing activities.

Our existing credit agreement contains certain operating and financial restrictions and covenants, including the prohibition of the incurrence of certain indebtedness and liens, the prohibition of certain investments, restrictions against certain merger and consolidation transactions, certain restrictions against the disposition of assets and the requirement to maintain a minimum amount of current assets. These restrictions and covenants, as well as those contained in any future financing agreements that we may enter into, may restrict our ability to finance our operations, engage in, expand or otherwise pursue our business activities and strategies. Our ability to comply with these covenants may be affected by events beyond our control, and breaches of these covenants could result in a default under the credit agreement and any future financial agreements that we may enter into. If not waived, defaults could cause our outstanding indebtedness under our credit agreement and any future financing agreements that we may enter into to become immediately due and payable.

Adverse economic conditions may negatively impact our business.

Our business depends on the overall demand for enterprise content management and collaboration and on the economic health of our current and prospective customers. The United States and other key international economies have experienced cyclical downturns from time to time that have resulted in a significant weakening of the economy, more limited availability of credit, a reduction in business confidence and activity, and other difficulties that may affect one or more of the industries to which we sell our services. Uncertainty about economic conditions in the United States, Europe and other key markets for our services could cause customers to delay or reduce their information technology spending. This could result in reductions in sales of our services, longer sales cycles, reductions in subscription duration and value, slower adoption of new technologies and increased price competition. Any of these events would likely have an adverse effect on our business, operating results and financial position. In addition, there can be no assurance that enterprise content management and collaboration spending levels will increase following any recovery.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself, or disruption in access to the internet or critical services on which the internet depends, may diminish the demand for our services, and could have a negative impact on our business.

The future success of our business depends upon the continued use and availability of the internet as a primary medium for commerce, communication and business services. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. Changes in these laws or regulations could require us to modify our services in order to comply with these changes. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally, or result in reductions in the demand for internet-based services such as ours.

In addition, the use of the internet and, in particular, the cloud as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, s ecurity, reliability, cost, ease of use, accessibility, and quality of service. The performance of the internet and its acceptance as a business tool have been adversely affected by “viruses,” “worms”, “denial of service attacks” and similar malicious acti vity. The internet has also experienced a variety of outages, disruptions and other delays as a result of this malicious activity targeted at critical internet infrastructure. These service disruptions could diminish the overall attractiveness to existing and potential customers of services that depend on the internet and could cause demand for our services to suffer.

We employ third-party licensed software for use in or with our services, and the inability to maintain these licenses or errors in the software we license could result in increased costs, or reduced service levels, which would adversely affect our business.

Our services incorporate certain third-party software obtained under licenses from other companies. We anticipate that we will continue to rely on such third-party software and development tools in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of the software used in our services with new third-party software may require significant work and require substantial investment of our time and resources. Also, to the extent that our services depend upon the successful operation of third-party software in conjunction with our software, any undetected errors or defects in this third-party software could prevent the deployment or impair the functionality of our services, delay new services introductions, result in a failure of our services, and injure our reputation. Our use of additional or alternative third-party software would require us to enter into additional license agreements with third parties.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act and the listing standards of the New York Stock Exchange (NYSE). We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is properly recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. We are also continuing to improve our internal control over financial reporting. We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business, including increased complexity resulting from our international expansion. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE.

Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results, and cause a decline in the market price of our Class A common stock.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of January 31, 2016, we had U.S. federal net operating loss carryforwards of approximately $423.7 million, state net operating loss carryforwards of approximately $392.3 million, and foreign net operating loss carryforwards of approximately $125.6 million. Under Sections 382 and 383 of Internal Revenue Code of 1986, as amended (Code), if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative change in our ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar

rules may apply under state tax laws. We have in the past experienced an ownership change which has impacted our ability to fully realize the be nefit of these net operating loss carryforwards. If we experience additional ownership changes as a result of future transactions in our stock, then we may be further limited in our ability to use our net operating loss carryforwards and other tax assets t o reduce taxes owed on the net taxable income that we earn. Any such limitations on the ability to use our net operating loss carryforwards and other tax assets could adversely impact our business, financial condition and operating results.

Tax laws or regulations could be enacted or changed and existing tax laws or regulations could be applied to us or to our customers in a manner that could increase the costs of our services and adversely impact our business.

The application of federal, state, local and international tax laws to services provided electronically is unclear and continuously evolving. Income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted or amended at any time, possibly with retroactive effect, and could be applied solely or disproportionately to services provided over the internet. These enactments or amendments could adversely affect our sales activity due to the inherent cost increase the taxes would represent and ultimately result in a negative impact on our operating results and cash flows.

In addition, existing tax laws, statutes, rules, regulations or ordinances could be interpreted or applied adversely to us, possibly with retroactive effect, which could require us or our customers to pay additional tax amounts, as well as require us or our customers to pay fines or penalties, as well as interest for past amounts. If we are unsuccessful in collecting such taxes due from our customers, we could be held liable for such costs, thereby adversely impacting our operating results and cash flows.

We may be subject to additional tax liabilities.

We are subject to income, sales, use, value added and other taxes in the United States and other countries in which we conduct business, and such laws and rates vary by jurisdiction. Certain jurisdictions in which we do not collect sales, use, value added or other taxes on our sales may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future. Significant judgment is required in determining our worldwide provision for income taxes. These determinations are highly complex and require detailed analysis of the available information and applicable statutes and regulatory materials. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical tax practices, provisions and accruals. If we receive an adverse ruling as a result of an audit, or we unilaterally determine that we have misinterpreted provisions of the tax regulations to which we are subject, there could be a material effect on our tax provision, net income or cash flows in the period or periods for which that determination is made. In addition, liabilities associated with taxes are often subject to an extended or indefinite statute of limitations period. Therefore, we may be subject to additional tax liability (including penalties and interest) for a particular year for extended periods of time.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles (GAAP) in the United States are subject to interpretation by the Financial Accounting Standards Board, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

Risks Related to Ownership of Our Class A Common Stock

The dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the completion of our initial public offering, including our executive officers, employees and directors and their affiliates, which limits your ability to influence the outcome of important transactions, including a change in control.

Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share. Stockholders who held shares of our Class B common stock as of October 31, 2016, including our executive officers, employees and directors and their affiliates, collectively held approximately 91.4% of the voting power of our outstanding capital stock as of such date. Because of the ten-to-one voting ratio between our Class B common stock and Class A common stock, the holders of our Class B common stock collectively continue to control a majority of the combined voting power of our capital stock and therefore are able to control all matters submitted to our stockholders for approval so long as the shares of our Class B common stock represent at least 9.1% of all outstanding shares of our Class A common stock and Class B common stock. These holders of our Class B common stock may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.

Transfers by holders of our Class B common stock will generally result in those shares converting into shares of our Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. The conversion o f shares of our Class B common stock into shares of our Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example, Messrs . Levie, Levin and Smith retain a significant portion of their holdings of our Class B common stock for an extended period of time, they could control a significant portion of the voting power of our capital stock for the foreseeable future. As board membe rs, Messrs. Levie, Levin and Smith each owe a fiduciary duty to our stockholders and must act in good faith and in a manner they reasonably believe to be in the best interests of our stockholders. As stockholders, Messrs. Levie, Levin and Smith are entitle d to vote their shares in their own interests, which may not always be in the interests of our stockholders generally.

Anti-takeover provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law contain provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws include provisions:

•

creating a classified board of directors whose members serve staggered three-year terms;

•

authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock;

•

limiting the liability of, and providing indemnification to, our directors and officers;

•

limiting the ability of our stockholders to call and bring business before special meetings;

•

requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;

•

controlling the procedures for the conduct and scheduling of board directors and stockholder meetings; and

•

authorizing two classes of common stock, as discussed above.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, which prevents certain stockholders holding more than 15% of our outstanding capital stock from engaging in certain business combinations without approval of the holders of at least two-thirds of our outstanding common stock not held by such stockholder.

Any provision of our amended and restated certificate of incorporation, amended and restated bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our capital stock, and could also affect the price that some investors are willing to pay for our Class A common stock.

The market price of our Class A common stock has been and may continue to be volatile, and you could lose all or part of your investment.

The market price of our Class A common stock has been and may continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control and may not be related to our operating performance. For example, from October 31, 2015 through October 31, 2016, the closing price of our Class A common stock ranged from $9.12 per share to $16.34 per share. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this Quarterly Report on Form 10-Q, factors that could cause fluctuations in the market price of our Class A common stock include the following:

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price and volume fluctuations in the overall stock market from time to time;

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volatility in the market prices and trading volumes of technology stocks;

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changes in operating performance and stock market valuations of other technology companies generally or those in our industry in particular;

•

sales of shares of our Class A common stock by us or our stockholders;

•

failure of securities analysts to maintain coverage and/or to provide accurate consensus results of us, changes in financial estimates by securities analysts who follow us, or our failure to meet these estimates or the expectations of investo rs;

•

the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;

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announcements by us or our competitors of new products or services;

•

the public’s reaction to our press releases, other public announcements and filings with the SEC;

•

rumors and market speculation involving us or other companies in our industry;

•

actual or anticipated changes in our operating results or fluctuations in our operating results;

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actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

•

litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

•

developments or disputes concerning our intellectual property or other proprietary rights;

•

announced or completed acquisitions of businesses or technologies by us or our competitors;

•

new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•

changes in accounting standards, policies, guidelines, interpretations or principles;

•

any significant change in our management; and

•

general economic conditions and slow or negative growth of our markets.

In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, our market or our competitors, or if they adversely change their recommendations regarding our Class A common stock, the market price of our Class A common stock and trading volume could decline.

The trading market for our Class A common stock is influenced, to some extent, by the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. If any of the analysts who cover us adversely change their recommendations regarding our Class A common stock or provide more favorable recommendations about our competitors, the market price of our Class A common stock would likely decline. If any of the analysts who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price of our Class A common stock or trading volume to decline.

We do not expect to declare any dividends in the foreseeable future.

We do not anticipate declaring any cash dividends to holders of our Class A common stock in the foreseeable future. Consequently, investors may need to rely on sales of our Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase shares of our Class A common stock .

Items 2, 3, 4 and 5 are not applicable and have been omitted.

Item 6. EXHIBITS

The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 8, 2016.

BOX, INC.

By:		/s/ Aaron Levie
		Aaron Levie
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

By:		/s/ Dylan Smith
		Dylan Smith
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT INDEX

Exhibit		Incorporated by Reference
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
10.1+	Master License and Service Agreement by and among the Registrant and entities affiliated with CoreSite, dated as of December 18, 2015.
10.2+	Wholesale Datacenter Lease by and between the Registrant and Vantage Data Centers (1), dated as of July 27, 2016.
10.3+	Wholesale Datacenter Lease by and between the Registrant and Vantage Data Centers (2), dated as of July 27, 2016.
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Schema Linkbase Document.
101.DEF	XBRL Taxonomy Definition Linkbase Document.
101.CAL	XBRL Taxonomy Calculation Linkbase Document.
101.LAB	XBRL Taxonomy Labels Linkbase Document.
101.PRE	XBRL Taxonomy Presentation Linkbase Document.

The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Box, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

+	The Registrant has omitted portions of the relevant exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Exhibit 10.1

MASTER LICENSE AND SERVICE AGREEMENT

This Master License and Service Agreement (the “ MSA ”) is entered into as of the date of last signature (the “ Effective Date ”) by and between (i) [***] (each such entity, to the extent it executes an Order (as defined below) in connection with this MSA, a “ CoreSite Party ” and collectively “ CoreSite ” in this MSA), and (ii) BOX, INC., a Delware corporation (“ Customer ”). Each CoreSite Party, CoreSite and Customer are referred to individually herein as a “ Party ” and collectively as the “ Parties .” The Parties agree as follows:

1. GENERAL This MSA is intended to allow Customer the right to obtain Space and Services from CoreSite Party at CoreSite Data Centers in the United States. By entering into this MSA, the Parties acknowledge that this MSA can be incorporated by reference into Orders for such Space and Services, provided that, the individual parties to an Order acknowledge in such Order that this MSA is incorporated thereto. Undefined capitalized terms used in this MSA are defined in Section 13 of this MSA. The Parties hereby acknowledge that only one CoreSite Party shall be responsible for providing the Space and Services at an individual CoreSite Data Center, which will be defined in the applicable Order, and any reference to “CoreSite Party” contained herein shall be to such applicable CoreSite Party with respect to such CoreSite Data Center.

2. LICENSE & TERM

(A) For the Term, CoreSite Party shall license the Space to Customer for the purposes described in this MSA, and a CoreSite Party shall provide the Services to Customer, subject to and in accordance with the provisions of this MSA; accordingly, upon acceptance of an Order by a CoreSite Party, such CoreSite Party hereby grants to Customer a license, for the Term, to use the Space to install, maintain, repair and operate Equipment, and Customer shall license the Space from such CoreSite Party in accordance with the provisions of this MSA and agrees to pay all amounts under this MSA in connection with such license and the Services provided to it.

(B) This MSA commences on the Effective Date and shall continue in effect until the expiration or termination of the Term of the last remaining Order executed pursuant to this MSA, including any extensions provided in such Order. The Term of an Order begins on the Commencement Date associated with such Order.

(C) The Parties acknowledge and agree that all licenses subject to this MSA and applicable Order(s) shall be space license and service agreements and shall not constitute a lease, sublease or easement. Except to the extent set forth to the contrary in any Order or this MSA, no Party shall have any right to cancel or terminate a license, and the Parties shall remain fully responsible for all obligations and amounts payable under an Order, subject to this MSA, for the entire Term. In no event shall Customer record any Order, this MSA or any memorandum or notice thereof. Except with respect to Customer’s right to use the interior of any cabinet, cage , room, and suite constituting the Space defined in an Order, all rights of Customer (and all licenses hereunder) shall be on a non-exclusive basis.

(D) CoreSite Party and Customer will work together to schedule installation of Space, taking into consideration any Customer requested start dates. The date that CoreSite Party commits, pursuant to the terms and conditions of the applicable Order, to deliver the Space will be the “ Commencement Date ,” and the Term and the start of billing for the particular Space begins on the Commencement Date. CoreSite Party shall use reasonable efforts, but shall have no liability for any failure, to deliver the Space to Customer by the Commencement Date. If CoreSite Party does not deliver the Space by the Commencement Date, such late delivery shall not affect the validity of a license nor the obligations of the Parties under any Order and this MSA, but the date that CoreSite Party delivers the Space shall become the Commencement Date (and, in such event, the length of the Term shall not be reduced thereby, and the

scheduled expiration date of the Term shall be extended, if necessary, to provide for the full Term). Unless otherwise set forth in the applicable Order, the Space delivered by CoreSite Party on the Commencement Date shall be limited to the description of Space defined under this MSA, and any Customer requested additions to the Space (i.e. ladder racking or duct work) or Services (i.e. power drops or cross connections) shall be provided on the date set forth in the applicable Order.

(E) On the date of the expiration or termination of the Term, Customer shall have no further rights with respect to the Space and shall, by such date, (i) remove all Equipment, and repair all damage resulting from such removal, and (ii) vacate and return and surrender the Space to CoreSite Party in the same condition as it was when delivered to Customer, with the same property as existed when delivered to Customer (e.g., ladder racking, cage walls, power drops, power panels and ductwork), ordinary wear and tear and casualty damage excepted. If Customer does not timely remove the Equipment, or if Customer is past due or otherwise delinquent in any payments when a license expires or is terminated, CoreSite Party may, without limiting any other rights or remedies, at Customer’s expense, remove and store the Equipment and/or sell or otherwise dispose of the same (and apply the proceeds therefrom to amounts owing to CoreSite Party) in accordance with Laws.

i. If Customer continues to use or occupy the Space after the expiration or termination of the Term, such use shall be month-to-month and terminable by either CoreSite Party or Customer upon thirty (30) days’ written notice. Such use or occupation of the Space shall not constitute a renewal or extension of this MSA or any Order. In such case, Customer shall pay CoreSite Party monthly License Fees for the Space equal to the Post-Term License Fee Percentage of the full monthly License Fees in effect during the final month of the Term (without taking into account any credit, reduction or abatement), in addition to all other amounts, including, without limitation, any Service Fees owing to CoreSite Party for Customer’s receipt of any Services during such use or occupation.

ii. If Customer continues to use or occupy the Space after the expiration or termination of the Term, and during such use or occupation continues to receive any Services with CoreSite Party’s consent, such use will be co-terminous with Customer’s continued use and occupation of the Space, unless terminated by CoreSite Party or Customer upon 30 days’ written notice. The receipt of such Services shall not constitute a renewal or extension of a license under any Order. In such cases, Customer shall pay CoreSite Party the Service Fees for such Services in effect during the final month of the Term (without taking into account any credit, reduction or abatement).

3. PAYMENT

(A) Customer will pay to CoreSite Party all monthly Service Fees, License Fees, and other amounts in advance, within thirty (30) days of receipt of an invoice for such fees. Such invoice shall not include more than one (1) months’ worth of fees unless agreed to in writing by Customer. CoreSite Party may require Customer to pay, concurrently with Customer’s execution of an Order for Space, the Monthly License Fees for the first full month in which full Monthly License Fees are payable and the initial Non-Recurring Fee for the Space. Payments for partial calendar months shall be prorated based on the number of days in such month. Any other amounts payable by Customer not included on

Proprietary and Confidential

[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

standard monthly invoices (i.e. off-cycle billing adjustments or non-recurring fees) shall be paid by Customer to CoreSite Party within thirty (30) days after the date of CoreSite Party’s invoice. Invoices shall only be generated in CoreSite’s standard format and include details of individual fees billable for each Space in accordance with this MSA and the Order(s) . License Fees and Service Fees shall be payable for the entire Term regardless of whether Customer uses the Space or Services . CoreSite Party shall also email the invoice to the Invoice E-Mail Address set forth in this MSA (or any other e-mail address that CoreSite Party reasonably considers to be a working e-mail address for Customer).

(B) Without limiting any other rights or remedies of CoreSite Party, any amounts payable by Customer that are not paid when due (a “ Shortfall ”), a late fee of 1.5% (or the maximum amount permitted by Law if such maximum amount is less than such late fee) of the Shortfall shall be due and payable to CoreSite Party. CoreSite Parties shall apportion any late fees accruing on the Shortfall in proportion to the relative amount owed by Customer to each CoreSite Party for the month in which the Shortfall occurs.

(C) All License Fees and Service Fees are exclusive of all taxes (including, without limitation, sales, use, transfer, privilege, excise, VAT, GST, consumption and other similar taxes), fees, duties, governmental assessments, impositions and levies imposed on the transaction in question (including, without limitation, the delivery of Services), all of which Customer shall pay in full (including, without limitation, any and all of the foregoing relating to carbon and climate/environment control), other than CoreSite Party’s income, estate, gift or, except as may be set forth in this MSA, real estate taxes. All payments by Customer shall be made without offset or deduction, in United States Dollars, in immediately available funds (via check, wire transfer, electronic funds transfer, or ACH), to the address designated by CoreSite Party in good faith from time to time. The initial payment address for CoreSite Party shall be set forth in the initial invoice sent to Customer; provided, however, CoreSite Party may change CoreSite Party’s payment information upon written notice to Customer. All non-recurring fees are non-refundable and shall be paid by Customer to CoreSite Party, and shall belong to CoreSite Party. Customer shall be responsible for any fees incurred by CoreSite Party as a result of any check not being honored by the drawee thereof. In the event any check provided by or on behalf of Customer to CoreSite Party is not honored by the drawee thereof more than twice, in the aggregate, then CoreSite Party may require that Customer pay all amounts in connection with this MSA by wire transfer only.

(D) If Customer, in good faith, disputes any amount in an invoice that has been charged by a CoreSite Party to Customer under this MSA or any Order(s), Customer shall notify CoreSite Party in writing at [***] of such good faith dispute (“ Good Faith Dispute Notice ”) no later than thirty (30) days after Customer’s receipt of such invoice; provided, however, that Customer shall not be permitted to dispute the specific dollar amount set forth in the MSA or Order. Customer will not be responsible for any late fees accruing on any such disputed amount only if Customer is able to demonstrate, to the reasonable satisfaction of CoreSite Party within thirty (30) days after CoreSite Party’s receipt of Customer’s Good Faith Dispute Notice, that such disputed amount was erroneously charged to Customer. If Customer does not demonstrate, to the reasonable satisfaction of CoreSite Party within thirty (30) days after CoreSite Party’s receipt of Customer’s Good Faith Dispute Notice, that such disputed amount was erroneously charged, Customer shall pay such disputed amount to the applicable CoreSite Party within ten (10) days after such 30-day period. If Customer fails to dispute an amount in accordance with the terms and time periods of this Section 3(D), then Customer shall be deemed to have waived all rights to dispute or otherwise object to such amount.

4. SPACE AND EQUIPMENT

(A) Customer, at Customer’s sole cost and expense, is responsible for providing, installing, maintaining, repairing and operating the Equipment. The Equipment shall be industry-accepted information and communication technology equipment suitable for use in a data center. All Equipment, where possible, must be accompanied by industry-standard blanking panels and must be installed in a hot/cold row configuration reasonably acceptable to CoreSite Party, and the location and power density of all racks and other Equipment shall be subject to the prior consent of CoreSite Party, which consent shall not be

unreasonably withheld or delayed. The Equipment, and placement thereof, shall comply with all of CoreSite Party’s reasonable, non-discriminatory floor load requirements. Customer shall, at its sole cost and expense, maintain the Space in accordance with the highest industry standards and procedures for cleaning mission critical data center environments. Customer shall have no access to subsurface environments (i.e., beneath the raised floor) unless approved in advance by CoreSite Party, supervised by CoreSite Party, and performed in accordance with CoreSite Party’s reasonable rules and regulations for performing such work. Unless otherwise designated by CoreSite Party (in its sole and absolute discretion), any equipment or other property of any of the Customer Parties shall, at CoreSite Party’s option, be deemed part of the Equipment (without limiting the terms of Section 8 below).

(B) Customer may use the Space only for the purpose of installing, maintaining, repairing and operating Equipment in accordance with the terms of this MSA. Notwithstanding anything to the contrary in this MSA, no improvements, modifications, changes or alterations to the Space, Data Center or Building shall be performed by Customer unless approved in writing by CoreSite Party (in its sole and absolute discretion). Customer shall not use the Space to operate what is commonly known as a “meet-me-room” or to otherwise use any Services to compete with the Services offered by CoreSite at the Data Center. Customer shall obtain and maintain all necessary and required approvals, permits, certificates and licenses relating to the Equipment and/or use of the Space and Services. CoreSite Party shall have the right to relocate any Space upon at least one hundred eighty (180) days’ prior written notice to Customer (or such shorter time as CoreSite Party reasonably deems necessary in the event of emergency). In the event that CoreSite requires Customer to move, CoreSite shall pay reasonable moving costs incurred by Customer for moving spaces. Subject to the terms of this MSA, and the Building and Data Center rules, regulations and policies, Customer shall have access to the Space 24 hours per day, 7 days per week. CoreSite Party may access the Space at any reasonable time, for any reasonable purpose; provided, however, except in the event of emergency, and except when delivering Services, CoreSite Party shall provide prior notice to Customer prior to entering the Space, and CoreSite Party shall not unreasonably interfere with Customer’s permitted use of the Space in connection with any such entry. Customer shall not allow people to occupy or work in the Space (other than intermittent installation, testing and maintenance of Equipment in accordance with industry standards) and shall not use the Space for office use or for any other purpose. Customer shall, at all times, at its sole cost and expense, keep the Space neat and clean, free of debris, trash, boxes, packaging and other similar items. Customer shall comply with all Laws, and with all of CoreSite Party’s reasonable, non-discriminatory rules, regulations and procedures in effect from time to time.

(C) CoreSite Party may discontinue, turn off, shut down or suspend Services (including, without limitation, power) or deny Customer access to the Space, Data Center and Building in the event CoreSite Party is required to do so by Law.

(D) Customer shall not cause or permit any Hazardous Material to be brought, kept or used in the Space, Data Center or Building, and shall not unreasonably interfere with the use, systems, equipment or operations of CoreSite or CoreSite’s other customers.

(E) Unless otherwise designated by CoreSite Party (in CoreSite Party’s sole and absolute discretion), Customer will be responsible for all acts and omissions of the Customer Parties and all such acts and omissions shall be attributed to Customer for all purposes under this MSA. Customer shall not cause or allow any liens or encumbrances to be imposed upon the Space, Data Center or Building (or any related property), or upon any of CoreSite Party’s or the Building owner’s (or any other Master Landlord’s) property; in the event of a breach of this sentence, without limiting any other rights or remedies, CoreSite Party may pay all amounts necessary to extinguish, eliminate and remove (including, without limitation, from public record) any such liens and encumbrances, and Customer shall reimburse CoreSite Party 110% of all such amounts within 30 days after receipt of invoice. Customer shall ensure that all parties performing work for Customer work in harmony with any workers at the Data Center and Building, and comply with all non-discriminatory union labor, bonding, insurance and other requirements imposed by CoreSite Party in good faith in connection therewith.

Proprietary and Confidential

[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

(F) Except to the extent expressly set forth in this MSA or any Order(s), Customer shall not be entitled to (i) access or use outside of the Space any space, conduits, innerducts, shafts, risers, fiber, wiring or cabling; (ii) make connections with any other customer or other party in connection with the Data Center, Building or this MSA; or (iii) use or consume any power, electricity, water, gas or other utilities or services.

5. LENDER, SECURITY AND MASTER LEASE REQUIREMENTS

(A) Customer acknowledges, in the event that CoreSite Party is currently a tenant under a Master Lease with respect to a certain portion of the Building, that (i) the Space and Data Center is leased by CoreSite Party, as tenant, (ii) CoreSite Party’s interest in the Space and Data Center is that of tenant, rather than owner, (ii) and CoreSite Party does not own the Building. Notwithstanding anything to the contrary in this MSA, Customer’s use and occupancy of the Space shall be subject and subordinate to any Master Lease. The foregoing provisions of this Section 5(A) are hereby declared to be self-operative and no further instrument shall be required to effect such subordination of this MSA (and applicable Order(s)) and Customer’s use and occupancy of the Space; provided, however, Customer shall, within ten (10) days after CoreSite Party’s written request therefor, execute and acknowledge any documents reasonably requested by CoreSite Party to assure the subordination of this MSA and applicable Order(s) (and Customer’s use and occupancy of the Space) to any Master Lease, or otherwise in connection with this paragraph.

(B) This MSA and Order(s) (and Customer’s rights, licenses, use and occupancy hereunder) shall be subject and subordinate to any mortgage and/or deed of trust of CoreSite, whether existing or future, and to any renewals, modifications, consolidations, extensions and replacements thereof (including, without limitation, all advances thereon, whether existing or future). In the event any proceedings are brought for the foreclosure of any mortgage or deed of trust of CoreSite Party or any deed in lieu thereof (or, in the event CoreSite Party is the owner of the Building, if any ground or underlying lease of CoreSite Party is terminated), and CoreSite Party loses its possession of the Space and/or Building (or applicable portion thereof) as a result thereof, then Customer shall attorn to the purchaser or any successors of CoreSite Party upon any such foreclosure sale or deed in lieu thereof (or to the ground or underlying lessor, if applicable) if so requested to do so by such party and shall recognize such party as CoreSite Party under this MSA (and Order(s)). CoreSite’s interest herein may be assigned as security at any time to any lienholder or lender. Customer shall agree to such modifications to this MSA reasonably required by CoreSite’s lenders or lessors, provided such modifications may not materially increase Customer’s liabilities or obligations, or materially decrease Customer’s rights and remedies, under this MSA. Customer shall, within ten (10) days after written request, execute and acknowledge such agreements as reasonably required by CoreSite or CoreSite’s lenders in connection with this paragraph.

(C) Except to the extent expressly set forth in any Order(s), in the event Customer is past due two (2) or more times during the Term, CoreSite Party may require Customer to deposit with CoreSite Party a “ Security Deposit ,” which shall be equal to one (1) month of License Fees for the Space. CoreSite Party shall have the right, upon written notice to Customer, to apply that portion of the Security Deposit necessary to pay for any overdue amounts, damages incurred by CoreSite Party for Customer’s breach or default and any other damages caused by Customer or any of the Customer Parties. Customer shall, within three (3) business days after CoreSite Party’s demand, deposit funds with CoreSite Party necessary to replenish the Security Deposit to its full original amount. CoreSite Party shall not be required to keep the Security Deposit in trust, segregate it or keep it separate from CoreSite Party’s general funds, but CoreSite Party may commingle the Security Deposit with its general funds and Customer shall not be entitled to interest on the Security Deposit. CoreSite Party shall return the Security Deposit, or if a portion thereof has been applied hereunder, any such unapplied portion, to Customer within thirty (30) days after the final expiration or termination of the Term.

(D) Within ten (10) business days after CoreSite Party’s written request (but not more than once during any calendar year), Customer shall provide CoreSite Party with current audited (together with an opinion of a certified public accountant) financial statements of Customer for the then current fiscal year of Customer and the immediately preceding three (3) fiscal years of Customer. Such statements shall include income

statements and balance sheets, shall be prepared in accordance with United States Generally Accepted Accounting Principles, consistently applied, shall be certified by an authorized officer of Customer as being true and correct, and shall otherwise be in form and content reasonably satisfactory to CoreSite Party. This paragraph shall not be applicable in the event Customer is a publicly traded company on a national stock exchange, with its financial statements filed with the Securities and Exchange Commission.

(E) Customer shall, within ten (10) business days’ prior written notice from CoreSite Party, deliver to CoreSite Party a signed statement on CoreSite Party’s form certifying the following information (but not limited to the following information if further information is reasonably requested by CoreSite Party): (i) that this MSA (and Order(s) are unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this MSA, as modified, is in full force and effect); (ii) the dates to which Service Fees, License Fees and other charges are paid; (iii) the amount of Customer’s Security Deposit; and (iv) there are not any uncured breaches or defaults on the part of CoreSite Party under this MSA (and any applicable Order(s)), and that there are no events or conditions then in existence which, with the passage of time or notice or both, would constitute a breach or default on the part of CoreSite Party, or specifying such breaches or defaults, events or conditions, if any are claimed. Any such statement may be relied upon by CoreSite Party and any of CoreSite Party’s designees, including, without limitation, any prospective purchaser, assignee, lessor or lender.

6. INSURANCE AND INDEMNITY

(A) Customer shall, at its sole cost and expense, procure and maintain the following insurance: (i) commercial general liability insurance in an amount not less than $2,000,000 per occurrence and $3,000,000 in the annual aggregate for bodily injury and property damage and personal injury coverage; and (ii) a policy of standard fire, extended coverage and special extended coverage insurance (all risks), in an amount equal to the full replacement value new without deduction for depreciation of all Equipment and other property of Customer. All insurance under this paragraph shall be with reputable insurers licensed to do business in the State, shall have commercially reasonable deductibles, shall be written on an occurrence basis, shall list CoreSite Party and its designated lenders, lessors and managers as additional insureds, and shall provide that such insurance cannot be canceled or modified upon less than thirty (30) days prior written notice to CoreSite Party. Access by Customer and any Customer Parties to, or installation of Equipment in, the Space is conditioned upon Customer first providing copies of certificates to CoreSite Party which evidence that Customer has obtained the insurance required hereunder. Customer shall also provide copies of certificates evidencing renewal of such insurance policies prior to their expiration, and shall provide upon request evidence to CoreSite Party of the deductibles in connection with all policies hereunder. CoreSite Party shall have the right to limit or suspend Customer’s ability to order any Services until such satisfactory evidence of insurance coverage is provided to CoreSite Party. Customer shall require its insurers to waive (and its insurers shall waive) any rights of subrogation that such companies may have, and Customer waives, any and all rights, remedies, claims, actions and causes of action, against CoreSite Party and CoreSite Party’s Indemnified Parties, as a result of any loss or damage to Equipment or other property which is (or would have been, had the insurance required by this MSA been carried) covered by insurance.

CoreSite Party shall, at CoreSite Party’s sole cost and expense, procure and maintain the following insurance during the Term: (i) commercial general liability insurance in an amount not less than $2,000,000 per occurrence and $3,000,000 in the annual aggregate for bodily injury and property damage and personal injury coverage; and (ii) a policy of standard fire, extended coverage and special extended coverage insurance (all risks), in an amount equal to the full replacement value of CoreSite Party’s equipment in the Data Center. All insurance hereunder shall be with reputable insurers licensed to do business in the State, shall have commercially reasonable deductibles, and shall be written on an occurrence basis and may be under an umbrella, blanket or similar policy.

(B) Except to the extent caused by CoreSite Party (or CoreSite Party’s Indemnified Party’s) negligence or willful misconduct, Customer shall and does hereby indemnify, defend, protect and hold harmless CoreSite Party and CoreSite Party’s respective Indemnified Parties from

Proprietary and Confidential

and against any and all Claims resulting from any legal claim, suit, action, or proceeding (“Action”) brought by any third party alleging or arising out of (i) infringement or misappropriation of any intellectual property right or other illegal action by Customer or any of the Customer Parties; (ii) any Customer Default; and/or (iii) the use by Customer or any of the Customer Parties of the Space, Services, Data Center, or Building. Except to the extent caused by Customer’s (or the applicable other Customer Party’s) negligence or willful misconduct, CoreSite Party shall and does hereby indemnify, defend, protect and hold harmless Customer and the Customer Parties (other than customers, licensees, invitees, contractors and sublicensees, and their respective successors and assigns) from and against any and all Claims resulting from any Action brought by any third party (other than customers or sublicensees, and other than in connection with or as a result of the Services or any Failure or disruption, outage, breakdown or other failure or degradation of Services) alleging or arising out of (1) infringement or misappropriation of any intellectual property right or other illegal action by CoreSite Party or any of CoreSite Party’s Indemnified Parties; and/or (2) any Licensor Default caused by the gross negligence or willful misconduct of CoreSite Party. This paragraph shall survive the expiration or termination of this MSA and any Order(s).

7. ENFORCEMENT

(A) In the event of a Customer Default, CoreSite Party shall have the right to exercise all of the available rights and remedies at law and in equity, and may, without limitation and free from any and all liability, (i) terminate the license provided under any and all Orders between the Parties for the particular Data Center where such Customer Default occurred; (ii) recover from Customer the applicable Basic Contract Damages, subject to any mitigation requirements under Law (provided that CoreSite Party shall not be required to give preference to the Space over any other Space in its mitigation efforts); (iii) discontinue, turn off, shut down or suspend any Service (including, without limitation, power); (iv) prevent Customer from ordering or licensing any Services; (v) prevent Customer from accessing or using the applicable Space, Data Center and Building and/or prevent Customer from removing any Equipment from the applicable Space or Building (including, without limitation, by means of locks or other access barriers); and/or (vi) perform such acts necessary to cure the Customer Default, on Customer’s part, and all costs incurred by CoreSite Party in connection therewith shall be paid by Customer to CoreSite Party.

(B) Customer will not be permitted to remove any Equipment from the Space or Building, and Customer waives any and all rights and remedies in connection therewith, during any period in which Customer is past-due or otherwise delinquent in any amounts payable, during any period in which Customer is under a payment plan with CoreSite Party, or during any period in which a Customer Default exists.

(C) In the event of a Licensor Default, Customer shall have the right, subject to this MSA, and subject to any mitigation requirements under Law, to exercise all of its available rights and remedies at law and in equity. Any remedy of Customer for the collection of a judgment (or other judicial process) requiring the payment of money by CoreSite Party or any claim, cause of action or obligation by Customer against CoreSite Party concerning, arising out of or relating to any matter relating to this MSA and all of the covenants and conditions or any obligations set forth in this MSA, shall be limited to an amount which is equal to the License Fees or Service Fees, as applicable, paid by Customer to CoreSite Party in the twelve (12) months immediately preceding the date of entry of such judgment, claim, cause of action, or obligation, net of any amounts due and owing from Customer to CoreSite Party as of such date. Except as set forth above, no property or assets of CoreSite Party or any of CoreSite Party respective Indemnified Parties shall be subject to levy, execution or other enforcement procedure for the satisfaction of Customer’s remedies under or with respect to this MSA, CoreSite Party’s obligations to Customer, whether contractual, statutory or otherwise, the relationship of the parties hereunder, or Customer’s use or occupancy. Without limiting the foregoing, no personal liability is assumed by any of CoreSite’s Indemnified Parties, and no Claim shall be asserted against any of CoreSite’s respective Indemnified Parties.

(D) Notwithstanding anything to the contrary contained in this MSA, no Party shall, under any circumstances, be liable for any consequential, indirect, punitive, exemplary or special damages of any nature, or for any loss of data, lost revenues, lost profits, loss of business, loss of goodwill or anticipatory profits, regardless of the form of action,

whether in contract, tort (including, without limitation, negligence), strict liability or otherwise, even if the such Party has been advised of the possibility of such damages; provided, however, the foregoing shall not limit or affect, and Customer shall be responsible for, the Basic Contract Damages, License Fees and Service Fees and all other amounts payable by Customer under this MSA (including, without limitation, future amounts, regardless of when payable). Notwithstanding anything to the contrary contained in this MSA, Customer shall not be permitted to exercise any self-help or offset remedies, or to perform any of CoreSite Party’s obligations. Except as set forth in this MSA, no Party makes any express or implied representations or warranties, including, but not limited to, warranties of fitness for a particular purpose, merchantability, non-infringement of intellectual property rights and title, or any warranties arising from a course of dealing, usage, or trade practice.

(E) The obligations of Customer shall not be affected or impaired, and CoreSite Party shall not be in breach or default, in the event CoreSite Party is unable to fulfill any of its obligations under this MSA (and any Order(s)) or is delayed in doing so, if such inability or delay is caused by reason of Force Majeure Event, and CoreSite Party’s obligations under this MSA shall be suspended by any such Force Majeure Event. Notwithstanding the foregoing, if, as a result of a Force Majeure Event claimed by CoreSite Party that is not caused by Customer or any of the Customer Parties, CoreSite Party is unable to provide Service to Customer and Customer is prevented from receiving Service as a result of such Force Majeure Event, then, during such time as CoreSite Party is so unable to provide Service to Customer as a result of such Force Majeure Event, Customer shall not be obligated to pay the Service Fees for the particular Service that CoreSite Party is so unable to provide to Customer as a result of such Force Majeure Event, unless CoreSite Party is able to provide a reasonable alternative.

(F) Time is of the essence with respect to the performance of this MSA and any Order(s). In any action, legal proceeding or suit relating to this MSA and any Order(s), the losing Party shall pay the prevailing Party a reasonable sum for attorneys’ fees and costs in such action, legal proceeding or suit, as applicable. Any obligations of the Parties occurring prior to the expiration or termination of this MSA and any Order(s) shall survive such expiration or termination. Additionally, the terms and conditions of this MSA and any Order(s) that by their sense and context are intended to survive the expiration or termination of this MSA and any Order(s) shall survive such expiration or termination.

(G) If any provision of this MSA is held by a court of competent jurisdiction to be invalid, void or illegal, the remaining provisions of this MSA will remain in full force and effect. A Party shall not be deemed to waive any of its rights or remedies under this MSA unless such waiver is in writing and signed by the Party to be bound. The acceptance of any amounts by a Party shall not be deemed to be a waiver of any preceding breach or default. No acceptance of a lesser amount than the amount due shall be deemed a waiver of a Party’s right to receive the full amount due, nor shall any endorsement or statement on any check or payment or any letter accompanying such check or payment be deemed an accord and satisfaction, and each Party may accept such check or payment without prejudice to its right to recover the full amount due. No acceptance of monies by a Party after the expiration or termination of the Term shall in any way alter the length of that Term or Customer’s rights to the Space or any Service, or reinstate, continue or extend the Term. Unless otherwise agreed to in writing by the receiving Party, a Party may apply any payments received from the other Party or its affiliates to any amounts and in any order that the receiving Party may determine from time to time in its sole and absolute discretion, notwithstanding any contrary designation or writing by the paying Party.

(H) This MSA shall be governed by the Laws of the State set forth in the applicable Order. All controversies, claims, actions or causes of action arising between the Parties hereto and/or their respective successors and assigns, shall be brought, heard and adjudicated by the courts of the State. Each of the Parties consents to personal jurisdiction by the courts of the State in connection with any such controversy, claim, action or cause of action, and each of the Parties consents to service of process by any means authorized by the Law of the State and consent to the enforcement of any judgment so obtained in the courts of the State on the same terms and conditions as if such controversy, claim, action or cause of action had been originally heard and adjudicated to a final judgment in such courts. Each of the Parties further acknowledges that the Laws and courts of the State were freely and voluntarily chosen to govern this MSA and to adjudicate any claims or disputes hereunder.

Proprietary and Confidential

(I) TO THE EXTENT NOT PROHIBITED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION SEEKING SPECIFIC PERFORMANCE OF ANY PROVISION OF THIS MSA, FOR DAMAGES FOR ANY DEFAULT UNDER THIS MSA, OR OTHERWISE FOR ENFORCEMENT OF ANY RIGHT OR REMEDY UNDER THIS MSA.

8. ASSIGNMENT

Notwithstanding anything to the contrary in this MSA, this MSA (and the rights and licenses accorded Customer under this MSA) are personal to Customer and may not be assigned, sublicensed, or otherwise transferred by Customer in any fashion without the prior written consent of CoreSite. Customer shall not, without the prior written consent of CoreSite Party, which consent may be withheld in CoreSite Party’s sole and absolute discretion, allow any other party to use any of the Space or Services, or operate what is commonly known as a meet-me room. CoreSite may require any assignee, sublicensee or other transferee to execute documentation reasonably acceptable to CoreSite in connection with any assignment, sublicense or other transfer, including, without limitation, an assumption agreement whereby the transferee assumes all of Customer’s liabilities, duties and obligations under this MSA. In any event, no assignment, sublicense or other transfer shall relieve or release Customer of its obligations, duties or liabilities, and Customer shall remain fully liable under this MSA, jointly and severally with the transferee, unless otherwise agreed to in writing by the CoreSite Party upon granting consent to any assignment. Notwithstanding anything to the contrary in this MSA, CoreSite or CoreSite Party may, in its sole and absolute discretion, assign this MSA or any Order subject to this MSA, without obtaining the consent of Customer or any other party (such licensor, the “ Assigning Licensor ”). Customer shall attorn to the Assigning Licensor’s assignee upon any assignment by the Assigning Licensor of this MSA (and Order(s)) and shall recognize such assignee as the Assigning Licensor under this MSA (and Order(s)). No assignment or sale by the Assigning Licensor (or the owner of the Building) shall, in and of itself, result in a termination of this MSA (and Order(s)). In the event of any assignment by the Assigning Licensor, the Assigning Licensor shall automatically be released from all liability under this MSA (and Order(s)) and Customer agrees to look solely to such assignee for the performance of the Assigning Licensor’s obligations under this MSA (and Order(s)) and such assignee shall be deemed to have fully assumed and be liable for all obligations of this MSA to be performed by the Assigning Licensor after the date of the assignment, including, without limitation, the return of any Security Deposit. There shall be no third party beneficiaries to this MSA or any Order.

9. PROCEDURE .

(A) Any notice or communication required or permitted to be given under this MSA or any Order may only be delivered by hand, sent by overnight courier, sent by United States certified mail, return receipt requested, or sent by facsimile, to the addresses set forth below or to such other address as may hereafter be furnished in writing to the other Party.

All notices to CoreSite or a CoreSite Party shall be addressed to the following:

CoreSite, L.L.C.

1001 17 ^th Street

Suite 500

Denver, Colorado 80202

Attn: General Counsel

Email : [***]

All notices and invoices to Customer shall be addressed to the following:

BOX, INC.

4440 El Camino Real

Los Altos, CA 94022

Attn: [***]

Fax:

Email: [***]

(the “ Invoice E-mail Address ”)

(B) The Parties are independent of one another and this MSA will not create any partnership, joint venture, employment, franchise or agency between any CoreSite Party and Customer. The MSA, including any Order(s) executed hereunder, constitutes the complete and exclusive agreement between CoreSite Parties and Customer with respect to the Services for which an Order has been executed under this MSA, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such Services. This MSA may only be amended by a written document executed by authorized representatives of the Parties.

(C) Customer further represents and warrants that it is not now and has never been listed or named as, nor has it ever acted directly or indirectly for or on behalf or any person, group or entity or nation named in any Executive Order or by the United States Treasury Department or any other state or federal agency as a terrorist, or a “Special Designated National and Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control (“ OFAC ”) or any other governmental agency.

(D) The terms and conditions of this MSA, any Order(s) and other related CoreSite documents are confidential information. The Parties shall keep such confidential information strictly confidential and shall not disclose such confidential information to any third party other than (i) a Party’s partners, assignees purchasers, investors, lenders, lessors, affiliates and financial and legal consultants, provided such parties agree in writing to keep such information strictly confidential and to not disclose such confidential information to any third party, (ii) as required by Law, or (iii) in connection with any action to enforce the terms of this MSA. No Party shall release or cause or permit to be released any press release or other publicity, advertising or promotion relating to this MSA or any related documents. Customer shall not use the picture or representation of the Data Center or Building (or any part thereof) without the prior written consent of CoreSite Party. Notwithstanding the foregoing, CoreSite may provide any information as required to any receiver or governmental or quasi-governmental entity, or to any person or entity with a valid court order. CoreSite or any CoreSite Party is and shall remain exclusively entitled to all right, title and interest in and to CoreSite’s or such CoreSite Party’s Intellectual Property and Customer shall not have any right, title or interest whatsoever in or to CoreSite’s or any CoreSite Party’s Intellectual Property (including, without limitation, any ownership rights); Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from CoreSite’s or any CoreSite Party’s Intellectual Property. The terms of this paragraph shall survive the expiration or termination of this MSA.

10. POWER

(A) Breakered Power Fee . This Section 10(A) shall only apply in the event Customer executes an Order for Space in which the Power Fee (further defined below) is based on an amount per breakered amp, kilowatt(s), or specific circuit.

i. As set forth in the applicable Order(s), Customer may license power for the Space from CoreSite Party as follows: (i) primary AC UPS or DC (where available) power circuits for the Space, up to the Primary Power Limit, for a monthly fee payable by Customer to CoreSite Party for each and every power circuit, as set forth in the Order (the “ Power Fee ”), and (ii) if there is a Redundant Power Limit (greater than zero) set forth in the Order, redundant AC UPS power circuits for the Space, up to the Redundant Power Limit, for an additional monthly fee payable by Customer to CoreSite Party for each and every redundant power circuit, as set forth in the Order (the “ Redundant Power Additional Fee ”), with each redundant circuit being for the express and sole purpose of providing redundant power capacity for an existing primary AC UPS power circuit licensed by Customer from CoreSite Party. All power circuits shall be ordered and provisioned pursuant to separate Order(s). The minimum breakered circuit shall be 20 amps and the provision of power shall be in 10-amp increments above the 20-amp minimum. The term of the license for power shall commence on the date such power is scheduled to be provisioned by CoreSite Party (the “ Start Date ”) under the Order (or the date such circuit is actually installed) and shall continue during the remainder of the entire Term.

Proprietary and Confidential

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

ii. The entire full Power Fee and the entire full Redundant Power Additional Fee shall be payable by Customer regardless of whether Customer uses the applicable power, or any portion thereof, and, without limiting the foregoing, once Customer orders any power (including, without limitation, any power circuit), Customer shall be obligated to license such power, and pay the entire full Power Fee, and, if applicable, the entire Redundant Power Additional Fee for such power, for the remainder of the entire Term (as may be extended or renewed), and may not terminate the order or license of any power. CoreSite Party may, from time to time, increase the Power Fee and the Redundant Power Additional Fee, provided that the percentage increase shall be commensurate with the percentage increase in CoreSite Party’s applicable costs/expenses, as reasonably determined by CoreSite Party.

iii. Any and all redundant power is subject to the following additional terms and conditions, except to the extent otherwise specified by CoreSite Party, in its sole and absolute discretion: (i) at the time an order for redundant power is placed, Customer must designate the primary circuit for which the redundant circuit will provide redundancy; (ii) the amperage quantity and voltage quantity of each redundant circuit shall be equal to those of the applicable primary circuit; (iii) at no time shall the number of redundant circuits exceed, in total quantity or total capacity, the number of primary circuits; and (iv) at no time shall the combined load connected to any primary circuit and its designated redundant circuit, or the combined draw on any primary circuit and its designated redundant circuit, exceed 80% of the primary circuit’s breakered capacity.

iv. Customer shall also pay to CoreSite Party the Power NRC for the installation of each and every power circuit ordered for the Space. CoreSite Party will include such NRC payment to the next scheduled invoice to be sent to Customer. Work will commence on the NRC on a timeline agreeable to both parties. Additionally, CoreSite Party may estimate any Power NRCs, in which event Customer shall pay the applicable Power NRC to CoreSite Party as set forth above based on CoreSite Party’s estimate; once CoreSite Party knows the actual amount of the applicable Power NRC, then CoreSite Party shall perform a reconciliation as soon as reasonably practicable; if the actual Power NRC is less than the Power NRC paid by Customer, then CoreSite Party shall credit any such overpayment against the Service Fees next becoming due; if, however, the actual Power NRC is more than the Power NRC paid by Customer, then Customer shall promptly pay such excess to CoreSite Party.

v. Notwithstanding anything to the contrary in this MSA, (i) Customer’s use/consumption and ordering/licensing of primary power shall never exceed the Primary Power Limit, (ii) Customer’s use/consumption and ordering/licensing of redundant power shall never exceed the Redundant Power Limit, (iii) Customer shall ensure, at its sole cost and expense, that the load connected to, and the draw on, any and all circuits shall be in compliance with the National Electrical Code (and all other Laws and insurance requirements), and (iv) in no event shall the load connected to any circuit, or the draw on any circuit, exceed 80% of the circuit’s breakered capacity. CoreSite Party may, from time to time, audit Customer’s circuits and use of power and may enter the Space to do so. Customer shall reasonably cooperate with CoreSite Party in connection with any such audit. Without limiting the foregoing, within ten (10) days after receipt of written request from CoreSite Party (which request may be made from time to time), Customer shall deliver to CoreSite Party a detailed list of its then-existing circuits. If CoreSite Party discovers that Customer has violated the Primary Power Limit or Redundant Power Limit, or violated such 80% limitation, then, without limiting CoreSite Party’s other rights and remedies, Customer shall pay to CoreSite Party the Power Overdraw Charge, and CoreSite Party may disconnect the circuit in violation until the violation is remedied by Customer to CoreSite Party’s reasonable satisfaction. If requested by CoreSite Party, concurrently with Customer’s execution of an Order, Customer shall pay to CoreSite Party the initial estimated Power NRC and first month’s Power Fee.

(B) Branch Circuit Monitoring System . This Section 10(B) (and Section 10(C) below) shall only apply in the event Customer executes an Order for Space which defines the Power Fee as “BCM” (defined below).

i. As set forth in the applicable Order(s), Customer may license from CoreSite Party power for the Space as follows:

(i) primary AC UPS power circuits for the Space, up to the Primary Power Limit, for a monthly fee payable by Customer to CoreSite Party for each and every circuit (the “ Power Fee ”) based on actual power usage determined by CoreSite’s Branch Circuit Monitoring System (defined below), and (ii) if there is a Redundant Power Limit (greater than zero) set forth in the applicable Order(s), redundant AC UPS power circuits for the Space, up to the Redundant Power Limit, for the monthly Power Fee for actual power usage and a monthly reservation fee payable by Customer to CoreSite Party for each and every redundant power circuit, as set forth in the applicable Order(s) (the “ Redundant Power Reservation Fee ”), with each redundant circuit being for the express and sole purpose of providing redundant power capacity for an existing primary AC UPS power circuit licensed by Customer from CoreSite Party. Notwithstanding anything the contrary above, Customer shall pay to CoreSite a minimum monthly Power Fee, irrespective of Customer’s total power usage, equal to an agreed minimum percentage of the maximum power draw licensed to Customer (the “ Minimum Power Fee ” (defined in the Order)).

ii. All power circuits shall be ordered and provided pursuant to separate Order(s). The minimum breakered circuit shall be 20 amps and the provision of power shall be in 10-amp increments above the 20-amp minimum. The term of the license for power shall commence on the date of installation (or the date such circuit id provisioned under the Order) and shall continue during the remainder of the entire Term.

iii. The entire full Redundant Power Reservation Fee shall be payable by Customer regardless of whether Customer uses the redundant power, or any portion thereof, and, without limiting the foregoing, once Customer orders any redundant power (including, without limitation, any power circuit), Customer shall be obligated to license such redundant power, and pay the entire Redundant Power Reservation Fee for such power, for the remainder of the entire Term (as may be extended or renewed), and may not terminate the order or license of any redundant power. CoreSite Party may, from time to time, increase the Redundant Power Reservation Fee, provided that the percentage increase shall be commensurate with the percentage increase in CoreSite Party’s applicable costs/expenses, as reasonably determined by CoreSite Party.

iv. Any and all redundant power is subject to the following additional terms and conditions, except to the extent otherwise specified by CoreSite Party, in CoreSite Party’s sole and absolute discretion: (i) at the time an order for redundant power is placed, Customer must designate the primary circuit for which the redundant circuit will provide redundancy; (ii) the amperage quantity and voltage quantity of each redundant circuit shall be equal to those of the applicable primary circuit; (iii) at no time shall the number of redundant circuits exceed, in total quantity or total capacity, the number of primary circuits; and (iv) at no time shall the combined load connected to any primary circuit and its designated redundant circuit, or the combined draw on any primary circuit and its designated redundant circuit, exceed 80% of the primary circuit’s breakered capacity.

v. The “ Branch Circuit Monitoring System ” or “ BCM ” is energy allocation equipment used by CoreSite to determine Customer’s consumption of power per circuit. The Power Fee and Common Facilities Fee (defined below) will be based on readings of the Branch Circuit Monitoring System, and any and all disputes by Customer relating to the amount of the Power Fee, Common Facilities Fee and/or the accuracy of the Branch Circuit Monitoring System will be solely between Customer and CoreSite Party. CoreSite Party may estimate the Power Fee for any particular month(s) (the “ Estimated Months ”), in which case the Power Fee payable by Customer for the month in question shall initially equal CoreSite Party’s estimated Power Fee, subject to reconciliation, as set forth below. Not less than once in any 4-month period, CoreSite Party shall, based on the actual information available to CoreSite Party, determine the actual Power Fee for any previous Estimated Months. If the actual aggregate Power Fees for any particular period exceed the estimated aggregate Power Fees paid by Customer for such period, then Customer shall pay such excess to CoreSite Party; if the actual aggregate Power Fees for any particular period are less than the estimated aggregate Power Fees paid by Customer for such period, then CoreSite Party shall credit Customer with the amount of Customer’s overpayment against the Power Fee payable for the month (or months, if applicable) following the applicable reconciliation. The obligations of the parties under this paragraph shall survive the expiration or termination of this MSA.

Proprietary and Confidential

vi. Customer shall also pay to CoreSite Party the Power NRC for the installation of each and every power circuit ordered for the Space. CoreSite Party may require that Customer pay any Power NRCs (including, without limitation, estimated Power NRCs) to CoreSite Party in advance, prior to the commencement, or during the performance, of the applicable work, within five (5) days after CoreSite Party’s demand (and CoreSite Party shall not be responsible to commence or continue with any work prior to its receipt of the Power NRC in question, and shall not be responsible for any delay in the applicable work caused by delay in receipt of the applicable Power NRC). Additionally, CoreSite Party may estimate any Power NRCs, in which event Customer shall pay the applicable Power NRC to CoreSite Party as set forth above based on CoreSite Party’s estimate; once CoreSite Party knows the actual amount of the applicable Power NRC, then CoreSite Party shall perform a reconciliation as soon as reasonably practicable; if the actual Power NRC is less than the Power NRC paid by Customer, then CoreSite Party shall credit any such overpayment against the Service Fees next becoming due; if, however, the actual Power NRC is more than the Power NRC paid by Customer, then Customer shall promptly pay such excess to CoreSite Party.

vii. Notwithstanding anything to the contrary in this MSA, (i) Customer’s use/consumption and ordering/licensing of primary power shall never exceed the Primary Power Limit, (ii) Customer’s use/consumption and ordering/licensing of redundant power shall never exceed the Redundant Power Limit, (iii) Customer shall ensure, at its sole cost and expense, that the load connected to, and the draw on, any and all circuits shall be in compliance with the National Electrical Code (and all other Laws and insurance requirements), and (iv) in no event shall the load connected to any circuit, or the draw on any circuit, exceed 80% of the circuit’s breakered capacity. CoreSite Party may, from time to time, audit Customer’s circuits and use of power and may enter the Space to do so. Customer shall reasonably cooperate with CoreSite Party in connection with any such audit. Without limiting the foregoing, within ten (10) days after receipt of written request from CoreSite Party (which request may be made from time to time), Customer shall deliver to CoreSite Party a detailed list of its then-existing circuits. If CoreSite Party discovers that Customer has violated the Primary Power Limit or Redundant Power Limit, or violated such 80% limitation, then, without limiting CoreSite Party’s other rights and remedies, Customer shall pay to CoreSite Party the Power Overdraw Charge, and CoreSite Party may disconnect the circuit in violation until the violation is remedied by Customer to CoreSite Party’s reasonable satisfaction. If requested by CoreSite Party, concurrently with Customer’s execution of an Order, Customer shall pay to CoreSite Party the initial estimated Power NRC and first month’s Power Fee.

(C) Common Facilities Fees . This Section 10(C) shall only apply in the event Customer executes an Order for Space which utilizes CoreSite’s Branch Circuit Monitoring System defined in Section 10(B) above.

i. Customer shall pay to CoreSite Party a monthly fee (the “ Common Facilities Fee ”) equal to the aggregate Power Fees for that month multiplied by the Common Facilities Multiplier (defined in the Order(s)), which covers CoreSite Party’s costs to provide centralized HVAC services to the Space and to provide HVAC, lighting, security, and other services to the Data Center, as well as to CoreSite Party’s associated administrative costs.

ii. CoreSite Party may estimate the Common Facilities Fee for any particular month(s), in which case the Common Facilities Fee payable by Customer for the month in question shall initially equal CoreSite Party’s estimated Common Facilities Fee (subject to reconciliation, as set forth below). Not less than once in any 4-month period, CoreSite Party shall, based on the actual information available to CoreSite Party, determine the actual Common Facilities Fees for any previous Estimated Months. If the actual aggregate Common Facilities Fees for any particular period exceed the estimated aggregate Common Facilities Fees paid by Customer for such period, then Customer shall pay such excess to CoreSite Party; if the actual aggregate Common Facilities Fees for any particular period are less than the estimated aggregate Common Facilities Fees paid by Customer for such period, then CoreSite Party shall credit Customer with the amount of Customer’s overpayment against the Common Facilities Fee payable for the month (or months, if applicable) following the applicable reconciliation. The obligations of CoreSite Party and Customer under this paragraph shall survive the expiration or termination of this MSA.

11. OTHER SERVICES

(A) Cross Connections . During the Term set forth in any Order, subject to availability, cross connections may be licensed by Customer from CoreSite Party for the Cross Connection Fees. All cross connections by Customer shall be performed by CoreSite Party and no cross connections shall be performed in any other manner or location, unless otherwise permitted by CoreSite Party in writing (in its sole and absolute discretion). The term of the license of any such cross connections shall commence on the date of installation (or the first date of use, if earlier) and shall continue during the remainder of the Term; provided, however, Customer may terminate the license of any such cross connection earlier (but without affecting the remainder of the Term), upon at least thirty (30) days’ prior written notice to CoreSite Party (provided that, without limiting such notice period, the effective date of termination must be the first day of a calendar month). Customer shall not be entitled to any other cross connections or other connections. All cross connections shall be subject to the consent of the party with whom Customer wishes to connect (which shall be Customer’s responsibility to obtain). CoreSite Party may, from time to time, audit Customer’s cross connections and other connections relating to the Space and/or Building, and may enter the Space to do so. Customer shall reasonably cooperate with CoreSite Party in connection with any such audit. Without limiting the foregoing, within ten (10) days after receipt of written request from CoreSite Party (which request may be made from time to time), Customer shall deliver to CoreSite Party a detailed list of its then-existing cross connections and other connections relating to the Space and/or Building (including, without limitation, the identities and locations of the parties to whom Customer is connected).

(B) Any2 Exchange . CoreSite has in place a peering exchange commonly known as Any2. During the Term set forth in any Order, subject to availability and the payment of the Any2 Fees, Customer may license Internet exchange ports from CoreSite Party on Any2. Customer’s use of Any2 shall be subject to the consent of all applicable third parties from whom consent is required (which shall be Customer’s responsibility to obtain). The term of the license of any such exchange ports shall commence on the date of installation (or the first date of use, if earlier) and shall continue during the remainder of the Term; provided, however, Customer may terminate the license of any such exchange port earlier (but without affecting the remainder of this MSA), upon at least thirty (30) days’ prior written notice to CoreSite Party (provided that, without limiting such notice period, the effective date of termination must be the first day of a calendar month).

(C) Campus Cross Connections . CoreSite has in place certain rights to connectivity between separate CoreSite points of presence in separate Data Centers within a single metro area (as noted on the applicable Order) through either telecommunications services or dark fiber connections. During the Term, subject to availability and the existence of such connectivity and point of presence, and subject to the payment of the Campus Cross Connection Fees, Customer may license from CoreSite Party connections between the Space and any other CoreSite sanctioned demarc panel in such point of presence, using such connectivity. Customer shall be responsible for obtaining all third party consents necessary in connection with any such connections. Connectivity between locations may be provided via one of two diverse dark fiber paths or lit telecommunications services, depending on the availability of such services. For Campus Cross Connections using dark fiber, capacity is subject to availability, with availability being in the sole discretion of CoreSite Party. The term of the license of any such connections shall commence on the date of installation (or the first date of use, if earlier) and shall continue during the remainder of the Term; provided, however, Customer may terminate the license of any such connections earlier (but without affecting the remainder of the license under this MSA and Order), upon at least thirty (30) days’ prior written notice to CoreSite Party (provided that, without limiting such notice period, the effective date of termination must be the first day of a calendar month).

(D) Inter-Site Connections. At certain Data Center locations, CoreSite has in place certain rights to connectivity between separate CoreSite points of presence in separate Data Centers noted on the applicable Order, through telecommunications connections. During the Term, subject to availability and the existence of such connectivity and point of presence, and subject to the payment of the Inter-Site Connection Fees, Customer may license from CoreSite Party connections between the Space and third parties in locations reasonably

Proprietary and Confidential

approved by CoreSite in such point of presence, using such connectivity. Customer shall be responsible for obtaining all third party consents necessary in connection with any such connections. The term of the license of any such connections shall commence on the date of installation (or the first date of use, if earlier) and shall continue during the remainder of the Term; provided, however, Customer may terminate the license of any such connections earlier (but without affecting the remainder of the license under this MSA and Order), upon at least thirty (30) days’ prior written notice to CoreSite Party (provided that, without limiting such notice period, the effective date of termination must be the first day of a calendar month).

(E) Open Cloud Exchange . During the Term set forth in any Order, Customer may license, subject to availability, physical port connections (FastE, 1G, or 10G) to CoreSite’s Open Cloud Exchange switch (the “ Open Cloud Exchange ”) in order to exchange unprotected data with other Open Cloud Exchange subscribers authorized by CoreSite (“ Open Cloud Exchange Subscribers ”) for the Port Service Fees. Customer may also license, subject to availability, Ethernet Virtual Connections (“ EVC logical connections ”) to other Open Cloud Exchange participants for the EVC Service Fees. All physical ports and/or connections by Customer shall be performed by CoreSite Party and no physical ports or physical connections shall be performed in any other manner or location, unless otherwise permitted by CoreSite Party in writing (in its sole and absolute discretion). After a physical port is installed, Customer may provision EVC logical connections through the online portal, and Customer shall pay to CoreSite Party the highest EVC Service Fee per EVC connection incurred during the applicable month. For clarification purposes, if Customer begins a month with a 5Mbps EVC logical connection, increases to a 100Mbps EVC logical connection, and ends the month with a 5Mbps EVC logical connection, Customer will pay to CoreSite Party the EVC Service Fees for the maximum service level incurred during the month, which is the 100Mbps EVC logical connection. The term of the license of any such ports and/or connections shall commence on the date of installation (or the first date of use, if earlier) and shall continue during the remainder of the Term; provided, however, Customer may terminate the license of any such port and/or connection earlier (but without affecting the remainder of the Term), upon at least thirty (30) days’ prior written notice to CoreSite Party (provided that, without limiting such notice period, the effective date of termination must be the first day of a calendar month). Customer shall be solely responsible for (i) obtaining any and all agreements and approvals from other Open Cloud Exchange Subscribers prior to engaging in any traffic exchange and (ii) any and all payments that may be due to other Open Cloud Exchange Subscribers in connection with the Open Cloud Exchange. The manner and timing of any and all connections to the Open Cloud Exchange will be as reasonably designated by CoreSite Party from time to time. Customer acknowledges that CoreSite has made no representations or warranties regarding Customer’s ability to engage in traffic exchange sessions with other Open Cloud Exchange Subscribers on the Open Cloud Exchange platform. Customer’s inability to exchange traffic with other Open Cloud Exchange Subscribers on the Open Cloud Exchange shall not affect Customer’s obligations under this MSA, and CoreSite shall have no obligations or liabilities in connection therewith.

(F) Blended IP Service . Customer may license, subject to availability, access to low bandwidth Internet Protocol (IP) transit services via a cross connection between Customer’s Equipment and a physical port on CoreSite Party’s access router (“ Blended IP Service ”). Customer shall provide at its own expense the following Equipment for use with Blended IP Service, which Equipment is subject to CoreSite’s approval: (i) a router (together with any necessary Internet Protocol software) or interface device compatible with the Blended IP Service (which router, for clarification, constitutes “Equipment” under this MSA); (ii) power cables for Customer’s router; and (iii) connectors between Customer’s router and Customer’s other Equipment. CoreSite Party shall have no responsibility for the operation, failure, or maintenance of any Customer Equipment. CoreSite Party shall provide the cross connection between Customer’s router and CoreSite Party’s access router, and Customer must provide the demarcation point at Customer’s router to which the Blended IP Service cross connection is to be provisioned. Physical ports and/or connections between Customer’s router and CoreSite’s access router must be performed by CoreSite Party, and no physical ports and/or connections shall be performed in any other manner or location, unless otherwise permitted by CoreSite Party in writing (in its sole and absolute discretion). The term of the license of any Blended IP Service is on a month-to-month basis, commencing on the date of installation. Either Party may terminate the license upon at least 30 days’

prior written notice to the other Party (provided that, without limiting such notice period, the effective date of termination must be the first day of a calendar month). The monthly recurring fees and non-recurring fees payable by Customer to CoreSite Party for Blended IP Service are as set forth in the applicable Order, which fees are subject to increase by CoreSite Party from time to time, in its sole and absolute discretion. CoreSite Party reserves the right to pass through to Customer any federal regulatory fees or surcharges arising from or related to CoreSite Party’s sale or provision of, or Customer’s use of, Blended IP Service. Use of Blended IP Service is limited to Customer and Customer Parties. CoreSite Party exercises no control over, and accepts no responsibility for, the content of the information passing through CoreSite Party’s routers and other equipment, whether originating from Customer’s Equipment or from other parties, and use of any information obtained by Customer and Customer Parties via the Blended IP Service is at Customer’s and Customer Parties’ own risk. In addition to other remedies under this MSA, Customer agrees to indemnify and defend CoreSite from and against any third party claims Customer’s use of Blended IP Service or any content transmitted via the Blended IP Service, violates any law, rule or regulation, or the privacy or intellectual property rights of any third party. Customer acknowledges that the Blended IP Service provides Customer with access to non-CoreSite network elements, facilities, and services provided by third parties (“ Third Party Services ”), and Customer agrees that CoreSite Party exercises no control over and shall have no responsibility for any such Third Party Services (except as expressly stated in the SLA referred to below). Customer acknowledges and affirms that it has reviewed CoreSite’s Service Level Agreement (“SLA”) for the Blended IP Service located at http://coresite.com/CoreSite/media/CoreSiteDocs/sla-coresite-blended-ip-services.pdf . The SLA, which may be amended from time to time, is incorporated by reference into this MSA and sets forth CoreSite Party’s exclusive liability for, and Customer’s sole remedies for, any outages, degradation, or failures of Blended IP Services.

12. SERVICE LEVEL AGREEMENT

CoreSite acknowledges the importance of up-time and uninterrupted services in the data center industry. Accordingly, Customer may be entitled to certain abatement under the Service Level Agreement attached hereto as EXHIBIT A in the event of certain service Failures (as defined in such SLA). Notwithstanding anything to the contrary in this MSA, the remedies described in the SLA shall be Customer’s sole and exclusive remedies in connection with any Failures (as defined in the SLA), and Customer shall not have any other Claims, rights or remedies, and CoreSite Party shall not have any other liabilities, in connection with any Failures.

13. DEFINITIONS

For purposes of this MSA and any Order(s), the following terms shall have the following definitions:

Any2 Fees : The monthly recurring fees and non-recurring fees payable by Customer to CoreSite Party for Any2 exchange ports, as set forth in the applicable Order, which fees are subject to increase by CoreSite Party from time to time, in CoreSite Party’s sole and absolute discretion.

Basic Contract Damages : All of the License Fees and Service Fees that would otherwise have been payable by Customer for all of the remaining Term (i.e., that would otherwise have been payable under this MSA) absent any termination of this MSA.

Building : The building in which the Data Center defined in the applicable Order is located.

Campus Cross Connection Fees : The monthly recurring fees and non-recurring fees payable by Customer to CoreSite Party for campus cross connections, as set forth in the applicable Order, which fees are subject to increase by CoreSite Party from time to time, in its sole and absolute discretion.

Claims : All claims, judgments, damages, penalties, fines, costs, liabilities, and losses (including, without limitation, reasonable attorneys’ fees and costs).

Proprietary and Confidential

Cross Connection Fees : The monthly recurring fees and non-recurring fees payable by Customer to CoreSite Party for cross connections, as set forth in the applicable Order, which fees are subject to increase by CoreSite Party from time to time, in its sole and absolute discretion.

Customer Default : Any of the following items, whereby Customer shall be in default beyond notice and cure periods: (i) the failure by Customer to pay Service Fees, License Fees or other amounts for 5 days after written notice that the applicable amount is overdue; (ii) any breach of Section 4 above for 5 days after CoreSite Party’s delivery of written notice to Customer; provided, however, if one CoreSite Parties shall deliver 3 notices of any such breach within any 12-month period, there shall be no cure period and a Customer Default shall be deemed to have occurred; (iii) Customer becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation or composition or assignment for the benefit of creditors if such petition or proceeding is not dismissed within thirty (30) days of filing; or (iv) the failure by Customer to cure any other breach within 15 days after written notice by CoreSite Party.

Customer Parties : Customer’s customers, members, affiliates, partners, representatives, officers, directors, principals, licensees, invitees, employees, agents, trustees, contractors and sublicensees, and their respective successors and assigns.

Data Center : The data center identified in an applicable Order and operated by CoreSite Party in which CoreSite Party shall provide certain Services.

Equipment : The equipment and other property placed by or on behalf of Customer in the Space (including, without limitation, racks, servers, cabling and wiring), specifically excluding any items licensed from CoreSite Party or owned, leased or licensed by CoreSite Party.

EVC Service Fees : The monthly recurring fees and non-recurring fees payable by Customer to CoreSite Party for EVC connections, as set forth in the applicable Order, which fees are subject to increase by CoreSite Party from time to time, in its sole and absolute discretion.

Force Majeure Event : Any event beyond CoreSite Party’s reasonable control, including, without limitation, acts of war, acts of God, terrorism, earthquake, hurricanes, flood, fire or other casualty, embargo, riot, sabotage, labor shortage or dispute, governmental act, insurrections, shortages, epidemics, and quarantines.

Hazardous Material : Any material which is or becomes regulated by any applicable governmental authority, or any other hazardous or toxic material.

Indemnified Parties : With respect to CoreSite or a CoreSite Party, such parties’ or party’s members, affiliates, partners, officers, directors, principals, shareholders, representatives, employees, agents, trustees, lenders, lessors and managers, and their respective successors and assigns.

Intellectual Property : Technology, software tools, hardware designs, algorithms, software, user interface designs, network designs, patents, trademarks, trade secrets, copyrights, business methods, and any other intellectual property rights and also including, without limitation, any derivatives, improvements, enhancements, extensions, or applications relating to the foregoing.

Inter-Site Connection Fees : The monthly recurring fees and non-recurring fees payable by Customer to CoreSite Party for connections to the CoreSite point of presence, as set forth in the Order, which fees are subject to increase by CoreSite Party from time to time, in its sole and absolute discretion.

Law(s) : All applicable laws, rules, codes, regulations, court orders, and ordinances and matters of record.

License Fees : The monthly license fees payable by Customer to CoreSite Party for the license of the Space, as set forth in the applicable Order.

Licensor Default : Failure by CoreSite Party to perform its obligations under this MSA and Order within fifteen (15) days after written notice is delivered by Customer to CoreSite Party specifying the obligation which CoreSite Party has failed to perform; provided, however, that if the nature of such CoreSite Party obligation is such that more than fifteen (15)days are required for performance, then CoreSite Party shall not be in breach or default (and a Licensor Default shall not exist) if CoreSite Party commences performance within such fifteen (15)-day period and thereafter diligently prosecutes the same to completion.

Master Landlord : If applicable, the owner of the Building in which the Data Center is located (or other applicable party) from which CoreSite Party leases or subleases the Space.

Master Lease : If applicable, that certain lease between the Master Landlord, as owner, and CoreSite Party, as tenant, for the space consisting of the Data Center in the Building (as the same may be assigned, amended, modified or extended).

Order : An order on CoreSite’s standard form submitted by Customer and accepted by CoreSite Party in accordance with CoreSite’s prevailing procedures in connection with this MSA. In the event of conflict between the terms of this MSA and the terms of an Order, the terms of the Order shall control. Unless otherwise indicated, all references to this MSA include a reference to any applicable Orders. Any Order may be entered into with the use of electronic signatures and be subject to the provisions of the U.S. E-SIGN Act (i.e., the Electronic Signatures in Global and National Commerce Act (ESIGN, Pub.L. 106-229, 14 Stat. 464, enacted June 30, 2000, 15 U.S.C. ch.96).

Port Service Fees : The monthly recurring fees and non-recurring fees payable by Customer to CoreSite Party for physical port connections on the Open Cloud Exchange, as set forth in the applicable Order, which fees are subject to increase by CoreSite Party from time to time, in its sole and absolute discretion.

Post-Term License Fee Percentage : 150%.

Power NRC : Defined in the applicable Order. In connection with any increases in power installation costs, CoreSite Party may, from time to time, increase the Power NRC, provided that the applicable percentage increase in the Power NRC shall be commensurate with the percentage increase in CoreSite Party’s applicable costs/expenses relating to the increase in question, as reasonably determined by CoreSite Party.

Power Overdraw Charge : $500.00 per day, per circuit in violation.

Power Fee : Defined in the applicable Order.

Primary Power Limit : Unless otherwise set forth in the Order, such limit shall be one of the following: (i) a breakered capacity limit of primary AC power or DC power (A/B sides combined)(in kilowatts) or (ii) a defined quantity of circuits (or other electrical infrastructure) supplied to the Space by CoreSite Party in which Customer shall not exceed a defined draw of power (in kilowatts).

Primary Provisioned KW : The amount of primary AC power (in kilowatts) which CoreSite Party shall supply to Customer’s Space.

Redundant Power Fee : Defined in the Order, if applicable.

Redundant Power Reservation Fee : Defined in the Order, if applicable.

Redundant Power Limit : Unless otherwise set forth in the Order, a breakered capacity limit of (UPS, Panel or Power System, subject to availability) redundant AC power, as set forth in the Order, if applicable.

Redundant Provisioned KW : The amount of UPS redundant AC power (in kilowatts) which CoreSite Party shall supply to Customer’s Space.

Service Fees : The fees and all other amounts payable by Customer to CoreSite Party for Services; provided if Service Fees for a particular Service are not set forth in this MSA, then the Service Fees shall be as agreed to between CoreSite Party and Customer.

Proprietary and Confidential

Services : All services which may be provided by CoreSite Party to Customer from time to time, including without limitation, the provision of Space, power and related services, and the licensing of cross connections, Internet exchange ports, inter-site connections, and the building out of Space in anticipation of the commencement of the term, to the extent expressly set forth in this MSA and an Order.

Space : Colocation space in a Data Center, as defined in the applicable Order.

State : The state in which a Data Center identified in an Order is located.

Term : The term of Customer’s license of the Space from CoreSite Party, as defined in the applicable Order. Unless stated otherwise in the applicable Order, the Term is stated in months.

[Remainder of Page Intentionally Left Blank]

Proprietary and Confidential

By signing below, each party represents it has read this MSA, understands it, and agrees to be bound by it:

CORESITE :		CUSTOMER :
[***]

By: CoreSite, L.L.C., their authorized agent		BOX, Inc.

By:	/s/ Jeff Dorr	By:	/s/ Ian McNish

Name:	Jeff Dorr	Name:	Ian McNish

Title:	VP Finance	Title:	Director, Foundational Services

Date:	12/18/2015 \| 15:13 PM PT	Date:	12/18/2015 \| 14:05 PM PT

CORESITE [***]

By: CoreSite [***], L.L.C., its general partner

By:	/s/ Jeff Dorr

Name:	Jeff Dorr

Title:	VP Finance

Date:	12/18/2015 \| 15:13 PM PT

Proprietary and Confidential

[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT A

SERVICE LEVEL AGREEMENT

(Version No. 7.8.15)

This Service Level Agreement (“ SLA ”) provides certain abatement to Customer in the event of certain Failures. This SLA applies only to the Space set forth in an applicable Order Form executed under this MSA, and applies only to dedicated suite, cage, and cabinet Space (and not to conduit, innerduct, or other Space). Notwithstanding anything to the contrary in the MSA, the abatement described in this SLA shall be Customer’s sole and exclusive remedy in connection with any Failure, and CoreSite Party shall have no other liabilities in connection with any Failure.

I. DEFINITIONS .

Circuit Pair . Both the primary A power circuit and its designated redundant B power circuit, excluding any panel redundant circuits.

Circuit Pair Failure . The unavailability of power for any period of time at the Demarcation Point of any particular Circuit Pair (where such unavailability simultaneously occurs and continues with respect to both the primary A and redundant B power circuits at all times) licensed by Customer from CoreSite Party, which was at the time being used with functioning Equipment such that the Equipment experiences an actual interruption in power; provided, that such unavailability simultaneously occurs and continues with respect to both the primary A and redundant B power circuits at all times in question.

Cold Aisle . A cold aisle designated by CoreSite Party in the applicable Individual Space.

Connectivity Failure . Deemed to have occurred on a particular day if (A) CoreSite Party fails to use commercially reasonable efforts to ensure that all of CoreSite Party’s critical pathways and main distribution frame equipment in the Data Center are properly operating, and (B) a s a result of such failure, either (i) a redundant cross connection licensed by Customer from CoreSite Party in the applicable Individual Space is unavailable and interrupted on both the primary and redundant connections (simultaneously) for more than 26 cumulative seconds within a calendar month after CoreSite Party receives notice of any such failure, or (ii) an Any2 Exchange connection licensed by Customer from CoreSite Party in the applicable Individual Space is unavailable and interrupted for more than 26 cumulative seconds within a calendar month after CoreSite Party receives notice of any such failure.

Demarcation Point . The receptacle to which the applicable licensed electrical service is delivered in the applicable Equipment.

ES Failure . When the average relative humidity or the average temperature in the Individual Space or portion of Individual Space (as applicable) exceeds or drops below the applicable environmental range in Table III below, as measured by CoreSite Party, and (B) as a result, Customer’s Equipment then in operation in the applicable Individual Space is materially and adversely affected thereby.

Failure . Refers to a Power Failure, an ES Failure, and/or a Connectivity Failure.

Impacted Space (ES) . The proportion of the total Individual Space that is impacted by an ES Failure, as measured and determined by CoreSite Party. The Impacted Space (ES) percentage shall never exceed 100%.

Impacted Space (Power) . The proportion of the total Individual Space that is impacted by a Power Failure, calculated as either: (i) for Individual Space where the Primary Power Limit is a breakered capacity limit (in kilowatts), the breakered capacity of the failed primary circuit(s) divided by the total Primary Power Limit for the Individual Space; or, (ii) for Individual Space where the Primary Power Limit is a defined d raw of power (in kilowatts), the average power draw on the failed circuits as measured over the 48-hour period immediately prior to the Power Failure (as determined by CoreSite) divided by the Primary Power Limit for the Individual Space. The Impacted Space (Power) percentage shall never exceed 100%.

Individual Space . An individual cage or cabinet Space under the applicable Order Form.

Power Failure . Either a Circuit Pair Failure or a Single Circuit Failure, as applicable.

Single Circuit . Any single power circuit provisioned as an A power circuit only, with no designated redundant B power circuit.

Single Circuit Failure . The unavailability of power for more than 26 consecutive seconds at the Demarcation Point of any particular Single Circuit licensed by Customer from CoreSite Party, which was at the time being used with functioning Equipment such that the Equipment experiences an actual interruption in power.

II. POWER AVAILABILITY SLA .

A. Circuit Pair Availability SLA . CoreSite Party offers 100% power availability SLA for Circuit Pairs. In any calendar day, if a particular Individual Space experiences any Circuit Pair Failures, Customer shall be entitled to abatement of one day’s worth of Monthly License Fees for the Individual Space multiplied by the Impacted Space (Power) Percentage.

Proprietary and Confidential

B. Cumulative Availability SLA . In the event of any Power Failures to a particular Individual Space in a calendar month, and subject to the limitations below, Customer shall be entitled to additional abatement of that portion of the Monthly License Fees for the Individual Space as set forth in Table B(i) or B(ii) below (as applicable) in an amount calculated based upon the cumulative duration of Power Failures for the Individual Space during that month . For clarification, Customer may be entitled, as applicable, to abatements under both the Circuit Pair Availability SLA and the Cumulative Availability SLA.

Table B(i)

Cumulative Power Availability (Circuit Pairs)


SLA Level	% Available	Cumulative Circuit Pair Failure Duration	Abatement of Individual Space Monthly License Fee
1	99.999%	0.01 seconds to 26 seconds	No additional abatement
2	Less than 99.999%	Greater than 26 seconds	1 week x Impacted Space (Power) Percentage

Table B(ii)

Cumulative Power Availability (Single Circuit)


SLA Level	% Available	Cumulative Single Circuit Failure Duration	Abatement of Individual Space Monthly License Fee
1	99.99%	26.01 seconds to 4 minutes 23 seconds	1 day x Impacted Space (Power) Percentage
2	Less than 99.99%	Greater than 4 minutes 23 seconds	1 week x Impacted Space (Power) Percentage

III. ENVIRONMENTAL STABILITY SLA . In the event of any ES Failure(s) to a particular Individual Space in a calendar month, and subject to the limitations below, Customer shall be entitled to abatement of that portion of the Monthly License Fees for the Individual Space as set forth in Table III below.

A “ Humidity-Level 1 Failure ” shall be deemed to have occurred on a particular day if, as shown in Table III, (A) the relative humidity i n the Data Center, or a portion of the Data Center, over a full calendar day period exceeds 70% relative humidity or is below 30% relative humidity, all as measured by CoreSite Party’s Sensors, and (B) the Equipment in the applicable Individual Space is then being used by Customer in the ordinary course of business.

A “ Humidity-Level 2 Failure ” shall be deemed to have occurred on a particular day if, as shown in Table III, (A) the relative humidity in the Data Center, or a portion of the Data Center, exceeds 80% relative humidity or is below 20% relative humidity, all as measured by CoreSite Party’s Sensors, and (B) the Equipment in the applicable Individual Space is then being used by Customer in the ordinary course of business.

A “ Temperature-Level 1 Failure ” shall be deemed to have occurred on a particular day if, as shown in Table III, (A) the sustained temperature in the Data Center, or a portion of the Data Center, over a full calendar day period exceed 80.6 degrees Fahrenheit or is below 64.4 degrees Fahrenheit, as measured by CoreSite Party’s Sensors, and (B) the Equipment in the applicable Individual Space is then being used by Customer in the ordinary course of business.

A “ Temperature-Level 2 Failure ” shall be deemed to have occurred on a particular day if, as shown in Table III, (A) the sustained temperature in the Data Center, or a portion of the Data Center, exceed 89.6 degrees Fahrenheit or is below 59.0 degrees Fahrenheit, as measured by CoreSite Party’s Sensors, and (B) the Equipment in the applicable Individual Space is then being used by Customer in the ordinary course of business.

A Humidity-Level 1 Failure, Humidity-Level 2 Failure, Temperature-Level 1 Failure and Temperature-Level 2 Failure are each referred to herein as an “ ES Failure .”

Table III

Environmental Stability (ES) – Temperature and Humidi


SLA Level	Temperature (in degrees Fahrenheit)	Relative Humidity	Abatement of Individual Space Monthly License Fee
1	Less than 64.4 Greater than 80.6	Less than 30% or Greater than 70%	1 day x Impacted Space (ES) Percentage
2	Less than 59.0 Greater than 89.6	Less than 20% or Greater than 80%	1 week x Impacted Space (ES) Percentage

IV. CROSS CONNECTION AND ANY2 EXCHANGE AVAILABILITY SLA . In the event any Connectivity Failure occurs on any particular day, then Customer shall be entitled to abatement of one day’s worth of Monthly Service Fees for the affected cross connection, or the affected Any2 Exchange connection, as applicable. In no event shall the total aggregate abatement under this Article IV for any particular cross connection, or any particularly Any2 Exchange connection, as applicable, in any one calendar month exceed the Monthly Service Fees payable by Customer for that month for the applicable Service in question (notwithstanding the amount or length of any Connectivity Failures with respect to such Service). In the event there would otherwise be abatement in excess of such Monthly Service Fees for that month, then the excess shall not carry over to any subsequent period and shall be deemed extinguished and of no force or effect.

Proprietary and Confidential

V. LIMITATIONS .

A. Notwithstanding anything to the contrary in this SLA, Customer shall not be entitled to any abatement and shall have no right s or remedies under this SLA or otherwise, and no Failure shall be deemed to have occurred, during any periods of scheduled maintenance, nor if (1) Customer is in breach or default under this MSA at the time of the Failure in question, or (2) the Failure in question results from any of the following: (a) any equipment (including, without limitation, any Equipment) or applications of (or otherwise used by or in possession of) Customer or any of the other Customer Parties; (b) any act or omission of Customer or any of the other Customer Parties; or (c) a Force Majeure Event.

B. Notwithstanding anything to the contrary in this SLA, in no event shall Customer be entitled to abatement under more than one of Articles II through IV above in connection with the same event that caused the applicable Failures. In the event the same event causes more than one Failure, then Customer shall receive abatement only with respect to the one single Failure (and not with respect to multiple Failures) that would yield the highest abatement to Customer (and if more than one of such Failures exists, CoreSite Party shall stipulate which Failure shall apply for purposes of calculating the abatement). In the event a particular Failure continues, only one Failure shall be deemed to have occurred (and shall be deemed to have occurred on the day that the Failure first comes into effect), regardless of the length of such Failure.

C. Notwithstanding anything to the contrary set forth in this SLA, in no event shall the total abatement under Articles II and III for the applicable Individual Space in any one calendar month exceed the Monthly License Fees payable for that Individual Space for that calendar month (notwithstanding the amount or length of any Power Failures or ES Failures in that month or otherwise). In the event there would otherwise be abatement in excess of such Monthly License Fees for that month, then the excess shall not carry over to any subsequent period and shall be deemed extinguished and of no force or effect.

D. Notwithstanding anything to the contrary in this SLA: (i) in no event shall the total aggregate abatement for any Power Failures and/or ES Failures under this SLA in any calendar month exceed an aggregate amount equal to three (3) months’ worth of Monthly License Fees for the Individual Space under the applicable Order (calculated at the average rate payable during the initial Term for such Individual Space); and (ii) in no event shall the total aggregate abatement for a Connectivity Failure under this SLA exceed an aggregate amount equal to three (3) months’ worth of Service Fees under any applicable Order (calculated at the average Service Fee payable during the initial Term for the Services). In the event there would otherwise be abatement under this SLA in excess of the aggregate amounts set forth herein, then the excess shall not carry over to any subsequent period and shall be deemed extinguished and of no force or effect.

Proprietary and Confidential

Exhibit 10.2

Wholesale Datacenter Lease

Multi-Tenant Datacenter

VANTAGE DATA CENTERS – [***]

WHOLESALE DATACENTER LEASE

Between

VANTAGE DATA CENTERS [***], LLC

as Landlord

and

BOX, INC.

as Tenant

Dated

July 27, 2016

Vantage Confidential and Proprietary

[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

VANTAGE DATA CENTERS – [***] WHOLESALE DATACENTER LEASE

This Wholesale Datacenter Lease (this “ Lease ”) is entered into as of the date (the “ Effective Date ”) this Lease is signed by Landlord as indicated on the signature page, by and between Landlord and the Tenant:

RECITALS

A. Landlord is the owner of the Land described in Exhibit “A” attached hereto. The Land is improved with, among other things, the “Building described in Exhibit “A” attached hereto. The Land, the Building, and Landlord’s personal property thereon or therein may be referred to herein as the “ Project ”, and the Project is described in Exhibit “A” attached hereto.

B.Tenant desires to lease (i) the Datacenter Space (defined in Item 5(a) of the Basic Lease Information, below), (ii) the Pathway (defined in Item 5(b) of the Basic Lease Information, below), and (iii) the Support Space (defined in Item 5(b) of the Basic Lease Information, below).

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, Landlord and Tenant agree as follows:

BASIC LEASE INFORMATION

1. Landlord :	VANTAGE DATA CENTERS [***], LLC, a Delaware limited liability company (“ Landlord ”)
2. Original Tenant :	Box, Inc., a Delaware corporation (the “ Original Tenant ”).
3. Tenant Addresses :	Tenant Address for Notices : 900 Jefferson Ave Redwood City, CA 94063 Contact Name: [*] Contact Email: [] Phone No: [**]	Tenant Address for Invoice of Rent : 900 Jefferson Ave Redwood City, CA 94063 Contact Name: [*] Contact Email: [*] Phone No: N/A
4. Datacenter :	The datacenter suite within the Building that is depicted as “Data Module 2” on Exhibit “C-1” attached hereto (the “ Datacenter ”).
5. Premises :
(a) Datacenter Space :	Approximately [*] square feet of space in the Datacenter that is depicted as “[*]” on Exhibit “C-1” attached hereto (the “ Datacenter Space ”).

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

(b) Pathway :	The pathway (“ Pathway ”) shall consist of: (i) (A) one (1) four inch (4”) conduit from the Datacenter Space to MPOE/POP Room; (B) one (1) four inch (4”) conduit from the Datacenter Space to SEC.POP Room; (C) one (1) four inch (4”) conduit from MPOE/POP Room to Meet Me Room 2; (D) one (1) four inch (4”) conduit from SEC.POP Room to Meet Me Room 1; (E) one (1) four inch (4”) conduit from Meet Me Room 1 to the [*] Datacenter Space; and (F) one (1) four inch (4”) conduit from Meet Me Room 2 to the [] Datacenter Space (collectively, the “ Conduit Pathway ”); and (ii) 96 pairs of single mode fiber (installed at Landlord’s cost) between the Datacenter Space and the [] Datacenter Space. Tenant shall be permitted to pull and/or install cables and/or fiber in the Conduit Pathway. Tenant is responsible for the costs and installations of all fiber and/or copper cabling within the Conduit Pathway and Landlord shall provide reasonable access to the Building’s facilities and Common Areas to allow Tenant to install such fiber and/or copper cabling within the Conduit Pathway. Tenant may be limited in the number of cables and/or fiber that may be pulled through the Conduit Pathway by applicable Laws and by the physical constructs of such Conduit Pathway. The Pathway set forth herein constitutes the same pathway as set forth in the [] Lease (not additional conduit/fibers) and shall be used by Tenant in conjunction with both the Datacenter Space set forth in this Lease as well as the [] Datacenter Space set forth in the [*] Lease.
(c) Support Space :	Approximately 150 aggregate rentable square feet of dedicated storage/staging space within the Building (the “ Support Space ”). The location of the Support Space in the Building is depicted on Exhibit “C-2” attached hereto.
6. Meet Me Rooms; Demarc Rack Space; Meet Me Room Operators :
(a) Meet Me Rooms :	The “ Meet Me Rooms ” serve as the common interconnection areas for Campus tenants and consist of the following: (i) the meet me room located on the first floor of the [*] designated as “ Meet Me Room 1 ” in Exhibit “D-1” attached hereto; (ii) the meet me room located on the first floor of the [*] designated as “ Meet Me Room 2 ” in Exhibit “D-1” attached hereto; (iii) the room located on the first floor of the Building designated as “ SEC.POP Room ” in Exhibit “D-2” attached hereto; and (iv) the room located on the first floor of the Building designated as “ MPOE/POP Room ” in Exhibit “D-2” attached hereto.
(b) Demarc Rack Space :	Tenant shall have the right to use one-half (1/2) of one four-post cabinet (the “ Demarc Rack Space ”) in each of the Meet Me Room 1 and Meet Me Room 2 as designated by Landlord. The Demarc Rack Space set forth herein constitutes the same space as set forth in the [*] Lease (not additional space) and shall be used by Tenant in conjunction with both the Datacenter Space set forth in this Lease as well as the [] Datacenter Space set forth in the [**] Lease. The Demarc Rack Space provided in each Meet Me Room shall be contiguous and lockable or otherwise securable by Tenant.
(c) Meet Me Room Operators :	[***], LLC and Vantage Data Centers Management Company, LLC.
7. Term :
(a) Commencement Date :	The “ Commencement Date ” means (and shall occur on) the date on which all of the commencement date conditions for the [*] Datacenter Space as set forth in the [*] Lease are satisfied; provided, however, notwithstanding anything to the contrary set forth in this Lease, (i) Tenant shall not take occupancy of or have any access to the Datacenter Space prior to the CLP Commencement Date (defined below) and (ii) shall not utilize Critical Load Power with respect to the Datacenter Space or commence business operations from any portion of the Premises prior to December 1, 2016 (the “ CLP Commencement Date ”). The Commencement Date is currently targeted to occur between September 9, 2016 and September 16, 2016 (the “ Target Commencement Date ”).
(b) Initial Term :	Approximately sixty (60) months, commencing on the Commencement Date and expiring on the last day of the calendar month in which the date that is sixty (60) months after the Commencement Date occurs (the “ Initial Term ”).
(c) Early Occupancy Period :	None.
(d) Options to Extend the Term :	Two (2) Extension Options (defined in Exhibit “I” ), each to extend the Term for an Option Term (defined in Exhibit “I” ) of sixty (60) months pursuant to Exhibit “I” .

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Vantage Confidential and Proprietary

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

8. Rent :
(a) Base Rent :

Months of Initial Term	Total Base Rent CLP (kW)	Monthly Base Rental Rate ($/kW/mo)	Total Monthly Base Rent ($/mo)	Base Rent for Improvement Allowance ($/mo)*	Total Monthly Base Rent with Improvement Allowance ($/mo)
Months 1 – 9	[***]	[***]	[***]	[***]	[***]
Months 10 – 12	[***]	[***]	[***]	[***]	[***]
Months 13 – 15	[***]	[***]	[***]	[***]	[***]
Months 16 – 18	[***]	[***]	[***]	[***]	[***]
Months 19 – 21	[***]	[***]	[***]	[***]	[***]
Months 22 – 24	[***]	[***]	[***]	[***]	[***]
Months 25 – 36	[***]	[***]	[***]	[***]	[***]
Months 37 – 48	[***]	[***]	[***]	[***]	[***]
Months 49 – 60	[***]	[***]	[***]	[***]	[***]
	* Base Rate for the Improvement Allowance as set forth in the fifth column of the table above shall be adjusted in accordance with Section 9.3.2 below based on the utilized portion of the Improvement Allowance attributable to the Datacenter Space.
	If, for any reason other than a Tenant Delay Day, the CLP Commencement Date does not occur on December 1, 2016, then the payment of Base Rent as set forth in the table above shall be delayed by one day for each day that the CLP Commencement Date is delayed beyond December 1, 2016.
	For purposes of this Item 8(a) , the first consecutive one (1) month period shall elapse after: (a) the Commencement Date for the Datacenter Space if such Commencement Date occurs on the first day of a month; or (b) the first day of the month following the Commencement Date for the Datacenter Space if such Commencement Date does not occur on the first day of a month. Base Rent shall be prorated for any partial calendar months at the beginning of the Term.
(b) Cross Connections :	No recurring charges shall be payable to Landlord for up to four (4) Cross Connections (in the aggregate with respect to the Datacenter Space and the [***] Datacenter Space) made by Tenant in the Meet Me Rooms; however, with respect to additional Cross Connections, Tenant shall be charged the then-current amounts per Cross Connection by the Meet Me Room Operator (currently, a monthly recurring charge (MRC) of $350 and a nonrecurring charge (NRC) of $150, subject to adjustment from time to time). Landlord shall not charge an MRC or NRC with respect to Cross Connections terminating outside of the Meet Me Rooms, provided that (i) such Cross Connections are one to one (not one to many) and are not resold by Tenant and (ii) Tenant is responsible to negotiate directly with carriers with respect to such Cross Connections. Tenant is responsible for all costs to install and maintain Cross Connections, whether inside or outside of the Meet Me Rooms.
(c) Prepaid Rent :	None.
9. Installation Fee :	None.
10. Security Deposit :	$[***] (the “Security Deposit”).
11. Electricity Provided :
(a) Electricity to be Provided to PDUs :	A total of [***], available per the Base Rent CLP ramp schedule set forth in Item 8(a) , above.
(b) UPS Power :	UPS breakered amp usage included in the Base Rent for Datacenter Space: As provided in Part I of Exhibit “H” .

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

12. Cooling Load Factor :	Tenant’s Cooling Load Factor shall be as follows: (a) thirty percent (30%) if Tenant is utilizing at least forty percent (40%) of the total Critical Load Power available to the Datacenter Space (i.e., [***]) and (b) forty percent (40%) if Tenant (i) is utilizing less than forty percent (40%) of the total Critical Load Power available to the Datacenter Space or (ii) does not install and maintain in good working order throughout the Term (A) a cold aisle containment system with respect to the Datacenter Space and (B) blanking plates in any unpopulated racks in the Datacenter Space in order to minimize leakage of the cold aisle containment system.
13. Brokers :
(a) Landlord’s Broker :	None.
(b) Tenant’s Broker :	CBRE, Inc.

This Lease shall consist of the foregoing Basic Lease Information, and the provisions of the Standard Lease Provisions (consisting of Sections 1 through 17 which follow) and Exhibits “A” through “M”, inclusive, all of which are incorporated herein by this reference as of the Effective Date. In the event of any conflict between the provisions of the Basic Lease Information and the provisions of the Standard Lease Provisions, the Standard Lease Provisions shall control. Any initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Standard Lease Provisions.

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

STANDARD LEASE PROVISIONS

1. DEFINITIONS.

1.1 “ Actual Electrical Costs ” means the cost per kilowatt hour and cost per kilowatt demand, adjusted by applicable rate adjustments, to Landlord for the purchase of electricity from the public utility or other electricity provider furnishing electrical service to the Campus from time to time and the cost of delivery (including efficiency losses, if applicable) of such electricity to the Datacenter Space, including sales and other taxes or other impositions imposed by any Governmental Authority on Landlord’s purchase of electricity.

1.2 “ Additional Rent ” means all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such

1.3 “ Affiliate ” means, with respect to any designated Person, any Person that is directly or indirectly Controlled by, under common Control with or that Controls such designated Person.

1.4 “ Alterations ” means any alterations, additions, improvements or replacements to the Premises, the Datacenter, or any other portion of the Building or Project completed by or on behalf of Tenant, including, without limitation, the Tenant Datacenter Space Installations.

1.5 “ Back Up Power ” is defined in Section 8.1.2 of the Standard Lease Provisions.

1.6 “ Base Rent ” is defined in Section 4.1.1 of the Standard Lease Provisions.

1.7 “ Base Rent CLP ” means (a) during month 1 through month 6 of the Initial Term, [***], (b) during month 7 through month 9 of the Initial Term, [***], (c) during month 10 through month 12 of the Initial Term, [***], (d) during month 13 through month 15 of the Initial Term, [***], (e) during month 16 through month 18 of the Initial Term, [***], (f) during month 19 through month 21 of the Initial Term, [***] and (g) during month 22 through the remainder of the Term, [***].

1.8 “ Base Year ” means (a) with respect to Property Taxes, the twelve (12) month period beginning on July 1, 2016 and ending on June 30, 2017 and (b) with respect to Insurance, the twelve (12) month period beginning on April 14, 2016 and ending on April 13, 2017.

1.9 “ Building ” is defined in Exhibit “A” attached hereto.

1.10 “ Building Common Areas ” means those areas within the Building that are provided for the common use of all Building tenants, occupants and invitees, such as, without limitation, accessways, lobbies, common conference and break rooms, corridors, fire vestibules, elevators (if any), foyers, restrooms, janitor’s closets, and other similar facilities. For the avoidance of doubt, it is understood that the Meet Me Rooms are not Building Common Areas, provided that Landlord shall provide Tenant with access to the Meet Me Rooms in accordance with Section 2.3.2 of the Standard Lease Provisions.

1.11 “ Building Systems ” means, collectively, the Campus’s and the Project’s primary systems and equipment, including, without limitation, all fire/life safety, roof, walls, electrical, HVAC, plumbing or sprinkler, access control (including, without limitation, Landlord’s Access Control Systems), mechanical, telecommunications and elevator systems and equipment. For the avoidance of doubt, the electrical Building Systems end at the PDUs serving the Datacenter Space and do not include electrical systems and infrastructure serving the Datacenter Space “downstream” of the output circuit breakers for the PDUs serving the Datacenter Space (including, without limitation, all RPPs, power distribution whips, receptacles and other installations).

1.12 “ Brokers ” means the Persons, if any, identified in Items 13(a) and 13(b) of the Basic Lease Information.

1.13 “ Campus ” means that certain data center campus commonly known as Vantage Data Centers – [***] which currently includes the Building and the other building improvements commonly known as and located at [***] and the land on which such buildings are located and all other improvements located on such land.

1.14 “ Campus Common Areas ” means those areas of the Campus that are provided for the common use of all Campus tenants, occupants and invitees, such as, without limitation, driveways, parking areas, plazas and sidewalk areas.

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

1.15 “ Casualty ” is defined in Section 10.1.1 of the Standard Lease Provisions.

1.16 “ Casualty Damage ” is defined in Section 10.1.1 of the Standard Lease Provisions

1.17 “ Claims ” means, collectively, claims, actions, suits, proceedings, losses, damages, obligations, liabilities, penalties, fines, costs and expenses, excluding attorneys’ fees, legal costs, and other costs and expenses of defending against any claims, actions, suits, or proceedings, except as otherwise set forth in Section 17.11 .

1.18 “ CLP Commencement Date ” is defined in Item 7(a) of the Basic Lease Information.

1.19 “ CLP Commencement Date Conditions ” mean, and shall be satisfied upon Landlord’s tender to Tenant of delivery of possession of the Datacenter Space and the Pathway with all of the Landlord’s Installations and the Tenant Datacenter Space Installations (to the extent set forth in the Tenant Datacenter Space Installation Plan Documents) Substantially Completed. When the CLP Commencement Date Conditions are Substantially Completed, the CLP Commencement Date shall be memorialized via a written commencement date memorandum delivered by Landlord to Tenant.

1.20 “ Commencement Date ” is defined in Item 7(a) of the Basic Lease Information.

1.21 “ Common Areas ” means the Building Common Areas and the Campus Common Areas.

1.22 “ Conflicting Use ” means any use of the Premises in any manner (or the taking or allowing of any act in or about the Premises) that: (a) violates or conflicts with any Laws; (b) causes or is reasonably likely to cause damage to the Campus, the Project, the Building, the Premises or the Building and/or the Building Systems; (c) shall invalidate or otherwise violate a requirement or condition of any fire, extended coverage or any other insurance policy covering the Campus, the Project, the Building, the Datacenter, and/or the Premises, or the property located therein; (d) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants or occupants of the Campus, the Datacenter, the Building or the Project, or any equipment, facilities or systems of any such tenants or occupants; (e) interferes with, or is reasonably likely to interfere with, the transmission or reception of microwave, television, radio, telephone, or other communication signals by antennae or other facilities located at the Campus or the Project; (f) amounts to (or results in) the commission of waste in the Campus, the Premises, the Datacenter, the Building or the Project; or (g) violates any of the rules and regulations from time to time promulgated by Landlord in writing to Tenant and applicable to the Campus, the Premises, the Datacenter, the Building or the Project (including, without limitation, the Datacenter Rules and Regulations).

1.23 “ Control ” or “ Controlling ” means possession of the direct or indirect power to direct or cause the direction of the management and policies of a Person.

1.24 “ Critical Load Power ” means the total electrical power supplied to the PDUs serving the Datacenter Space that is available for utilization by Tenant in the Datacenter Space (as measured at the supply side of the dedicated PDU systems serving the Datacenter Space and at the output feeder breakers of the shared PDU systems serving the Datacenter Space) for the purpose of delivering critical electrical power to Tenant’s Equipment and other Tenant’s Personal Property in the Datacenter Space.

1.25 “ Cross Connections ” means interconnections in a Meet Me Room between Tenant’s Demarc Rack Space and any telecommunications carriers present in such Meet Me Room.

1.26 “ Damage Notice ” is defined in Section 10.1.1 of the Standard Lease Provisions

1.27 “ Datacenter ” is defined in Item 4 of the Basic Lease Information

1.28 “ Datacenter Power Payment ” means, each month, an amount equal to the Actual Electrical Costs to deliver all electrical energy during such month as Critical Load Power to the Datacenter Space (as measured by the Electrical Metering Equipment).

1.29 “ Datacenter Rules and Regulations ” means Landlord’s rules and regulations for the Datacenter, as such reasonable rules and regulations may be reasonably amended, modified or supplemented from time to time in Landlord’s sole and absolute discretion. The current version of the Datacenter Rules and Regulations are included as Exhibit “K” .

1.30 “ Datacenter Space ” is defined in Item 5(a) of the Basic Lease Information.

1.31 “ Default Rate ” means an annual rate of interest equal to the lesser of (a) fifteen percent (15%) per annum and (b) the maximum contract rate permitted to be charged under applicable Law.

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1.32 “ Demarc Rack Space ” is defined in Item 6(b) of the Basic Lease Information.

1.33 “ Early Occupancy Date ” (if any) is defined in Item 7(c) of the Basic Lease Information.

1.34 “ Early Occupancy Period ” means the period (if any) specified in Item 7(c) of the Basic Lease Information, during which Tenant can occupy and use the Premises prior to the CLP Commencement Date in accordance with the terms and conditions of Section 3.1.2 of the Standard Lease Provisions.

1.35 “ Effective Date ” is defined in the preamblular paragraph to this Lease.

1.36 “ Electrical Metering Equipment ” means revenue-grade electrical metering device (or electrical metering devices) for monitoring the electricity delivered as Critical Load Power to the Datacenter Space that is compatible with Landlord’s energy management system. For the avoidance of doubt, it is understood that the Electrical Metering Equipment measures electrical power delivered to the supply side of the PDU systems serving the Datacenter Space.

1.37 “ Electrical Power Threshold ” means number of kilowatts for the Datacenter Space specified in Paragraph 1 of Exhibit “H” .

1.38 “ Encumbrances ” means liens, claims, stop notices and violation notices, including, without limitation, any of the same relating to any of the Tenant’s Personal Property, the Alterations or any other work performed for, materials furnished to or obligations incurred by Tenant.

1.39 “ Environmental Laws ” means and includes all now and hereafter existing Laws regulating, relating to, or imposing liability or standards of conduct concerning public health and safety or the environment.

1.40 “ Equipment ” means only computer, switch and/or communications equipment.

1.41 “ Estimated Restoration Period ” is defined in Section 10.1.1 of the Standard Lease Provisions

1.42 “ Extension Option ” is defined in Exhibit “I” attached hereto.

1.43 “ Force Majeure ” is defined in Section 17.7 of the Standard Lease Provisions.

1.44 “ GAAP ” means generally accepted accounting principles, consistently applied.

1.45 “ Governmental Authority ” means any of the United States of America, the state, county and/or city in which the Campus or the Project is located (and/or any political subdivision of such state, county or city), any agency, department, commission, board, bureau or instrumentality of any of the foregoing, and any quasi-municipal corporation or similar entity that now exists or is hereafter created, having jurisdiction over the Campus or the Project or any portion thereof or the vaults, curbs, sidewalks, streets and areas adjacent thereto.

1.46 “ Handle ,” “ Handled ,” or “ Handling ” means any installation, handling, generation, storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity of any type in connection with or involving Hazardous Materials.

1.47 “ Hazardous Materials ” means and includes: (a) any material or substance: (i) which is defined or becomes defined as a “hazardous substance,” “hazardous waste,” “infectious waste,” “chemical mixture or substance,” or “air pollutant” under Environmental Laws; (ii) containing petroleum, crude oil or any fraction thereof, excluding plastics and items commonly found in data centers not otherwise covered in this Section 1.47 ; (iii) containing polychlorinated biphenyls (PCB’s), excluding plastics and items commonly found in data centers not otherwise covered in this Section 1.47 ; (iv) asbestos, asbestos-containing materials or presumed asbestos-containing materials (collectively, “ ACM ”); (v) which is radioactive; (vi) which is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or corrosive characteristics and that present a risk to public health and safety or the environment.

1.48 “ Holder ” means the holder of any Security Instruments.

1.49 “ Holdover Base Rental Rate ” means a monthly base rental rate equal to 150% of the Base Rent payable by Tenant to Landlord during the last month of the Term of this Lease.

1.50 “ HVAC ” means heating ventilation and air conditioning.

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1.51 “ Improvement Allowance ” is defined in Section 9.3.2 of the Standard Lease Provisions.

1.52 “ Initial Alterations ” is defined in Section 9.3.2.4 of the Standard Lease Provisions.

1.53 “ Initial Term ” means the period specified in Item 7(b) of the Basic Lease Information.

1.54 “ Installation Fee ” means the amount, if any, specified in Item 9 of the Basic Lease Information.

1.55 “ Institutional Owner Practices ” means practices that are consistent with the practices of the majority of the institutional owners of institutional grade, first-class data center or telecommunications projects in the United States of America.

1.56 “ Land ” is defined in Exhibit “A” attached hereto.

1.57 “ Landlord ” is defined in Item 1 of the Basic Lease Information.

1.58 “ Landlord Confidential Information ” means: (a) the terms and provisions of this Lease and of any term sheet, letter of intent or discussions on which this Lease is based and the content of any discussions between Landlord and Tenant regarding the same and (b) the Actual Electrical Costs charged hereunder, and (c) any other information that is disclosed by Landlord that: (i) is marked as confidential, proprietary, or with a similar legend or (ii) that the party receiving the information otherwise should reasonably know to be confidential based upon its content.

1.59 “ Landlord Default ” is defined in Section 16.1 of the Standard Lease Provisions.

1.60 “ Landlord Parties ” means, collectively: Landlord; [***]; and their respective Affiliates and Successors and assigns, and all of their respective directors, officers, shareholders, members, employees, agents, constituent partners, affiliates, beneficiaries, trustees and representatives.

1.61 “ Landlord Party ” means any of the Landlord Parties.

1.62 “ Landlord’s Access Control Systems ” means five (5) layers of security built into the Campus which include (a) perimeter fencing and gates; (b) CCTV (PTZ or fixed); (c) on site Security Operations Center with operation of a check-in desk at the Campus’ main entrance by security officers twenty-four (24) hours per day, seven (7) days per week; (d) visitor management system; (e) installation of an electronic “key card” system to control access to the Datacenter Space, including bioscript access (card/biometric) readers; and (f) installation of a video surveillance system in the Datacenter with a 90 day archiving standard across 90+ cameras for the Campus.

1.63 “ Landlord’s Installations ” means all of the items and installations described in Part I of Exhibit “J” attached hereto.

1.64 “ Landlord’s Knowledge ” means the actual knowledge of Landlord’s Chief Executive Officer as of the Effective Date, with no duty of inquiry or investigation.

1.65 “ Landlord’s Lease Undertakings ” means each and all of the representations, warranties, covenants, undertakings, and agreements contained in the Lease Documents that is or are to be provided or performed by Landlord.

1.66 “ Late Charge ” is defined in Section 4.3 of the Standard Lease Provisions.

1.67 “ Late Charge Delinquency ” means any failure of Landlord to receive any payment of Rent on or before the date that is six (6) days after the date on which such payment of Rent is due.

1.68 “ Laws ” means, collectively, statutes, laws, ordinances, building codes, rules, regulations, orders and directives of any Governmental Authority having jurisdiction (including, without limitation, any certificate of occupancy), and all covenants, conditions and restrictions applicable to the Campus or the Project.

1.69 “ Lease ” is defined in the preamblular paragraph to this Lease.

1.70 “ Lease Documents ” means this Lease together with any and all exhibits, riders, amendments, or addenda to this Lease.

1.71 “ Legal Notices ” means any notices sent or otherwise transmitted by or on behalf of Landlord to Tenant in connection with any legal proceedings with respect to possession of the Premises instituted by Landlord in connection with this Lease (including, without limitation, service of process in connection with any unlawful detainer action).

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

1.72 “ Meet Me Room ” is defined in Item 6(a) of the Basic Lease Information.

1.73 “ Meet Me Room Operators ” means the Persons identified in Item 6(c) of the Basic Lease Information or any other Person appointed by Landlord as a Meet Me Room Operator.

1.74 “ MMR Services ” means the services typically provided by companies in the business of providing carrier-neutral interconnections, such as the Telx, Coresite and Telehouse, including, without limitation, furnishing of space, racks and pathway to parties for the purpose of such party’s placement and maintenance of computer, switch and/or communications equipment and connections with the communications cable and facilities of other parties in the Building.

1.75 “ Notified Party ” means each Holder (defined above) of which Tenant has received written notice.

1.76 “ Original Tenant ” is defined in Item 2 of the Basic Lease Information.

1.77 “ Pathway ” means those certain conduit(s), partial conduit(s) and/or dark fiber(s) or copper described in the Item 5(b) of the Basic Lease Information.

1.78 “ Permitted Alterations ” means only usual and customary installations, repairs, maintenance, and removals of equipment and telecommunication cables within the Premises if and to the extent that such installations, repairs, maintenance, and removals: (a) are usual and customary within the industry, (b) are of a type and extent which are customarily permitted to be made without consent by landlords acting consistently with Institutional Owner Practices leasing similar space for similar uses to similar tenants, (c) are in compliance with applicable Laws and the Datacenter Rules and Regulations, and (d) shall not affect the Building’s structure, the provision of services to other Building tenants, or any Building Systems (including, without limitation, the Building’s (and the Datacenter’s) electrical, plumbing, HVAC, life safety or mechanical systems).

1.79 “ Permitted Transfer ” means (a) an assignment of this Lease to a Successor of Tenant or (b) a sublease of all or part of the Premises to an Affiliate of Tenant, in either case, on the condition that (i) the Permitted Transferee is of a character consistent with Landlord’s first class standard for tenants of the Project, (ii) the Permitted Transferee assumes in writing all of Tenant’s rights and obligations hereunder, (iii) the assignment or sublease is taken for a bona fide business purpose and not principally or exclusively as a means to evade any of the requirements of this Lease (including, but not limited to, the consent requirements under Article 11 of the Standard Lease Provisions), and (iv) the Tangible Net Worth of the Permitted Transferee after the date of assignment or sublease would not be less than the Tangible Net Worth of Tenant as of the date immediately prior to the date of such assignment or sublease.

1.80 “ Permitted Transferee ” means the Person to which a Permitted Transfer is made.

1.81 “ Permitted Use ” means only the placement and maintenance of Equipment and connections (in accordance with Section 2.3 of the Standard Lease Provisions) with the communications cable and facilities of other tenants in the Datacenter or the Building, in each case, consistent with a first-class mission critical data center; provided that, with respect to any portion of the Premises designated as “office space” the Permitted Use shall mean only general office use, and/or to any portion of the Premises designated as “storage space” the Permitted Use shall mean only storage of dry goods.

1.82 “ Person ” means an individual, general or limited partnership, limited liability partnership or company, corporation, trust, estate, real estate investment trust association or any other entity.

1.83 “ Personal Information ” is defined in Section 17.17 of the Standard Lease Provisions.

1.84 “ Power Payment ” means, each month, an amount equal to the sum of: (a) the Datacenter Power Payment and (b) the Uplift Power Payment.

1.85 “ Premises ” means the Datacenter Space together with the Pathway and Support Space.

1.86 “ Premises Restoration ” is defined in Section 10.1.1 of the Standard Lease Provisions.

1.87 “ Prepaid Rent Amount ” means the amount, if any, specified in Item 8(c) of the Basic Lease Information.

1.88 “ Project ” is defined in Recital A to this Lease.

1.89 “ Reference Rate ” means the “prime rate” or “reference rate” announced from time to time by Bank of America, N.T. & S.A. (or such reasonable comparable national banking institution as is selected by Landlord in the event Bank of America, N.T. & S.A. ceases to publish a prime rate or reference rate).

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1.90 “ Rent ” is defined in Section 4.2 of the Standard Lease Provisions.

1.91 “ Restoration ” is defined in Section 10.1.2 of the Standard Lease Provisions.

1.92 “ Restoration Notice ” is defined in Section 10.1.1 of the Standard Lease Provisions.

1.93 “ Review Expenses ” means all review and processing fees, and costs, as well as any reasonable professional, attorneys’, accountants’, engineers’ or other consultants’ fees incurred by Landlord (including reasonable documentation of such fees and costs) relating to any request by Tenant for Landlord’s consent, including, but not limited to, any request for consent to a proposed Transfer.

1.94 “ Security Deposit ” is defined in Item 10 of the Basic Lease Information.

1.95 “ Security Instruments ”, means, collectively: (a) all present and future ground leases and master leases of all or any part of the Campus, the Project, the Building or the Datacenter; (b) present and future mortgages and deeds of trust encumbering all or any part of the Campus, the Project, the Building or the Datacenter; (c) all past and future advances made under any such mortgages or deeds of trust; and (d) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust, which now or hereafter constitute a lien upon or affect the Campus, the Project, the Building or the Datacenter.

1.96 “ Shared Electrical and Mechanical Equipment ” means equipment that is located in or outside of the Datacenter that services portions of the Datacenter and/or the Building in addition to (and other than) the Datacenter Space and for which Landlord reasonably determines that it is not commercially practical to directly meter the consumption of electricity solely attributable to Tenant and the Premises.

1.97 “ State ” means the state in which the Project is located.

1.98 “ Substantially Completed ” means that all of the applicable Landlord’s Installations have been completed in accordance with the requirements set forth in Part I of Exhibit “J” and all of the applicable Tenant Datacenter Space Installations have been completed in accordance with the Tenant Datacenter Space Installation Plan Documents, in each case excepting minor punch list items that constitute the details of construction, decoration or mechanical adjustment, the lack of completion of which shall not materially interfere with or delay Tenant’s Permitted Use of the Premises. Notwithstanding the foregoing, if any Tenant Delay Days occur, the Landlord’s Installations and the Tenant Datacenter Space Installations shall be deemed Substantially Completed on the date that such Landlord’s Installations and Tenant Datacenter Space Installations would have been Substantially Complete but for the occurrence of such Tenant Delay Days.

1.99 “ Successor ” means, with respect to any Person: (a) an entity which is the result of a conversion of such Person from one form of entity to a different form of entity recognized by, and qualified to do business in, the State (such as, by way of example only, a conversion from a corporation to a limited liability company), (b) any successor corporation or other entity resulting from a merger, consolidation, acquisition or other action with respect to such Person, or (c) another Person that purchases all or substantially all of the assets of such Person or of the parent company of such Person.

1.100 “ Support Space ” is defined in Item 5(c) of the Basic Lease Information.

1.101 “ Taking ” is defined in Section 10.2 of the Standard Lease Provisions.

1.102 “ Taking Date ” is defined in Section 10.2 of the Standard Lease Provisions.

1.103 “ Tangible Net Worth ” means the excess of total assets over total liabilities (in each case, determined in accordance with GAAP) excluding from the determination of total assets all assets which would be classified as intangible assets under GAAP, including, without limitation, goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises.

1.104 “ Target Commencement Date ” is defined in Item 7(a) of the Basic Lease Information.

1.105 “ Tenant Competitors ” means the following five (5) entities: Dropbox, Hightail, Egnyte, Watch Stocks and Accellion.

1.106 “ Tenant ” means Original Tenant, and any person or entity to whom or to which all of Original Tenant’s interest in this Lease is assigned (or otherwise transferred) in accordance with the provisions of Article 11 of the Standard Lease Provisions.

1.107 “ Tenant Datacenter Space Installation Plan Documents ” is defined in Section 4.1.5.1 of the Standard Lease Provisions.

1.108 “ Tenant Datacenter Space Installations ” is defined in Part II of Exhibit “J” attached hereto.

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1.109 “ Tenant Delay Day ” means any day of delay due to (a) Tenant’s request for changes or additions to the Tenant Datacenter Space Installations after the Effective Date, (b) Tenant’s failure to approve or disapprove within three (3) Business Days any action item re quiring Tenant’s approval or disapproval (unless a greater period of time is provided for under the terms of this Lease or the Tenant Datacenter Space Installation Plan Documents), (c) Tenant’s failure to pay any invoiced expenses associated with the Tenant Datacenter Space Installations by the applicable due date or (d) any material interference by Tenant with the construction and installation of the Landlord’s Installations and/or the Tenant Datacenter Space Installations.

1.110 “ Tenant Installation Costs ” is defined in Section 4.1.5.4 of the Standard Lease Provisions.

1.111 “ Tenant Parties ” means collectively, Tenant, its Transferees and any other Person claiming by, through or under Tenant, and their respective contractors, clients, customers, uses, officers, directors, employees, representatives, licensees, agents, and invitees.

1.112 “ Tenant Party ” means any of the Tenant Parties.

1.113 “ Tenant’s Confidential Information ” means: (a) the contents of any documents disclosed to Landlord under Section 12.3 of the Standard Lease Provisions, (b) the fact that Landlord and Tenant have entered into this Lease and (c) any other information that is disclosed by Tenant that: (i) is marked as confidential, proprietary, or with a similar legend or (ii) that the party receiving the information otherwise should reasonably know to be confidential based upon its content.

1.114 “ Tenant’s Percentage Share ” means, with respect to Property Taxes and Insurance, 14.4% (provided that if the area of the Datacenter Space or the area of all of the data center space in the Project changes, Landlord may recalculate Tenant’s Percentage Share with respect to Property Taxes and Insurance, in which case Tenant’s Percentage Share with respect to Property Taxes and Insurance shall be recalculated by dividing the number of square feet of rentable area in the Datacenter Space by the number of square feet of data center space in the Project, and expressing such quotient in the form of a percentage). Landlord and Tenant acknowledge that Tenant’s Percentage Share is a “deemed” share, which has been calculated by taking into consideration the rentable square feet of all space that is included collectively in and/or serving the Datacenter Space.

1.115 “ Tenant’s Personal Property ” means, collectively, all Equipment, cable, wiring, connecting lines, and other installations or property installed or placed by or for on behalf of Tenant anywhere in the Building, the Datacenter, and/or the Premises (including, but not limited to the Tenant’s Security System, if any).

1.116 “ Tenant’s Security System ” is defined in Section 9.3.2 of the Standard Lease Provisions.

1.117 “ Term ” means the Initial Term, as such Initial Term may be extended by exercise of any right of Tenant hereunder to extend the term of this Lease (as provided in Item 7(d) of the Basic Lease Information), or otherwise upon the written agreement of Landlord and Tenant.

1.118 “ Transfer ” means and includes any of the following: (a) a sublease all or any part of the Premises, (b) an assignment of the Lease, (c) entering into any other agreement (i) that permits a third party (other than Tenant’s employees and occasional guests) to occupy or use any portion of the Premises or (ii) otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers or permits a lien to attach to Tenant’s interest under this Lease or (d) a direct or indirect transfer, assignment, pledge, or hypothecation of a Controlling interest in Tenant.

1.119 “ Transfer Request ” means a written request for Landlord’s consent to a Proposed Transfer, which includes a statement containing: (a) the name and address of the proposed Transferee; (b) current, certified financial statements of the proposed Transferee, and any other information and materials (including, without limitation, credit reports, business plans, operating history, bank and character references) required by Landlord to assist Landlord in reviewing the financial responsibility, character, and reputation of the proposed Transferee; and (c) all of the principal terms of the proposed Transfer;.

1.120 “ Transferee ” means any Person to whom a Transfer is made or sought to be made.

1.121 “ Uplift Power Payment ” means the product of: (a) the Cooling Load Factor specified in Item 12 of the Basic Lease Information (expressed as a decimal amount) and (b) the Datacenter Power Payment; provided that if Landlord determines that Actual Electrical Costs incurred in connection with operation of the Shared Electrical and Mechanical Equipment can be metered and allocated on a prorated/actual basis (based on actual use of Critical Load Power), or if Tenant does not implement and at all times maintain during the Term a commercially reasonable cold aisle containment system for the entire Datacenter Space, Landlord may elect to calculate the Uplift Power Payment as Tenant’s share (based on Tenant’s actual use of Critical Load Power) of the Actual Electrical Costs incurred in connection with operation of the Shared Electrical and Mechanical Equipment. Landlord and Tenant acknowledge that the Uplift Power Payment is intended to reimburse Landlord for electricity used by Shared Electrical and Mechanical Equipment.

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1.122 “ [***] Datacenter Space ” means [***] of datacenter space in the [***], which is leased by Tenant pursuant to the [***] Lease.

1.123 “ [***] Lease ” means that certain Wholesale Datacenter Lease of even date herewith by and between Vantage Data Centers [***], LLC and Tenant with respect to the lease of the [***] Datacenter Space.

Terms in initial capitals that are not defined in Article 1 shall have the meanings given to them elsewhere in this Lease.

2. LEASE OF PREMISES.

2.1 Lease of Premises; Quiet Enjoyment; Access . In consideration of the covenants and agreements to be performed by Tenant, and upon and subject to the terms and conditions of this Lease, Landlord leases the Premises to Tenant for the Term and Tenant Leases the Premises from Landlord for the Term. Subject to all of the terms and conditions of this Lease, Tenant shall quietly have, hold and enjoy the Premises without hindrance from Landlord or any person or entity claiming by, through or under Landlord. Subject to the terms and conditions of this Lease (including, without limitation, the Datacenter Rules and Regulations) and Landlord’s Access Control Systems and other access control protocols, Tenant shall have access to the Datacenter Space and the Premises twenty- four (24) hours per day, seven (7) days per week. Tenant acknowledges and agrees that it understands that all persons in the Datacenter and other portions of the Building and the activities of all such persons are and shall be subject to surveillance by video camera and/or otherwise by Landlord’s agents and employees.

2.2 Condition of Premises . Tenant acknowledges and agrees that: (a) Tenant has inspected the Building, the Datacenter and the Premises and accepts them in their “AS IS, WHERE IS” condition, (b) that neither Landlord nor any of its agents have made any representations or warranties (express or implied) with respect to the condition of the Campus, the Project, the Building, the Datacenter or the Premises or their suitability or fitness for the conduct of Tenant’s Permitted Use, its business or for any other purpose, and (c) except for the Landlord’s Installations specifically described in Exhibit “J” attached hereto, Landlord has no obligation to construct or install any improvements in or to make any other alterations or modifications to the Campus, the Project, the Building, the Datacenter or the Premises; provided that nothing in this Section 2.2 shall release Landlord from or otherwise reduce Landlord’s obligations under Exhibit “J” attached hereto or under Sections 8.1 and 9.1 below. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Campus, the Project, the Building and the Datacenter were at such time in good order and clean condition. In addition, without limiting the generality of the foregoing, it is understood and agreed that:

2.2.1 Tenant shall have the sole responsibility, at its expense, to secure any and all governmental permits and/or approvals relating to Tenant’s use of the Premises (except for any permits and/or approvals that are directly required in connection with any of the Landlord’s Installations or the Building or location apart from the Premises).

2.2.2 Except to the extent set forth in Section 4.1.5 below, Tenant shall have the sole responsibility, at its expense, to install (in accordance with best practices in the datacenter industry) all of its Equipment and other Tenant’s Personal Property in the Datacenter Space.

2.2.3 Except to the extent (if it all) expressly provided in Exhibit “J” attached hereto, Tenant shall, at its sole cost and expense, be responsible for the installation of: (a) all power circuits and rack grounding to the base Building grounding grid system required to distribute in the Datacenter Space the electrical power delivered by Landlord from the Power Distribution Units (“ PDUs ”) serving the Datacenter Space (including, without limitation, all Remote Power Panels (“ RPPs ”), power distribution whips, receptacles and other electrical installations), (b) a commercially reasonable cold aisle containment system with respect to the entire Datacenter Space, (c) any and all installations and or equipment that are required to transform the electrical power delivered by Landlord to the PDUs serving the Datacenter Space in any manner required by Tenant’s Equipment or other Tenant’s Personal Property, and (d) for all ladder rack, cable management, racks, other containment solutions and other installations that are required for use of the Datacenter Space; provided that, Tenant shall use an electrical contractor reasonably approved by Landlord to perform any tap-in to the Building’s electrical system located at the PDUs that are required to distribute electrical power in the Datacenter Space. If and to the extent that any modifications to the Building Systems are required to accommodate any nonlinear loads imposed by Tenant’s Equipment or other Tenant’s Personal Property (or to eliminate or remediate any problems caused by any such nonlinear loads, Landlord shall make such modifications and Tenant shall reimburse Landlord for all costs incurred by Landlord in making such modifications, which reimbursement payment shall be due within thirty (30) days following Landlord’s written invoice therefor.

2.3 Common Areas; Meet Me Room; Cross Connections.

2.3.1 Common Areas Generally . The Common Areas shall be subject to the exclusive management and control of Landlord, and Tenant shall comply with all rules and regulations (including, but not limited to, the Datacenter Rules and Regulations) pertaining to the Common Areas, provided that such actions do not impede Tenant’s use of, or access to, the Premises. Landlord shall have the right from time to time to designate, relocate and limit the use of particular areas or portions of the Common Areas. Landlord shall also

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

2.3.2 have the right to close all or any portion of the Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication thereof or the accrual of any rights in any person. For the avoidance of doubt, it is understood and agreed that Landlord owns and has sole and exclusive rights to the conduit infrastructure entering the Building and connecting all data center rooms located throughout the Building to the Meet-Me Room (and that such conduit infrastructure is not part of the Common Areas). Should any of the Common Areas be materially changed, materially reduced or closed, with the result that such material change, material reduction or closure is reasonably likely to have a material adverse effect on Tenant’s use of the Premises for the Permitted Use, then notice shall be provided to Tenant at least ten (10) business days in advance (except for emergencies or other urgent situations, where notice shall be provided to Tenant as soon as is reasonably practicable under the circumstances).

2.3.3 Meet Me Room; Cross Connections . Tenant acknowledges and agrees that all interconnections between the systems of Tenant and those of other tenants of the Datacenter and/or the Building must be made in the Meet-Me-Room. Tenant is responsible for the costs and installations of all cable(s) and/or fiber (a) between the Datacenter Space and the area within the Datacenter where connections to the Meet Me Room are made and (b) within the Pathway. Tenant acknowledges that the Meet-Me Room is operated by the Meet Me Room Operators and that all operations in the Meet-Me Room (including all Meet-Me Room Services), and all Tenant presence in the Meet-Me Room (including, but not limited to, Cross Connections made in Landlord’s Meet- Me Room interconnection rack) are governed and controlled by the Meet Me Room Operators; each and all of which is subject to such agreements and costs as are required, from time to time, by the Meet Me Room Operators. Cross Connections may be requested by Tenant, and subject to any restrictions relating to the Project or Campus, may be made (at Tenant’s expense) in accordance with (and subject to all of the terms and conditions of) the Meet Me Room Operators’ standard practices (which shall be consistent with the customary practices of similarly situated entities providing similar services within the telecommunications industry).

2.4 Parking . In connection with Tenant’s lease of the Premises, during the Term, Tenant shall be entitled to the use of unreserved vehicle parking spaces in the parking facilities from time to time associated with the Building (or in portions thereof designated by Landlord) on a first-come, first-served, as available basis. Tenant acknowledges and agrees that: (a) Landlord, in its sole and absolute discretion, shall have the right to assign any unreserved and unassigned parking spaces and/or make all or a portion of such spaces reserved and (b) that Tenant shall have no right to use any spaces which have been specifically assigned to other tenants or other parties or otherwise designated as reserved. Should Landlord make all spaces for the Campus reserved, Landlord shall give Tenant thirty (30) days notice and provide reasonable alternative parking. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or any other Tenant Party or their respective employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. If Tenant permits or allows any of the prohibited activities described in this Section 2.4 , then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Tenant, which cost shall be payable within thirty (30) days following written invoice by Landlord. All responsibility for damage to cars is assumed by the users of the Campus’s parking facilities.

2.5 Portability . If, during the Initial Term, Tenant desires to lease other space on the Campus in lieu of its lease of the Datacenter Space, the terms of Exhibit “I” attached hereto shall apply.

3. TERM.

3.1 Term; Early Occupancy .

3.1.1 Term . The term of this Lease, and Tenant’s obligation to pay Rent under this Lease, shall commence on the Commencement Date and shall continue in effect for the Term, unless this Lease is earlier terminated as provided herein.

3.1.2 Early Occupancy . During the Early Occupancy Period (if any) specified in Item 7(c) of the Basic Lease Information, Tenant shall have the right to enter upon the Premises during normal business hours (and at other times permitted by Landlord) for the purpose of installing its Equipment and other Tenant’s Personal Property therein, provided that Tenant does not interfere with Landlord’s efforts to deliver possession of the Premises with all of the Landlord’s Installations and the Tenant Datacenter Space Installations Substantially Completed, as reasonably determined by Landlord. During such Early Occupancy Period (if any), each and every provision of this Lease shall be in full force and effect (excluding the provisions set forth in Section 8.1 , below, and Exhibit “H” attached hereto, which shall not be applicable until the CLP Commencement Date); provided however, that Tenant shall have no obligation to pay to Landlord any Base Rent for the Datacenter Space with respect to any portion of the Early Occupancy Period (but for the avoidance of doubt, it is understood and agreed that Tenant shall be required to pay any and all electricity charges that accrue to the Datacenter Space during the Early Occupancy Period and for Base Rent associated with the Improvement Allowance as set forth in Item 8(a) of the Basic Lease Information). It is understood and agreed, however, that Tenant shall have no right to commence business operations in or from any portion of the Premises prior to the CLP Commencement Date.

3.2 Delivery of Premises . Landlord shall use commercially reasonable efforts to tender to Tenant delivery of possession of the Premises with all of the Landlord’s Installations and the Tenant Datacenter Space Installations (to the extent set forth in the Tenant Datacenter Space Installation Plan Documents) Substantially Completed on or before the CLP Commencement Date. If Landlord shall fail to so tender to Tenant delivery of possession of the Premises on or before the CLP Commencement Date for any reason, then provided that

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3.3 Landlord uses commercially reasonable efforts to tender to Tenant delivery of possession of the Premises with all of the Landlord’s Installations and the Tenant Datacenter Space Installations (to the extent set forth in the Tenant Datacenter Space Installation Plan Documents) Substantially Completed as soon as reasonably possible thereafter, Landlord shall not be deemed in default hereunder, this Lease shall not be void or voidable, the Term of this Lease shall not be extended (provided, however the CLP Commencement Date shall be delayed until Landlord tenders to Tenant delivery of possession of the Premises with all of the Landlord’s Installations and the Tenant Datacenter Space Installations (to the extent set forth in the Tenant Datacenter Space Installation Plan Documents) Substantially Completed), Landlord shall not be liable to Tenant for any loss or damage resulting therefrom and the CLP Commencement Date shall be deemed to occur on the date on which Landlord shall complete such Landlord’s Installations and such Tenant Datacenter Space Installations and tender to Tenant delivery of possession of the Premises.

4. BASE RENT AND OTHER CHARGES.

4.1 Base Rent; Installation Fee; Electrical Power .

4.1.1 Base Rent . Commencing on the Commencement Date, Tenant shall pay to Landlord base rent (the “ Base Rent ”) for the Premises in the amounts set forth in Item 8(a) of the Basic Lease Information. All Base Rent shall be paid to Landlord in monthly installments in advance of the first day of each and every month throughout the Term of this Lease; provided, however, that: (a) the Prepaid Rent Amount, if any, shall be payable within seven (7) business days of Tenant’s execution of this Lease and (b) if the CLP Commencement Date does not commence on the first day of a calendar month, the Base Rent for such partial calendar month shall be paid by Tenant to Landlord within five (5) business days of the CLP Commencement Date. Except as expressly provided herein (e.g., with respect to the Prepaid Rent), Tenant shall not pay any installment of Rent more than one (1) month in advance.

4.1.2 Electrical Power . Tenant shall pay for all electricity provided as Critical Load Power to the Datacenter Space and required to operate the Shared Electrical and Mechanical Equipment in accordance with this Section 4.1.2 . Except to the extent provided otherwise in Exhibit “J” attached hereto, the Electrical Metering Equipment shall be installed by Landlord at Landlord’s cost and Landlord shall bill Tenant monthly for the Power Payment. Unless Landlord shall specify otherwise, such Electrical Metering Equipment shall measure electricity delivered to the supply side of the PDUs for the Datacenter Space. Tenant shall pay the Power Payment to Landlord, as Additional Rent (defined below), within thirty (30) days of delivery of a written invoice with respect to each such Power Payment. Landlord and Tenant acknowledge that the Uplift Power Payment is intended to reimburse Landlord for electricity used by Shared Electrical and Mechanical Equipment. For the avoidance of doubt, it is the intent of the Parties that this Section 4.1.2 represents a mechanism only for Landlord’s cost recovery with regard to electricity provided to and/or used in or with respect to the Premises, and that there is no intent for Tenant’s Power Payment to include any element of profit to the Landlord in connection therewith.

4.1.3 Tenant’s Percentage Share of Increases in Insurance and Property Taxes . Subject to the provisions of this Lease and in accordance with Exhibit “E” , attached hereto, in addition to paying Base Rent, with respect to each applicable Expense Year (defined in Exhibit “E” ) Tenant shall also pay (a) Tenant’s Percentage Share of the positive excess, if any, of Insurance (defined in Exhibit “E” ) allocable hereunder to such applicable Expense Year over Insurance allocable hereunder to the Base Year, and (b) Tenant’s Percentage Share of the positive excess, if any, of the Property Taxes (defined in Exhibit “E” ) allocable hereunder to such applicable Expense Year over the Property Taxes allocable hereunder to the Base Year.

4.1.4 Installation Fee/Other Charges . In addition to paying the Base Rent, upon Tenant’s execution of this Lease, Tenant shall pay the Installation Fee as partial consideration for the fixturization of the Datacenter as shall be set forth in Exhibit “J” attached hereto and costs incurred by Landlord’s in connection with this Lease and Tenant’s commencement of operations within the Premises.

4.1.5 Tenant Installation Costs . Landlord shall manage the construction of the Tenant Datacenter Space Installations on Tenant’s behalf in accordance with the terms of this Section 4.1.5 .

4.1.5.1 Prior to commencement of construction on the Tenant Datacenter Space Installations, Landlord shall submit a detailed estimate of the Tenant Installation Costs (defined below) and a list of the specifications for such associated Tenant Datacenter Space Installations (including equipment type and quantity) for review and approval by Tenant (the “ Tenant Datacenter Space Installation Plan Documents ”). Tenant shall have a period of five (5) business days following receipt of such Tenant Datacenter Space Installation Plan Documents to provide its approval to Landlord or to notify Landlord of any modifications that it desires to make to the scope, type, timing or quantity of the installations (subject to Landlord’s approval in its reasonable discretion); provided, however, if Tenant fails to so notify Landlord within the five (5) business days period, Tenant shall be deemed to have provided its consent to the Tenant Datacenter Space Installation Plan Documents as provided by Landlord. In the event that the estimated Tenant Installation Costs as set forth in the Tenant Datacenter Space Installation Plan Documents for the Datacenter Space and the [***] Datacenter Space, in the aggregate, exceed the Improvement Allowance, then Tenant shall pay the difference to Landlord in a lump sum payment, as Additional Rent, within ten (10) days following receipt of an invoice from Landlord (which invoice may be provided to Tenant in advance of and as a condition precedent to Landlord incurring the expenses associated therewith, as determined in Landlord in its sole discretion). If the parties modify the scope, type, timing or quantity of the Tenant Datacenter Space Installations pursuant to this Section 4.1.5.1 , the scope, type, timing or

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quantity set forth in the finalized Tenant Datacenter Space Installation Plan Documents shall control over the scope, type, timing or quantity of such installations as set forth on Exhibit “J” . If the Tenant Datacenter Space Installation Plan Documents are not agreed upon by Landlord and Tenant within ten (10) business days following the date of delivery of the initial Tenant Datacenter Space Installation Plan Documents to Tenant, then the Target Commencement Date and/or the CLP Commencement Date, in Landlord’s discretion, shall be delayed by one (1) day for each one (1) day delay in obtaining fully-approved Tenant Datacenter Space Installation Plan Documents.

4.1.5.2 Following finalization and approval of the Tenant Datacenter Space Installation Plan Documents, as set forth in Section 4.1.6.1 above, Landlord shall provide Tenant with an estimated construction schedule and estimated costs with respect to the installations set forth on the finalized Tenant Datacenter Space Installation Plan Documents, which Landlord may update from time to time during the course of construction upon notice to Tenant. The documents provided to Tenant by Landlord pursuant to this Section 4.1.5.2 shall be incorporated into and deemed to be part of the Tenant Datacenter Space Installation Plan Documents for purposes of this Section 4.1.5 .

4.1.5.3 Landlord shall provide Tenant with monthly statements setting forth the total Tenant Installation Costs incurred as of the date of the statement. In addition, Landlord shall deliver to Tenant, within sixty (60) days after the completion of all Tenant Datacenter Space Installations, or as soon thereafter as is practicable, a final statement of the total Tenant Installation Costs actually incurred by Landlord. If the final statement indicates that the actual Tenant Installation Costs for the Datacenter Space and the [***] Datacenter Space, in the aggregate, exceed the Improvement Allowance plus any additional amounts paid by Tenant pursuant to Section 4.1.5.1 above, Tenant shall pay the deficiency to Landlord as Additional Rent within thirty (30) days following receipt of the final statement. The expiration or early termination of this Lease shall not affect the obligations of Tenant pursuant to this Section 4.1.5.3 .

4.1.5.4 For purposes of this Section 4.1.5 , “ Tenant Installation Costs ” means (a) the total out-of-pocket costs incurred by Landlord in relation to the Tenant Datacenter Space Installations, without markup for profit, including, without limitation, amounts paid to contractors and suppliers, and (b) a project management fee equal to five percent (5%) of the costs incurred by Landlord pursuant to clause (a) of this Section 4.1.5.4 , not to exceed Eighty Thousand Dollars ($80,000.00) in the aggregate for project management of the Tenant Datacenter Space Installations for both the Datacenter and the [***] Datacenter.

4.1.5.5 In furtherance of completion of the Tenant Datacenter Space Installations as set forth in this Lease, Tenant agrees to diligently and promptly work with Landlord with respect to the design and implementation of the Tenant Datacenter Space Installations and to provide all approvals and other input in a prompt and timely manner and, if applicable, by the dates or within the timeframes set forth in the Tenant Datacenter Space Installation Plan Documents. If any Tenant Datacenter Space Installations are not completed in a timely manner due in whole or in part to a Tenant Delay Day, the parties agree that the CLP Commencement Date Conditions and Landlord’s obligations to complete the Tenant Datacenter Space Installations shall be deemed to be Substantially Completed on the date that such Tenant Datacenter Space Installations would have been Substantially Completed but for the occurrence of such Tenant Delay Days, as determined by Landlord in its discretion.

4.2 Payment of Rent Generally . Base Rent, all forms of Additional Rent (defined below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall: (a) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “ Rent ”), (b) be payable in lawful money of the United States to Landlord when due, without (except as expressly provided otherwise in this Lease) any prior notice or demand therefor and without (except as expressly provided otherwise in this Lease) any abatement, offset or deduction whatsoever, and (c) be payable to Landlord at the address of Landlord specified for payment of Rent in Exhibit “B” (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Laws. If the Commencement Date or the date of expiration or any earlier termination of this Lease falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis.

4.3 Late Payments . Tenant hereby acknowledges and agrees that the late payment of Rent shall cause Landlord to incur administrative costs not contemplated under this Lease and other damages, the exact amount of which would be extremely difficult or impractical to fix. Landlord and Tenant agree that if a Late Charge Delinquency shall occur, Tenant shall pay to Landlord upon demand: (a) a late charge (“ Late Charge ”) equal to two and one-half percent (2.5%) of the amount overdue to cover such additional administrative costs and damages, and (b) interest on all such delinquent amounts at the Default Rate from the date such amounts are first delinquent until the date the same are paid. The acceptance by Landlord of any Late Charge and/or interest under this Section 4.3 shall not: (i) be deemed to constitute a waiver by Landlord of Tenant’s default with respect to the overdue amount, or (ii) prevent Landlord from exercising any of the other rights and remedies available to Landlord hereunder or under any Laws.

4.4 Invoicing . During the Term, Landlord shall not submit more than two (2) invoices per month to Tenant pursuant to 4.4. this Lease.

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5. TAXES ON TENANT’S PERSONAL PROPERTY; OTHER TAXES.

5.1 Taxes on Tenant’s Personal Property . Tenant shall be liable for and shall pay prior to delinquency (and Tenant hereby agrees to indemnify, defend and hold Landlord harmless from and against any Claims arising out of, in connection with, or in any manner related to) all governmental fees, taxes, tariffs and other charges levied directly or indirectly against any Tenant’s Personal Property or other personal property, fixtures, machinery, apparatus, systems, connections, interconnections and appurtenances located in or used by Tenant in or in connection with the Premises (excluding, however, machinery, apparatus, systems, connections, interconnections and appurtenances owned by Landlord). If any such fees, taxes, tariffs and other charges for which Tenant is liable are levied or assessed against Landlord or Landlord’s property, and if Landlord elects to pay the same, Tenant shall pay to Landlord, within thirty (30) days of Landlord’s written invoice therefor, that part of such taxes for which Tenant is liable hereunder.

5.2 Additional Taxes . Tenant shall pay to Landlord, within thirty (30) days of Landlord’s written invoice therefor, and in such manner and at such times as Landlord shall direct from time to time by written notice to Tenant, any excise, sales, privilege or other tax, assessment or other charge (other than income or franchise taxes) imposed, assessed or levied by any Governmental Authority or agency upon Landlord on account of: (a) the Rent payable by Tenant hereunder (or any other benefit received by Landlord hereunder), including, without limitation, any gross receipts tax, license fee or excise tax levied by any Governmental Authority, (b) this Lease, Landlord’s business as a lessor hereunder, and the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of the Premises (including, without limitation, any applicable possessory interest taxes), (c) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises, or (d) otherwise in respect of or as a result of the agreement or relationship of Landlord and Tenant hereunder.

6. SECURITY DEPOSIT.

6.1 Security Deposit – General . Within five (5) days of the execution of this Lease, Tenant shall deposit with Landlord the Security Deposit specified in Item 10 of the Basic Lease Information. Landlord shall hold the Security Deposit as security for the performance by Tenant of Tenant’s covenants and obligations under this Lease, it being expressly understood and agreed that the Security Deposit shall not be considered an advance payment of Rent or a measure of Landlord’s damages in case of default by Tenant. The Security Deposit shall be held by Landlord without liability to Tenant for interest, and Landlord may commingle such deposit with any other funds held by Landlord. Upon the occurrence of any Event of Default, Landlord may, from time to time, without prejudice to any other remedy, apply the Security Deposit to the extent necessary to make good any arrears of Rent, and any other payment, damage, injury, expense or liability caused to Landlord by such Event of Default. Following any application of the Security Deposit, Tenant shall pay to Landlord within ten (10) days of Landlord’s written demand therefor, the amount so applied in order to restore the Security Deposit to the amount thereof immediately prior to such application. Subject to the requirements of, and conditions imposed by any and all Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by such Laws, or if there is no such requirement, within sixty (60) days after the expiration of the Term of this Lease (or the earlier termination of this Lease), return to Tenant the portion (if any) of the Security Deposit remaining after deducting all damages, charges and other amounts owing by Tenant to Landlord under this Lease. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it shall suffer as a result of any default under this Lease by Tenant. In the event the provisions of any Laws applicable to security deposits under commercial leases, now or hereinafter in force, which restricts the amount or types of claims that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the handling or return of security deposits, conflict with the terms and conditions of this Section 6 , the terms and conditions of this Section 6 shall govern (and Tenant hereby waives any provisions of any Laws applicable to security deposits under commercial leases that are in conflict with any of the terms and conditions of this Section 6 ).

6.2 Reduction of Security Deposit . Provided that (a) on the date that is thirteen (13) months after the Commencement Date, there exists no uncured Event of Default by Tenant under this Lease or the [***] Lease and (b) not more than one (1) Event of Default shall have occurred under this Lease or the [***] Lease during the first thirteen (13) months of the Initial Term, then the Security Deposit shall be applied toward Base Rent due under this Lease in the thirteenth (13th) and fourteenth (14th) months of the Initial Term.

7. USE.

7.1 Permitted Use . Tenant shall use the Premises only for the Permitted Use. Any other use of the Premises is subject to Landlord’s prior written consent, which consent may be withheld or conditioned in Landlord’s sole and absolute discretion. Without limiting the generality of the foregoing: (a) Tenant shall not use the Premises, or permit the Premises to be used for any Conflicting Use and (b) Tenant may not provide MMR Services in the Premises or any other portion of the Building, or refer to the Premises as a “meet-me room”. If, as a result of Tenant’s acts or omissions or failure to comply with the provisions of this Lease, the insurance rates for the Campus, the Datacenter, the Building or the Project shall be increased, then Tenant shall reimburse Landlord for the amount of any such increase within thirty (30) days after delivery of written invoice therefor by Landlord. Tenant shall be responsible for any losses, costs or damages in the event that unauthorized parties gain access to the Premises, the Building or the Datacenter through access cards, keys or other access

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7.2 devices provided to Tenant by Landlord, unless Tenant has informed Landlord in writing of the loss (or other transfer) of the access mechanism and Landlord has failed to act to revoke access to that mechanism (e.g. removing access for a lost key card) within a reasonable period of time following written notification from Tenant.

7.3 Datacenter Rules and Regulations . Tenant’s Permitted Use shall be subject to, and Tenant, and Tenant’s agents, employees and invitees shall comply fully with all requirements of the Datacenter Rules and Regulations. Tenant shall abide by and faithfully and strictly observe and comply with the Rules and Regulations, and shall further be responsible for the compliance by all other Tenant Parties with such Datacenter Rules and Regulations. Landlord shall not enforce the Datacenter Rules and Regulations against Tenant in a discriminatory manner, but Landlord shall not be liable for any violation of such rules and regulations by any other tenant or occupant of the Campus, the Building or the Project.

7.4 Compliance with Laws; Hazardous Materials .

7.4.1 Compliance with Laws . Except to the extent triggered by Tenant’s particular use and/or by Tenant’s Alterations, Landlord, at Landlord’s sole cost and expense, shall timely take all action required to (a) correct any failure of the Premises to comply with any Laws in effect as of the Commencement Date and (b) cause the Common Areas to comply with all applicable Laws, in each case when such compliance is required. Except for any Landlord Installations or as set forth in the foregoing sentence, Tenant, at Tenant’s sole cost and expense, shall timely take all action required to cause the Premises (and to the extent triggered by Tenant’s particular use and/or by Tenant’s Alterations, Equipment, other Tenant’s Personal Property, other portions of the Datacenter and/or Building) to comply in all respects with all Laws affecting the Campus or the Project now or in the future applicable to the Premises and with all rules, orders, regulations and requirements of any applicable fire rating bureau or other organization performing a similar function. Except as otherwise disclosed on Exhibit “L” attached hereto, Landlord represents and warrants that, to Landlord’s Knowledge, the construction and the operation of the Project comply in all respects with all Laws affecting the Project and with all rules, orders, regulations and requirements of any applicable laws.

7.4.2 Hazardous Materials . No Hazardous Materials shall be Handled upon, about, in, at, above or beneath the Premises or any portion of the Campus, the Building or the Project by or on behalf of Tenant, or any other Tenant Parties. Notwithstanding the foregoing, normal quantities of those Hazardous Materials customarily used in the conduct of the Permitted Use may be used at the Premises without Landlord’s prior written consent, but only in compliance with all applicable Environmental Laws (defined below) and only in a manner consistent with Institutional Owner Practices. If any Hazardous Materials shall become present in, on, under or about (or shall be released from) the Premises, the Campus or the Project as a result of any act or omission of any Tenant Party, Tenant shall (a) take all actions (or at Landlord’s election, reimburse Landlord for taking all actions) necessary to restore the Campus or the Project (or the applicable portion thereof) to the condition existing prior to the introduction of such Hazardous Materials (notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws) and (b) shall indemnify, defend and hold harmless Landlord from and against any and all Claims arising out of or relating to the introduction, presence or release of such Hazardous Materials. Tenant acknowledges and agrees that Tenant has read and is familiar with the disclosures made in Exhibit “L” attached hereto regarding the presence of Hazardous Materials in, on, under or about the Building and/or real property on which the Building is located.

7.5 Electrical Power Threshold . Tenant’s actual use of Critical Load Power in the Datacenter Space, as determined by the Electrical Metering Equipment, shall not at any time, exceed the Electrical Power Threshold. All equipment (belonging to Tenant or otherwise) located within the Datacenter Space shall be included in the calculation of Tenant’s actual use of Critical Load Power in the Datacenter Space. Tenant shall, upon receipt of written notice, promptly cease the use of any Equipment or other Tenant’s Personal Property that Landlord reasonably believes shall cause Tenant’s use of Critical Load Power in the Datacenter Space to exceed the Electrical Power Threshold. If Tenant shall fail to reduce its use of Critical Load Power to a level that complies with the terms of this Section 7.4 within twenty-four (24) hours after receiving such a notice from Landlord, Landlord shall have the right to disconnect power to the applicable circuit or circuits.

7.6 Structural Load . Tenant shall not place a load upon the Datacenter Space exceeding the number of pounds of live load per square foot specified in Paragraph 5 of Part I of Exhibit “H” . Any cabinets, cages or partitions installed in the Datacenter Space (whether installed by Landlord or by any Tenant Party) shall be included in the calculation of the live load.

8. SERVICES TO BE PROVIDED BY LANDLORD.

8.1 Services. Beginning on the CLP Commencement Date and continuing throughout the Term, Landlord shall provide (or cause to be provided) the following services with respect to the Premises, the Datacenter and/or the Building, as applicable:

8.1.1 Access Control .

8.1.1.1 Generally . Landlord shall provide Landlord’s Access Control Systems. Landlord disclaims any and all other responsibility or, obligation to provide additional access control (or any security) to the Building, the Datacenter, the Premises, or any portion of any of the above. Landlord reserves the right, to be exercised by Landlord in its sole and absolute discretion, but without assuming any duty, to institute additional access control measures in order to further control and regulate access to the Building, the Datacenter or any

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part thereof. Landlord shall not, under any circumstances, be responsible for providing or supplying security services to the Premises or any part of the Datacenter or the Building in excess of the Landlord’s Access Control Systems (and Landlord shall not under any circumstances be deemed to have agreed to provide any services in excess of the above specified Landlord’s Access Control Systems). Landlord shall use commercially reasonable efforts to keep all Landlord Access Control Systems in good working order. In the event that one or more systems is not working for whatever reason, with the result that such failure has a material adverse effect on the overall functionality of Landlord’s Access Control Systems and the security of the Premises, Landlord shall promptly notify Tenant of the issue and, if applicable, put in place another system or other reasonable mitigation to maintain adequate security of the Premises.

8.1.1.2 Access Lists . Landlord shall require each Datacenter Tenant (defined below) to provide an access list (as updated and/or modified from time to time by the applicable Datacenter Tenant, a “ Datacenter Tenant Access List ”) designating employees of such Datacenter Tenant that are permitted to enter the Datacenter. Each employee designated by each Datacenter Tenant on each Datacenter Tenant Access List shall receive a security authorization (an “ Access Authorization ”). If any person seeking to gain access to the Datacenter (other than any Landlord Party) is not on a current Datacenter Tenant Access List, then such person shall be refused access to the Datacenter; provided that so long as an employee or representative of any Datacenter Tenant has escort authorization as specifically indicated on a current Datacenter Tenant Access List, such employee or representative of a Datacenter Tenant may escort any visitor including, without limitation, any vendor, supplier, partner, customer or visitor of the applicable Datacenter Tenant that is not on a Datacenter Tenant Access List to and/or within the Datacenter. In no event shall Landlord permit any representative or employee of any Datacenter Tenant that does not have escort authorization to escort any person that is not on a Datacenter Tenant Access List to and/or within the Datacenter. “ Datacenter Tenant ” means a tenant of the Datacenter (including Tenant).

8.1.1.3 Tenant shall be solely responsible for updating its Datacenter Tenant Access List (the “ Tenant’s Access List ”) and providing any changes to Landlord (and any such update shall become effective one (1) business day after the same is delivered to Landlord). In any instance where any party seeking to access the Datacenter on behalf of Tenant is refused access to the Datacenter, Landlord shall promptly notify Tenant of such incident and cooperate with Tenant, at Tenant’s sole cost and expense, in connection with Tenant’s investigation of such incident.

8.1.2 Electricity .

8.1.2.1 Landlord shall furnish electricity to the UPSs and PDUs serving the Datacenter Space in accordance with the specifications set forth in Paragraph 1 of Part I of Exhibit “H” attached hereto. The obligation of Landlord to so provide electricity shall be subject to the rules and regulations of the supplier of such electricity and of any Governmental Authorities regulating providers of electricity and shall be limited to providing the Electrical Power Threshold. Tenant shall be solely responsible for all emergency, supplemental or back-up power systems (“ Back-Up Power ”) installed by Tenant or at Tenant’s direction in the Premises.

8.1.2.2 In addition, Landlord shall use commercially reasonable efforts to maintain battery capacity in the UPS Plant for Tenant UPS Power as specified in Paragraph 2 of Part I of Exhibit “H” . Landlord has and shall maintain a contract with a third party vendor to provide fuel to the fuel tanks of the Back Up Power Systems described in Paragraph 3 of Part I of Exhibit “H” (the “ Back Up Power Systems ”) for the duration of such interruption. If any such interruption in electrical service was caused by any act or omission of Tenant or Tenant’s employees, agents, invitees or contractors, Tenant shall reimburse Landlord for all costs incurred by Landlord in causing the Back Up Power Systems to provide electricity to the Building and/or Project (including, without limitation, the cost of fuel).

8.1.3 Datacenter Environment . Landlord shall use commercially reasonable efforts to: (a) maintain temperature in the Datacenter Space within the range specified in Item 4(a) of Part I of Exhibit “H” and (b) maintain relative humidity in the Datacenter Space within the range specified in Item 4(b) of Part I of Exhibit “H” .

8.1.4 Other Services . During the Term, Landlord shall provide access to the Building’s loading dock facilities twenty-four (24) hours a day, seven (7) days a week, subject to prior coordination with Landlord and Landlord’s reasonable rules and regulations for access to the Building’s loading dock facilities.

8.2 Interruption of Services . Except as expressly provided in Part II of the Service Level Agreement attached hereto as Exhibit “H” , Landlord shall not be liable or responsible to Tenant for any loss, damage or expense of any type which Tenant may sustain or incur if the quantity or character of the utility provided electric service is changed, is no longer available, or is no longer suitable for Tenant’s requirements. Except as expressly provided in Part II of the Service Level Agreement attached hereto as Exhibit “H” , no interruption, failure or malfunction of any electrical or other service (including, without limitation, HVAC service or the Remote Hands Service) to the Premises (or to any other portion of the Datacenter, the Campus, the Building or the Project) shall, in any event: (a) constitute an eviction or disturbance of Tenant’s use and possession of the Premises, (b) constitute a breach by Landlord of any of Landlord’s obligations under this Lease, (c) render Landlord liable for damages of any type or entitle Tenant to be relieved from any of Tenant’s obligations under this Lease (including the obligation to pay Rent), (d) grant Tenant any right of setoff or recoupment, (e) provide Tenant with any right to terminate this Lease, or (f) make Landlord liable for any injury to or interference with Tenant’s business or any punitive, incidental or consequential damages (of any type), whether foreseeable or not, whether arising from or relating to the making of or failure to make any repairs, alterations or improvements, or whether arising from or related to the provision of or failure to provide for or to restore any service in or to any portion of the Datacenter, the Campus, the Building or the Project. In the event of any interruption of services, however, Landlord shall employ commercially reasonable and diligent efforts to restore such

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service or cause the same to be restored in any circumstances in which such restoration is within the reasonable control of Landlord and the interruption at issue was not caused in whole or in part by any action of Tenant.

8.3 Remote Hands . Landlord shall use commercially reasonable efforts to provide certain basic agreed-upon remote hands services to Tenant, which agreed-upon services shall be available on a 24 x 7 x 365 basis following a request by Tenant via Landlord’s designated customer portal (the “ Remote Hands Service ”). The Remote Hands Service shall include routine maintenance and trouble-shooting tasks, such as power cycling, replacement/swapping of hardware, media loading/swapping, electrical and mechanical monitoring, infrastructure testing, circuit testing, cabling and wiring, troubleshooting of physical ports, racking and stacking of equipment, receiving and storing of equipment and entering commands according to instructions. The Remote Hands Service may be provided by employees or contractors of Landlord at the discretion of Landlord, and Landlord may designate and/or change the procedure for submission of requests for Remote Hands Service from time to time with prior written notice. Remote Hands Service shall be billed to Tenant on a hourly basis at the rates set forth below, which shall be due and payable within thirty (30) days following the receipt of written invoice. The current rates for the Remote Hands Service are as follows (with a two (2) hour minimum in each case): (a) during Landlord’s standard business hours with at least forty-eight (48) hours prior notice, $150.00/hour; (b) during Landlord’s standard business hours with less than forty-eight (48) hours prior notice, $175.00/hour; (c) outside of Landlord’s standard business hours with at least forty-eight (48) hours prior notice, $175.00/hour; and (d) outside of Landlord’s standard business hours with less than forty-eight (48) hours prior notice, $225.00/hour. Landlord and Tenant agree that pricing for the Remote Hands Service set forth above is subject to increase upon at least thirty (30) days prior written notice to Tenant.

8.4 Acknowledgments . Tenant acknowledges and agrees that: (a) except to the extent expressly provided in this Lease, Landlord shall not be obligated to provide any telecommunications services or managed services to Tenant under this Lease and (b) any services to be provided by Landlord hereunder may be performed on behalf of Landlord by an independent contractor or contractors retained by Landlord.

9. MAINTENANCE; ALTERATIONS.

9.1 Landlord Maintenance . Landlord shall operate the Building, the Campus, and the Project in a manner consistent with Institutional Owner Practices. In addition, Landlord shall maintain and keep in good repair: (a) the Pathway, (b) the Datacenter, including, Landlord’s Access Control Systems, HVAC, UPS Plant, DC Plant (if any), Back Up Power Systems, Fire Suppression Systems, common area cable management systems comprised of ladder racks, fiber trays, under-floor cable trays and other similar equipment installed for the benefit of all tenants of the Datacenter, (c) the floors and walls, foundation, exterior walls, roof and other structural components of the Building, (d) the heating, air conditioning and ventilation system serving the Building Common Areas (other than any of the same that exclusively serve any premises occupied by any tenant or occupant) and (e) the Building Common Areas. For the avoidance of doubt, it is understood and agreed that Landlord shall be responsible, under this Section 9.1 , for the maintenance and repair (and when necessary, replacement) of all portions of the electrical systems and infrastructure serving the Premises “upstream” of and including the output circuit breakers for the PDUs serving the Datacenter Space. Except as provided in this Section 9.1 (and Section 8.1.3 , above), Landlord shall have no obligation to repair and/or maintain the Project, Building, Datacenter or Premises.

9.2 Tenant’s Maintenance . During the Term of this Lease, Tenant shall, at Tenant’s sole cost and expense: (a) maintain the Premises and Tenant’s Personal Property therein and maintain any Common Areas within the Datacenter that are used by Tenant in a clean, sightly, safe and good order and clean condition (and in at least as good order and clean condition as when Tenant took possession), ordinary wear and tear excepted and (b) regularly remove all trash from the Premises. For the avoidance of doubt, it is understood and agreed that, Tenant shall be responsible, under this Section 9.2 , for the maintenance and repair (and when necessary, replacement) of all portions of the electrical systems and infrastructure serving the Premises “downstream” of the output circuit breakers for the PDUs serving the Datacenter Space (including, without limitation, all RPPs, power distribution whips, receptacles, Tenant Datacenter Space Installations and other installations), whether provided as of the Commencement Date by Landlord or otherwise. If Tenant or any other Tenant Party, including, but not limited to any of their technicians or representatives, physically damages the Campus, the Project, the Building, the Datacenter, the Meet Me Room or any portion of any of the above, or the personal property of any other tenant or occupant, Landlord shall notify Tenant of the issue in writing. If Tenant does not fully and adequately address the issue within five (5) business days, Landlord may, but shall not be obligated to, perform all necessary or appropriate maintenance and repair, and any amounts expended by Landlord in connection therewith, plus an administrative charge of ten percent (10%), shall be reimbursed by Tenant to Landlord as Additional Rent within thirty (30) days after Landlord’s written invoice therefor. Notwithstanding the foregoing, if Landlord reasonably believes that Tenant’s failure to comply with this Section 9.2 may cause imminent loss, damage or harm to Landlord or any tenant or occupant of the Campus, then Landlord shall not be obligated to give five (5) business days notice to Tenant and may immediately proceed with maintenance and repair of the issue in accordance with the foregoing sentence.

9.3 Alterations; Improvement Allowance .

9.3.1 Alterations . Notwithstanding any provision in this Lease to the contrary, except for Permitted Alterations, Tenant shall not make or cause to be made any Alterations without the prior written consent and approval of Landlord, which consent and approval may be withheld, conditioned or delayed in Landlord’s sole and absolute discretion; provided, however, that:

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9.3.2

9.3.2.1 Landlord’s consent shall not be required for any Permitted Alterations (such that, by way of example only, Landlord’s consent would be required for the installation of overhead ladder racks that are attached to the ceiling, but Landlord’s consent would not be required for the installation of equipment which does not involve drilling into the floor or ceiling);

9.3.2.2 Tenant shall have the right, at its sole cost and expense and subject to Landlord’s approval of the plans and specifications therefor and the contractors who shall perform such work, to: (a) install its own security system (“ Tenant’s Security System ”) within the Datacenter Space and (b) to integrate Tenant’s Security System and management systems into Landlord’s Building security system and Building management systems; provided, further that: (i) Tenant shall furnish Landlord with a copy of all key codes, access cards and other entry means and ensure that Landlord shall have access to the Datacenter Space at all times, (ii) Tenant shall ensure that Tenant’s Security System shall comply with all applicable Laws, and (iii) in no event shall Landlord be liable for the malfunctioning of Tenant’s Security System, except in the event of gross negligence or willful misconduct on the part of Landlord or the Landlord Parties, and Tenant shall indemnify, defend and hold the Landlord Parties harmless from and against all Claims arising or relating thereto; and

9.3.2.3 Tenant shall give Landlord not less than seven (7) business days’ prior written notice before commencing any Alterations (including, but not limited to, any Permitted Alterations) so as to permit Landlord to post appropriate notices of non-responsibility. If reasonably required by Landlord within three (3) business days written notice prior to commencing any Alterations, Tenant shall also secure, prior to commencing any Alterations, at Tenant’s sole expense, a completion and lien indemnity bond satisfactory to Landlord for such work.

9.3.3 Improvement Allowance . Subject to the terms of this Section 9.3.2 , Landlord shall provide Tenant with an improvement allowance of up to [***] in the aggregate (the “ Improvement Allowance ”) for Initial Alterations (defined below) completed by or on behalf of Tenant at Tenant’s cost pursuant to the terms of this Lease or the [***] Lease (excluding the purchase or installation of any Equipment or other Tenant’s Personal Property that is or may be removable by Tenant at the end of the Term pursuant to Section 13.2 , below, unless expressly included within the definition of Tenant Datacenter Space Installations). For the avoidance of doubt, the Improvement Allowance set forth in this Lease constitutes the same improvement allowance as set forth in the [***] Lease (not an additional improvement allowance) and may be used for either the Datacenter Space or the [***] Datacenter Space at Tenant’s election; provided, however, the Improvement Allowance shall be apportioned between the Datacenter Space and the [***] Datacenter Space based on the kW attributable to each space for purposes of the calculation of additional Base Rent. The portion of the Improvement Allowance apportioned to the Datacenter Space as set forth in this Section 9.3.2 (a) shall be amortized over the Initial Term on a straight line basis with three percent (3%) increases on each anniversary of the Commencement Date and (b) shall be added to Base Rent payable during the Initial Term as set forth in Item 8(a) of the Basic Lease Information. The Improvement Allowance shall be used as follows:

9.3.3.1 Landlord shall apply the Improvement Allowance toward the Tenant Installation Costs pursuant to Section 4.1.5 , above.

9.3.3.2 If the Improvement Allowance is not full utilized pursuant to Section 9.3.2.1 above, then, during the period of time between completion of the Tenant Datacenter Space Installations and the end of the first nine (9) months of the Initial Term, time being of the essence, Tenant may request, in which event Landlord shall provide within thirty (30) days thereafter, up to the entire amount of the unused Improvement Allowance to be used for additional Initial Alterations, on a reimbursement basis only, following delivery to Landlord of copies of all pertinent invoices, billing statements evidencing payment in full and executed unconditional waivers and releases of lien rights from all contractors, subcontractors and materialmen providing services or materials for such Initial Alterations. Following the first nine (9) months of the Initial Term, time being of the essence, any portion of the Improvement Allowance for which Tenant has not requested reimbursement or has not provided the requested documentation to Landlord as set forth herein shall be deemed to be forfeited by Tenant.

9.3.3.3 Notwithstanding anything to the contrary herein, in no event shall Tenant be eligible to receive all or any portion of the Improvement Allowance if, on the date on which Tenant requests reimbursement for completed Initial Alterations, there shall be an uncured Event of Default by Tenant under this Lease or if more than two (2) Events of Default shall have occurred during the twelve (12) month period prior to the date on which Tenant requests reimbursement hereunder.

9.3.3.4 For purposes of this Section 9.3.2 , the term “ Initial Alterations ” shall mean all initial installations and Alterations needed for Tenant to begin using the Premises for the Permitted Use (including, without limitation, the Tenant Datacenter Space Installations), as determined by Landlord in its discretion.

9.3.3.5 Following the first nine (9) months of the Initial Term, the calculation of additional Base Rent for the Improvement Allowance as set forth in Item 8(a) of the Basic Lease Information shall be appropriately adjusted by Landlord upon written notice to Tenant based on the portion of the Improvement Allowance that was utilized by or on behalf of Tenant with respect to the Datacenter Space pursuant to this Section 9.3.2 .

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[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

9.3.3.6 If this Lease terminates for any reason prior to the conclusion of the Initial Term and full payment to Landlord of the Base Rent for the Improvement Allowance as set forth in Item 8(a) of the Basic Lease Information, then Tenant shall pay the unpaid amount thereof to Landlord in a lump sum as Additional Rent within ten (10) days following receipt of an invoice. The Improvement Allowance granted to Tenant pursuant to this Section 9.3.2 is personal to the Original Tenant.

9.4 Tenant’s Vendors . Landlord agrees that Tenant may contract with: (a) any licensed third party electrical contractor for the installation and maintenance of electrical interconnections specific to Tenant’s Personal Property located within the Premises, (b) any licensed third party contractor for the installation of cabinets, racks and low voltage cooper and fiber optic communications infrastructure within the Premises, and (c) any reputable vendor to provide remote-hands and other technical contract services at the Premises in connection with the day-to-day operation of Tenant’s business; provided that: (i) Landlord must approve in writing any third party vendor that provides electrical, construction, and other technical contract services to Tenant at the Premises or Building before any such vendor may enter the Building or Premises (provided that any such approval of any such vendor shall not to be unreasonably withheld) and (ii) all third party vendors must agree to and follow all Landlord rules, policies and procedures that are established for like services, including strict adherence to any local seismic and ADA regulations and the Datacenter Rules and Regulations.

9.5 Encumbrances . Tenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant shall keep Landlord, the Premises, the Datacenter, the Building, the Project, the Campus and Tenant’s leasehold interest free from Encumbrances (and it is understood and agreed that Tenant has no right under this Lease to create or permit any Encumbrance to be established), and Tenant shall indemnify, defend and hold harmless Landlord, the Premises, the Building, the Campus and the Project of and from any and all Claims arising out of or related to any Encumbrances. Tenant shall satisfy or otherwise discharge all Encumbrances within ten (10) business days after Landlord notifies Tenant in writing that any such lien, stop notice, claim or encumbrance has been filed.

10. CASUALTY; TAKING.

10.1 Casualty .

10.1.1 Tenant shall promptly notify Landlord in writing (a “ Damage Notice ”) of any fire or other casualty event, damage or condition of the Premises to which this Section 10.1 is or may be applicable (a “ Casualty ”). Following receipt of a Damage Notice (or Landlord’s discovery of any damage caused by a Casualty (“ Casualty Damage ”)), Landlord shall have the right to elect, in Landlord’s sole and absolute discretion, to either (a) terminate this Lease by delivery of written notice thereof to Tenant within ninety (90) days following Landlord’s discovery of such Casualty or (b) to continue this Lease in effect; provided that Landlord shall have no right to so terminate this Lease unless: (i) such damage renders fifty percent (50%) or more of the Premises unusable, (ii) the Estimated Restoration period (defined below) exceeds one hundred eight (180) days, (iii) the cost of the Restoration (defined below) is not fully covered by insurance proceeds available to Landlord (with the exception of any deductible that is the responsibility of Landlord pursuant to the terms of its insurance policy) or (iv) the Holder of any Security Document requires any insurance proceeds with respect to such Casualty to be applied to the outstanding balance of the obligation secured by such Security Document. If Tenant notifies Landlord that it is prevented from using the Premises for the Permitted Use as a result of any Casualty Damage, then Landlord shall within twenty (20) days thereafter provide written notice (the “ Restoration Notice ”) to Tenant setting forth the period of time (the “ Estimated Restoration Period ”) that Landlord reasonably believes shall be required to complete the Restoration (defined below) with respect to the Premises to the extent necessary to allow Tenant’s use of the Premises for the Permitted Use (the “ Premises Restoration ”). If the Estimated Restoration Period is more than ninety (90) days following the date of Tenant’s notice, Tenant shall have the right to terminate this Lease, but only on the condition that Tenant delivers written notice of termination to Landlord on or before the day that is ten (10) business days after Landlord’s delivery of the Restoration Notice. In addition, if Landlord shall fail to complete the Premises Restoration, on or before the date that is sixty (60) days after the last day of the Estimated Restoration Period, Tenant shall have the right to terminate this Lease, but only on the condition that Tenant delivers written notice of termination to Landlord on or before the day that is ten (10) business days after the date that is sixty (60) days after the last day of the Estimated Restoration Period.

10.1.2 Unless this Lease is terminated in accordance with Section 10.1.1 , above, Landlord shall begin to repair the Casualty Damage to the Building, the Datacenter and the Premises promptly after its discovery of any Casualty Damage (subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Section 10.1 ) and shall proceed with reasonable diligence to restore (the “ Restoration ”) the Building, the Datacenter and the Premises to substantially the same condition as it existed before such Casualty, except for modifications required by applicable Laws and modifications that are deemed desirable by Landlord and that are consistent with Institutional Owner Practices; provided, however, that Landlord shall not be required to repair or replace any of any Tenant’s Personal Property or any Alterations made by Tenant (all of which shall be promptly repaired, restored and/or replaced by Tenant). Landlord shall have no liability for any inconvenience or annoyance to Tenant or injury to Tenant’s business as a result of any Casualty, or the Restoration, regardless of the cause therefor. Base Rent shall abate if and to the extent Tenant ceases to use a material portion of the Datacenter Space that was damaged by a Casualty and rendered unfit for use for the Permitted Use as a result thereof, for the period of time commencing on the date Tenant stops using such damaged portion of the Datacenter Space and continuing until the Premises Restoration is substantially complete (as reasonably determined by Landlord’s architect).

10.1.3 Landlord and Tenant agree that the provisions of this Section 10.1 and the remaining provisions of this Lease shall exclusively govern the rights and obligations of the parties with respect to any Casualty, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter in effect.

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10.2 Taking . If the whole or a material portion of the Premises, the Datacenter, the Campus, the Building or the Project shall be taken under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a “ Taking ”), this Lease shall automatically terminate as of the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking (the “ Taking Date ”). In the event of a Taking of: (a) such portion of the Datacenter the Building or the Project as shall, in the opinion of Landlord, substantially interfere with Landlord’s operation thereof, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time prior to the date that is sixty (60) days following the Taking Date or (b) such portion of the Premises, the Datacenter, the Campus, the Building or the Project as shall prevent Tenant from conducting Tenant’s business in any portion of the Premises, for a period of time in excess of ninety (90) days, Tenant shall have the option to terminate this Lease upon thirty (30) days’ written notice to Landlord given at any time prior to the date that is sixty (60) days following the Taking Date. If a portion of the Premises is so taken and this Lease is not terminated: (i) Landlord shall, with reasonable diligence and at Landlord’s cost (to the extent of the condemnation award received by Landlord), proceed to restore (to the extent permitted by applicable Laws) the Premises and the Building (other than Tenant’s Personal Property) to a complete, functioning unit and (ii) the Base Rent payable hereunder shall be reduced proportionately based on the portion of the Premises that Tenant is prevented from using for the Permitted Use as a result of such Taking. Except as expressly provided otherwise in this Section 10.2 , the entire award for any Taking shall belong to Landlord (without deduction for any estate or interest of Tenant), except that Tenant shall be entitled to independently pursue a separate award for the loss of, or damage to, Tenant’s Personal Property and Tenant’s relocation costs directly associated with the Taking (but Tenant shall not otherwise assert any claim against Landlord or the condemning authority). No temporary Taking (for less than ninety (90) days) of the Premises, the Datacenter, the Campus, the Building or the Project (or any portion thereof) shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award for any such temporary Taking shall belong to Tenant, but only to the extent that the award applies to any time period during the Term of this Lease. This Section 10.2 shall be Tenant’s sole and exclusive remedy in the event of a Taking, and each of Landlord and Tenant hereby waives the provisions of any Laws to the contrary.

11. ASSIGNMENT AND SUBLETTING.

11.1 Transfers .

11.1.1 Except as expressly provided in Section 11.1.2 , below, Tenant shall not make any Transfer without first obtaining Landlord’s express prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that notwithstanding anything to the contrary in this Lease (and without limiting Landlord’s rights to reasonably withhold its consent for any other reason or reasons), Tenant expressly covenants and agrees that Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (a) the proposed Transferee does not have the financial strength (taking into account all of the Transferee’s other actual or potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or otherwise does not satisfy Landlord’s standards for financial standing with respect to tenants under direct leases of comparable economic scope); (b) the proposed Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building, the Campus and the Project or the business and operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord (and its Affiliates) in the Campus and the Project; (c) the proposed Transferee has the power of eminent domain, is a governmental agency or an agency or subdivision of a foreign government; (d) the proposed Transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (e) either the proposed Transferee, or any Affiliate of the proposed Transferee is a competitor of Landlord; (f) at the time Tenant delivers the Transfer Notice, there exists an uncured Event of Default; (g) the proposed Transfer would cause Landlord (or any of its Affiliates) to be in violation of another lease or agreement to which Landlord (or any of its Affiliates) is a party or would give an occupant of the Project or the Campus a right to cancel or modify its lease; (h) any ground lessor or mortgagee whose consent to such Transfer is required fails to consent thereto; or (i) the use of the Premises, the Datacenter, the Building, the Campus or the Project by the proposed Transferee would increase security risk, or require any alterations to the Datacenter (other than normal improvements within the Premises such as electrical work downstream of the PDU, rack installations, etc.), the Building, the Campus or the Project to comply with applicable Laws. No Transfer (other than a Permitted Transfer), whether voluntary, involuntary or by operation of law, shall be valid or effective without Landlord’s prior written consent and, at Landlord’s election, any Transfer or attempted Transfer shall constitute an Event of Default of this Lease.

11.1.2 Notwithstanding the foregoing, Tenant shall, upon not less than ten (10) business days prior written notice to Landlord (along with any relevant information as may be required hereunder), make a Permitted Transfer, without the consent of Landlord (and without being subject to Sections 11.2 and 11.3 , below).

11.2 Notice to Landlord . If Tenant desires to make any Transfer (other than a Permitted Transfer), then at least twenty (20) business days (but no more than one hundred eighty (180) days) prior to the proposed effective date of the proposed Transfer, Tenant shall submit to Landlord: (a) a Transfer Request and such other information and materials as Landlord may reasonably request (and if Landlord requests such additional information or materials, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional information or materials) and (b) two (2) originals of the proposed assignment, sublease or other Transfer on a form reasonably approved by Landlord and two (2) originals of the Landlord’s standard form of “Assignment and Assumption of Lease and Consent” or “Consent to Sublease” or other Transfer documentation executed by Tenant and the proposed Transferee. If Tenant modifies any of the terms and conditions relevant to a proposed Transfer specified in the Transfer Notice, Tenant shall re-submit such Transfer Notice to Landlord for its consent pursuant to all of the terms and conditions of this Article 11.

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11.3 Landlord’s Recapture Rights . Except with regard to a Permitted Transfer, at any time within twenty (20) business days after Landlord’s receipt of all (but not less than all) of the information and documents described in Section 11.2 , above, Landlord shall have the right (but no obligation), exercisable by written notice to Tenant, to elect to cancel and terminate this Lease effective as of the proposed effective date of the proposed Transfer.

11.4 Landlord’s Costs . With respect to each Transfer proposed to be consummated by Tenant, whether or not Landlord shall grant consent, Tenant shall pay all Review Expenses within thirty (30) days after written request by Landlord.

11.5 No Release; Subsequent Transfers . Subject to Section 11.6 below, no Transfer (whether or not a Permitted Transfer) shall release Tenant from Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. In no event shall the acceptance of any payment by Landlord from any other person be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. Subject to Section 11.6 below, in the event of breach by any Transferee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. The voluntary or other surrender of this Lease by Tenant or a mutual termination thereof shall not work as a merger and shall, at the option of Landlord, either: (i) terminate all and any existing agreements effecting a Transfer, or (ii) operate as an assignment to Landlord of Tenant’s interest under any or all such agreements.

11.6 Release of Tenant Upon Assignment . If Tenant requests to be released (the “ Release ”) from its obligations under this Lease upon full assignment of this Lease, the following shall apply: Tenant shall deliver to Landlord (a) written notice and (b) documentation which demonstrates to Landlord’s reasonable satisfaction that (i) Tenant is making an assignment of this Lease to a Transferee in accordance with the terms and conditions of this Article 11, (ii) the Transferee is expressly assuming in writing Tenant’s obligations under this Lease to the extent accrued from and after the effective date of the assignment, (iii) the assignor intends to be released from its obligations under this Lease to the extent the same are assumed by the Transferee and (iv) the Transferee is Financially Capable (as defined below) of performing the obligations of Tenant under this Lease to the extent the same are assumed by the Transferee for the remaining Term. When Tenant delivers all such documentation to Landlord, the Transferee shall then be subject to Landlord’s reasonable evaluation as to whether the Transferee is Financially Capable of performing the obligations of Tenant under this Lease to the extent the same are assumed by the Transferee for the remaining Term. Landlord shall give Tenant written notice within fifteen (15) days of Landlord’s receipt of the documents described in items (i) and (ii), above, that Landlord either (A) approves the Release, or (B) disapproves the Release. If Landlord disapproves the Release, Landlord’s notice of disapproval shall set forth in reasonable detail the grounds for such disapproval. Upon Landlord’s written approval of the Release, Tenant shall be relieved of its then unaccrued obligations under this Lease as of the date of the Release. “ Financially Capable ” means that the Transferee has the financial wherewithal to perform Tenant’s obligations under this Lease, as reasonably determined by Landlord. If the Transferee has a tangible net worth as determined by generally accepted accounting principles consistently applied (as set forth in the financial statements of the Transferee audited by an independent certified public accountant) of Five Hundred Million and 00/100 U.S. Dollars (US $500,000,000.00) or more and has a minimum bond credit rating of Ba1 from Moody’s Investors Service or BB+ from Standard & Poor’s, the Transferee shall be deemed to be Financially Capable.

12. SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS.

12.1 Nondisturbance, Subordination and Attornment . This Lease and the rights of Tenant hereunder, are and shall be subordinate to the interests of all Security Instruments. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated any such Security Instruments to this Lease and in such case, in the event of the termination or transfer of Landlord’s estate or interest in the Building, the Project or the Campus by reason of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within ten (10) business days of demand therefor execute any instruments or other documents in form reasonably approved by Tenant which may reasonably be required by Landlord or the Holder of any Security Instrument and specifically shall execute, acknowledge and deliver within ten (10) business days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the Holder of the Security Instrument requesting the document, provided that either (i) such subordination of lease or subordination of deed of trust contains non-disturbance language or (ii) the Holder of any such Security Instrument executes and delivers to Tenant a non- disturbance agreement.. If requested to do so, and expressly conditioned upon the Holder of any such Security Instrument complying with either clause (i) or clause (ii) in the preceding sentence, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, and Tenant shall, within ten (10) business days of demand therefor execute any instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Section 12.1 .

12.2 Estoppel Certificates . At any time and from time to time, within ten (10) business days after written request by Landlord, Tenant shall execute, acknowledge and deliver to Landlord a statement in writing certifying all matters reasonably requested by Landlord or any current or prospective purchaser or Holder of any Security Document. Tenant acknowledges and agrees that it understands that any statement delivered (or to be delivered) pursuant to this Section 12.2 may be relied upon by any prospective purchaser of the Building, the Project or the Campus (or the Landlord) or by any prospective mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building, the Project or the Campus. Tenant’s failure to deliver the statement within the ten (10) business

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day period specified above shall be conclusive and binding upon Tenant that the Lease is in full force and effect without modification except as may be represented by Landlord, that there are no uncured defaults in Landlord’s performance and that Tenant has no right of offset, counterclaim or deduction against any fees or other charges due Landlord hereunder, and that no more than one month’s fees or other charges due hereunder have been paid in advance.

12.3 Financial Statements . So long as Tenant is a publicly traded company, Tenant shall not be required to provided Landlord with financial statements, and such financial statements that are publicly available as filed with the Securities and Exchange Commission by Tenant or publicly available on Tenant’s investor relations website shall be sufficient to satisfy the requirements of this Section 12.3 . In the event that Tenant is not a publicly traded company at any time during this Lease, then, in such event, Tenant shall, upon ten (10) business days’ prior notice from Landlord, provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to the then current calendar year for Tenant. Such statements shall be prepared in accordance with generally accepted accounting principles, consistently applied, and, if audited in the ordinary course of Tenant’s business, shall be audited by an independent certified public accountant (and if not so audited, shall be certified as true and correct by the appropriate officer of Tenant).

13. SURRENDER OF PREMISES; HOLDING OVER.

13.1 Tenant’s Method of Surrender . Upon the expiration of the Term of this Lease, or upon any earlier termination of this Lease or the termination of Tenant’s right to possess the Premises, Tenant shall, subject to the provisions of this Article 13, quit and surrender possession of the Premises to Landlord in good working order and clean condition, reasonable wear and tear excepted, and with all of the items described in Section 13.2 below removed from the Premises.

13.2 Removal and Restoration . All Alterations shall become a part of the Premises and shall become the property of Landlord upon the expiration or earlier termination of this Lease, unless Landlord shall, by written notice given to Tenant, require Tenant to remove some or all of Tenant’s Alterations. Tenant agrees that, upon the expiration or earlier termination of this Lease, Tenant (or, failing which, a contractor designated by Landlord) shall, at Tenant’s sole cost and expense, promptly remove: (a) all of Tenant’s Alterations designated for removal by Landlord and (b) all of Tenant’s Personal Property (and any other items of equipment and personal property not belonging to Landlord), and shall restore those portions of the Building, the Datacenter and/or the Premises damaged by such removal of (or by the initial installation of) such Tenant’s Alterations and Tenant’s Personal Property to their condition immediately prior to the installation or placement of such items, normal wear and tear excepted. If Tenant fails to promptly remove any such Tenant’s Alterations or Tenant’s Personal Property (and/or any other equipment or property not belonging to Landlord) pursuant to this Section 13.2 , Landlord shall have the right to remove such Tenant’s Alterations and/or Tenant’s Personal Property (and/or other equipment or property not belonging to Landlord) and to restore those portions of the Building, the Datacenter, and/or the Premises damaged by such removal to their condition immediately prior to the installation or placement of such Tenant’s Alterations and/or Tenant’s Personal Property (and/or other equipment or property not belonging to Landlord), in which case Tenant agrees to reimburse Landlord within thirty (30) days of Landlord’s written invoice therefor, for all of Landlord’s costs of removal and restoration plus an administrative fee equal to ten percent (10%) of such cost. In addition, if any Tenant’s Personal Property (and/or any other equipment or property not belonging to Landlord) remains in the Premises after the expiration of or any earlier termination of Tenant’s right to possess the Premises, and Tenant fails to remove or recover from Landlord such property within ten (10) business days after written notice to Tenant, Tenant shall be deemed to have authorized Landlord to make such disposition of such property as Landlord may desire without liability for compensation or damages to Tenant in the event that such property is the property of Tenant; and in the event that such property is the property of someone other than Tenant, Tenant shall indemnify, defend and hold the Landlord Parties harmless from all Claims arising out of, in connection with, or in any manner related to any removal, exercise or dominion over and/or disposition of such property by Landlord.

13.3 Holding Over . If Tenant fails to surrender the entire Premises in accordance with this Lease (including, without limitation, Sections 13.1 and 13.2, above), or otherwise holds possession of the Premises (or any portion thereof) after the expiration or termination of the Term of this Lease with respect thereto, Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to term and Base Rent. During such holdover period, Tenant shall pay to Landlord monthly Base Rent at the Holdover Base Rental Rate. The monthly Base Rent payable for such holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession. Neither any provision hereof nor any acceptance by Landlord of any rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result in a renewal of this Lease or an extension of the Term, or any waiver of any of Landlord’s rights or remedies with respect to such holdover. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all Claims (including, without limitation, all lost profits and other consequential damages, attorneys’ fees, consultants’ fees and court costs) incurred or suffered by or asserted against Landlord by reason of Tenant’s failure to surrender the Premises in accordance with the provisions of this Lease on the expiration or earlier termination of this Lease.

14. WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.

14.1 Waiver . Except to the extent caused by the gross negligence or willful misconduct of Landlord as determined by a court of competent jurisdiction, Tenant hereby waives all claims and causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (including, without limitation, loss of profits and intangible property) in any way relating to Tenant’s use and occupancy of the Premises.

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14.2 Indemnification .

14.2.1 Except to the extent caused by the active negligence or willful misconduct of Landlord as determined by a court of competent jurisdiction, Tenant hereby agrees to indemnify, defend, and hold Landlord and the other Landlord Parties harmless from and against (and to reimburse Landlord and the other Landlord Parties for) any and all Claims arising from, in connection with, or in any manner relating to (or alleged to arise from, to be in connection with, or to be in any manner related to): (a) the use or occupancy of the Premises or any portion of the Datacenter, the Building or the Project by Tenant or any other Tenant Party), (b) the acts or omissions of Tenant or any Tenant Party, (c) any Event of Default of this Lease by Tenant, (d) the content of any communications transmitted (directly or indirectly) to, through or by Tenant or any other Tenant Party or any of its (or their) Equipment or other Tenant’s Personal Property and connections, and interconnections, or (e) any dispute, litigation or other proceedings between Tenant or any other Tenant Party and any third party, including, but not limited to, any claims by any third parties that relate in any manner to the use of the Premises, the content of any communications transmitted (directly or indirectly) to, through or by Tenant or any other Tenant Party and/or the business operations of Tenant or any other Tenant Party. If any action or proceeding is brought against Landlord or any other Landlord Party by reason of any such Claim, upon written notice from Landlord, Tenant shall defend such action or proceeding at Tenant’s cost and expense by counsel reasonably approved by Landlord.

14.2.2 Subject to Section 16.2 below and except to the extent caused by any matter against which Tenant has agreed to indemnify Landlord under this Lease, Landlord hereby agrees to indemnify, defend, and hold harmless Tenant and the other Tenant Parties from and against (and to reimburse Tenant and the other Tenant Parties) for any and all Claims to the extent arising from or in connection with (or alleged to arise from, to be in connection with) the gross negligence or willful misconduct of Landlord or any other Landlord Party. If any action or proceeding is brought against Tenant or any other Tenant Party by reason of any such Claim, upon written notice from Tenant, Landlord shall defend such action or proceeding at Landlord’s cost and expense by counsel reasonably approved by Tenant.

14.2.3 Nothing contained in this Section 14.2 shall be interpreted or used to in any way affect, limit, reduce or abrogate any insurance coverage provided by any insurer to either Tenant or Landlord.

14.3 Tenant’s Insurance . Tenant shall, at Tenant’s expense, procure and maintain throughout the Term of this Lease a policy or policies of insurance in accordance with the terms and requirements set forth in Exhibit “F” to this Lease. Tenant hereby waives its rights against the Landlord Parties with respect to any claims, damages or losses (including any claims for bodily injury to persons and/or damage to property) which are caused by or result from: (a) risks insured against under any insurance policy carried by Tenant at the time of such claim, damage, loss or injury, or (b) risks which would have been covered under any insurance required to be obtained and maintained by Tenant under this Lease had such insurance been obtained and maintained as required. The foregoing waivers shall be in addition to, and not a limitation of, any other waivers or releases contained in this Lease. For the avoidance of doubt, Landlord shall not be obligated to carry insurance on Tenant’s Personal Property.

14.4 Landlord’s Insurance . During the Term, Landlord agrees to carry and maintain “all risk” property insurance (with full replacement cost coverage) covering the Project, the Building and Landlord’s property therein. For the avoidance of doubt, Landlord shall not be obligated to carry insurance on Tenant’s Personal Property.

15. TENANT DEFAULT.

15.1 Events of Default . Each of the following acts or omissions of Tenant or occurrences shall constitute an “ Event of Default ”:

15.1.1 Any failure or refusal by Tenant to timely pay any Rent, or any portion thereof, if such failure or refusal continues for five (5) business days following Landlord’s delivery to Tenant of written notice of such failure or refusal.

15.1.2 Any failure or refusal by Tenant to perform or observe any other covenant or condition of this Lease (including, without limitation, in the Datacenter Rules and Regulations) to be performed or observed by Tenant (other than those described in Section 15.1.1 , above or Sections 15.1.3 , 15.1.4 , or 15.1.5 , below) if such failure or refusal continues for a period of ten (10) business days after Landlord’s delivery to Tenant of written notice of such failure or refusal; provided, however, that in the event Tenant’s failure or refusal to perform or observe any covenant or condition of this Lease to be performed or observed by Tenant cannot reasonably be cured within ten (10) business days following written notice to Tenant, no Event of Default shall occur if Tenant commences to cure such failure or refusal within the ten (10) day period and thereafter diligently prosecutes the curing thereof to completion within sixty (60) days following such written notice.

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15.1.3 Any failure or refusal by Tenant to execute and deliver any statement or document described in Article 12 that is requested to be so executed and delivered by Landlord within the time periods specified in Article 12 applicable thereto, if such failure continues for three (3) days after Landlord’s delivery to Tenant of written notice of such failure.

15.1.4 The filing or execution or occurrence of any one of the following: (a) a petition in bankruptcy or other insolvency proceeding by or against Tenant, (b) a petition or answer seeking relief under any provision of the Bankruptcy Act, (c) an assignment for the benefit of creditors, (d) a petition or other proceeding by or against Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any of Tenant’s property, or (e) a proceeding by any Governmental Authority for the dissolution or liquidation of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern.

15.1.5 Any default by Tenant or any Affiliate of Tenant under any other lease or agreement with Landlord or any Affiliate of Landlord, now existing or hereafter entered into, including, without limitation, the [***] Lease, that continues beyond the applicable notice and cure period that is set forth in such other lease or agreement, provided that such lease or agreement is invoiced on one form with either this Lease or the [***] Lease.

The parties hereto acknowledge and agree that all of the notice periods provided in this Section 15.1 are in lieu of, and not in addition to, the notice requirements of any Laws.

15.2 Remedies . Upon the occurrence of any Event of Default by Tenant, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity, the option to pursue any one or more of the remedies described in Paragraph 1 of Exhibit “G” attached hereto and incorporated herein by this reference, each and all of which shall, subject to applicable law, be cumulative and nonexclusive, without any notice or demand whatsoever (and all of the other provisions of Paragraph 1 of Exhibit “G” shall apply to an Event of Default by Tenant hereunder).

16. LANDLORD DEFAULT; LIMITATION OF LANDLORD’S LIABILITY.

16.1 Landlord Default . Landlord’s failure to perform or observe any of its obligations under this Lease shall constitute a default by Landlord under this Lease (a “ Landlord Default ”) if such failure shall continue for a period of thirty (30) days (or the additional time, if any, that is reasonably necessary promptly and diligently to cure the failure) after Landlord receives written notice from Tenant specifying the default, which notice shall describe in reasonable detail the nature and extent of the failure and shall identify the Lease provision(s) containing the obligation(s) in question. Before pursuing any remedy for any alleged Landlord Default, Tenant shall give each Notified Party written notice of such alleged Landlord Default, and each Notified Party shall thereafter have thirty (30) days within which to cure or correct such alleged Landlord Default (or if such failure cannot be cured or corrected within that time, then such additional time as may be necessary to cure or correct such alleged Landlord Default, not to exceed ninety (90) days). Subject to the remaining provisions of this Lease, following the occurrence of any such Landlord Default, Tenant shall have the right to pursue any remedy available under Law for such default by Landlord; provided, however, that in no case shall Tenant have any right to terminate this Lease on account of any such Landlord Default.

16.2 Landlord’s Liability . In consideration of the benefits accruing under this Lease to Tenant and notwithstanding anything to the contrary in any of the Lease Documents, it is expressly understood and agreed by and between the parties to this Lease that: (a) the recourse of Tenant or its successors or assigns against Landlord (and the liability of Landlord to Tenant, its successors and assigns) with respect to any actual or alleged breach by Landlord of (or that is otherwise related to) Landlord’s Lease Undertakings shall be limited solely to an amount equal to Landlord’s equity interest in the Building; (b) Tenant shall have no recourse against any other assets of the Landlord Parties; (c) except to the extent of Landlord’s interest in the Building (to the extent provided above), no personal liability or personal responsibility of any sort with respect to any of Landlord’s Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, any of the Landlord Parties, and (d) at no time shall Landlord be responsible or liable to Tenant for any lost profits, lost economic opportunities or any form of consequential damages as the result of any actual or alleged breach by Landlord of (or that is otherwise related to) Landlord’s Lease Undertakings.

16.3 Landlord not Responsible for Content . Notwithstanding anything to the contrary in this Lease, it is understood and agreed that Landlord shall have no liability or responsibility for the content of any communications transmitted via third party services. Landlord does not operate or control the information, services, opinions or other content of third party services that may utilize equipment in the Project, the Campus, the Building or the Datacenter or provide services therein. Tenant agrees that it shall make no Claim whatsoever against Landlord that in any manner relates to the content of any such services or with respect to any information, product, service or software ordered through or provided by virtue of such third party services.

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

17. MISCELLANEOUS.

17.1 Incorporation of Exhibits . All of the terms and conditions of all of the Exhibits to this Lease are hereby incorporated into this Lease.

17.2 Entire Agreement; Amendment; Successors; Survival . This Lease, along with any Lease Documents attached hereto or referred to herein, all of which are hereby incorporated into this Lease by this reference, contains all of the agreements and understandings relating to the leasing or use of the Premises, the Meet Me Room and the Datacenter and the obligations of Landlord and Tenant in connection with such leasing and/or use. Landlord has not made, and Tenant is not relying upon, any warranties, or representations, promises or statements made by Landlord or any agent of Landlord, except as expressly set forth herein. This Lease supersedes any and all prior agreements and understandings between Landlord and Tenant and alone expresses the agreement of the parties with respect to the leasing or use of the Premises, the Meet Me Room and the Datacenter and the obligations of Landlord and Tenant in connection with such leasing and/or use. This Lease shall not be amended, changed or modified in any way unless in writing executed by Landlord and Tenant. Neither party shall have waived or released any of its rights hereunder unless in writing and executed by the waiving party. Except as expressly provided herein, this Lease and the obligations of Landlord and Tenant contained herein shall bind or inure to the benefit of Landlord and Tenant and their respective successors and assigns, provided this clause shall not permit any Transfer by Tenant contrary to the provisions of Article 11. Any obligations of a party accruing prior to the expiration of this Lease shall survive the termination of this Lease, and such party shall promptly perform all such obligations whether or not this Lease has expired. Without limiting the generality of the foregoing, it is expressly agreed that the following provisions of the Lease shall survive the expiration or any earlier termination of this Lease: Article 5 (Taxes on Tenant’s Personal Property; Other Taxes), Article 6 (Security Deposit); Section 7.3.2 (Hazardous Materials), Section 9.5 (Encumbrances), Article 13 (Surrender of Premises; Holding Over), Section 14.1 (Waiver), Section 14.2 (Indemnity), Section 16.2 (Landlord’s Liability), Section 16.3 (Landlord not Responsible for Content), Section 17.9 (Governing Law), Section 17.11 (Attorneys’ Fees and Costs), Section 17.12 (Waiver of Right to Jury Trial), Section 17.16 (Brokers), and Paragraphs 3 and 4 of Exhibit “E” .

17.3 Interpretation . Tenant acknowledges that it has read and reviewed this Lease and that it has had the opportunity to confer with counsel in the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties. All captions, headings, titles, numerical references and computer highlighting are for convenience only and shall have no effect on the interpretation of this Lease. All terms and words used in this Lease, regardless of the number or gender in which they are used, shall be deemed to include the appropriate number and gender, as the context may require. Each covenant, agreement, obligation or other provision of this Lease to be performed by Tenant are separate and independent covenants of Tenant, and not dependent on any other provision of this Lease. Time is of the essence of this Lease and the performance of all obligations hereunder. In the event any provision of this Lease is found to be unenforceable, the remainder of this Lease shall not be affected, and any provision found to be invalid shall be enforceable to the extent permitted by law. The parties agree that in the event two different interpretations may be given to any provision hereunder, one of which shall render the provision unenforceable, and one of which shall render the provision enforceable, the interpretation rendering the provision enforceable shall be adopted.

17.4 No Partnership or Joint Venture; No Third Party Beneficiaries . Nothing contained in this Lease shall be deemed or construed to create the relationship of principal and agent, or partnership, or joint venturer, or any other relationship between Landlord and Tenant other than landlord and tenant. Landlord shall have no obligations hereunder to any person or entity other than Tenant or any person or entity claiming through Tenant, and no other parties shall have any rights hereunder as against Landlord. For the avoidance of doubt, it is understood and agreed that Persons that are Landlord Parties are intended third party beneficiaries of and shall have the right to enforce Sections 14.1.1 , 14.2.1 , 14.3 and 16.2 above.

17.5 Notices . Except as provided in Section 17.6 below, any notice which may or shall be given under the provisions of this Lease shall be in writing and may be delivered: (a) by hand delivery or personal service, (b) by a reputable overnight courier service which provides evidence of delivery, (c) by electronic mail and (d) by telecopy (so long, in the case of electronic mail or telecopy, as a confirming copy is forwarded by a reputable overnight courier service within twenty-four (24) hours thereafter), if to Landlord, to the Building office and at the address specified in Exhibit “B” , or if to Tenant, at the address specified in Item 3 of the Basic Lease Information, or at such other addresses as either party may have theretofore specified by written notice delivered in accordance herewith. Such address may be changed from time to time by either party by giving notice as provided herein. Any notice shall be deemed to have been served at the time the same was received (or at the time delivery was rejected). If the term Tenant as used in this Lease refers to more than one (1) Person and notice given as aforesaid to any one of such Persons shall be deemed to have been duly given to Tenant. Notwithstanding anything in this Lease to the contrary, any Legal Notices shall only be required to be delivered or otherwise transmitted to Tenant at the Premises (whether or not Tenant shall have abandoned or departed from the same), provided that Landlord shall promptly send a courtesy copy of any such Legal Notices to Tenant at any other address for notice Tenant shall have provided to Landlord. Any notice shall be deemed to have been served at the time the same was received (or at the time delivery was rejected).

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17.6 Critical Response Notifications . Notwithstanding anything to the contrary contained herein, if (a) any breach of security in the Premises shall occur or (b) any service interruption shall occur (a “ Critical Response Notice Event ”), then: (i) Tenant shall immediately provide notice to Landlord: (A) via telephone to Landlord’s facility manager at [***] and (B) via email to [***], or such other number and/or email address as Landlord shall from time to time notify Tenant in writing (“ Landlord’s Emergency Contacts ”) and (ii) unless Tenant shall have previously received notice of such Critical Response Notice Event, Landlord shall immediately provide notice to Tenant: (A) via telephone at [***] and (B) via email to [***] or such other number(s) and/or email address(es) as Tenant shall from time to time notify Landlord in writing (“ Tenant’s Emergency Contacts ”).

17.7 Force Majeure . A party shall incur no liability to the other party with respect to, and shall not be responsible for any failure to perform, any of its obligations hereunder if such failure is caused by any reason beyond the reasonable control of the party obligated to perform such obligations, including, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, or statute, or by fire, earthquake, or civil commotion (collectively, “ Force Majeure ”). For the avoidance of doubt, Force Majeure shall not include interruptions in business processes that can be resumed with minimal effort such as accessing the Internet or other business tools from locations other than the business address. The amount of time for a party to perform any of its obligations (other than payment obligations) shall be extended by the amount of time it is delayed in performing such obligation by reason or any force majeure occurrence whether similar to or different from the foregoing types of occurrences.

17.8 Transfer of Landlord’s Interest . Landlord and each successor to Landlord shall be fully released from the performance of Landlord’s obligations under the Lease Documents upon their transfer of Landlord’s interest in the Project to a third party except for any obligations that accrued prior to the date of transfer. Landlord shall not be liable for any obligation under the Lease Documents after a transfer of its interest in the Project and Tenant agrees to look solely to the successor in interest of Landlord in and to this Lease for all obligations and liabilities accruing on or after the date of such transfer provided that the transferee assumes in writing all of Landlord’s ongoing obligations under this Lease arising on or after the date of such transfer. If any security has been given by Tenant to secure the faithful performance of any of the covenants of this Lease, Landlord shall transfer or deliver said security, as such, to Landlord’s successor in interest and thereupon Landlord shall be discharged from any further liability with regard to said security. In addition, subject to the terms set forth herein, it is understood and agreed that Landlord shall have the right, from time to time, to assign its interest in this Lease in whole or, to a wholly owned subsidiary, in part.

17.9 Prohibition Against Recording . Neither this Lease nor any memorandum, affidavit or other writing with respect to (or evidencing the existence of) this Lease shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant.

17.10 Governing Law . This Lease shall be governed by, and construed in accordance with, the laws of the State. It is mutually agreed that in the event Landlord commences any summary proceeding for non-payment of Rent, Tenant shall not interpose any counterclaim (other than any compulsory counterclaims) of whatever nature or description in any such proceeding. The foregoing shall not be construed to prevent Tenant from bringing a separate action related to such counterclaims. In addition, Tenant hereby submits to local jurisdiction in the State and agrees that any action by Tenant against Landlord shall be instituted in the State and that Landlord shall have personal jurisdiction over Tenant for any action brought by Landlord against Tenant in the State.

17.11 Attorneys’ Fees and Costs . If either Landlord or Tenant shall commence any action or other proceeding against the other arising out of, or relating to, this Lease or the Premises, the prevailing Party shall be entitled to make a claim for its reasonable attorneys’ fees in the event that the non-prevailing Party’s position in such dispute is deemed to be specious or frivolous.

17.12 Waiver of Right to Jury Trial . IN ORDER TO LIMIT THE COST OF RESOLVING ANY DISPUTES BETWEEN THE PARTIES, AND AS A MATERIAL INDUCEMENT TO EACH PARTY TO ENTER INTO THIS LEASE, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH EXPRESSLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OF, IN CONNECTION WITH, OR IN ANY MANNER RELATED TO THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES. THE FILING OF A CROSS-COMPLAINT BY ONE AGAINST THE OTHER IS SUFFICIENT TO MAKE THE PARTIES “ADVERSE.”

17.13 Access by Landlord . Landlord, Landlord’s agents and employees shall have the right to enter upon any and all parts of the Premises at any reasonable time upon prior reasonable oral or written notice (except in the case of an emergency, when no prior notice shall be required but Tenant shall be notified of such entry as soon after as is practical, or as otherwise set forth below) to examine the condition thereof, to clean, to make any repairs, alterations or additions required to be made by Landlord hereunder, to determine whether Tenant is complying with all of its obligations under this Lease, to exercise any of Landlord’s rights or remedies hereunder and for any other reasonable purpose necessary to comply with Landlord’s obligations under this Lease, as reasonably determined by Landlord. Landlord shall notify Tenant (and allow Tenant reasonable opportunity to arrange a Tenant escort) of Landlord’s intention to show the Premises to prospective purchasers or prospective or current mortgage lenders (or, during the last nine (9) months of this Lease, to prospective tenants, provided that Landlord shall seek Tenant’s consent, not to be unreasonably withheld, prior to Landlord entering the Premises to show it to any Tenant Competitors). Notwithstanding the foregoing, Tenant understands and agrees that Landlord’s technical staff may enter the Premises periodically in connection with routine visual inspections of equipment and monitors in the Datacenter Space without prior notice to

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Tenant; however, Landlord shall only conduct such inspections per a pre-approved (approval not to be unreasonably withheld) method of operation document (“ MOP ”) and notwithstanding the foregoing, Landlord shall provide notice as set forth in this Section 17.13 if it enters the Datacenter Space to perform physical work on equipment. Upon request, Landlord shall provide Tenant with (a) a list of the titles of Landlord’s operations personnel (both employees and subcontractors) who require access to the Premises to perform Landlord’s obligations under this Lease and (b) a log of all Persons who have been provided unescorted access to the Premises within the last thirty (30) days. In connection with Landlord’s rights hereunder, Landlord shall at all times have and retain keys, pass keys and/or other access devices or credentials with which to unlock all of the doors in, on or about the Premises, and Landlord shall have the right to use any and all means by which Landlord may deem proper to open such doors to obtain entry to the Premises. Notwithstanding anything herein to the contrary, except for emergencies, Landlord shall use reasonable efforts to minimize disruption of Tenant’s business or occupancy during such entries.

17.14 Rights Reserved by Landlord . Landlord reserves the following rights exercisable without notice (except as otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for set-off or abatement of Rent: (a) to change the name or street address of the Datacenter, the Building, the Campus and/or the Project; (b) to install, affix and maintain all signs on the exterior and/or interior of the Datacenter, the Building, the Campus and/or the Project; (c) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Datacenter, the Building, the Campus and/or the Project, and/or to make such alterations to the Datacenter (and/or the electrical or mechanical systems serving the Datacenter), the Building, the Campus and/or the Project as Landlord deems desirable, provided that the same does not materially and adversely affect Tenant’s access to or use of the Premises; (d) to install, operate and maintain systems which monitor, by closed circuit television or otherwise, all persons entering or leaving the Datacenter, the Building, the Campus and/or the Project; (e) to install and maintain pipes, ducts, conduits, wires and structural elements located in the Datacenter or the Premises and which serve other parts or other tenants or occupants of the Datacenter, the Building, the Campus and/or the Project; (f) the right to determine, in its sole discretion, which telecommunications providers shall be permitted access to the Building, the Campus and/or the Project, provided that Landlord shall provide Tenant with fourteen (14) days prior notice if an existing telecommunications provider utilized by Tenant shall not longer be provided such access; (g) the right to contract with different electricity providers from time to time in its sole discretion, and without reference to whether any electricity provider selected by Landlord provides lower rates than any other electricity supplier; and (h) the absolute right to lease space in the Datacenter, the Building, the Campus and the Project and to create such other tenancies in the Datacenter, the Building, the Campus and the Project as Landlord, in its sole business judgment, shall determine is in the best interests of the Campus and/or the Project (and Landlord does not represent and Tenant does not rely upon any specific type or number of tenants occupying any space in the Datacenter, the Building, the Campus and the Project during the Term of this Lease).

17.15 Confidentiality . The parties each agrees that: (a) all of the Landlord Confidential Information and Tenant Confidential Information (collectively referred to herein as “ Confidential Information ”) is confidential and constitutes proprietary information of the other party and (b) it shall not disclose, and it shall cause its partners, officers, directors, shareholders, employees, brokers and attorneys not to disclose (unless required by Law and/or a court of competent jurisdiction) any Confidential Information of the other party to any other Person (except its attorneys and other agents that have agreed to treat such information as confidential and not to disclose it to third parties) without first obtaining the prior written consent of the disclosing party, which may be withheld in the disclosing party’s sole discretion. Notwithstanding anything to the contrary in this Lease, information shall not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Lease by the receiving party; or (iii) was independently developed by the receiving party prior to disclosure to such party. Each party may disclose the other party’s Confidential Information where: (A) the disclosure is required by Law or by an order of a court or other governmental body having jurisdiction after giving reasonable notice to the other party with adequate time for such other party to seek a protective order or (B) the disclosure is reasonably necessary and is to that party’s or its affiliates’ employees, officers, directors, attorneys, accountants, consultants and other advisors, or to Landlord’s mortgage lender and its counsel, or the disclosure is otherwise necessary for a party to exercise its rights and perform its obligations under this Lease, so long as in all cases the disclosure is no broader than necessary and the party who receives the disclosure agrees prior to receiving the disclosure to keep the information confidential. In addition, if this Lease, or portions thereof, are required under applicable Laws to be disclosed as part of an exhibit to a Party’s required public disclosure documents, the affected Party shall notify the other Party in advance and in writing (and such other Party shall have the right to object or otherwise seek confidential treatment of this Lease). Each party is responsible for ensuring that any Confidential Information of the other party that it discloses pursuant to this Section 17.15 is kept confidential by the person receiving the disclosure, and to the extent practical, shall cause any party to which it discloses the other party’s Confidential Information to execute a commercially reasonable non-disclosure agreement.

17.16 Brokers . Each party hereto represents to the other that it has not engaged, dealt with or been represented by any broker or finder in connection with this Lease other than the brokers specified in Items 13(a) and 13(b) of the Basic Lease Information. Landlord and Tenant shall each indemnify, defend (with legal counsel reasonably acceptable to the other) and hold harmless the other party from and against all Claims (including attorneys’ fees and all litigation expenses) related to any claim made by any other person or entity for any commission or other compensation in connection with the execution of this Lease or the leasing of the Premises to Tenant if based on an allegation that claimant dealt through the indemnifying party.

17.17 Data Protection Requirements . To the extent Landlord collects any Personal Information in connection with access by the Tenant Parties to the Campus, the Buildings and/or the Premises, Landlord agrees to comply with the Box Service Provider Requirements

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attached to this Lease as Exhibit “M” . For purposes of this Section 17.17 , “ Personal Information ” means any information collected by a Party in connection with this Lease (a) that identifies or can be used to identify, contact, or locate the person to whom such information pertains or (b) from which identification or contact information of an individual person can be derived. Landlord and Tenant agree that Landlord shall only collect Personal Information in connection with access by the Tenant Parties to the Campus, the Buildings and/or the Premises.

17.18 Examination of Lease . The submission of this Lease to Tenant or its broker or other agent, does not constitute an offer to Tenant to lease the Premises. This Lease shall have no force and effect until it is executed by both parties

17.19 Authority . If Tenant signs as a corporation, partnership, limited liability company or other similar entity, each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing entity, that Tenant has and is qualified to do business in State, that Tenant has full right and authority to enter into this Lease, and that each of both of the persons signing on behalf of Tenant are authorized to do so. Upon Landlord’s request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and warranties. The person executing this Lease on behalf of Landlord hereby covenants and warrants that Landlord has full right and authority to enter into this Lease and that the person signing on behalf of Landlord is authorized to do so.

[Signatures Appear on Next Page]

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17.20 Counterparts; Execution by Facsimile . This Lease may be executed in one or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. Each of the parties hereto agree that the delivery of an executed copy of this Lease by facsimile or email shall be legal and binding and shall have the same full force and effect as if an original executed copy of this Lease had been delivered. Tenant’s online acceptance of any or all portions of this Lease (including but not limited to any of the Exhibits to this Lease) shall be deemed an execution for purposes of the preceding sentence, and Tenant shall not have the right to object to the manner (i.e., online acceptance, electronic signatures, fax, or scanned images of signature pages) in which this Lease was executed as a defense to the enforcement of this Lease.

IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the Effective Date.

LANDLORD :

VANTAGE DATA CENTERS [***],

LLC , a Delaware limited liability company

By:		VANTAGE DATA CENTERS MANAGEMENT COMPANY, LLC,
		a Delaware limited liability company
		its authorized agent

By:		/s/ Sureel Choksi
		Sureel Choksi, Chief Executive Officer

Date:		July 26, 2016

TENANT :

BOX, INC.,

a Delaware corporation

By:	/s/ Aaron Levie	By:	/s/ Dylan Smith
Name:	Aaron Levie	Name:	Dylan Smith
Title:	CEO	Title:	CFO
Date:	July 27, 2016	Date:	July 27, 2016

APPROVED BY :

Halsey Halsey

7/26/16 11:57 AM

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT “A”

DESCRIPTION OF PROJECT; BUILDING

That certain data center telecommunications project commonly known as Vantage Data Centers – [***] (the “ Project ”), which Project includes the building (the “ Building ”) located at and commonly known as [***] and the land (“ Land ”) on which such Building (and other improvements relating to such Building) are located. For the avoidance of doubt, as used herein, Project shall not include the building (the “ [***] ”) located at and commonly known as [***], the building (the “ [***] ”) located at and commonly known as [***] or the building (the “ [***] ”) located at and commonly known as [***] and the land on which such [***] (and other improvements relating to such [***]), [***] (and other improvements relating to such [***]) or [***] (and other improvements relating to such [***]) are located).

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[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT “B”

LANDLORD’S ADDRESSES


Landlord’s Address for Notices :	V a n ta ge D at a C e n ter s [***], LLC	And with copies of any legal notices to :
	c/o Vantage Data Centers Management Company, LLC
	[***]	HV Law LLC P.O. Box 744
	Attn: [*] Email: [*]	Littleton, CO 80160-0744 Attention: [*] Email: [*]

Landlord’s Address for Payment of Rent :	ACH/Wire Payments :
	JPMorgan Chase Bank, N.A.
	700 Market Street
	San Francisco, CA 94102
	Account Name: Vantage Data Centers Management Company, LLC
	Regarding/Reference: [***]/BOX
	Routing Number: [***]
	Account Number: [***]
	Check Payments :
	c/o Vantage Data Centers Management Company, LLC
	PO Box 101103
	Pasadena, CA 91189-1103
	Overnight Address :
	c/o Vantage Data Centers Management Company, LLC
	PO Box 101103
	Pasadena, CA 91189-1103

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[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT “C-1”

DEPICTION OF DATACENTER AND DATACENTER SPACE

[***]

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[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT “C-2”

DEPICTION OF SUPPORT SPACE

[***]

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[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT “D-1”

DEPICTION OF MEET ME ROOMS IN THE [***]

[***]

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[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT “D -2”

DEPICTION OF MEET ME ROOMS IN THE BUILDING

[***]

Vantage Confidential and Proprietary

[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT “E”

ADDITIONAL RENT; INSURANCE AND PROPERTY TAX ESCALATIONS

1. Definitions .

1.1. “ Property Taxes ” means all real property taxes, assessments, fees, charges, or impositions and other similar governmental or quasi-governmental ad valorem or other charges levied on or attributable to the Building or its ownership, operation or transfer of any and every type, kind, category or nature, whether direct or indirect, general or special, ordinary or extraordinary and all taxes, assessments, fees, charges or similar impositions imposed in lieu or substitution (partially or totally) of the same including, without limitation, all taxes, assessments, levies, charges or impositions: (a) on any interest of Landlord or any mortgagee of Landlord in Building, the Premises or in this Lease, or on the occupancy or use of space in the Building or the Premises; (b) on the gross or net rentals or income from the Building, including, without limitation, any gross income tax, excise tax, sales tax or gross receipts tax levied by any federal, state or local governmental entity with respect to the receipt of Rent; (c) on any transit taxes or charges, business or license fees or taxes, annual or periodic license or use fees, park and/or school fees, arts charges, parks charges, housing fund charges; (d) imposed for street, refuse, police, sidewalks, fire protection and/or similar services and/or maintenance, whether previously provided without charge or for a different charge, whether provided by governmental agencies or private parties, and whether charged directly or indirectly through a funding mechanism designed to enhance or augment benefits and/or services provided by governmental or quasi-governmental agencies; (e) on any possessory taxes charged or levied in lieu of real estate taxes; and (f) any reasonable costs or expenses incurred or expended by Landlord in investigating, calculating, protesting, appealing or otherwise attempting to reduce or minimize such taxes. There shall be excluded from Property Taxes all income taxes, capital stock, inheritance, estate, gift, or any other taxes imposed upon or measured by Landlord’s gross income or profits unless the same is specifically included within the definition of Property Taxes above or otherwise shall be imposed in lieu of real estate taxes or other ad valorem taxes.

1.2. “ Insurance ” means all costs, fees, amounts, disbursements and expenses of every kind and nature paid or incurred by or on behalf of Landlord with respect to any Expense Year in connection with insurance for the Project, allocated to the Building in accordance with Paragraph 2.4 , below, including, without limitation, any amounts paid or incurred with respect to premiums for property, casualty, liability, rent interruption, earthquake, flood or other types of insurance carried by Landlord from time to time.

1.3. “ Interest Rate ” means an annual rate of interest equal to the Reference Rate plus two percent (2%).

1.4. “ Expense Year ” means, with respect to Property Taxes and Insurance, the applicable twelve (12) month period falling in whole or in part during any portion of the Term.

2. Calculation Methods and Adjustments .

2.1. Amounts payable by Tenant under Section 4.1.3 of the Standard Lease Provisions with respect to any Expense Year that includes less than an entire calendar year shall be prorated on the basis that the number of days in such Expense Year bears to 365.

2.2. Subject to the provisions of this Paragraph 2 of this Exhibit “E” , all calculations, determinations, allocations and decisions to be made hereunder with respect to Insurance and Property Taxes shall be made in accordance with the good faith determination of Landlord applying sound accounting and property management principles consistently applied which are consistent with Institutional Owner Practices. Landlord shall have the right to equitably allocate some or all of Insurance among particular classes or groups of tenants in the Project (or Campus) to reflect Landlord’s good faith determination that measurably different amounts or types of services, work or benefits associated with Insurance, as applicable, are being provided to or conferred upon such classes or groups. All discounts, reimbursements, rebates, refunds, or credits (collectively, “ Reimbursements ”) attributable to Insurance or Property Taxes received by Landlord in a particular year shall be deducted from Insurance or Property Taxes, as applicable, in the year the same are received; provided, however, if such practice is consistent with Institutional Owner Practices, Landlord may treat Reimbursements generally (or under particular circumstances) on a different basis. Landlord shall have the right to exclude from Insurance for the Base Year the cost of items of service, work or benefits: (a) not provided following the Base Year, (b) incurred due to circumstances not applicable following the Base Year or due to market-wide labor-rate increases in Insurance due to extraordinary circumstances, including, without limitation, boycotts, embargoes and strikes, and utility rate increases due to extraordinary circumstances, and (c) amortized costs relating to Capital Items.

2.3. If in any one or more Expense Years following the Base Year (a “ Comparison Year ”), Property Taxes decrease below the amount of Property Taxes for the Base Year as a result of any reassessment or any similar governmental act or Law, including, without limitation, as the result of a Proposition 8 reduction (collectively, a “ Tax Reduction ”), for purposes of calculation of excess Property Taxes for such Comparison Year and all subsequent Comparison Years, Property Taxes allocable to the Base Year shall be reduced to the amount of Property Taxes allocable to such Comparison Year (a “ Base Year Tax Reduction ”); provided, however, that if in any subsequent Comparison Year the amount of such Tax Reduction is decreased (other than to the extent by virtue of the application of the annual percentage increase (presently 2.0%) in Property Taxes currently provided by statute (or any substitute therefor hereafter adopted)), for purposes of calculation of excess Property Taxes for such subsequent Comparison Year, the Base Year Tax Reduction shall be correspondingly decreased. Property Taxes allocable to the Base Year shall not include any Property Taxes or any taxes, assessments, costs charges or fees not applicable following the Base Year.

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2.4. As of the date of this Lease, Tenant pays Additional Rent under Section 4.1.3 of the Standard Lease Provisions based on: (a) the Insurance and Property Taxes for the Project and (b) the Insurance and Property Taxes for the Campus that are allocated to the Project in accordance with this Paragraph 2.4 of this Exhibit “E” .

3. Payment Procedure; Estimates .

3.1. During each Expense Year, Landlord may elect to give Tenant written notice of its estimate of any amounts payable under Section 4.1.3 of the Standard Lease Provisions for that Expense Year. On or before the first day of each calendar month during such Expense Year, Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such Expense Year, and all subsequent payments under this Paragraph 3.1 of this Exhibit “E” by Tenant for such Expense Year shall be based upon such revised estimate.

3.2. Landlord shall endeavor to deliver to Tenant within one hundred fifty (150) days after the close of each Expense Year or as soon thereafter as is practicable, a statement of that year’s Property Taxes and Insurance, and the amount of Additional Rent payable under Section 4.1.3 of the Standard Lease Provisions for such Expense Year, as determined by Landlord (the “ Landlord’s Statement ”), and such Landlord’s Statement shall be binding upon Landlord and Tenant, except as provided in Paragraph 4 of this Exhibit “E” . If the Landlord’s Statement indicates that (or if it is finally determined pursuant to Paragraph 4 of this Exhibit “E” that) the amount payable under Section 4.1.3 of the Standard Lease Provisions: (a) is more than the estimated payments made by Tenant under Paragraph 3.1 of this Exhibit “E” with respect to the applicable Expense Year, Tenant shall pay the deficiency to Landlord within thirty (30) days of receipt of Landlord’s Statement or (b) is less than the estimated payments made by Tenant under Paragraph 3.1 of this Exhibit “E” with respect to the applicable Expense Year, such excess payments shall be credited against Rent next payable by Tenant under this Lease (or, if the Term of this Lease has expired, shall be paid to Tenant within thirty (30) days of receipt of Landlord’s Statement). The expiration or early termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to this Paragraph 3.2 of this Exhibit “E” to be performed after such expiration or early termination.

4. Review of Landlord’s Statement . Provided that Tenant strictly complies with the provisions of this Paragraph 4 of this Exhibit “E” , Tenant shall have the right, at Tenant’s sole cost and expense, to reasonably review Landlord’s supporting books and records (at Landlord’s manager’s corporate offices) for any portion of the Property Taxes or Insurance for a particular Expense Year covered by Landlord’s Statement. Tenant shall, within ninety (90) days after any such Landlord’s Statement is delivered to Tenant, deliver a written notice (a “ Dispute Notice ”) to Landlord specifying the items described in the Landlord’s Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts (if any) remaining due from Tenant to Landlord as specified in the Landlord’s Statement. The right of Tenant under this Paragraph 4 of this Exhibit “E” may only be exercised once for each Expense Year covered by any Landlord’s Statement, and if Tenant fails to deliver a Dispute Notice within the ninety (90) day period described above or fails to meet any of the other above conditions of exercise of such right, the right of Tenant to audit a particular Landlord’s Statement (and all of Tenant’s rights to make any claim relating thereto) under this Paragraph 4 of this Exhibit “E” shall automatically be deemed waived by Tenant. Any review of records under this Paragraph 4 of this Exhibit “E” shall be at the sole expense of Tenant and shall be conducted by independent certified public accountants of national standing which are not compensated on a contingency fee or similar basis relating to the results of such audit. Tenant acknowledges and agrees that any records of Landlord reviewed under this Paragraph 4 of this Exhibit “E” (and the information contained therein) constitute Landlord Confidential Information, which shall not be disclosed other than to Tenant’s accountants performing the review and principals of Tenant who receive the results of the review. If Landlord disagrees with Tenant’s contention that an error exists with respect to the Landlord’s Statement in dispute, Landlord shall have the right to cause another review of that portion of Landlord’s Statement to be made by a firm of independent certified public accountants of national standing selected by Landlord (“ Landlord’s Accountant ”). If it is finally determined pursuant to this Paragraph 4 of this Exhibit “E” that a particular Landlord’s Statement overstated amounts payable by Tenant under Section 4.1.3 of the Standard Lease Provisions by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable cost of Tenant’s accountant within thirty (30) days after written receipt of notice. In all other cases, Tenant shall be liable for Landlord’s Accountant’s actual fees and expenses.

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EXHIBIT “F”

INSURANCE REQUIREMENTS

1. Policies .

1.1. Property Insurance . At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense, “All-Risk” (and at Landlord’s option earthquake, earthquake sprinkler leakage and/or flood) property insurance, in an amount not less than one hundred percent (100%) of replacement cost covering the full replacement value of all of Tenant’s Personal Property in the Premises. The proceeds of such insurance shall be used for the repair and replacement of the property so insured, except if this Lease is terminated.

1.2. Business Interruption Insurance . At all times during the Term of this Lease, Tenant shall procure and maintain business interruption insurance in such amount as shall reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against in Paragraph 1.1 of this Exhibit “F” for a period of not less than twelve (12) months.

1.3. Liability Insurance .

1.3.1 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of Landlord and Tenant, commercial general liability insurance applying to the use and occupancy of the Premises and the business operated by Tenant. Such insurance shall have a minimum combined single limit of liability of at least $1,000,000 per occurrence and a general aggregate limit of at least $2,000,000, and Tenant shall provide in addition excess liability insurance on a following form basis, with overall limits of at least $5,000,000. All such policies shall be written to apply to all bodily injury (including death), property damage and personal injury losses, shall include blanket contractual liability, broad form property damage, independent contractor’s coverage, completed operations, products liability, cross liability and severance of interest clauses, and shall be endorsed to include Landlord and Landlord’s agents, beneficiaries, partners, employees, and any Holder of any Security Instrument designated by Landlord as additional insureds.

1.3.2 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of Landlord and Tenant, primary automobile liability insurance with limits of not less than $1,000,000 per occurrence covering owned, hired and non-owned vehicles used by Tenant.

1.4. Workers’ Compensation; Employer’s Liability Insurance . At all times during the Term of this Lease, Tenant shall procure and maintain Workers’ Compensation Insurance in accordance with the laws of the state in which the Project is located and Employer’s Liability insurance with a limit not less than $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.

2. Policy Requirements . All insurance required to be maintained by Tenant under this Lease shall be issued by insurance companies authorized to do insurance business in the state in which the Project is located and that are rated not less than A:X in Best’s Insurance Guide. All such insurance policies shall: (a) be written as primary policies, not excess or contributing with or secondary to any other insurance as may be available to Landlord or to the additional insureds and (b) be endorsed so as to include a waiver of subrogation in accordance with and to the full extent of Tenant’s waiver of claims with respect to Landlord and the other Landlord Parties as set forth in of this Lease. A certificate of insurance (or, at Landlord’s option, copies of the applicable policies) evidencing the insurance required under this Exhibit “F” shall be delivered to Landlord not less than thirty (30) days prior to the Commencement Date. No such policy shall be subject to cancellation or modification without thirty (30) days prior written notice to Landlord and to any Holder of any Security Instrument designated by Landlord, and each such policy shall be endorsed to provide that the insurer thereunder shall provide Landlord with written notice of any failure by Tenant to pay any premium thereunder when due and such failure continues for a period of ten (10) business days after such date. Tenant shall furnish Landlord with a replacement certificate with respect to any insurance not less than ten (10) business days prior to the expiration of the current policy. Tenant shall have the right to provide the insurance required by this Exhibit “F” pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Premises and the Landlord as required by this Lease without regard to claims made under such policies with respect to other persons.

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EXHIBIT “G”

CALIFORNIA STATE LAW PROVISIONS

1. Remedies for Events of Default .

1.1. Landlord’s Right to Terminate upon Event of Default . If any Event of Default shall occur, Landlord shall have the right to terminate this Lease and recover possession of the Premises by giving written notice to Tenant of Landlord’s election to terminate this Lease, in which event Landlord shall be entitled to receive from Tenant: (a) the worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus (b) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, which was actually and reasonably accrued by Landlord; and (e) at Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by Laws. As used in clauses (a) and (b), above, “worth at the time of award” shall be computed by allowing interest at the Default Rate. As used in clause (c), above, “worth at the time of award” shall be computed by discounting such amount at the Discounting Rate (defined below). As used herein, the term “ Discounting Rate ” means the Reference Rate plus one percent (1%).

1.2. Landlord’s Right to Continue Lease upon Tenant Default . In the event of a default of this Lease and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Paragraph 1.1 , above, Landlord may from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without limiting the foregoing, Landlord shall have the remedy described in California Civil Code Section 1951.4 (Landlord may continue this Lease in effect after Tenant’s breach and abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations). To the fullest extent permitted by Law, the proceeds of any reletting shall be applied: (a) first to pay to Landlord all costs and expenses of such reletting (including without limitation, costs and expenses of retaking or repossessing the Premises, removing persons and property therefrom, securing new tenants, including expenses for refixturizing, alterations and other costs in connection with preparing the Premises for the new tenant, and if Landlord shall maintain and operate the Premises, the costs thereof) and receivers’ fees incurred in connection with the appointment of and performance by a receiver to protect the Premises and Landlord’s interest under this Lease and any necessary or reasonable alterations; (b) second, to the payment of any indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder; (c) third, to the payment of Rent due and unpaid hereunder; and (d) the residue, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable, and Tenant shall not be entitled to receive any portion of such revenue. No re- entry or taking of possession of the Premises by Landlord pursuant to this Paragraph 1.2 shall be construed as an election to terminate this Lease unless a written notice of such election shall be given to Tenant or unless the termination thereof is decreed by a court of competent jurisdiction. Notwithstanding any reletting without termination by Landlord, Landlord may, at any time after such reletting, elect to terminate this Lease for any such Event of Default. Upon the occurrence of an Event of Default by Tenant under Section 15.1 of the Standard Lease Provisions, if the Premises or any portion thereof are sublet, Landlord, in addition and without prejudice to any other remedies herein provided or provided by Laws, may, at its option, collect directly from the sublessee all rentals becoming due to the Tenant and apply such rentals against other sums due hereunder to Landlord.

1.3. Efforts to Relet . For the purposes of this Exhibit “G” , Tenant’s right to possession shall not be deemed to have been terminated by efforts of Landlord to relet the Premises (or any portion thereof), by its acts of maintenance or preservation with respect to the Premises (or any portion thereof), or by appointment of a receiver to protect Landlord’s interests hereunder. The foregoing enumeration is not exhaustive, but merely illustrative of acts that may be performed by Landlord without terminating Tenant’s right to possession.

1.4. Waiver of Right of Redemption . Tenant hereby waives for Tenant and for all those claiming under Tenant all right now or hereafter existing to redeem by order or judgment of any court or by any legal process or writ, Tenant’s right of occupancy of the Premises after any termination of this Lease. Notwithstanding any provision of this Lease to the contrary, the expiration or termination of this Lease and/or the termination of Tenant’s rights to possession of the Premises shall not discharge, relieve or release Tenant from any obligation or liability whatsoever under any indemnity provision of this Lease, including without limitation the provisions of Section 14.2 of the Standard Lease Provisions.

1.5. Cumulative Remedies; Equitable Relief . The specific remedies to which Landlord may resort under the provisions of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any breach or threatened breach by Tenant of any provisions of this Lease. In addition to the other remedies provided in this Lease, subject to Laws, Landlord shall be entitled to a restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease or to a decree compelling specific performance of any such covenants, conditions or provisions.

1.6. Tenant’s Waiver . Tenant acknowledges that Landlord has entered into this Lease in reliance upon, among other matters, Tenant’s agreement and continuing obligation to pay all Rent due throughout the Term. As a result, if Landlord elects, at Landlord’s sole option, to attempt to relet all or any part of the Premises, Tenant agrees that Landlord has no obligation to: (a) relet the Premises prior to

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leasing any other space within the Datacenter or Project; (b) relet the Premises: (i) at a rental rate or otherwise on terms below market, as then determined by Landlord in its sole discretion, (ii) to any entity not satisfying Landlord’s then standard financial credit risk criteria or Datacenter criteria regarding security/interconnectivity, (iii) for a use or upon terms not substantially consistent with the terms and requirements of this Lease; (c) make any alterations to the Premises, the Datacenter or the Project; and/or (d) otherwise incur any costs in connection with any such reletting, unless Tenant unconditionally delivers to Landlord, in good and sufficient funds, the full amount thereof in advance.

1.7. Landlord’s Right to Cure . All covenants and agreements to be performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense. If Tenant should fail to make any payment (other than Base Rent or the Power Payment) or cure any default hereunder within the time herein permitted (including, without limitation, any default by Tenant under Section 9.2 or Section 14.3 of the Standard Lease Provisions), Landlord, without being under any obligation to do so, without thereby waiving such default and in addition to and without prejudice to any other right or remedy of Landlord, may make such payment and/or remedy such other default for the account of Tenant (and enter the Premises for such purpose), and thereupon Tenant shall be obligated to, and hereby agrees to, pay to Landlord as Additional Rent, within ten (10) business days following Landlord’s demand therefor, all costs, expenses and disbursements (including reasonable attorneys’ fees) incurred by Landlord in taking such remedial action, plus an administrative fee of ten percent (10%) of such amount.

1.8. Notices . Tenant hereby acknowledges and agrees that all of the notice periods provided in Section 15.1 of the Standard Lease Provisions are in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et. seq., or any similar or successor law.

2. Statutory Waivers .

2.1. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of Law, now or hereinafter in force, which restricts the amount or types of claim that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the handling or return of security deposits.

2.2. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

2.3. Landlord’s and Tenant’s waivers set forth in Sections 10.1.3 and 10.2 of the Standard Lease Provisions shall include, without limitation: (a) the provisions of Sections 1932(2) and 1933(4) of the California Civil Code, as amended from time to time, and the provisions of any successor or other law of like import and (b) the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure, as amended from time to time, and the provisions of any successor or other law of like import.

3. Notice of Completion . Upon completion of any Alterations and in compliance with all applicable Laws, Tenant shall provide a Certificate of Substantial Completion signed off by Tenant’s architect and all applicable permits will be signed off by, and recorded with, the applicable government department(s).

4. California Civil Code Section 1938 . As of the date of this Lease, the Premises, Building and Project have not been inspected by a Certified Access Specialist as referred to in Section 1938 of the California Civil Code.

Vantage Confidential and Proprietary

EXHIBIT “H”

SERVICE LEVEL AGREEMENT

PART I - SPECIFICATIONS


1. Electricity Consumption, Threshold/Specifications :	[*] in a [*] configuration.
2. Target Battery Capacity :	Five (5) minutes at [***].
3. Back-up Generator :	Critical load generators are installed in an N+1 configuration and maintained by Landlord’s engineering staff. Back-up Power is included in all AC amperage usage.
4. HVAC Specs :	Sufficient cooling for the Datacenter Space in an N+1 configuration. System is dedicated to the Datacenter and maintained by Landlord’s engineering staff.
(a) Target Temperature :	Within the “Allowable” range for a Data Center Environment as defined by ASHRAE TC 9.9 “Thermal Guidelines for Data Processing Environments,” Allowable Class A2, as issued in 2015.
(b) Target Relative Humidity :	Within the “Allowable” range for a Data Center Environment as defined by ASHRAE TC 9.9 “Thermal Guidelines for Data Processing Environments,” Allowable Class A2, as issued in 2015.
5. Maximum Structural Load :	250 pounds of live load per square foot. No weight shall be supported from the roof/ceiling. Any cabinets, cages or partitions installed in the Datacenter Space (whether installed by Landlord or any Tenant Party) shall be included in the calculation of the live load.

PART II – REMEDY FOR CRITICAL INTERRUPTIONS

1. Definitions .

(a) “ Chronic Outage ” means the occurrence of either [***], regardless of duration.

(b) [***] means [***].

(d) [***] means [***].

(e) “ Electrical Critical Interruption ” means any interruption during [***].

(f) “ First Interruption ” means the first (1st) Rent Abatement Event commencing in any particular twelve (12) month period during the Term.

(g) “ Interruption Cure Completion Notice ” means written notice from Landlord that a particular Rent Abatement Event has been rectified.

(h) “ Mechanical Critical Interruption ” means any failure during the Term, for a period in excess of sixty (60) cumulative minutes during any twenty-four (24) hour period, of any HVAC service described in Section 8.1.3 of the Standard Lease Provisions that is required to be provided by Landlord under this Lease to or with respect to the Datacenter Space: (i) to be within the parameters identified in the HVAC Specs identified in Part I above and (ii) that is not caused by: (A) any Casualty or Force Majeure event, (B) the consumption of Critical Load Power in excess of the Electrical Power Threshold or (C) any other act or omission of Tenant or any Tenant Delay (which shall include, without limitation, any failure of Tenant to implement and at all times maintain during the Term a commercially reasonable cold aisle containment system within the Datacenter Space).

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[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

of days in the calendar month in which the Rent Abatement Event occurred. For the avoidance of doubt, Datacenter Space containing Equipment that is inoperable as a result of a Rent Abatement Event in the main distribution area (MDA) for the Datacenter Space shall be deemed to be “affected” for purposes of this definition.

(j) “ Remote Hands Service Failure ” means any failure during the Term by Landlord to Respond to a properly submitted request by Tenant for any Remote Hands Service described in Section 8.1.4 of the Standard Lease Provisions within thirty (30) minutes following Landlord’s receipt and confirmation of such request, which failure is not caused by: (A) any Casualty or Force Majeure event or (B) any act or omission of Tenant or any Tenant Delay.

(k) “ Rent Abatement Event ” means any Electrical Critical Interruption or any Mechanical Critical Interruption. Notwithstanding anything to the contrary set forth herein, Rent Abatement Events that are connected to the same root cause shall be treated as the same Rent Abatement Event, and Rent Abatement Events that occur intermittently but are connected to the same root cause shall be treated as a single Rent Abatement Event.

(l) “ Respond ” means that a Landlord employee, contractor or other representative has sent a response to Tenant confirming such request for Remote Hands Service or is working to perform such Remote Hands Service.

(m) “ Second Interruption ” means the second (2nd) Rent Abatement Event commencing in a particular twelve (12) month period during the Term.

(n) “ Three-Plus Interruption ” means the third (3rd), and any subsequent, Rent Abatement Event commencing in any particular twelve (12) month period during the Term.

2. Remedy .

(a) Outage Credits for Rent Abatement Events .

(1) Upon the occurrence of each Rent Abatement Event, Tenant shall be entitled to Outage Credits in the amounts set forth opposite the duration of each such Rent Abatement Event in Tables H.1 and H.2, below, as applicable:

Table Related to the Calculation of Outage Credits (Table H.1)

Rent Abatement Event Duration:	Outage Credits:
0 – 24 consecutive hours	Outage Credits described in Table H.2, below.
Each period of 24 consecutive hours occurring thereafter during which such Rent Abatement Event occurs or continues.	One (1) additional Outage Credit beyond those Outage Credits described in Table H.2.

Table Describing Outage Credits (Table H.2)

Rent Abatement Event Duration:	Outage Credits:
Each First Interruption.	[***]
Each Second Interruption.	[***]
Each Three-Plus Interruption.	[***]

(2) In the event that Tenant is entitled to an Outage Credit, the Outage Credit shall be applied as a credit towards Tenant’s Monthly Base Rent due in the immediately following month of the Term; provided, however, in the event that an Outage Credit accrues during the final month of the Term, Landlord shall pay to Tenant the amount of the Outage Credit within sixty (60) days following the expiration of the Term.

(3) The foregoing notwithstanding, the total Outage Credits to which Tenant may become entitled in any calendar month shall not exceed Tenant’s total Monthly Base Rent for the affected portion of the Datacenter Space for such calendar month (at the time of the event).

(4) After Landlord has rectified a particular Rent Abatement Event and has gathered all necessary information regarding such Rent Abatement Event, Landlord shall provide the Interruption Cure Completion Notice to Tenant as soon as is reasonably practicable thereafter.

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

(b) [***]

(1) [***]

(2) [***]

(c) Outage Credits for Remote Hands Service Failure . Notwithstanding anything to the contrary in Section 8.2 of the Standard Lease Provisions, if one or more Remote Hands Service Failures occurs on any day, Tenant’s shall receive a $200 credit to be applied toward Base Rent, such that Tenant shall receive a $200 credit to be applied toward Base Rent for each day (or part thereof) on which any Remote Hands Service Failure(s) occur. In addition, notwithstanding anything to the contrary set forth herein, the maximum aggregate credits that Tenant shall be eligible to receive for Remote Hands Service Failure(s) during any calendar month during the Term shall be $1,000 (prorated for partial calendar months).

(d) Maximum Outage Credits . The foregoing notwithstanding, the maximum Base Rent abatements (including Outage Credits and credits for Remote Hands Failures) to which Tenant may become entitled in any calendar month shall not exceed Tenant’s total Monthly Base Rent for the affected portion of the Datacenter Space for such calendar month (at the time of the event).

Vantage Confidential and Proprietary

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT “I”

PORTABILITY AND EXTENSION PROVISIONS

1. Campus Portability .

1.1. Portability – General . In the event Tenant desires to replace its lease of the Datacenter Space with other space on the Campus, Tenant shall provide written notice to Landlord. Upon receipt of Tenant’s written notice, Landlord shall notify Tenant whether there is any Qualified Replacement Datacenter Space (defined below) that is Available for Lease (defined below) on the Campus. A “ Qualified Replacement Datacenter Space ” means an alternative datacenter space within the Campus that has more than [***] of critical load power in a [***] configuration. “ Available for Lease ” means that such Qualified Replacement Datacenter Space is not then leased to, or the subject of active lease negotiations with, any other Person or encumbered by a preemptive right to lease (e.g., an expansion right, right of first offer or right of first refusal) in favor of any other Person. Qualified Replacement Datacenter Space shall be considered to be the subject of active lease negotiations if Landlord is actively negotiating a letter of intent or lease agreement with respect to such space with agreed-upon principal economic terms.

1.2. Term; Rent; Other Terms . If there is Qualified Datacenter Space that is Available for Lease on the Campus, Landlord and Tenant shall negotiate in good faith to enter into an amendment to this Lease or a new lease agreement with respect to the termination of the Datacenter Space and a contemporaneous replacement of such space with the Qualified Replacement Datacenter Space. Unless otherwise agreed by the parties, the amendment or new lease agreement shall contain the following terms and conditions:

1.2.1. With respect to the Qualified Replacement Datacenter Space, the following terms and conditions shall apply: (a) at Tenant’s sole cost and expense (including a reasonable management fee), Landlord shall complete the installations necessary to prepare the Qualifying Replacement Datacenter Space for Tenant’s occupancy (not including any of the Tenant Datacenter Space Installations, which shall be completed by Tenant at its sole cost and expense); (b) the Initial Term of Tenant’s lease of the Qualified Replacement Datacenter Space shall commence upon the date (the “ Qualified Replacement Datacenter Space Commencement Date ”) that Landlord delivers the Qualified Replacement Datacenter Space to Tenant, taking into account the reasonable time needed by Tenant to migrate from the Datacenter Space to the Qualified Replacement Datacenter Space; (c) the Initial Term of Tenant’s lease of the Qualified Replacement Datacenter Space shall expire on the date that is sixty (60) months following the Qualified Replacement Datacenter Space Commencement Date; (d) as of the Qualified Replacement Datacenter Space Commencement Date, the Electrical Power Threshold shall be increased by the amount of critical load power associated with the Qualified Replacement Datacenter Space; (e) beginning on the Qualified Replacement Datacenter Space Commencement Date and continuing for the remainder of the Initial Term for the Qualified Replacement Datacenter Space (including any exercised Option Terms), the monthly base rent payable by Tenant with respect to the Qualified Replacement Datacenter Space shall be equal to the greater of (i) the then prevailing base rent and additional rent then being charged by Landlord for comparable space on the Campus for new leases, taking into consideration the quality, size, utility and location thereof, the length of the initial term, the amenities provided to Tenant and all other relevant considerations and (ii) the product of: (A) the committed critical load power for the Qualified Replacement Datacenter Space and (B) the monthly Base Rental Rate (i.e., US $/kW/mo.) that is payable with respect to the then-current month of the Initial Term as set forth in Item 8(a) of the Basic Lease Information, with subsequent three percent (3%) annual increases in such monthly Base Rental Rate; (f) Tenant shall continue to pay the monthly Base Rent attributable to the Improvement Allowance as set forth in Item 8(a) of the Basic Lease Information for the number of months remaining in the Initial Term for the Datacenter Space; (g) all costs and expenses incurred by Landlord or Tenant to move Tenant’s Personal Property and any other equipment or property from the Datacenter Space to the Qualified Replacement Datacenter Space, and/or otherwise to transition Tenant’s lease of space from the Datacenter Space to the Qualified Replacement Datacenter Space, shall be borne and paid solely by Tenant; and (h) except as expressly provided to the contrary in this Paragraph 1 , the remaining terms of Tenant’s lease of the Qualified Replacement Datacenter Space shall be the same as the terms and conditions of the Lease, including, without limitation, the Base Year (provided that (i) all provisions of the Lease which vary based upon the area of the Premises shall be appropriately adjusted and (ii) the portability provisions set forth herein shall deleted). Tenant shall reimburse Landlord for (or, at Landlord’s election, shall pay directly) any costs and expenses incurred or to be incurred by Landlord in accordance with this Paragraph 1.2.1 within thirty (30) days following delivery to Tenant of a written invoice therefor.

1.2.2. With respect to the Datacenter Space, the following terms and conditions shall apply: (a) on or before the Qualified Replacement Datacenter Space Commencement Date, Tenant, at its sole cost and expense, shall move Tenant’s Personal Property and any other equipment or property from the Datacenter Space to the Qualified Replacement Datacenter Space and surrender the Datacenter Space to Landlord in accordance with Article 13 of the Lease; (b) on the Qualified Replacement Datacenter Space Commencement Date, the lease of the Datacenter Space shall terminate; (c) provided that Tenant has surrendered the Datacenter Space pursuant to clause (a) of this Paragraph 1.2.2 , as of the Qualified Replacement Datacenter Space Commencement Date, the monthly base rent payable by Tenant with respect to the Datacenter Space shall cease; and (d) all costs and expenses incurred by Landlord or Tenant to move Tenant’s Personal Property and any other equipment or property from the Datacenter Space to the Qualified Replacement Datacenter Space, and/or otherwise to transition Tenant’s lease of space from the Datacenter Space to the Qualified Replacement Datacenter Space, shall be borne and paid solely by Tenant. Tenant shall reimburse Landlord for (or, at Landlord’s election, shall pay directly) any costs and expenses incurred or to be incurred by Landlord in accordance with this Paragraph 1.2.2 within thirty (30) days following delivery to Tenant of a written invoice therefor.

Vantage Confidential and Proprietary

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

1.3. Conditions . Notwithstanding anything to the contrary herein, the portability terms set forth in this Paragraph 1 shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, at any time during the negotiation period between the parties with respect to any Qualified Replacement Datacenter Space, or on the Qualified Replacement Datacenter Space Commencement Date, there shall be an uncured Event of Default by Tenant under the Lease or if more than two (2) Events of Default shall have occurred during the twelve (12) month period prior thereto. In addition, Tenant may elect to utilize the portability terms set forth in this Paragraph 1 only once during the Initial Term with respect to the Datacenter Space.

2. Extension Options .

2.1. Grant . Subject to and in accordance with the terms and conditions of this Paragraph 2 of this Exhibit “I” , Tenant shall have the number of options (each, an “ Extension Option ”) specified in Item 7(d) of the Basic Lease Information to extend the Term of this Lease, each for an additional term (collectively the “ Option Terms ”, each an “ Option Term ”) of the number of calendar months (or years) specified in Item 7(d) of the Basic Lease Information, upon the same terms, conditions and provisions applicable to the then current Term of this Lease (except as provided otherwise herein). Tenant shall have the right to exercise any Extension Option only with respect to the entire Premises leased by Tenant (at the Electrical Power Threshold then associated with the entire Premises) at the time that Tenant delivers an Option Exercise Notice, and Tenant only may exercise an Extension Option pursuant to this Lease if it contemporaneously exercises the corresponding extension option pursuant to the [***] Lease. The monthly Base Rent and other charges payable with respect to the Premises for the Option Term (the “ Option Rent ”) shall be equal to the monthly Base Rent that is payable with respect to the last month of the Initial Term (or the first Option Term, as applicable) (exclusive of any amortization of the Improvement Allowance, which shall apply only to the Initial Term) multiplied by 1.03 (with subsequent three percent (3%) increases on in the monthly Base Rent on each anniversary of the date of commencement of the Option Term).

2.2. Exercise . Tenant may exercise the Extension Option only by delivering to Landlord a written notice (an “ Option Exercise Notice ”) at least nine (9) calendar months (and not more than fifteen (15) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is exercising the Extension Option pursuant to this Paragraph 2 of this Exhibit “I” ; provided, however, notwithstanding anything to the contrary set forth herein, no Option Exercise Notice provided by Tenant pursuant to this Paragraph 2 of this Exhibit “I” shall be valid unless Tenant contemporaneously provides an option exercise notice with respect to the corresponding option term for the [***] Datacenter Space pursuant to the [***] Lease. If Tenant delivers and Option Exercise Notice, Tenant shall be deemed to have irrevocably exercised the Extension Option, the Term of this Lease shall be extended by the Option Term on the terms set forth in this Paragraph 2 of this Exhibit “I” , and Landlord and Tenant shall execute an amendment reflecting Tenant’s exercise of the Extension Option and the extension of the Term. If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof (time being of the essence), then at the election of Landlord, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.

2.3. Conditions . Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of the Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers the Option Exercise Notice or on the date on which the Option Term is scheduled to commence there shall be an uncured Event of Default by Tenant under the Lease or if more than two (2) Events of Default shall have occurred during the twelve (12) month period prior to the date on which Tenant delivers the Option Exercise Notice. The rights granted to Tenant under this Paragraph 2 of this Exhibit “I” are personal to the Original Tenant.

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT “J”

PART I: LANDLORD’S INSTALLATIONS

Landlord, at its sole cost and expense, shall cause the following installations to be present in or with respect to the delivered portion of the Datacenter Space (collectively, the “ Landlord’s Installations ”):

All improvements and equipment required to cause such Datacenter Space to conform to the service level specifications in Part I of Exhibit “H” to the Lease.

All improvements required to cause the Support Space to completed pursuant to the terms of the Lease.

PART II: TENANT DATACENTER SPACE INSTALLATIONS

Subject to the terms of Section 4.1.5 of the Standard Lease Provisions, Tenant shall cause the following equipment and installations to be present in or with respect to the Datacenter Space (collectively, the “ Tenant Datacenter Space Installations ”), all of which must be approved in advance by Landlord in accordance with the terms of this Lease:

Power distribution, either via (a) Remote power panels (RPPs), electrical distribution to RPPs, whips and receptacles or (b) busway, electrical distribution to busway, breakers and drops to each rack.

Rack power strip/CDU or connection to power strip in rack and branch circuit monitoring.

Racks and rack installation/seismic anchorage.

Ladder racking/cable tray.

Cold aisle containment system.

Cages around Tenant’s IT racks and main distribution frames (MDFs) (if applicable).

Structured cabling and terminations.

Structural support system to hang electrical distribution and cable tray.

Any modifications to Landlord’s Installations that are required by Tenant to meet its unique requirements (subject to Landlord’s prior approval).

Vantage Confidential and Proprietary

EXHIBIT “K”

DATACENTER RULES AND REGULATIONS

Vantage Confidential and Proprietary

EXHIBIT “L”

ENVIRONMENTAL DISCLOSURES

1. Notice of Hazardous Materials . Landlord makes the following disclosures to Tenant pursuant to, and in accordance with, the Covenants (as defined below), the Hazardous Substances Account Act (California Health & Safety Code Section 25300 et seq., including without limitation Section 25359.7), the Connelly Act (California Health & Safety Code Section 25915 et seq.), and Proposition 65 (California Health & Safety Code Section 25249.5 et seq.). Tenant, by executing the Lease, specifically acknowledges and agrees that Landlord has made the disclosures contained in this Appendix to Tenant prior to the execution of this Lease. For purposes of this Exhibit “L” , the “ [***] Property ” means the Building (as defined in the Lease) and the land on which the Building is located.

Certain Hazardous Materials (defined below) were present in soil and groundwater at the [***] Property (“ Historical Impact ”). The [***] Property is currently listed on the National Priorities List, which is a database of sites identified by the United States Environmental Protection Agency (“ EPA ”) for priority remedial action, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act. Intel Corporation is the party required to address the Historical Impact under the oversight of EPA. Impacts to soil were addressed by excavation of contaminated soil, followed by disposal at an off-site facility. In addition, Intel Corporation implemented an EPA-approved remedial action plan that reduced Hazardous Materials concentrations in groundwater to levels below the applicable regulatory thresholds (Maximum Contaminant Levels), with the exception of trichloroethylene. Trichloroethylene concentrations remain slightly above its Maximum Contaminant Level, and Intel Corporation is addressing the residual TCE through monitored natural attenuation.

In order to determine whether health risks could be associated with the Historical Impact, Intel engaged an environmental consultant to implement a Sampling and Analyses Plan (“ SAP ”) to test indoor air conditions at the locations of the greatest Historical Impact. The SAP was approved by the EPA, and was designed to account for a conservative human health risk baseline by testing in conditions representative of a logical worst-case scenario. The results of the SAP showed no concentrations of Hazardous Materials in indoor air, with the exception of one detection of vinyl chloride and one detection of trichloroethylene, both of which were detected at concentrations well below their relevant regulatory thresholds. Intel Corporation’s environmental consultant recommended no further investigation of indoor air quality.

Tenant is aware that Intel Corporation or Landlord may continue to conduct certain remedial and monitoring activities at the [***] Property under governmental oversight, and that remedial equipment may need to be installed, operated and maintained at the [***] Property.

Structures at the [***] Property were constructed before 1979, and asbestos fibers have been detected in construction and other materials located at the [***] Property. In addition, although the results of a lead-based paint survey performed in 2008 showed no presence of lead-based paint at the [***] Property, in light of the pre-1979 construction date for structures at the [***] Property, it is possible that lead-based paint is present at the [***] Property. Significant health risks are associated with exposure to asbestos fibers and lead-based paint.

Evidence of water intrusion was observed within buildings at the [***] Property. Water intrusion is conducive to the growth of mold, and significant health risks are associated with exposure to mold. It is anticipated that the sources of water intrusion will be addressed as part of the renovations planned for the buildings at the [***] Property.

Environmental reports pertaining to the issues described above will be made available at Tenant’s request.

PROPOSITION 65 WARNING: The [***] Property contains chemicals known to the State of California to cause cancer and/or birth defects or other reproductive harm.

2. Existing Matters of Record . The Lease shall be subject and subordinate to: (a) that certain “ Covenant and Agreement To Restrict Use Of Property ” dated [***] and recorded in the Official Records of [***] on [***] as Instrument No. [***] (the “ [***] Covenants ”), and (b) that certain “Covenants and Environmental Restrictions on Property” dated [***] and recorded in the Official Records of [***] on [***] as Instrument No. [***] (the “ [***] Covenants ” and, together with the [***] Covenants, collectively, the “ Covenants ”), and Tenant shall not exercise its rights under this Lease in a manner that violates any terms thereof.

The following paragraph is hereby included in this Appendix and the Lease as required by the [***] Covenants:

Th i s g ra nt of i n teres t i n rea l p r op ert y (i.e. , t he L ease ) i s e xp ressl y m a de s ub jec t t o t he certai n Cov e n a nt a nd Ag ree m e nt To R estric t U s e Of P r op ert y" d ate d [***] a nd rec o r d e d on [***], i n t he O fficia l R ec o r ds of t he [***], a s I n str u m e nt No. [***], wh ic h Cov e n a nt a nd Ag ree m e nt i m po se s certai n c ov e n a n ts , c ond iti on s , a nd restricti ons on u sa ge of g r oundw ate r und erl y i ng t he rea l p r op ert y d escri b e d h erei n (i.e. , t he [***] P r op ert y ) . The p r ov isi ons of t he Cov e n a nt a nd Ag ree m e nt ar e i n c o r po rate d h erei n a nd m a de a p ar t h ere of a s i f se t f o rt h i n f u ll . The on l y p ers ons who h a ve t he ri ght t o e n f o rc e t he Cov e n a nt a nd Ag ree m e nt ar e t he [***].

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

The following paragraph is hereby included in this Appendix and the Lease as required by the [***] Covenants:

The la nd d escri b e d h erei n (i.e. , t he [***] P r op ert y) c on tai ns h azar dous m aterial s i n s o il s a nd i n t he g r ound w ate r und e r t he p r op ert y, a nd i s s ub jec t t o a Cov e n a n t s a nd Env ir onm e n ta l R estricti ons On P r op ert y d ate d a s of [***] a nd rec o r d e d on [***], i n t he O ffi c i al Reco r ds of [***] as Document No. [***], wh i ch Covenant and Env ir on m e n ta l R estricti on i m po se s certai n c ov e n a n ts , c ond iti ons a nd restricti ons on u sa ge of t he [***] P r op ert y d escri b e d h erei n. Th i s st a t ement i s not a dec l a r a ti on t hat a haza r d ex ists.

3. No Warranty By Landlord . Tenant acknowledges and agrees that Landlord’s notification to Tenant of the past and continued presence of Hazardous Materials on the [***] Property are given for disclosure purposes only and do not constitute a representation or warranty that the Hazardous Materials so disclosed are the only Hazardous Materials that may be present on the [***] Property; that the Covenants are the only obligations that may be imposed on the [***] Property with regard to the presence of Hazardous Materials on the [***] Property; or that the remedial activities are or will be sufficient to satisfy the environmental requirements with respect to Hazardous Materials on the [***] Property.

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT “M”

BOX SERVICE PROVIDER REQUIREMENTS

1. Purpose: The Service Provider Requirements (SPR) sets forth the minimum information security program and infrastructure policies that the Service Provider must meet and maintain in order to protect Box Confidential Information from unauthorized use, access, disclosure, theft, manipulation, reproduction and/or possible breach of security or data (“Security Breach”), for any period of time thereafter during which the Service Provider has possession of or access to Box Confidential Information. For purposes of these SPR, (a) “Service Provider” shall mean Landlord as defined in the Lease; (b) “Box” shall mean Tenant as defined in the Lease; and (c) “Confirmation Information” shall mean Personal Information as defined in the Lease.

2. Information Security Management System (ISMS): [***]

3. Standards: The Service Provider incorporates all reasonable and appropriate methods and safeguards to ensure the security, confidentiality, integrity, availability, and privacy of Confidential Information. The Service Provider will adhere to information security best practices with respect to the Confidential Information as identified in International Organization for Standardization 27001 (ISO/IEC 27001) or other applicable authoritative sources (e.g. SSAE16 SOC1, SOC2, PCI, HIPAA/HITECH, and EU/Swiss Safe Harbor) mutually agreed upon with Box.

4. Information Security Policies: [***]

5. Updates: The Information Security Management System (ISMS) with respect to the Confidential Information will be documented and kept current based on changes in applicable legal and regulatory requirements related to privacy and data security, best practices and industry standards.

6. [***]

7. Independent Assessments and Vulnerability Assessments: The Service Provider will conduct at its own cost and expense an independent assessment consisting of a Report on Controls at a Service Organization Relevant to Security, Availability, Processing, Integrity, Confidentiality and/or Privacy (“SOC2” Type II) or ISO 27001 Certification Report, at least annually by a reputable independent third party organization, on information applications and/or systems associated with accessing, processing, storage, communication and/or transmission of the Confidential Information (“Independent Assessment”). Additionally, with respect to the Confidential Information, Service Provider must undergo an annual network security assessment by an independent third party organization that specializes in providing this type of security assessment service.

8. Management Cooperation SOC 1 and SOC 2 report: With respect to the Confidential Information, Service Provider agrees to sign a Management Representation letter and Management Assertion letter in support of Box’s SOC 1 (SSAE 16) and SOC 2 (AT 101) in accordance with AICPA requirements.

9. Audit and Reporting: For systems or applications associated with the access, processing, storage, communication and/or transmission of Confidential Information, the Service Provider will generate audit logs for actual or attempted incidents of unauthorized use, access, disclosure, theft or manipulation of the Confidential Information or any Security Breach involving Confidential Information. Service Provider must generate audit logs with respect to the Confidential Information. The Service Provider must review the audit logs with respect to the Confidential Information in accordance with the Service Provider’s information security policies or at least monthly and must maintain adequate records of the review of such audit logs for purposes of audit or other applicable legal or regulatory requirements. Audit logs will be maintained in accordance with the Service Provider’s record retention obligations and must be provided to Box upon request in the event of a Security Breach of Confidential Information. In the event that Service Provider’s review of the audit logs applicable to Confidential Information reveals reasonable evidence of any unauthorized use, access, disclosure, theft, manipulation, reproduction and/or Security Breach, the Service Provider must promptly notify Box in accordance with the terms of the Lease.

10. Training: The Service Provider shall provide regular training to Service Provider personnel (employee, contractors, consultants, etc.) that have access to the Confidential Information on security and privacy requirements applicable to Service Provider. Such training shall occur at least annually and upon initial employment. The training provided shall included the following topics at a minimum: 1) proper data handling and processing procedures, 2) minimum security standards, 3) confidentiality and privacy practices, 4) limitations of data use and disclosure, 5) appropriate methods for disposal of data, 6) incident response and management procedures, and 7) the Service Provider’s disciplinary process and other repercussions of not following Service Provider policies and procedures.

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of protection for any Confidential Information transfer in and outside of the country of where Service Provider received or collected the Confidential Information. An adequate level of protection may include entering a data transfer agreement with Box, upon Box’s request of Service Provider, on the basis of model contract clauses adopted by the European Commission.

12. Access Limitations: Service Provider will restrict access to the Confidential Information only to those Service Provider Personnel who have a need to know or otherwise access the data to enable Service Provider to perform its obligations under the Lease, provided that (a) Supplier has conducted a background check on those Personnel, and (b) those Personnel are bound in writing by obligations of confidentiality sufficient to protect the Confidential Information in accordance with the terms of this Agreement and applicable laws. Upon Box’s written request, Service Provider will promptly identify in writing all Personnel it has allowed to access the Confidential Information as of the date of the request. Service Provider shall be responsible at all times for its Personnel’s compliance with Service Provider’s obligations under this Agreement.

13. Data Access Requests: Service Provider will not provide any Confidential Information obtained or collected to any parties, unless legally required, and Service Provider must provide notification to Box of the request within forty-eight (48) hours unless such notification is legally prohibited. Service Provider will forward to Box all other access requests with respect to the Confidential Information within forty-eight (48) hours to [***] of receipt. Any requests from third parties to Service Provider to delete, rectify, block, or otherwise update the Confidential Information are prohibited. Box acknowledges that Box is responsible for deleting, rectifying, blocking, or updating the Confidential Information in response to an access request from Box’s customers, partners, and personnel, as applicable.

14. Subprocessing: Service Provider agrees that any use of subcontractors with respect to the Confidential Information under the Lease is permitted provided that: (i) Service Provider provides Box with at least ninety (90) days prior notice of any such subcontracting, except to the extent otherwise set forth in the Lease or for services that may be subcontracted pursuant to the Lease; (ii) Service Provider flows down its obligations under this Section to protect the Confidential Information in full to any subcontractor it appoints, as applicable, such that the Confidential Information processing terms of the subcontract are no less onerous than the Confidential Information processing terms set out in this Section; and (iii) Service Provider will remain fully liable to Box for the acts, errors and omissions of any subcontractor it appoints to process the Confidential Information.

15. Data Breach. In the event of a suspected breach with respect to the Confidential Information, Service Provider will notify Box within 24 hours of discovery of the breach and Service Provider shall do all such acts and things as Service Provider considers necessary in order to remedy or mitigate the effects of the breach and will continuously update Box of developments relating to the breach. In the event that any Confidential Information is lost, damaged or destroyed as a consequence of a breach, Service Provider shall promptly restore such Confidential Information to the last available backup.

16. Data Retention. Service Provider will only retain the Confidential Information for as long as is necessary for the purposes for which it was collected and processed. Service Provider will only maintain the Confidential Information in accordance with this Agreement that is adequate, relevant, and not excessive for the providing the Service Provider’s services set forth in the Lease.

17. Compliance with Laws and Security Procedures: The Service Provider will comply with all applicable laws and the Service Provider’s written security procedures (including, without limitation, procedures relating to Box’s facilities and materials, the Confidential Information, and if applicable any Software) that are in effect during the term of the Lease for the security of the Confidential Information.

18. Permitted Uses and Disclosures of Confidential Information: The Service Provider will not use or disclose any Confidential Information contrary to the provisions of this Agreement and any use or disclosure of any Confidential Information is specifically and expressly limited to the use or disclosure that is necessary to perform the services pursuant to the Lease. In addition, unless authorized by Box, Service Provider will not use or permit others to use Confidential Information to offer products or services, or otherwise commercially exploit Confidential Information.

19. [***]

20. [***]

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Exhibit 10.3

Wholesale Datacenter Lease

Multi-Tenant Datacenter

VANTAGE DATA CENTERS [***]

WHOLESALE DATACENTER LEASE

Between

VANTAGE DATA CENTERS [***], LLC

as Landlord

and

BOX, INC.

as Tenant

Dated

July 27, 2016

Van t age Con fi d e n ti al and P r op ri e t a ry

[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

VANTAGE DATA CENTERS [***]

WHOLESALE DATACENTER LEASE

RECITALS

B. Tenant desires to lease (i) the Datacenter Space (defined in Item 5(a) of the Basic Lease Information, below), (ii) the Pathway (defined in Item 5(b) of the Basic Lease Information, below), and (iii) the Support Space (defined in Item 5(b) of the Basic Lease Information, below).

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, Landlord and Tenant agree as follows:

BASIC LEASE INFORMATION

1. Landlord :	VANTAGE DATA CENTERS [***], LLC, a Delaware limited liability company (“ Landlord ”)
2. Original Tenant :	Box, Inc., a Delaware corporation (the “ Original Tenant ”).
3. Tenant Addresses :	Tenant Address for Notices :	Tenant Address for Invoice of Rent :
	900 Jefferson Ave Redwood City, CA 94063 Contact Name: [*] Contact Email: [] Phone No: [**]	900 Jefferson Ave Redwood City, CA 94063 Contact Name: [*] Contact Email: [*] Phone No: N/A
4. Datacenter :	The datacenter suite within the Building that is depicted as “Data Module 2” on Exhibit “C-1” attached hereto (the “ Datacenter ”).
5. Premises :
(a) Datacenter Space :	Approximately [*] square feet of space in the Datacenter that is depicted as “[*]” on Exhibit “C-1” attached hereto (the “ Datacenter Space ”).
(b) Pathway :	The pathway (“ Pathway ”) shall consist of:
	(i) (A) one (1) four inch (4”) conduit from the Datacenter Space to [*]; (B) one (1) four inch (4”) conduit from the Datacenter Space to []; (C) one (1) four inch (4”) conduit from [] to []; (D) one (1) four inch (4”) conduit from [] to []; (E) one (1) four inch (4”) conduit from the [] to the [] Datacenter Space; and (F) one (1) four inch (4”) conduit from the [] to [*] Datacenter Space (collectively, the “ Conduit Pathway ”); and

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	(ii) 96 pairs of single mode fiber (installed at Landlord’s cost) between the Datacenter Space and the [***] Datacenter Space. Tenant shall be permitted to pull and/or install cables and/or fiber in the Conduit Pathway. Tenant is responsible for the costs and installations of all fiber and/or copper cabling within the Conduit Pathway and Landlord shall provide reasonable access to the Building’s facilities and Common Areas to allow Tenant to install such fiber and/or copper cabling within the Conduit Pathway. Tenant may be limited in the number of cables and/or fiber that may be pulled through the Conduit Pathway by applicable Laws and by the physical constructs of such Conduit Pathway.
	The Pathway set forth herein constitutes the same pathway as set forth in the [*] Lease (not additional conduit/fibers) and shall be used by Tenant in conjunction with both the Datacenter Space set forth in this Lease as well as the [] Datacenter Space set forth in the [**] Lease.
(c) Support Space :	Approximately 516 rentable square feet of office space within the Building with access to a Common Area lobby, break room, conference room and restrooms (the “ Office Space ”), and approximately 315 aggregate rentable square feet of dedicated storage/staging space within the Building (the “ Storage Space ”). The Office Space and the Storage Space shall be collectively known as the “ Support Space .” The location of the Support Space in the Building is depicted on Exhibit “C-2” attached hereto.
6. Meet Me Rooms; Demarc Rack Space; Meet Me Room Operators :
(a) Meet Me Rooms :	The “ Meet Me Rooms ” serve as the common interconnection areas for Campus tenants and consist of the following: (i) the meet me room located on the first floor of the Building designated as “ [*] ” in Exhibit “D-1” attached hereto; (ii) the meet me room located on the first floor of the Building designated as “ [] ” in Exhibit “D-1” attached hereto; (iii) the room located on the first floor of the [] designated as “ [] ” in Exhibit “D-2” attached hereto; and (iv) the room located on the first floor of the [] designated as “ [*] ” in Exhibit “D-2” attached hereto.
(b) Demarc Rack Space :	Tenant shall have the right to use one-half (1/2) of one four-post cabinet (the “ Demarc Rack Space ”) in each of the [*] and [] as designated by Landlord. The Demarc Rack Space set forth herein constitutes the same space as set forth in the [] Lease (not additional space) and shall be used by Tenant in conjunction with both the Datacenter Space set forth in this Lease as well as the [] Datacenter Space set forth in the [**] Lease. The Demarc Rack Space provided in each Meet Me Room shall be contiguous and lockable or otherwise securable by Tenant.
(c) Meet Me Room Operators :	[***] and Vantage Data Centers Management Company, LLC.
7. Term :
(a) Commencement Date :	The “ Commencement Date ” means (and shall occur on) the date on which all of the Commencement Date Conditions are satisfied. The Commencement Date is currently targeted to occur between September 9, 2016 and September 16, 2016 (the “ Target Commencement Date ”).
(b) Initial Term :	Approximately sixty (60) months, commencing on the Commencement Date and expiring on the last day of the calendar month in which the date that is sixty (60) months after the Commencement Date occurs (the “ Initial Term ”).

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(c) Early Occupancy Period :	Subject to all of the terms and conditions of Section 3.1.2 of the Standard Lease Provisions, Tenant shall have the right to enter the Datacenter Space for the purpose of installing and testing its Equipment and other Tenant’s Personal Property therein during the period commencing on the Early Occupancy Date and ending on the day before the Commencement Date. The “ Early Occupancy Date ” means (and shall occur on) the date Landlord notifies Tenant in writing that Landlord has advanced the Commencement Date Conditions sufficiently to allow Tenant to engage in the installation and testing of Equipment and other Tenant’s Personal Property in the Datacenter Space and makes the Datacenter Space available to Tenant for such purposes.
(d) Options to Extend the Term :	Two (2) Extension Options (defined in Exhibit “I” ), each to extend the Term for an Option Term (defined in Exhibit “I” ) of sixty (60) months pursuant to Exhibit “I” .
8. Rent :

(a) Base Rent ¹ :	Months of Initial Term	Total Base Rent CLP (kW)	Monthly Base Rental Rate ($/kW/mo)	Total Monthly Base Rent ($/mo)	Base Rent for Improvement Allowance ($/mo) *	Total Monthly Base Rent with Improvement Allowance ($/mo)
	Months 1 – 3	[***]	[***]	[***]	[***]	[***]
	Months 4 – 6	[***]	[***]	[***]	[***]	[***]
	Months 7 – 12	[***]	[***]	[***]	[***]	[***]
	Months 13 – 24	[***]	[***]	[***]	[***]	[***]
	Months 25 – 36	[***]	[***]	[***]	[***]	[***]
	Months 37 – 48	[***]	[***]	[***]	[***]	[***]
	Months 49 – 60	[***]	[***]	[***]	[***]	[***]

* Base Rate for the Improvement Allowance as set forth in the fifth column of the table above shall be adjusted in accordance with Section 9.3.2 below based on the utilized portion of the Improvement Allowance attributable to the Datacenter Space.

For purposes of this Item 8(a) , the first consecutive one (1) month period shall elapse after: (a) the Commencement Date for the Datacenter Space if such Commencement Date occurs on the first day of a month; or (b) the first day of the month following the Commencement Date for the Datacenter Space if such Commencement Date does not occur on the first day of a month. Base Rent shall be prorated for any partial calendar months at the beginning of the Term.

(b) Cross Connections :

No recurring charges shall be payable to Landlord for up to four (4) Cross Connections (in the aggregate with respect to the Datacenter Space and the [***] Datacenter Space) made by Tenant in the Meet Me Rooms; however, with respect to additional Cross Connections, Tenant shall be charged the then-current amounts per Cross Connection by the Meet Me Room Operator (currently, a monthly recurring charge (MRC) of $350 and a nonrecurring charge (NRC) of $150, subject to adjustment from time to time). Landlord shall not charge an MRC or NRC with respect to Cross Connections terminating outside of the Meet Me Rooms, provided that (i) such Cross Connections are one to one (not one to many) and are not resold by Tenant and (ii) Tenant is responsible to negotiate directly with carriers with respect to such Cross Connections. Tenant is responsible for all costs to install and maintain Cross Connections, whether inside or outside of the Meet Me Rooms.

Note to Draft: As opposed to the [***] Lease (which commences upon the Commencement Date for this Lease), this Lease does not require the paragraph in Item 8(a) clarifying that delays in the Commencement Date will result in delays in the payment of Base Rent, since this Lease will not commencement and Base Rent will not be payable until all Commencement Date Conditions are satisfied.

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(c) Prepaid Rent :	$[***] due and payable upon Tenant’s execution of this Lease, consisting of the first (1st) month’s Base Rent (exclusive of Base Rent attributable to the Improvement Allowance) (the “ Prepaid Rent Amount ”).
9. Installation Fee :	None.
10. Security Deposit :	$[***] (the “ Security Deposit ”).
11. Electricity Provided :
(a) Electricity to be Provided to PDUs :	A total of [***], available per the Base Rent CLP ramp schedule set forth in Item 8(a) , above.
(b) UPS Power :	UPS breakered amp usage included in the Base Rent for Datacenter Space: As provided in Part I of Exhibit “H” .
12. Cooling Load Factor :	Tenant’s Cooling Load Factor shall be as follows: (a) thirty percent (30%) if Tenant is utilizing at least forty percent (40%) of the total Critical Load Power available to the Datacenter Space (i.e., [***]) and (b) forty percent (40%) if Tenant (i) is utilizing less than forty percent (40%) of the total Critical Load Power available to the Datacenter Space or (ii) does not install and maintain in good working order throughout the Term (A) a cold aisle containment system with respect to the Datacenter Space and (B) blanking plates in any unpopulated racks in the Datacenter Space in order to minimize leakage of the cold aisle containment system.
13. Brokers :
(a) Landlord’s Broker :	None.
(b) Tenant’s Broker :	CBRE, Inc.

This Lease shall consist of the foregoing Basic Lease Information, and the provisions of the Standard Lease Provisions (consisting of Sections 1 through 17 which follow) and Exhibits “A” through “L” , inclusive, all of which are incorporated herein by this reference as of the Effective Date. In the event of any conflict between the provisions of the Basic Lease Information and the provisions of the Standard Lease Provisions, the Standard Lease Provisions shall control. Any initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Standard Lease Provisions.

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STANDARD LEASE PROVISIONS

1. DEFINITIONS.

1.1. “ Actual Electrical Costs ” means the cost per kilowatt hour and cost per kilowatt demand, adjusted by applicable rate adjustments, to Landlord for the purchase of electricity from the public utility or other electricity provider furnishing electrical service to the Campus from time to time and the cost of delivery (including efficiency losses, if applicable) of such electricity to the Datacenter Space, including sales and other taxes or other impositions imposed by any Governmental Authority on Landlord’s purchase of electricity.

1.2. “ Additional Rent ” means all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such.

1.3. “ Affiliate ” means, with respect to any designated Person, any Person that is directly or indirectly Controlled by, under common Control with or that Controls such designated Person.

1.4. “ Alterations ” means any alterations, additions, improvements or replacements to the Premises, the Datacenter, or any other portion of the Building or Project completed by or on behalf of Tenant, including, without limitation, the Tenant Datacenter Space Installations.

1.5. “ Back Up Power ” is defined in Section 8.1.2 of the Standard Lease Provisions.

1.6. “ Base Rent ” is defined in Section 4.1.1 of the Standard Lease Provisions.

1.7. “ Base Rent CLP ” means (a) during month 1 through month 3 of the Initial Term, [***], (b) during month 4 through month 6 of the Initial Term, [***] and (c) during month 7 through the remainder of the Term, [***].

1.8. “ Base Year ” means (a) with respect to Property Taxes, the twelve (12) month period beginning on July 1, 2016 and ending on June 30, 2017 and (b) with respect to Insurance, the twelve (12) month period beginning on April 14, 2016 and ending on April 13, 2017.

1.9. “ Building ” is defined in Exhibit “A” attached hereto.

1.10. “ Building Common Areas ” means those areas within the Building that are provided for the common use of all Building tenants, occupants and invitees, such as, without limitation, accessways, lobbies, common conference and break rooms, corridors, fire vestibules, elevators (if any), foyers, restrooms, janitor’s closets, and other similar facilities. For the avoidance of doubt, it is understood that the Meet Me Rooms are not Building Common Areas, provided that Landlord shall provide Tenant with access to the Meet Me Rooms in accordance with Section 2.3.2 of the Standard Lease Provisions.

1.11. “ Building Systems ” means, collectively, the Campus’s and the Project’s primary systems and equipment, including, without limitation, all fire/life safety, roof, walls, electrical, HVAC, plumbing or sprinkler, access control (including, without limitation, Landlord’s Access Control Systems), mechanical, telecommunications and elevator systems and equipment. For the avoidance of doubt, the electrical Building Systems end at the PDUs serving the Datacenter Space and do not include electrical systems and infrastructure serving the Datacenter Space “downstream” of the output circuit breakers for the PDUs serving the Datacenter Space (including, without limitation, all RPPs, power distribution whips, receptacles and other installations).

1.12. “ Brokers ” means the Persons, if any, identified in Items 13(a) and 13(b) of the Basic Lease Information.

1.13. “ Campus ” means that certain data center campus commonly known as Vantage Data Centers [***] which currently includes the Building and the other building improvements commonly known as and located at [***] and the land on which such buildings are located and all other improvements located on such land.

1.14. “ Campus Common Areas ” means those areas of the Campus that are provided for the common use of all Campus tenants, occupants and invitees, such as, without limitation, driveways, parking areas, plazas and sidewalk areas.

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1.15. “ Casualty ” is defined in Section 10.1.1 of the Standard Lease Provisions.

1.16. “ Casualty Damage ” is defined in Section 10.1.1 of the Standard Lease Provisions

1.17. “ Claims ” means, collectively, claims, actions, suits, proceedings, losses, damages, obligations, liabilities, penalties, fines, costs and expenses, excluding attorneys’ fees, legal costs, and other costs and expenses of defending against any claims, actions, suits, or proceedings, except as otherwise set forth in Section 17.11 .

1.18. “ Commencement Date ” is defined in Item 7(a) of the Basic Lease Information.

1.19. “ Commencement Date Conditions ” mean, and shall be satisfied upon Landlord’s tender to Tenant of delivery of possession of the Datacenter Space and the Pathway with all of the Landlord’s Installations and the Tenant Datacenter Space Installations (to the extent set forth in the Tenant Datacenter Space Installation Plan Documents) Substantially Completed. When the Commencement Date Conditions are Substantially Completed, the Commencement Date shall be memorialized via a written commencement date memorandum delivered by Landlord to Tenant.

1.20. “ Common Areas ” means the Building Common Areas and the Campus Common Areas.

1.21. “ Conflicting Use ” means any use of the Premises in any manner (or the taking or allowing of any act in or about the Premises) that: (a) violates or conflicts with any Laws; (b) causes or is reasonably likely to cause damage to the Campus, the Project, the Building, the Premises or the Building and/or the Building Systems; (c) shall invalidate or otherwise violate a requirement or condition of any fire, extended coverage or any other insurance policy covering the Campus, the Project, the Building, the Datacenter, and/or the Premises, or the property located therein; (d) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants or occupants of the Campus, the Datacenter, the Building or the Project, or any equipment, facilities or systems of any such tenants or occupants; (e) interferes with, or is reasonably likely to interfere with, the transmission or reception of microwave, television, radio, telephone, or other communication signals by antennae or other facilities located at the Campus or the Project; (f) amounts to (or results in) the commission of waste in the Campus, the Premises, the Datacenter, the Building or the Project; or (g) violates any of the rules and regulations from time to time promulgated by Landlord in writing to Tenant and applicable to the Campus, the Premises, the Datacenter, the Building or the Project (including, without limitation, the Datacenter Rules and Regulations).

1.22. “ Control ” or “ Controlling ” means possession of the direct or indirect power to direct or cause the direction of the management and policies of a Person.

1.23. “ Critical Load Power ” means the total electrical power supplied to the PDUs serving the Datacenter Space that is available for utilization by Tenant in the Datacenter Space (as measured at the supply side of the dedicated PDU systems serving the Datacenter Space and at the output feeder breakers of the shared PDU systems serving the Datacenter Space) for the purpose of delivering critical electrical power to Tenant’s Equipment and other Tenant’s Personal Property in the Datacenter Space.

1.24. “ Cross Connections ” means interconnections in a Meet Me Room between Tenant’s Demarc Rack Space and any telecommunications carriers present in such Meet Me Room.

1.25. “ Damage Notice ” is defined in Section 10.1.1 of the Standard Lease Provisions.

1.26. “ Datacenter ” is defined in Item 4 of the Basic Lease Information.

1.27. “ Datacenter Power Payment ” means, each month, an amount equal to the Actual Electrical Costs to deliver all electrical energy during such month as Critical Load Power to the Datacenter Space (as measured by the Electrical Metering Equipment).

1.28. “ Datacenter Rules and Regulations ” means Landlord’s rules and regulations for the Datacenter, as such reasonable rules and regulations may be reasonably amended, modified or supplemented from time to time in Landlord’s sole and absolute discretion. The current version of the Datacenter Rules and Regulations are included as Exhibit “K” .

1.29. “ Datacenter Space ” is defined in Item 5(a) of the Basic Lease Information.

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1.30. “Default Rate ” means an annual rate of interest equal to the lesser of (a) fifteen percent (15%) per annum and (b) the maximum contract rate permitted to be charged under applicable Law.

1.31. “ Demarc Rack Space ” is defined in Item 6(b) of the Basic Lease Information.

1.32. “ Early Occupancy Date ” (if any) is defined in Item 7(c) of the Basic Lease Information.

1.33. “ Early Occupancy Period ” means the period (if any) specified in Item 7(c) of the Basic Lease Information, during which Tenant can occupy and use the Premises prior to the Commencement Date in accordance with the terms and conditions of Section 3.1.2 of the Standard Lease Provisions.

1.34. “ Effective Date ” is defined in the preamblular paragraph to this Lease.

1.35. “ Electrical Metering Equipment ” means revenue-grade electrical metering device (or electrical metering devices) for monitoring the electricity delivered as Critical Load Power to the Datacenter Space that is compatible with Landlord’s energy management system. For the avoidance of doubt, it is understood that the Electrical Metering Equipment measures electrical power delivered to the supply side of the PDU systems serving the Datacenter Space.

1.36. “ Electrical Power Threshold ” means number of kilowatts for the Datacenter Space specified in Paragraph 1 of Exhibit “H” .

1.37. “ Encumbrances ” means liens, claims, stop notices and violation notices, including, without limitation, any of the same relating to any of the Tenant’s Personal Property, the Alterations or any other work performed for, materials furnished to or obligations incurred by Tenant.

1.38. “ Environmental Laws ” means and includes all now and hereafter existing Laws regulating, relating to, or imposing liability or standards of conduct concerning public health and safety or the environment.

1.39. “ Equipment ” means only computer, switch and/or communications equipment.

1.40. “ Estimated Restoration Period ” is defined in Section 10.1.1 of the Standard Lease Provisions.

1.41. “ Extension Option ” is defined in Exhibit “I” attached hereto.

1.42. “ Force Majeure ” is defined in Section 17.7 of the Standard Lease Provisions.

1.43. “ GAAP ” means generally accepted accounting principles, consistently applied.

1.44. “ Governmental Authority ” means any of the United States of America, the state, county and/or city in which the Campus or the Project is located (and/or any political subdivision of such state, county or city), any agency, department, commission, board, bureau or instrumentality of any of the foregoing, and any quasi-municipal corporation or similar entity that now exists or is hereafter created, having jurisdiction over the Campus or the Project or any portion thereof or the vaults, curbs, sidewalks, streets and areas adjacent thereto.

1.45. “ Handle ,” “ Handled ,” or “ Handling ” means any installation, handling, generation, storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity of any type in connection with or involving Hazardous Materials.

1.46. “ Hazardous Materials ” means and includes: (a) any material or substance: (i) which is defined or becomes defined as a “hazardous substance,” “hazardous waste,” “infectious waste,” “chemical mixture or substance,” or “air pollutant” under Environmental Laws; (ii) containing petroleum, crude oil or any fraction thereof, excluding plastics and items commonly found in data centers not otherwise covered in this Section 1.47 ; (iii) containing polychlorinated biphenyls (PCB’s), excluding plastics and items commonly found in data centers not otherwise covered in this Section 1.47 ; (iv) asbestos, asbestos-containing materials or presumed asbestos-containing materials (collectively, “ ACM ”); (v) which is radioactive; (vi) which is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or corrosive characteristics and that present a risk to public health and safety or the environment.

1.47. “ Holder ” means the holder of any Security Instruments.

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1.48. “ Holdover Base Rental Rate ” means a monthly base rental rate equal to 150% of the Base Rent payable by Tenant to Landlord during the last month of the Term of this Lease.

1.49. “ HVAC ” means heating ventilation and air conditioning.

1.50. “ Improvement Allowance ” is defined in Section 9.3.2 of the Standard Lease Provisions.

1.51. “ Initial Alterations ” is defined in Section 9.3.2.4 of the Standard Lease Provisions.

1.52. “ Initial Term ” means the period specified in Item 7(b) of the Basic Lease Information.

1.53. “ Installation Fee ” means the amount, if any, specified in Item 9 of the Basic Lease Information.

1.54. “ Institutional Owner Practices ” means practices that are consistent with the practices of the majority of the institutional owners of institutional grade, first-class data center or telecommunications projects in the United States of America.

1.55. “ Land ” is defined in Exhibit “A” attached hereto.

1.56. “ Landlord ” is defined in Item 1 of the Basic Lease Information.

1.57. “ Landlord Confidential Information ” means: (a) the terms and provisions of this Lease and of any term sheet, letter of intent or discussions on which this Lease is based and the content of any discussions between Landlord and Tenant regarding the same and (b) the Actual Electrical Costs charged hereunder, and (c) any other information that is disclosed by Landlord that: (i) is marked as confidential, proprietary, or with a similar legend or (ii) that the party receiving the information otherwise should reasonably know to be confidential based upon its content.

1.58. “ Landlord Default ” is defined in Section 16.1 of the Standard Lease Provisions.

1.59. “ Landlord Parties ” means, collectively: Landlord; [***]; and their respective Affiliates and Successors and assigns, and all of their respective directors, officers, shareholders, members, employees, agents, constituent partners, affiliates, beneficiaries, trustees and representatives.

1.60. “ Landlord Party ” means any of the Landlord Parties.

1.61. “ Landlord’s Access Control Systems ” means five (5) layers of security built into the Campus which include (a) perimeter fencing and gates; (b) CCTV (PTZ or fixed); (c) on site Security Operations Center with operation of a check-in desk at the Campus’ main entrance by security officers twenty-four (24) hours per day, seven (7) days per week; (d) visitor management system; (e) installation of an electronic “key card” system to control access to the Datacenter Space, including bioscript access (card/biometric) readers; and (f) installation of a video surveillance system in the Datacenter with a 90 day archiving standard across 90+ cameras for the Campus.

1.62. “ Landlord’s Installations ” means all of the items and installations described in Part I of Exhibit “J” attached hereto.

1.63. “ Landlord’s Knowledge ” means the actual knowledge of Landlord’s Chief Executive Officer as of the Effective Date, with no duty of inquiry or investigation.

1.64. “ Landlord’s Lease Undertakings ” means each and all of the representations, warranties, covenants, undertakings, and agreements contained in the Lease Documents that is or are to be provided or performed by Landlord.

1.65. “ Late Charge ” is defined in Section 4.3 of the Standard Lease Provisions.

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1.66. “ Late Charge Delinquency ” means any failure of Landlord to receive any payment of Rent on or before the date that is six (6) days after the date on which such payment of Rent is due.

1.67. “ Laws ” means, collectively, statutes, laws, ordinances, building codes, rules, regulations, orders and directives of any Governmental Authority having jurisdiction (including, without limitation, any certificate of occupancy), and all covenants, conditions and restrictions applicable to the Campus or the Project.

1.68. “ Lease ” is defined in the preamblular paragraph to this Lease.

1.69. “ Lease Documents ” means this Lease together with any and all exhibits, riders, amendments, or addenda to this Lease.

1.70. “ Legal Notices ” means any notices sent or otherwise transmitted by or on behalf of Landlord to Tenant in connection with any legal proceedings with respect to possession of the Premises instituted by Landlord in connection with this Lease (including, without limitation, service of process in connection with any unlawful detainer action).

1.71. “ Meet Me Room ” is defined in Item 6(a) of the Basic Lease Information.

1.72. “ Meet Me Room Operators ” means the Persons identified in Item 6(c) of the Basic Lease Information or any other Person appointed by Landlord as a Meet Me Room Operator.

1.73. “ MMR Services ” means the services typically provided by companies in the business of providing carrier-neutral interconnections, such as the Telx, Coresite and Telehouse, including, without limitation, furnishing of space, racks and pathway to parties for the purpose of such party’s placement and maintenance of computer, switch and/or communications equipment and connections with the communications cable and facilities of other parties in the Building.

1.74. “ Notified Party ” means each Holder (defined above) of which Tenant has received written notice.

1.75. “ Original Tenant ” is defined in Item 2 of the Basic Lease Information.

1.76. “ Pathway ” means those certain conduit(s), partial conduit(s) and/or dark fiber(s) or copper described in the Item 5(b) of the Basic Lease Information.

1.77. “ Permitted Alterations ” means only usual and customary installations, repairs, maintenance, and removals of equipment and telecommunication cables within the Premises if and to the extent that such installations, repairs, maintenance, and removals: (a) are usual and customary within the industry, (b) are of a type and extent which are customarily permitted to be made without consent by landlords acting consistently with Institutional Owner Practices leasing similar space for similar uses to similar tenants, (c) are in compliance with applicable Laws and the Datacenter Rules and Regulations, and (d) shall not affect the Building’s structure, the provision of services to other Building tenants, or any Building Systems (including, without limitation, the Building’s (and the Datacenter’s) electrical, plumbing, HVAC, life safety or mechanical systems).

1.78. “ Permitted Transfer ” means (a) an assignment of this Lease to a Successor of Tenant or (b) a sublease of all or part of the Premises to an Affiliate of Tenant, in either case, on the condition that (i) the Permitted Transferee is of a character consistent with Landlord’s first class standard for tenants of the Project, (ii) the Permitted Transferee assumes in writing all of Tenant’s rights and obligations hereunder, (iii) the assignment or sublease is taken for a bona fide business purpose and not principally or exclusively as a means to evade any of the requirements of this Lease (including, but not limited to, the consent requirements under Article 11 of the Standard Lease Provisions), and (iv) the Tangible Net Worth of the Permitted Transferee after the date of assignment or sublease would not be less than the Tangible Net Worth of Tenant as of the date immediately prior to the date of such assignment or sublease.

1.79. “ Permitted Transferee ” means the Person to which a Permitted Transfer is made.

1.80. “ Permitted Use ” means only the placement and maintenance of Equipment and connections (in accordance with Section 2.3 of the Standard Lease Provisions) with the communications cable and facilities of other tenants in the Datacenter or the Building, in each case, consistent with a first-class mission critical data center; provided that, with respect to any portion of the Premises designated as “office space” the Permitted Use shall mean only general office use, and/or to any portion of the Premises designated as “storage space” the Permitted Use shall mean only storage of dry goods.

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1.81. “ Person ” means an individual, general or limited partnership, limited liability partnership or company, corporation, trust, estate, real estate investment trust association or any other entity.

1.82. “ Personal Information ” is defined in Section 17.17 of the Standard Lease Provisions.

1.83. “ Power Payment ” means, each month, an amount equal to the sum of: (a) the Datacenter Power Payment and (b) the Uplift Power Payment.

1.84. “ Premises ” means the Datacenter Space together with the Pathway and Support Space.

1.85. “ Premises Restoration ” is defined in Section 10.1.1 of the Standard Lease Provisions.

1.86. “ Prepaid Rent Amount ” means the amount, if any, specified in Item 8(c) of the Basic Lease Information.

1.87. “ Project ” is defined in Recital A to this Lease.

1.88. “ Reference Rate ” means the “prime rate” or “reference rate” announced from time to time by Bank of America, N.T. & S.A. (or such reasonable comparable national banking institution as is selected by Landlord in the event Bank of America, N.T. & S.A. ceases to publish a prime rate or reference rate).

1.89. “ Rent ” is defined in Section 4.2 of the Standard Lease Provisions.

1.90. “ Restoration ” is defined in Section 10.1.2 of the Standard Lease Provisions.

1.91. “ Restoration Notice ” is defined in Section 10.1.1 of the Standard Lease Provisions.

1.92. “ Review Expenses ” means all review and processing fees, and costs, as well as any reasonable professional, attorneys’, accountants’, engineers’ or other consultants’ fees incurred by Landlord (including reasonable documentation of such fees and costs) relating to any request by Tenant for Landlord’s consent, including, but not limited to, any request for consent to a proposed Transfer.

1.93. “ Security Deposit ” is defined in Item 10 of the Basic Lease Information.

1.94. “ Security Instruments ”, means, collectively: (a) all present and future ground leases and master leases of all or any part of the Campus, the Project, the Building or the Datacenter; (b) present and future mortgages and deeds of trust encumbering all or any part of the Campus, the Project, the Building or the Datacenter; (c) all past and future advances made under any such mortgages or deeds of trust; and (d) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust, which now or hereafter constitute a lien upon or affect the Campus, the Project, the Building or the Datacenter.

1.95. “ Shared Electrical and Mechanical Equipment ” means equipment that is located in or outside of the Datacenter that services portions of the Datacenter and/or the Building in addition to (and other than) the Datacenter Space and for which Landlord reasonably determines that it is not commercially practical to directly meter the consumption of electricity solely attributable to Tenant and the Premises.

1.96. “ State ” means the state in which the Project is located.

1.97. “ Substantially Completed ” means that all of the applicable Landlord’s Installations have been completed in accordance with the requirements set forth in Part I of Exhibit “J” and all of the applicable Tenant Datacenter Space Installations have been completed in accordance with the Tenant Datacenter Space Installation Plan Documents, in each case excepting minor punch list items that constitute the details of construction, decoration or mechanical adjustment, the lack of completion of which shall not materially interfere with or delay Tenant’s Permitted Use of the Premises. Notwithstanding the foregoing, if any Tenant Delay Days occur, the Landlord’s Installations and the Tenant Datacenter Space Installations shall be deemed Substantially Completed on the date that such Landlord’s Installations and Tenant Datacenter Space Installations would have been Substantially Complete but for the occurrence of such Tenant Delay Days.

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1.98. “ Successor ” means, with respect to any Person: (a) an entity which is the result of a conversion of such Person from one form of entity to a different form of entity recognized by, and qualified to do business in, the State (such as, by way of example only, a conversion from a corporation to a limited liability company), (b) any successor corporation or other entity resulting from a merger, consolidation, acquisition or other action with respect to such Person, or (c) another Person that purchases all or substantially all of the assets of such Person or of the parent company of such Person.

1.99. “ Support Space ” is defined in Item 5(c) of the Basic Lease Information.

1.100. “ Taking ” is defined in Section 10.2 of the Standard Lease Provisions.

1.101. “ Taking Date ” is defined in Section 10.2 of the Standard Lease Provisions.

1.102. “ Tangible Net Worth ” means the excess of total assets over total liabilities (in each case, determined in accordance with GAAP) excluding from the determination of total assets all assets which would be classified as intangible assets under GAAP, including, without limitation, goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises.

1.103. “ Target Commencement Date ” is defined in Item 7(a) of the Basic Lease Information.

1.104. “ Tenant Competitors ” means the following five (5) entities: Dropbox, Hightail, Egnyte, Watch Stocks and Accellion.

1.105. “ Tenant ” means Original Tenant, and any person or entity to whom or to which all of Original Tenant’s interest in this Lease is assigned (or otherwise transferred) in accordance with the provisions of Article 11 of the Standard Lease Provisions.

1.106. “ Tenant Datacenter Space Installation Plan Documents ” is defined in Section 4.1.5.1 of the Standard Lease Provisions.

1.107. “ Tenant Datacenter Space Installations ” is defined in Part II of Exhibit “J” attached hereto.

1.108. “ Tenant Delay Day ” means any day of delay due to (a) Tenant’s request for changes or additions to the Tenant Datacenter Space Installations after the Effective Date, (b) Tenant’s failure to approve or disapprove within three (3) Business Days any action item requiring Tenant’s approval or disapproval (unless a greater period of time is provided for under the terms of this Lease or the Tenant Datacenter Space Installation Plan Documents), (c) Tenant’s failure to pay any invoiced expenses associated with the Tenant Datacenter Space Installations by the applicable due date or (d) any material interference by Tenant with the construction and installation of the Landlord’s Installations and/or the Tenant Datacenter Space Installations.

1.109. “ Tenant Installation Costs ” is defined in Section 4.1.5.4 of the Standard Lease Provisions.

1.110. “ Tenant Parties ” means collectively, Tenant, its Transferees and any other Person claiming by, through or under Tenant, and their respective contractors, clients, customers, uses, officers, directors, employees, representatives, licensees, agents, and invitees.

1.111. “ Tenant Party ” means any of the Tenant Parties.

1.112. “ Tenant’s Confidential Information ” means: (a) the contents of any documents disclosed to Landlord under Section 12.3 of the Standard Lease Provisions, (b) the fact that Landlord and Tenant have entered into this Lease and (c) any other information that is disclosed by Tenant that: (i) is marked as confidential, proprietary, or with a similar legend or (ii) that the party receiving the information otherwise should reasonably know to be confidential based upon its content.

1.113. “ Tenant’s Percentage Share ” means, with respect to Property Taxes and Insurance, 5.6% (provided that if the area of the Datacenter Space or the area of all of the data center space in the Project changes, Landlord may recalculate Tenant’s Percentage Share with respect to Property Taxes and Insurance, in which case Tenant’s Percentage Share with respect to Property Taxes and Insurance shall be recalculated by dividing the number of square feet of rentable area in the Datacenter Space by the number of square feet of data center space in the Project, and expressing such quotient in the form of a percentage). Landlord and Tenant acknowledge that Tenant’s Percentage Share is a “deemed” share, which has been calculated by taking into consideration the rentable square feet of all space that is included collectively in and/or serving the Datacenter Space.

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1.114. “ Tenant’s Personal Property ” means, collectively, all Equipment, cable, wiring, connecting lines, and other installations or property installed or placed by or for on behalf of Tenant anywhere in the Building, the Datacenter, and/or the Premises (including, but not limited to the Tenant’s Security System, if any).

1.115. “ Tenant’s Security System ” is defined in Section 9.3.2 of the Standard Lease Provisions.

1.116. “ Term ” means the Initial Term, as such Initial Term may be extended by exercise of any right of Tenant hereunder to extend the term of this Lease (as provided in Item 7(d) of the Basic Lease Information), or otherwise upon the written agreement of Landlord and Tenant.

1.117. “ Transfer ” means and includes any of the following: (a) a sublease all or any part of the Premises, (b) an assignment of the Lease, (c) entering into any other agreement (i) that permits a third party (other than Tenant’s employees and occasional guests) to occupy or use any portion of the Premises or (ii) otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers or permits a lien to attach to Tenant’s interest under this Lease or (d) a direct or indirect transfer, assignment, pledge, or hypothecation of a Controlling interest in Tenant.

1.118. “ Transfer Request ” means a written request for Landlord’s consent to a Proposed Transfer, which includes a statement containing: (a) the name and address of the proposed Transferee; (b) current, certified financial statements of the proposed Transferee, and any other information and materials (including, without limitation, credit reports, business plans, operating history, bank and character references) required by Landlord to assist Landlord in reviewing the financial responsibility, character, and reputation of the proposed Transferee; and (c) all of the principal terms of the proposed Transfer;.

1.119. “ Transferee ” means any Person to whom a Transfer is made or sought to be made.

1.120. “ Uplift Power Payment ” means the product of: (a) the Cooling Load Factor specified in Item 12 of the Basic Lease Information (expressed as a decimal amount) and (b) the Datacenter Power Payment; provided that if Landlord determines that Actual Electrical Costs incurred in connection with operation of the Shared Electrical and Mechanical Equipment can be metered and allocated on a prorated/actual basis (based on actual use of Critical Load Power), or if Tenant does not implement and at all times maintain during the Term a commercially reasonable cold aisle containment system for the entire Datacenter Space, Landlord may elect to calculate the Uplift Power Payment as Tenant’s share (based on Tenant’s actual use of Critical Load Power) of the Actual Electrical Costs incurred in connection with operation of the Shared Electrical and Mechanical Equipment. Landlord and Tenant acknowledge that the Uplift Power Payment is intended to reimburse Landlord for electricity used by Shared Electrical and Mechanical Equipment.

1.121. “ [***] Datacenter Space ” means [***] of datacenter space in the [***], which is leased by Tenant pursuant to the [***] Lease.

1.122. “ [***] Lease ” means that certain Wholesale Datacenter Lease of even date herewith by and between Vantage Data Centers [***], LLC and Tenant with respect to the lease of the [***] Datacenter Space.

Terms in initial capitals that are not defined in Article 1 shall have the meanings given to them elsewhere in this Lease.

2. LEASE OF PREMISES.

2.1. Lease of Premises; Quiet Enjoyment; Access . In consideration of the covenants and agreements to be performed by Tenant, and upon and subject to the terms and conditions of this Lease, Landlord leases the Premises to Tenant for the Term and Tenant Leases the Premises from Landlord for the Term. Subject to all of the terms and conditions of this Lease, Tenant shall quietly have, hold and enjoy the Premises without hindrance from Landlord or any person or entity claiming by, through or under Landlord. Subject to the terms and conditions of this Lease (including, without limitation, the Datacenter Rules and Regulations) and Landlord’s Access Control Systems and other access control protocols, Tenant shall have access to the Datacenter Space and the Premises twenty-four (24) hours per day, seven (7) days per week. Tenant acknowledges and agrees that it understands that all persons in the Datacenter and other portions of the Building and the activities of all such persons are and shall be subject to surveillance by video camera and/or otherwise by Landlord’s agents and employees.

2.2. Condition of Premises . Tenant acknowledges and agrees that: (a) Tenant has inspected the Building, the Datacenter and the Premises and accepts them in their “AS IS, WHERE IS” condition, (b) that neither Landlord nor any of its agents have made any representations or warranties (express or implied) with respect to the condition of the Campus, the Project, the Building, the Datacenter or the

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Premises or their suitability or fitness for the conduct of Tenant’s Permitted Use, its business or for any other purpose, and (c) except for the Landlord’s Installations specifically described in Exhibit “J” attached hereto, Landlord has no obligation to construct or install any improvements in or to make any other alterations or modifications to the Campus, the Project, the Building, the Datacenter or the Premises; provided that nothing in this Section 2.2 shall release Landlord from or otherwise reduce Landlord’s obligations under Exhibit “J” attached hereto or under Sections 8.1 and 9.1 below. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Campus, the Project, the Building and the Datacenter were at such time in good order and clean condition. In addition, without limiting the generality of the foregoing, it is understood and agreed that:

2.2.1. Tenant shall have the sole responsibility, at its expense, to secure any and all governmental permits and/or approvals relating to Tenant’s use of the Premises (except for any permits and/or approvals that are directly required in connection with any of the Landlord’s Installations or the Building or location apart from the Premises).

2.2.2. Except to the extent set forth in Section 4.1.5 below, Tenant shall have the sole responsibility, at its expense, to install (in accordance with best practices in the datacenter industry) all of its Equipment and other Tenant’s Personal Property in the Datacenter Space.

2.2.3. Except to the extent (if it all) expressly provided in Exhibit “J” attached hereto, Tenant shall, at its sole cost and expense, be responsible for the installation of: (a) all power circuits and rack grounding to the base Building grounding grid system required to distribute in the Datacenter Space the electrical power delivered by Landlord from the Power Distribution Units (“ PDUs ”) serving the Datacenter Space (including, without limitation, all Remote Power Panels (“ RPPs ”), power distribution whips, receptacles and other electrical installations), (b) a commercially reasonable cold aisle containment system with respect to the entire Datacenter Space, (c) any and all installations and or equipment that are required to transform the electrical power delivered by Landlord to the PDUs serving the Datacenter Space in any manner required by Tenant’s Equipment or other Tenant’s Personal Property, and (d) for all ladder rack, cable management, racks, other containment solutions and other installations that are required for use of the Datacenter Space; provided that, Tenant shall use an electrical contractor reasonably approved by Landlord to perform any tap-in to the Building’s electrical system located at the PDUs that are required to distribute electrical power in the Datacenter Space. If and to the extent that any modifications to the Building Systems are required to accommodate any nonlinear loads imposed by Tenant’s Equipment or other Tenant’s Personal Property (or to eliminate or remediate any problems caused by any such nonlinear loads, Landlord shall make such modifications and Tenant shall reimburse Landlord for all costs incurred by Landlord in making such modifications, which reimbursement payment shall be due within thirty (30) days following Landlord’s written invoice therefor.

2.3. Common Areas; Meet Me Room; Cross Connections .

2.3.1. Common Areas Generally . The Common Areas shall be subject to the exclusive management and control of Landlord, and Tenant shall comply with all rules and regulations (including, but not limited to, the Datacenter Rules and Regulations) pertaining to the Common Areas, provided that such actions do not impede Tenant’s use of, or access to, the Premises. Landlord shall have the right from time to time to designate, relocate and limit the use of particular areas or portions of the Common Areas. Landlord shall also have the right to close all or any portion of the Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication thereof or the accrual of any rights in any person. For the avoidance of doubt, it is understood and agreed that Landlord owns and has sole and exclusive rights to the conduit infrastructure entering the Building and connecting all data center rooms located throughout the Building to the Meet-Me Room (and that such conduit infrastructure is not part of the Common Areas). Should any of the Common Areas be materially changed, materially reduced or closed, with the result that such material change, material reduction or closure is reasonably likely to have a material adverse effect on Tenant’s use of the Premises for the Permitted Use, then notice shall be provided to Tenant at least ten (10) business days in advance (except for emergencies or other urgent situations, where notice shall be provided to Tenant as soon as is reasonably practicable under the circumstances).

2.3.2. Meet Me Room; Cross Connections . Tenant acknowledges and agrees that all interconnections between the systems of Tenant and those of other tenants of the Datacenter and/or the Building must be made in the Meet-Me-Room. Tenant is responsible for the costs and installations of all cable(s) and/or fiber (a) between the Datacenter Space and the area within the Datacenter where connections to the Meet Me Room are made and (b) within the Pathway. Tenant acknowledges that the Meet-Me Room is operated by the Meet Me Room Operators and that all operations in the Meet-Me Room (including all Meet-Me Room Services), and all Tenant presence in the Meet-Me Room (including, but not limited to, Cross Connections made in Landlord’s Meet- Me Room interconnection rack) are governed and controlled by the Meet Me Room Operators; each and all of which is subject to such agreements and costs as are required, from time to time, by the Meet Me Room Operators. Cross Connections may be requested by Tenant, and subject to any restrictions relating to the Project or Campus, may be made (at Tenant’s expense) in accordance with (and subject to all of the terms and conditions of) the Meet Me Room Operators’ standard practices (which shall be consistent with the customary practices of similarly situated entities providing similar services within the telecommunications industry).

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2.4. Parking . In connection with Tenant’s lease of the Premises, during the Term, Tenant shall be entitled to the use of unreserved vehicle parking spaces in the parking facilities from time to time associated with the Building (or in portions thereof designated by Landlord) on a first-come, first-served, as available basis. Tenant acknowledges and agrees that: (a) Landlord, in its sole and absolute discretion, shall have the right to assign any unreserved and unassigned parking spaces and/or make all or a portion of such spaces reserved and (b) that Tenant shall have no right to use any spaces which have been specifically assigned to other tenants or other parties or otherwise designated as reserved. Should Landlord make all spaces for the Campus reserved, Landlord shall give Tenant thirty (30) days notice and provide reasonable alternative parking. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or any other Tenant Party or their respective employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. If Tenant permits or allows any of the prohibited activities described in this Section 2.4 , then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Tenant, which cost shall be payable within thirty (30) days following written invoice by Landlord. All responsibility for damage to cars is assumed by the users of the Campus’s parking facilities.

2.5. Portability . If, during the Initial Term, Tenant desires to lease other space on the Campus in lieu of its lease of the Datacenter Space, the terms of Exhibit “I” attached hereto shall apply.

3. TERM.

3.1. Term; Early Occupancy .

3.1.1. Term . The term of this Lease, and Tenant’s obligation to pay Rent under this Lease, shall commence on the Commencement Date and shall continue in effect for the Term, unless this Lease is earlier terminated as provided herein.

3.1.2. Early Occupancy . During the Early Occupancy Period (if any) specified in Item 7(c) of the Basic Lease Information, Tenant shall have the right to enter upon the Premises during normal business hours (and at other times permitted by Landlord) for the purpose of installing its Equipment and other Tenant’s Personal Property therein, provided that Tenant does not interfere with Landlord’s efforts to deliver possession of the Premises with all of the Landlord’s Installations and the Tenant Datacenter Space Installations Substantially Completed, as reasonably determined by Landlord. During such Early Occupancy Period (if any), each and every provision of this Lease shall be in full force and effect (excluding the provisions set forth in Section 8.1 , below, and Exhibit “H” attached hereto, which shall not be applicable until the Commencement Date); provided however, that Tenant shall have no obligation to pay to Landlord any Base Rent for the Datacenter Space with respect to any portion of the Early Occupancy Period (but for the avoidance of doubt, it is understood and agreed that Tenant shall be required to pay any and all electricity charges that accrue to the Datacenter Space during the Early Occupancy Period and for Base Rent associated with the Improvement Allowance as set forth in Item 8(a) of the Basic Lease Information). It is understood and agreed, however, that Tenant shall have no right to commence business operations in or from any portion of the Premises prior to the Commencement Date.

3.2. Delivery of Premises . Landlord shall use commercially reasonable efforts to tender to Tenant delivery of possession of the Premises with all of the Landlord’s Installations and the Tenant Datacenter Space Installations (to the extent set forth in the Tenant Datacenter Space Installation Plan Documents) Substantially Completed on or before the Target Commencement Date. If Landlord shall fail to so tender to Tenant delivery of possession of the Premises on or before the Target Commencement Date for any reason, then provided that Landlord uses commercially reasonable efforts to tender to Tenant delivery of possession of the Premises with all of the Landlord’s Installations and the Tenant Datacenter Space Installations (to the extent set forth in the Tenant Datacenter Space Installation Plan Documents) Substantially Completed as soon as reasonably possible thereafter, Landlord shall not be deemed in default hereunder, this Lease shall not be void or voidable, the Term of this Lease shall not be extended (provided, however the Commencement Date shall be delayed until Landlord tenders to Tenant delivery of possession of the Premises with all of the Landlord’s Installations and the Tenant Datacenter Space Installations (to the extent set forth in the Tenant Datacenter Space Installation Plan Documents) Substantially Completed), Landlord shall not be liable to Tenant for any loss or damage resulting therefrom and the Commencement Date shall be deemed to occur on the date on which Landlord shall complete such Landlord’s Installations and such Tenant Datacenter Space Installations and tender to Tenant delivery of possession of the Premises.

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4. BASE RENT AND OTHER CHARGES.

4.1. Base Rent; Installation Fee; Electrical Power .

4.1.1. Base Rent . Commencing on the Commencement Date, Tenant shall pay to Landlord base rent (the “Base Rent”) for the Premises in the amounts set forth in Item 8(a) of the Basic Lease Information. All Base Rent shall be paid to Landlord in monthly installments in advance of the first day of each and every month throughout the Term of this Lease; provided, however, that: (a) the Prepaid Rent Amount, if any, shall be payable within seven (7) business days of Tenant’s execution of this Lease and (b) if the Commencement Date does not commence on the first day of a calendar month, the Base Rent for such partial calendar month shall be paid by Tenant to Landlord within five (5) business days of the Commencement Date. Except as expressly provided herein (e.g., with respect to the Prepaid Rent), Tenant shall not pay any installment of Rent more than one (1) month in advance.

4.1.2. Electrical Power . Tenant shall pay for all electricity provided as Critical Load Power to the Datacenter Space and required to operate the Shared Electrical and Mechanical Equipment in accordance with this Section 4.1.2 . Except to the extent provided otherwise in Exhibit “J” attached hereto, the Electrical Metering Equipment shall be installed by Landlord at Landlord’s cost and Landlord shall bill Tenant monthly for the Power Payment. Unless Landlord shall specify otherwise, such Electrical Metering Equipment shall measure electricity delivered to the supply side of the PDUs for the Datacenter Space. Tenant shall pay the Power Payment to Landlord, as Additional Rent (defined below), within thirty (30) days of delivery of a written invoice with respect to each such Power Payment. Landlord and Tenant acknowledge that the Uplift Power Payment is intended to reimburse Landlord for electricity used by Shared Electrical and Mechanical Equipment. For the avoidance of doubt, it is the intent of the Parties that this Section 4.1.2 represents a mechanism only for Landlord’s cost recovery with regard to electricity provided to and/or used in or with respect to the Premises, and that there is no intent for Tenant’s Power Payment to include any element of profit to the Landlord in connection therewith.

4.1.3. Tenant’s Percentage Share of Increases in Insurance and Property Taxes . Subject to the provisions of this Lease and in accordance with Exhibit “E” , attached hereto, in addition to paying Base Rent, with respect to each applicable Expense Year (defined in Exhibit “E” ) Tenant shall also pay (a) Tenant’s Percentage Share of the positive excess, if any, of Insurance (defined in Exhibit “E” ) allocable hereunder to such applicable Expense Year over Insurance allocable hereunder to the Base Year, and (b) Tenant’s Percentage Share of the positive excess, if any, of the Property Taxes (defined in Exhibit “E” ) allocable hereunder to such applicable Expense Year over the Property Taxes allocable hereunder to the Base Year.

4.1.4. Installation Fee/Other Charges . In addition to paying the Base Rent, upon Tenant’s execution of this Lease, Tenant shall pay the Installation Fee as partial consideration for the fixturization of the Datacenter as shall be set forth in Exhibit “J” attached hereto and costs incurred by Landlord’s in connection with this Lease and Tenant’s commencement of operations within the Premises.

4.1.5. Tenant Installation Costs . Landlord shall manage the construction of the Tenant Datacenter Space Installations on Tenant’s behalf in accordance with the terms of this Section 4.1.5 .

4.1.5.1. Prior to commencement of construction on the Tenant Datacenter Space Installations, Landlord shall submit a detailed estimate of the Tenant Installation Costs (defined below) and a list of the specifications for such associated Tenant Datacenter Space Installations (including equipment type and quantity) for review and approval by Tenant (the “ Tenant Datacenter Space Installation Plan Documents ”). Tenant shall have a period of five (5) business days following receipt of such Tenant Datacenter Space Installation Plan Documents to provide its approval to Landlord or to notify Landlord of any modifications that it desires to make to the scope, type, timing or quantity of the installations (subject to Landlord’s approval in its reasonable discretion); provided, however, if Tenant fails to so notify Landlord within the five (5) business days period, Tenant shall be deemed to have provided its consent to the Tenant Datacenter Space Installation Plan Documents as provided by Landlord. In the event that the estimated Tenant Installation Costs as set forth in the Tenant Datacenter Space Installation Plan Documents for the Datacenter Space and the [***] Datacenter Space, in the aggregate, exceed the Improvement Allowance, then Tenant shall pay the difference to Landlord in a lump sum payment, as Additional Rent, within ten (10) days following receipt of an invoice from Landlord (which invoice may be provided to Tenant in advance of and as a condition precedent to Landlord incurring the expenses associated therewith, as determined in Landlord in its sole discretion). If the parties modify the scope, type, timing or quantity of the Tenant Datacenter Space Installations pursuant to this Section 4.1.5.1 , the scope, type, timing or quantity set forth in the finalized Tenant Datacenter Space Installation Plan Documents shall control over the scope, type, timing or quantity of such installations as set forth on Exhibit “J” . If the Tenant Datacenter Space Installation Plan Documents are not agreed upon by Landlord and Tenant within ten (10) business days following the date of delivery of the initial Tenant Datacenter Space Installation Plan

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Documents to Tenant, then the Target Commencement Date and/or the Commencement Date, in Landlord’s discretion, shall be delayed by one (1) day for each one (1) day delay in obtaining fully-approved Tenant Datacenter Space Installation Plan Documents.

4.1.5.2. Following finalization and approval of the Tenant Datacenter Space Installation Plan Documents, as set forth in Section 4.1.6.1 above, Landlord shall provide Tenant with an estimated construction schedule and estimated costs with respect to the installations set forth on the finalized Tenant Datacenter Space Installation Plan Documents, which Landlord may update from time to time during the course of construction upon notice to Tenant. The documents provided to Tenant by Landlord pursuant to this Section 4.1.5.2 shall be incorporated into and deemed to be part of the Tenant Datacenter Space Installation Plan Documents for purposes of this Section 4.1.5 .

4.1.5.3. Landlord shall provide Tenant with monthly statements setting forth the total Tenant Installation Costs incurred as of the date of the statement. In addition, Landlord shall deliver to Tenant, within sixty (60) days after the completion of all Tenant Datacenter Space Installations, or as soon thereafter as is practicable, a final statement of the total Tenant Installation Costs actually incurred by Landlord. If the final statement indicates that the actual Tenant Installation Costs for the Datacenter Space and the [***] Datacenter Space, in the aggregate, exceed the Improvement Allowance plus any additional amounts paid by Tenant pursuant to Section 4.1.5.1 above, Tenant shall pay the deficiency to Landlord as Additional Rent within thirty (30) days following receipt of the final statement. The expiration or early termination of this Lease shall not affect the obligations of Tenant pursuant to this Section 4.1.5.3 .

4.1.5.4. For purposes of this Section 4.1.5 , “ Tenant Installation Costs ” means (a) the total out-of-pocket costs incurred by Landlord in relation to the Tenant Datacenter Space Installations, without markup for profit, including, without limitation, amounts paid to contractors and suppliers, and (b) a project management fee equal to five percent (5%) of the costs incurred by Landlord pursuant to clause (a) of this Section 4.1.5.4 , not to exceed Eighty Thousand Dollars ($80,000.00) in the aggregate for project management of the Tenant Datacenter Space Installations for both the Datacenter and the [***] Datacenter.

4.1.5.5. In furtherance of completion of the Tenant Datacenter Space Installations as set forth in this Lease, Tenant agrees to diligently and promptly work with Landlord with respect to the design and implementation of the Tenant Datacenter Space Installations and to provide all approvals and other input in a prompt and timely manner and, if applicable, by the dates or within the timeframes set forth in the Tenant Datacenter Space Installation Plan Documents. If any Tenant Datacenter Space Installations are not completed in a timely manner due in whole or in part to a Tenant Delay Day, the parties agree that the Commencement Date Conditions and Landlord’s obligations to complete the Tenant Datacenter Space Installations shall be deemed to be Substantially Completed on the date that such Tenant Datacenter Space Installations would have been Substantially Completed but for the occurrence of such Tenant Delay Days, as determined by Landlord in its discretion.

4.2. Payment of Rent Generally . Base Rent, all forms of Additional Rent (defined below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall: (a) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “ Rent ”), (b) be payable in lawful money of the United States to Landlord when due, without (except as expressly provided otherwise in this Lease) any prior notice or demand therefor and without (except as expressly provided otherwise in this Lease) any abatement, offset or deduction whatsoever, and (c) be payable to Landlord at the address of Landlord specified for payment of Rent in Exhibit “B” (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Laws. If the Commencement Date or the date of expiration or any earlier termination of this Lease falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis.

4.3. Late Payments . Tenant hereby acknowledges and agrees that the late payment of Rent shall cause Landlord to incur administrative costs not contemplated under this Lease and other damages, the exact amount of which would be extremely difficult or impractical to fix. Landlord and Tenant agree that if a Late Charge Delinquency shall occur, Tenant shall pay to Landlord upon demand: (a) a late charge (“ Late Charge ”) equal to two and one-half percent (2.5%) of the amount overdue to cover such additional administrative costs and damages, and (b) interest on all such delinquent amounts at the Default Rate from the date such amounts are first delinquent until the date the same are paid. The acceptance by Landlord of any Late Charge and/or interest under this Section 4.3 shall not: (i) be deemed to constitute a waiver by Landlord of Tenant’s default with respect to the overdue amount, or (ii) prevent Landlord from exercising any of the other rights and remedies available to Landlord hereunder or under any Laws.

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

4.4. Invoicing . During the Term, Landlord shall not submit more than two (2) invoices per month to Tenant pursuant to this Lease.

5. TAXES ON TENANT’S PERSONAL PROPERTY; OTHER TAXES.

5.1. Taxes on Tenant’s Personal Property . Tenant shall be liable for and shall pay prior to delinquency (and Tenant hereby agrees to indemnify, defend and hold Landlord harmless from and against any Claims arising out of, in connection with, or in any manner related to) all governmental fees, taxes, tariffs and other charges levied directly or indirectly against any Tenant’s Personal Property or other personal property, fixtures, machinery, apparatus, systems, connections, interconnections and appurtenances located in or used by Tenant in or in connection with the Premises (excluding, however, machinery, apparatus, systems, connections, interconnections and appurtenances owned by Landlord). If any such fees, taxes, tariffs and other charges for which Tenant is liable are levied or assessed against Landlord or Landlord’s property, and if Landlord elects to pay the same, Tenant shall pay to Landlord, within thirty (30) days of Landlord’s written invoice therefor, that part of such taxes for which Tenant is liable hereunder.

5.2. Additional Taxes . Tenant shall pay to Landlord, within thirty (30) days of Landlord’s written invoice therefor, and in such manner and at such times as Landlord shall direct from time to time by written notice to Tenant, any excise, sales, privilege or other tax, assessment or other charge (other than income or franchise taxes) imposed, assessed or levied by any Governmental Authority or agency upon Landlord on account of: (a) the Rent payable by Tenant hereunder (or any other benefit received by Landlord hereunder), including, without limitation, any gross receipts tax, license fee or excise tax levied by any Governmental Authority, (b) this Lease, Landlord’s business as a lessor hereunder, and the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of the Premises (including, without limitation, any applicable possessory interest taxes), (c) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises, or (d) otherwise in respect of or as a result of the agreement or relationship of Landlord and Tenant hereunder.

6. SECURITY DEPOSIT.

6.1. Security Deposit – General . Within five (5) days of the execution of this Lease, Tenant shall deposit with Landlord the Security Deposit specified in Item 10 of the Basic Lease Information. Landlord shall hold the Security Deposit as security for the performance by Tenant of Tenant’s covenants and obligations under this Lease, it being expressly understood and agreed that the Security Deposit shall not be considered an advance payment of Rent or a measure of Landlord’s damages in case of default by Tenant. The Security Deposit shall be held by Landlord without liability to Tenant for interest, and Landlord may commingle such deposit with any other funds held by Landlord. Upon the occurrence of any Event of Default, Landlord may, from time to time, without prejudice to any other remedy, apply the Security Deposit to the extent necessary to make good any arrears of Rent, and any other payment, damage, injury, expense or liability caused to Landlord by such Event of Default. Following any application of the Security Deposit, Tenant shall pay to Landlord within ten (10) days of Landlord’s written demand therefor, the amount so applied in order to restore the Security Deposit to the amount thereof immediately prior to such application. Subject to the requirements of, and conditions imposed by any and all Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by such Laws, or if there is no such requirement, within sixty (60) days after the expiration of the Term of this Lease (or the earlier termination of this Lease), return to Tenant the portion (if any) of the Security Deposit remaining after deducting all damages, charges and other amounts owing by Tenant to Landlord under this Lease. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it shall suffer as a result of any default under this Lease by Tenant. In the event the provisions of any Laws applicable to security deposits under commercial leases, now or hereinafter in force, which restricts the amount or types of claims that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the handling or return of security deposits, conflict with the terms and conditions of this Section 6 , the terms and conditions of this Section 6 shall govern (and Tenant hereby waives any provisions of any Laws applicable to security deposits under commercial leases that are in conflict with any of the terms and conditions of this Section 6 ).

6.2. Reduction of Security Deposit . Provided that (a) on the date that is thirteen (13) months after the Commencement Date, there exists no uncured Event of Default by Tenant under this Lease or the [***] Lease and (b) not more than one (1) Event of Default shall have occurred under this Lease or the [***] Lease during the first thirteen (13) months of the Initial Term, then the Security Deposit shall be applied toward Base Rent due under this Lease in the thirteenth (13 ^th ) and fourteenth (14 ^th ) months of the Initial Term.

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

7. USE.

7.1. Permitted Use . Tenant shall use the Premises only for the Permitted Use. Any other use of the Premises is subject to Landlord’s prior written consent, which consent may be withheld or conditioned in Landlord’s sole and absolute discretion. Without limiting the generality of the foregoing: (a) Tenant shall not use the Premises, or permit the Premises to be used for any Conflicting Use and (b) Tenant may not provide MMR Services in the Premises or any other portion of the Building, or refer to the Premises as a “meet-me room”. If, as a result of Tenant’s acts or omissions or failure to comply with the provisions of this Lease, the insurance rates for the Campus, the Datacenter, the Building or the Project shall be increased, then Tenant shall reimburse Landlord for the amount of any such increase within thirty (30) days after delivery of written invoice therefor by Landlord. Tenant shall be responsible for any losses, costs or damages in the event that unauthorized parties gain access to the Premises, the Building or the Datacenter through access cards, keys or other access devices provided to Tenant by Landlord, unless Tenant has informed Landlord in writing of the loss (or other transfer) of the access mechanism and Landlord has failed to act to revoke access to that mechanism (e.g. removing access for a lost key card) within a reasonable period of time following written notification from Tenant.

7.2. Datacenter Rules and Regulations . Tenant’s Permitted Use shall be subject to, and Tenant, and Tenant’s agents, employees and invitees shall comply fully with all requirements of the Datacenter Rules and Regulations. Tenant shall abide by and faithfully and strictly observe and comply with the Rules and Regulations, and shall further be responsible for the compliance by all other Tenant Parties with such Datacenter Rules and Regulations. Landlord shall not enforce the Datacenter Rules and Regulations against Tenant in a discriminatory manner, but Landlord shall not be liable for any violation of such rules and regulations by any other tenant or occupant of the Campus, the Building or the Project.

7.3. Compliance with Laws; Hazardous Materials .

7.3.1. Compliance with Laws . Except to the extent triggered by Tenant’s particular use and/or by Tenant’s Alterations, Landlord, at Landlord’s sole cost and expense, shall timely take all action required to (a) correct any failure of the Premises to comply with any Laws in effect as of the Commencement Date and (b) cause the Common Areas to comply with all applicable Laws, in each case when such compliance is required. Except for any Landlord Installations or as set forth in the foregoing sentence, Tenant, at Tenant’s sole cost and expense, shall timely take all action required to cause the Premises (and to the extent triggered by Tenant’s particular use and/or by Tenant’s Alterations, Equipment, other Tenant’s Personal Property, other portions of the Datacenter and/or Building) to comply in all respects with all Laws affecting the Campus or the Project now or in the future applicable to the Premises and with all rules, orders, regulations and requirements of any applicable fire rating bureau or other organization performing a similar function. Landlord represents and warrants that, to Landlord’s Knowledge, the construction and the operation of the Project comply in all respects with all Laws affecting the Project and with all rules, orders, regulations and requirements of any applicable laws.

7.3.2. Hazardous Materials . No Hazardous Materials shall be Handled upon, about, in, at, above or beneath the Premises or any portion of the Campus, the Building or the Project by or on behalf of Tenant, or any other Tenant Parties. Notwithstanding the foregoing, normal quantities of those Hazardous Materials customarily used in the conduct of the Permitted Use may be used at the Premises without Landlord’s prior written consent, but only in compliance with all applicable Environmental Laws (defined below) and only in a manner consistent with Institutional Owner Practices. If any Hazardous Materials shall become present in, on, under or about (or shall be released from) the Premises, the Campus or the Project as a result of any act or omission of any Tenant Party, Tenant shall (a) take all actions (or at Landlord’s election, reimburse Landlord for taking all actions) necessary to restore the Campus or the Project (or the applicable portion thereof) to the condition existing prior to the introduction of such Hazardous Materials (notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws) and (b) shall indemnify, defend and hold harmless Landlord from and against any and all Claims arising out of or relating to the introduction, presence or release of such Hazardous Materials.

7.4. Electrical Power Threshold . Tenant’s actual use of Critical Load Power in the Datacenter Space, as determined by the Electrical Metering Equipment, shall not at any time, exceed the Electrical Power Threshold. All equipment (belonging to Tenant or otherwise) located within the Datacenter Space shall be included in the calculation of Tenant’s actual use of Critical Load Power in the Datacenter Space. Tenant shall, upon receipt of written notice, promptly cease the use of any Equipment or other Tenant’s Personal Property that Landlord reasonably believes shall cause Tenant’s use of Critical Load Power in the Datacenter Space to exceed the Electrical Power Threshold. If Tenant shall fail to reduce its use of Critical Load Power to a level that complies with the terms of this Section 7.4 within twenty-four (24) hours after receiving such a notice from Landlord, Landlord shall have the right to disconnect power to the applicable circuit or circuits.

7.5. Structural Load . Tenant shall not place a load upon the Datacenter Space exceeding the number of pounds of live load per square foot specified in Paragraph 5 of Part I of Exhibit “H” . Any cabinets, cages or partitions installed in the Datacenter Space (whether installed by Landlord or by any Tenant Party) shall be included in the calculation of the live load.

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8. SERVICES TO BE PROVIDED BY LANDLORD.

8.1. Services . Beginning on the Commencement Date and continuing throughout the Term, Landlord shall provide (or cause to be provided) the following services with respect to the Premises, the Datacenter and/or the Building, as applicable:

8.1.1. Access Control .

8.1.1.1. Generally . Landlord shall provide Landlord’s Access Control Systems. Landlord disclaims any and all other responsibility or, obligation to provide additional access control (or any security) to the Building, the Datacenter, the Premises, or any portion of any of the above. Landlord reserves the right, to be exercised by Landlord in its sole and absolute discretion, but without assuming any duty, to institute additional access control measures in order to further control and regulate access to the Building, the Datacenter or any part thereof. Landlord shall not, under any circumstances, be responsible for providing or supplying security services to the Premises or any part of the Datacenter or the Building in excess of the Landlord’s Access Control Systems (and Landlord shall not under any circumstances be deemed to have agreed to provide any services in excess of the above specified Landlord’s Access Control Systems). Landlord shall use commercially reasonable efforts to keep all Landlord Access Control Systems in good working order. In the event that one or more systems is not working for whatever reason, with the result that such failure has a material adverse effect on the overall functionality of Landlord’s Access Control Systems and the security of the Premises, Landlord shall promptly notify Tenant of the issue and, if applicable, put in place another system or other reasonable mitigation to maintain adequate security of the Premises.

8.1.1.2. Access Lists . Landlord shall require each Datacenter Tenant (defined below) to provide an access list (as updated and/or modified from time to time by the applicable Datacenter Tenant, a “ Datacenter Tenant Access List ”) designating employees of such Datacenter Tenant that are permitted to enter the Datacenter. Each employee designated by each Datacenter Tenant on each Datacenter Tenant Access List shall receive a security authorization (an “ Access Authorization ”). If any person seeking to gain access to the Datacenter (other than any Landlord Party) is not on a current Datacenter Tenant Access List, then such person shall be refused access to the Datacenter; provided that so long as an employee or representative of any Datacenter Tenant has escort authorization as specifically indicated on a current Datacenter Tenant Access List, such employee or representative of a Datacenter Tenant may escort any visitor including, without limitation, any vendor, supplier, partner, customer or visitor of the applicable Datacenter Tenant that is not on a Datacenter Tenant Access List to and/or within the Datacenter. In no event shall Landlord permit any representative or employee of any Datacenter Tenant that does not have escort authorization to escort any person that is not on a Datacenter Tenant Access List to and/or within the Datacenter. “ Datacenter Tenant ” means a tenant of the Datacenter (including Tenant).

8.1.1.3. Tenant shall be solely responsible for updating its Datacenter Tenant Access List (the “ Tenant’s Access List ”) and providing any changes to Landlord (and any such update shall become effective one (1) business day after the same is delivered to Landlord). In any instance where any party seeking to access the Datacenter on behalf of Tenant is refused access to the Datacenter, Landlord shall promptly notify Tenant of such incident and cooperate with Tenant, at Tenant’s sole cost and expense, in connection with Tenant’s investigation of such incident.

8.1.2. Electricity .

8.1.2.1. Landlord shall furnish electricity to the UPSs and PDUs serving the Datacenter Space in accordance with the specifications set forth in Paragraph 1 of Part I of Exhibit “H” attached hereto. The obligation of Landlord to so provide electricity shall be subject to the rules and regulations of the supplier of such electricity and of any Governmental Authorities regulating providers of electricity and shall be limited to providing the Electrical Power Threshold. Tenant shall be solely responsible for all emergency, supplemental or back-up power systems (“ Back-Up Power ”) installed by Tenant or at Tenant’s direction in the Premises.

8.1.2.2. In addition, Landlord shall use commercially reasonable efforts to maintain battery capacity in the UPS Plant for Tenant UPS Power as specified in Paragraph 2 of Part I of Exhibit “H” . Landlord has and shall maintain a contract with a third party vendor to provide fuel to the fuel tanks of the Back Up Power Systems described in Paragraph 3 of Part I of Exhibit “H” (the “ Back Up Power Systems ”) for the duration of such interruption. If any such interruption in electrical service was caused by any act or omission of Tenant or Tenant’s employees, agents, invitees or contractors, Tenant shall reimburse Landlord for all costs incurred by Landlord in causing the Back Up Power Systems to provide electricity to the Building and/or Project (including, without limitation, the cost of fuel).

8.1.3. Datacenter Environment . Landlord shall use commercially reasonable efforts to: (a) maintain temperature in the Datacenter Space within the range specified in Item 4(a) of Part I of Exhibit “H” and (b) maintain relative humidity in the Datacenter Space within the range specified in Item 4(b) of Part I of Exhibit “H” .

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8.1.4. Other Services . During the Term, Landlord shall provide access to the Building’s loading dock facilities twenty-four (24) hours a day, seven (7) days a week, subject to prior coordination with Landlord and Landlord’s reasonable rules and regulations for access to the Building’s loading dock facilities.

8.2. Interruption of Services . Except as expressly provided in Part II of the Service Level Agreement attached hereto as Exhibit “H” , Landlord shall not be liable or responsible to Tenant for any loss, damage or expense of any type which Tenant may sustain or incur if the quantity or character of the utility provided electric service is changed, is no longer available, or is no longer suitable for Tenant’s requirements. Except as expressly provided in Part II of the Service Level Agreement attached hereto as Exhibit “H” , no interruption, failure or malfunction of any electrical or other service (including, without limitation, HVAC service or the Remote Hands Service) to the Premises (or to any other portion of the Datacenter, the Campus, the Building or the Project) shall, in any event: (a) constitute an eviction or disturbance of Tenant’s use and possession of the Premises, (b) constitute a breach by Landlord of any of Landlord’s obligations under this Lease, (c) render Landlord liable for damages of any type or entitle Tenant to be relieved from any of Tenant’s obligations under this Lease (including the obligation to pay Rent), (d) grant Tenant any right of setoff or recoupment, (e) provide Tenant with any right to terminate this Lease, or (f) make Landlord liable for any injury to or interference with Tenant’s business or any punitive, incidental or consequential damages (of any type), whether foreseeable or not, whether arising from or relating to the making of or failure to make any repairs, alterations or improvements, or whether arising from or related to the provision of or failure to provide for or to restore any service in or to any portion of the Datacenter, the Campus, the Building or the Project. In the event of any interruption of services, however, Landlord shall employ commercially reasonable and diligent efforts to restore such service or cause the same to be restored in any circumstances in which such restoration is within the reasonable control of Landlord and the interruption at issue was not caused in whole or in part by any action of Tenant.

8.3. Remote Hands . Landlord shall use commercially reasonable efforts to provide certain basic agreed-upon remote hands services to Tenant, which agreed-upon services shall be available on a 24 x 7 x 365 basis following a request by Tenant via Landlord’s designated customer portal (the “ Remote Hands Service ”). The Remote Hands Service shall include routine maintenance and trouble-shooting tasks, such as power cycling, replacement/swapping of hardware, media loading/swapping, electrical and mechanical monitoring, infrastructure testing, circuit testing, cabling and wiring, troubleshooting of physical ports, racking and stacking of equipment, receiving and storing of equipment and entering commands according to instructions. The Remote Hands Service may be provided by employees or contractors of Landlord at the discretion of Landlord, and Landlord may designate and/or change the procedure for submission of requests for Remote Hands Service from time to time with prior written notice. Remote Hands Service shall be billed to Tenant on a hourly basis at the rates set forth below, which shall be due and payable within thirty (30) days following the receipt of written invoice. The current rates for the Remote Hands Service are as follows (with a two (2) hour minimum in each case): (a) during Landlord’s standard business hours with at least forty-eight (48) hours prior notice, $150.00/hour; (b) during Landlord’s standard business hours with less than forty-eight (48) hours prior notice, $175.00/hour; (c) outside of Landlord’s standard business hours with at least forty-eight (48) hours prior notice, $175.00/hour; and (d) outside of Landlord’s standard business hours with less than forty-eight (48) hours prior notice, $225.00/hour. Landlord and Tenant agree that pricing for the Remote Hands Service set forth above is subject to increase upon at least thirty (30) days prior written notice to Tenant.

8.4. Acknowledgments . Tenant acknowledges and agrees that: (a) except to the extent expressly provided in this Lease, Landlord shall not be obligated to provide any telecommunications services or managed services to Tenant under this Lease and (b) any services to be provided by Landlord hereunder may be performed on behalf of Landlord by an independent contractor or contractors retained by Landlord.

9. MAINTENANCE; ALTERATIONS.

9.1. Landlord Maintenance . Landlord shall operate the Building, the Campus, and the Project in a manner consistent with Institutional Owner Practices. In addition, Landlord shall maintain and keep in good repair: (a) the Pathway, (b) the Datacenter, including, Landlord’s Access Control Systems, HVAC, UPS Plant, DC Plant (if any), Back Up Power Systems, Fire Suppression Systems, common area cable management systems comprised of ladder racks, fiber trays, under-floor cable trays and other similar equipment installed for the benefit of all tenants of the Datacenter, (c) the floors and walls, foundation, exterior walls, roof and other structural components of the Building, (d) the heating, air conditioning and ventilation system serving the Building Common Areas (other than any of the same that exclusively serve any premises occupied by any tenant or occupant) and (e) the Building Common Areas. For the avoidance of doubt, it is understood and agreed that Landlord shall be responsible, under this Section 9.1 , for the maintenance and repair (and when necessary, replacement) of all portions of the electrical systems and infrastructure serving the Premises “upstream” of and including the output circuit breakers for the PDUs serving the Datacenter Space. Except as provided in this Section 9.1 (and Section 8.1.3 , above), Landlord shall have no obligation to repair and/or maintain the Project, Building, Datacenter or Premises.

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9.2. Tenant’s Maintenance . During the Term of this Lease, Tenant shall, at Tenant’s sole cost and expense: (a) maintain the Premises and Tenant’s Personal Property therein and maintain any Common Areas within the Datacenter that are used by Tenant in a clean, sightly, safe and good order and clean condition (and in at least as good order and clean condition as when Tenant took possession), ordinary wear and tear excepted and (b) regularly remove all trash from the Premises. For the avoidance of doubt, it is understood and agreed that, Tenant shall be responsible, under this Section 9.2 , for the maintenance and repair (and when necessary, replacement) of all portions of the electrical systems and infrastructure serving the Premises “downstream” of the output circuit breakers for the PDUs serving the Datacenter Space (including, without limitation, all RPPs, power distribution whips, receptacles, Tenant Datacenter Space Installations and other installations), whether provided as of the Commencement Date by Landlord or otherwise. If Tenant or any other Tenant Party, including, but not limited to any of their technicians or representatives, physically damages the Campus, the Project, the Building, the Datacenter, the Meet Me Room or any portion of any of the above, or the personal property of any other tenant or occupant, Landlord shall notify Tenant of the issue in writing. If Tenant does not fully and adequately address the issue within five (5) business days, Landlord may, but shall not be obligated to, perform all necessary or appropriate maintenance and repair, and any amounts expended by Landlord in connection therewith, plus an administrative charge of ten percent (10%), shall be reimbursed by Tenant to Landlord as Additional Rent within thirty (30) days after Landlord’s written invoice therefor. Notwithstanding the foregoing, if Landlord reasonably believes that Tenant’s failure to comply with this Section 9.2 may cause imminent loss, damage or harm to Landlord or any tenant or occupant of the Campus, then Landlord shall not be obligated to give five (5) business days notice to Tenant and may immediately proceed with maintenance and repair of the issue in accordance with the foregoing sentence.

9.3. Alterations; Improvement Allowance .

9.3.1. Alterations . Notwithstanding any provision in this Lease to the contrary, except for Permitted Alterations, Tenant shall not make or cause to be made any Alterations without the prior written consent and approval of Landlord, which consent and approval may be withheld, conditioned or delayed in Landlord’s sole and absolute discretion; provided, however, that:

9.3.1.1. Landlord’s consent shall not be required for any Permitted Alterations (such that, by way of example only, Landlord’s consent would be required for the installation of overhead ladder racks that are attached to the ceiling, but Landlord’s consent would not be required for the installation of equipment which does not involve drilling into the floor or ceiling);

9.3.1.2. Tenant shall have the right, at its sole cost and expense and subject to Landlord’s approval of the plans and specifications therefor and the contractors who shall perform such work, to: (a) install its own security system (“ Tenant’s Security System ”) within the Datacenter Space and (b) to integrate Tenant’s Security System and management systems into Landlord’s Building security system and Building management systems; provided, further that: (i) Tenant shall furnish Landlord with a copy of all key codes, access cards and other entry means and ensure that Landlord shall have access to the Datacenter Space at all times, (ii) Tenant shall ensure that Tenant’s Security System shall comply with all applicable Laws, and (iii) in no event shall Landlord be liable for the malfunctioning of Tenant’s Security System, except in the event of gross negligence or willful misconduct on the part of Landlord or the Landlord Parties, and Tenant shall indemnify, defend and hold the Landlord Parties harmless from and against all Claims arising or relating thereto; and

9.3.1.3. Tenant shall give Landlord not less than seven (7) business days’ prior written notice before commencing any Alterations (including, but not limited to, any Permitted Alterations) so as to permit Landlord to post appropriate notices of non-responsibility. If reasonably required by Landlord within three (3) business days written notice prior to commencing any Alterations, Tenant shall also secure, prior to commencing any Alterations, at Tenant’s sole expense, a completion and lien indemnity bond satisfactory to Landlord for such work.

9.3.2. Improvement Allowance . Subject to the terms of this Section 9.3.2 , Landlord shall provide Tenant with an improvement allowance of up to [***] in the aggregate (the “ Improvement Allowance ”) for Initial Alterations (defined below) completed by or on behalf of Tenant at Tenant’s cost pursuant to the terms of this Lease or the [***] Lease (excluding the purchase or installation of any Equipment or other Tenant’s Personal Property that is or may be removable by Tenant at the end of the Term pursuant to Section 13.2 , below, unless expressly included within the definition of Tenant Datacenter Space Installations). For the avoidance of doubt, the Improvement Allowance set forth in this Lease constitutes the same improvement allowance as set forth in the [***] Lease (not an additional improvement allowance) and may be used for either the Datacenter Space or the [***] Datacenter Space at Tenant’s election; provided, however, the Improvement Allowance shall be apportioned between the Datacenter Space and the [***] Datacenter Space based on the kW attributable to each space for purposes of the calculation of additional Base Rent. The portion of the Improvement Allowance apportioned to the Datacenter Space as set forth in this Section 9.3.2 (a) shall be amortized over the Initial Term on a straight line basis with three percent (3%) increases on each anniversary of the Commencement Date and (b) shall be added to Base Rent payable during the Initial Term as set forth in Item 8(a) of the Basic Lease Information. The Improvement Allowance shall be used as follows:

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

9.3.2.1. Landlord shall apply the Improvement Allowance toward the Tenant Installation Costs pursuant to Section 4.1.5 , above.

9.3.2.2. If the Improvement Allowance is not full utilized pursuant to Section 9.3.2.1 above, then, during the period of time between completion of the Tenant Datacenter Space Installations and the end of the first nine (9) months of the Initial Term, time being of the essence, Tenant may request, in which event Landlord shall provide within thirty (30) days thereafter, up to the entire amount of the unused Improvement Allowance to be used for additional Initial Alterations, on a reimbursement basis only, following delivery to Landlord of copies of all pertinent invoices, billing statements evidencing payment in full and executed unconditional waivers and releases of lien rights from all contractors, subcontractors and materialmen providing services or materials for such Initial Alterations. Following the first nine (9) months of the Initial Term, time being of the essence, any portion of the Improvement Allowance for which Tenant has not requested reimbursement or has not provided the requested documentation to Landlord as set forth herein shall be deemed to be forfeited by Tenant.

9.3.2.3. Notwithstanding anything to the contrary herein, in no event shall Tenant be eligible to receive all or any portion of the Improvement Allowance if, on the date on which Tenant requests reimbursement for completed Initial Alterations, there shall be an uncured Event of Default by Tenant under this Lease or if more than two (2) Events of Default shall have occurred during the twelve (12) month period prior to the date on which Tenant requests reimbursement hereunder.

9.3.2.4. For purposes of this Section 9.3.2 , the term “ Initial Alterations ” shall mean all initial installations and Alterations needed for Tenant to begin using the Premises for the Permitted Use (including, without limitation, the Tenant Datacenter Space Installations), as determined by Landlord in its discretion.

9.3.2.5. Following the first nine (9) months of the Initial Term, the calculation of additional Base Rent for the Improvement Allowance as set forth in Item 8(a) of the Basic Lease Information shall be appropriately adjusted by Landlord upon written notice to Tenant based on the portion of the Improvement Allowance that was utilized by or on behalf of Tenant with respect to the Datacenter Space pursuant to this Section 9.3.2 .

9.3.2.6. If this Lease terminates for any reason prior to the conclusion of the Initial Term and full payment to Landlord of the Base Rent for the Improvement Allowance as set forth in Item 8(a) of the Basic Lease Information, then Tenant shall pay the unpaid amount thereof to Landlord in a lump sum as Additional Rent within ten (10) days following receipt of an invoice. The Improvement Allowance granted to Tenant pursuant to this Section 9.3.2 is personal to the Original Tenant.

9.4. Tenant’s Vendors . Landlord agrees that Tenant may contract with: (a) any licensed third party electrical contractor for the installation and maintenance of electrical interconnections specific to Tenant’s Personal Property located within the Premises, (b) any licensed third party contractor for the installation of cabinets, racks and low voltage cooper and fiber optic communications infrastructure within the Premises, and (c) any reputable vendor to provide remote-hands and other technical contract services at the Premises in connection with the day-to-day operation of Tenant’s business; provided that: (i) Landlord must approve in writing any third party vendor that provides electrical, construction, and other technical contract services to Tenant at the Premises or Building before any such vendor may enter the Building or Premises (provided that any such approval of any such vendor shall not to be unreasonably withheld) and (ii) all third party vendors must agree to and follow all Landlord rules, policies and procedures that are established for like services, including strict adherence to any local seismic and ADA regulations and the Datacenter Rules and Regulations.

9.5. Encumbrances . Tenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant shall keep Landlord, the Premises, the Datacenter, the Building, the Project, the Campus and Tenant’s leasehold interest free from Encumbrances (and it is understood and agreed that Tenant has no right under this Lease to create or permit any Encumbrance to be established), and Tenant shall indemnify, defend and hold harmless Landlord, the Premises, the Building, the Campus and the Project of and from any and all Claims arising out of or related to any Encumbrances. Tenant shall satisfy or otherwise discharge all Encumbrances within ten (10) business days after Landlord notifies Tenant in writing that any such lien, stop notice, claim or encumbrance has been filed.

10. CASUALTY; TAKING.

10.1. Casualty .

10.1.1. Tenant shall promptly notify Landlord in writing (a “ Damage Notice ”) of any fire or other casualty event, damage or condition of the Premises to which this Section 10.1 is or may be applicable (a “ Casualty ”). Following receipt of a Damage Notice (or Landlord’s discovery of any damage caused by a Casualty (“ Casualty Damage ”)), Landlord shall have the right to elect, in Landlord’s sole

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and absolute discretion, to either (a) terminate this Lease by delivery of written notice thereof to Tenant within ninety (90) days following Landlord’s discovery of such Casualty or (b) to continue this Lease in effect; provided that Landlord shall have no right to so terminate this Lease unless: (i) such damage renders fifty percent (50%) or more of the Premises unusable, (ii) the Estimated Restoration period (defined below) exceeds one hundred eight (180) days, (iii) the cost of the Restoration (defined below) is not fully covered by insurance proceeds available to Landlord (with the exception of any deductible that is the responsibility of Landlord pursuant to the terms of its insurance policy) or (iv) the Holder of any Security Document requires any insurance proceeds with respect to such Casualty to be applied to the outstanding balance of the obligation secured by such Security Document. If Tenant notifies Landlord that it is prevented from using the Premises for the Permitted Use as a result of any Casualty Damage, then Landlord shall within twenty (20) days thereafter provide written notice (the “ Restoration Notice ”) to Tenant setting forth the period of time (the “ Estimated Restoration Period ”) that Landlord reasonably believes shall be required to complete the Restoration (defined below) with respect to the Premises to the extent necessary to allow Tenant’s use of the Premises for the Permitted Use (the “ Premises Restoration ”). If the Estimated Restoration Period is more than ninety (90) days following the date of Tenant’s notice, Tenant shall have the right to terminate this Lease, but only on the condition that Tenant delivers written notice of termination to Landlord on or before the day that is ten (10) business days after Landlord’s delivery of the Restoration Notice. In addition, if Landlord shall fail to complete the Premises Restoration, on or before the date that is sixty (60) days after the last day of the Estimated Restoration Period, Tenant shall have the right to terminate this Lease, but only on the condition that Tenant delivers written notice of termination to Landlord on or before the day that is ten (10) business days after the date that is sixty (60) days after the last day of the Estimated Restoration Period.

10.1.2. Unless this Lease is terminated in accordance with Section 10.1.1 , above, Landlord shall begin to repair the Casualty Damage to the Building, the Datacenter and the Premises promptly after its discovery of any Casualty Damage (subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Section 10.1 ) and shall proceed with reasonable diligence to restore (the “ Restoration ”) the Building, the Datacenter and the Premises to substantially the same condition as it existed before such Casualty, except for modifications required by applicable Laws and modifications that are deemed desirable by Landlord and that are consistent with Institutional Owner Practices; provided, however, that Landlord shall not be required to repair or replace any of any Tenant’s Personal Property or any Alterations made by Tenant (all of which shall be promptly repaired, restored and/or replaced by Tenant). Landlord shall have no liability for any inconvenience or annoyance to Tenant or injury to Tenant’s business as a result of any Casualty, or the Restoration, regardless of the cause therefor. Base Rent shall abate if and to the extent Tenant ceases to use a material portion of the Datacenter Space that was damaged by a Casualty and rendered unfit for use for the Permitted Use as a result thereof, for the period of time commencing on the date Tenant stops using such damaged portion of the Datacenter Space and continuing until the Premises Restoration is substantially complete (as reasonably determined by Landlord’s architect).

10.1.3. Landlord and Tenant agree that the provisions of this Section 10.1 and the remaining provisions of this Lease shall exclusively govern the rights and obligations of the parties with respect to any Casualty, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter in effect.

10.2. Taking . If the whole or a material portion of the Premises, the Datacenter, the Campus, the Building or the Project shall be taken under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a “ Taking ”), this Lease shall automatically terminate as of the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking (the “ Taking Date ”). In the event of a Taking of: (a) such portion of the Datacenter the Building or the Project as shall, in the opinion of Landlord, substantially interfere with Landlord’s operation thereof, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time prior to the date that is sixty (60) days following the Taking Date or (b) such portion of the Premises, the Datacenter, the Campus, the Building or the Project as shall prevent Tenant from conducting Tenant’s business in any portion of the Premises, for a period of time in excess of ninety (90) days, Tenant shall have the option to terminate this Lease upon thirty (30) days’ written notice to Landlord given at any time prior to the date that is sixty (60) days following the Taking Date. If a portion of the Premises is so taken and this Lease is not terminated: (i) Landlord shall, with reasonable diligence and at Landlord’s cost (to the extent of the condemnation award received by Landlord), proceed to restore (to the extent permitted by applicable Laws) the Premises and the Building (other than Tenant’s Personal Property) to a complete, functioning unit and (ii) the Base Rent payable hereunder shall be reduced proportionately based on the portion of the Premises that Tenant is prevented from using for the Permitted Use as a result of such Taking. Except as expressly provided otherwise in this Section 10.2 , the entire award for any Taking shall belong to Landlord (without deduction for any estate or interest of Tenant), except that Tenant shall be entitled to independently pursue a separate award for the loss of, or damage to, Tenant’s Personal Property and Tenant’s relocation costs directly associated with the Taking (but Tenant shall not otherwise assert any claim against Landlord or the condemning authority). No temporary Taking (for less than ninety (90) days) of the Premises, the Datacenter, the Campus, the Building or the Project (or any portion thereof) shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award for any such temporary Taking shall belong to Tenant, but only to the extent that the award applies to any time period during the Term of this Lease. This Section 10.2 shall be Tenant’s sole and exclusive remedy in the event of a Taking, and each of Landlord and Tenant hereby waives the provisions of any Laws to the contrary.

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11. ASSIGNMENT AND SUBLETTING.

11.1. Transfers .

11.1.1. Except as expressly provided in Section 11.1.2 , below, Tenant shall not make any Transfer without first obtaining Landlord’s express prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that notwithstanding anything to the contrary in this Lease (and without limiting Landlord’s rights to reasonably withhold its consent for any other reason or reasons), Tenant expressly covenants and agrees that Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (a) the proposed Transferee does not have the financial strength (taking into account all of the Transferee’s other actual or potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or otherwise does not satisfy Landlord’s standards for financial standing with respect to tenants under direct leases of comparable economic scope); (b) the proposed Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building, the Campus and the Project or the business and operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord (and its Affiliates) in the Campus and the Project; (c) the proposed Transferee has the power of eminent domain, is a governmental agency or an agency or subdivision of a foreign government; (d) the proposed Transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (e) either the proposed Transferee, or any Affiliate of the proposed Transferee is a competitor of Landlord; (f) at the time Tenant delivers the Transfer Notice, there exists an uncured Event of Default; (g) the proposed Transfer would cause Landlord (or any of its Affiliates) to be in violation of another lease or agreement to which Landlord (or any of its Affiliates) is a party or would give an occupant of the Project or the Campus a right to cancel or modify its lease; (h) any ground lessor or mortgagee whose consent to such Transfer is required fails to consent thereto; or (i) the use of the Premises, the Datacenter, the Building, the Campus or the Project by the proposed Transferee would increase security risk, or require any alterations to the Datacenter (other than normal improvements within the Premises such as electrical work downstream of the PDU, rack installations, etc.), the Building, the Campus or the Project to comply with applicable Laws. No Transfer (other than a Permitted Transfer), whether voluntary, involuntary or by operation of law, shall be valid or effective without Landlord’s prior written consent and, at Landlord’s election, any Transfer or attempted Transfer shall constitute an Event of Default of this Lease.

11.1.2. Notwithstanding the foregoing, Tenant shall, upon not less than ten (10) business days prior written notice to Landlord (along with any relevant information as may be required hereunder), make a Permitted Transfer, without the consent of Landlord (and without being subject to Sections 11.2 and 11.3 , below).

11.2. Notice to Landlord . If Tenant desires to make any Transfer (other than a Permitted Transfer), then at least twenty (20) business days (but no more than one hundred eighty (180) days) prior to the proposed effective date of the proposed Transfer, Tenant shall submit to Landlord: (a) a Transfer Request and such other information and materials as Landlord may reasonably request (and if Landlord requests such additional information or materials, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional information or materials) and (b) two (2) originals of the proposed assignment, sublease or other Transfer on a form reasonably approved by Landlord and two (2) originals of the Landlord’s standard form of “Assignment and Assumption of Lease and Consent” or “Consent to Sublease” or other Transfer documentation executed by Tenant and the proposed Transferee. If Tenant modifies any of the terms and conditions relevant to a proposed Transfer specified in the Transfer Notice, Tenant shall re-submit such Transfer Notice to Landlord for its consent pursuant to all of the terms and conditions of this Article 11 .

11.3. Landlord’s Recapture Rights . Except with regard to a Permitted Transfer, at any time within twenty (20) business days after Landlord’s receipt of all (but not less than all) of the information and documents described in Section 11.2 , above, Landlord shall have the right (but no obligation), exercisable by written notice to Tenant, to elect to cancel and terminate this Lease effective as of the proposed effective date of the proposed Transfer.

11.4. Landlord’s Costs . With respect to each Transfer proposed to be consummated by Tenant, whether or not Landlord shall grant consent, Tenant shall pay all Review Expenses within thirty (30) days after written request by Landlord.

11.5. No Release; Subsequent Transfers . Subject to Section 11.6 below, no Transfer (whether or not a Permitted Transfer) shall release Tenant from Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. In no event shall the acceptance of any payment by Landlord from any other person be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. Subject to Section 11.6 below, in the event of breach by any Transferee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. The voluntary or other surrender of this Lease by Tenant or a mutual termination thereof shall not work as a

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merger and shall, at the option of Landlord, either: (i) terminate all and any existing agreements effecting a Transfer, or (ii) operate as an assignment to Landlord of Tenant’s interest under any or all such agreements.

11.6. Release of Tenant Upon Assignment . If Tenant requests to be released (the “ Release ”) from its obligations under this Lease upon full assignment of this Lease, the following shall apply: Tenant shall deliver to Landlord (a) written notice and (b) documentation which demonstrates to Landlord’s reasonable satisfaction that (i) Tenant is making an assignment of this Lease to a Transferee in accordance with the terms and conditions of this Article 11, (ii) the Transferee is expressly assuming in writing Tenant’s obligations under this Lease to the extent accrued from and after the effective date of the assignment, (iii) the assignor intends to be released from its obligations under this Lease to the extent the same are assumed by the Transferee and (iv) the Transferee is Financially Capable (as defined below) of performing the obligations of Tenant under this Lease to the extent the same are assumed by the Transferee for the remaining Term. When Tenant delivers all such documentation to Landlord, the Transferee shall then be subject to Landlord’s reasonable evaluation as to whether the Transferee is Financially Capable of performing the obligations of Tenant under this Lease to the extent the same are assumed by the Transferee for the remaining Term. Landlord shall give Tenant written notice within fifteen (15) days of Landlord’s receipt of the documents described in items (i) and (ii), above, that Landlord either (A) approves the Release, or (B) disapproves the Release. If Landlord disapproves the Release, Landlord’s notice of disapproval shall set forth in reasonable detail the grounds for such disapproval. Upon Landlord’s written approval of the Release, Tenant shall be relieved of its then unaccrued obligations under this Lease as of the date of the Release. “ Financially Capable ” means that the Transferee has the financial wherewithal to perform Tenant’s obligations under this Lease, as reasonably determined by Landlord. If the Transferee has a tangible net worth as determined by generally accepted accounting principles consistently applied (as set forth in the financial statements of the Transferee audited by an independent certified public accountant) of Five Hundred Million and 00/100 U.S. Dollars (US $500,000,000.00) or more and has a minimum bond credit rating of Ba1 from Moody’s Investors Service or BB+ from Standard & Poor’s, the Transferee shall be deemed to be Financially Capable.

12. SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS.

12.1. Nondisturbance, Subordination and Attornment . This Lease and the rights of Tenant hereunder, are and shall be subordinate to the interests of all Security Instruments. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated any such Security Instruments to this Lease and in such case, in the event of the termination or transfer of Landlord’s estate or interest in the Building, the Project or the Campus by reason of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within ten (10) business days of demand therefor execute any instruments or other documents in form reasonably approved by Tenant which may reasonably be required by Landlord or the Holder of any Security Instrument and specifically shall execute, acknowledge and deliver within ten (10) business days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the Holder of the Security Instrument requesting the document, provided that either (i) such subordination of lease or subordination of deed of trust contains non-disturbance language or (ii) the Holder of any such Security Instrument executes and delivers to Tenant a non- disturbance agreement.. If requested to do so, and expressly conditioned upon the Holder of any such Security Instrument complying with either clause (i) or clause (ii) in the preceding sentence, Tenant shall attorn to and recognize as Tenant’s landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, and Tenant shall, within ten (10) business days of demand therefor execute any instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Section 12.1 .

12.2. Estoppel Certificates . At any time and from time to time, within ten (10) business days after written request by Landlord, Tenant shall execute, acknowledge and deliver to Landlord a statement in writing certifying all matters reasonably requested by Landlord or any current or prospective purchaser or Holder of any Security Document. Tenant acknowledges and agrees that it understands that any statement delivered (or to be delivered) pursuant to this Section 12.2 may be relied upon by any prospective purchaser of the Building, the Project or the Campus (or the Landlord) or by any prospective mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building, the Project or the Campus. Tenant’s failure to deliver the statement within the ten (10) business day period specified above shall be conclusive and binding upon Tenant that the Lease is in full force and effect without modification except as may be represented by Landlord, that there are no uncured defaults in Landlord’s performance and that Tenant has no right of offset, counterclaim or deduction against any fees or other charges due Landlord hereunder, and that no more than one month’s fees or other charges due hereunder have been paid in advance.

12.3. Financial Statements . So long as Tenant is a publicly traded company, Tenant shall not be required to provided Landlord with financial statements, and such financial statements that are publicly available as filed with the Securities and Exchange Commission by Tenant or publicly available on Tenant’s investor relations website shall be sufficient to satisfy the requirements of this Section 12.3 . In the event that Tenant is not a publicly traded company at any time during this Lease, then, in such event, Tenant shall, upon ten (10) business

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days’ prior notice from Landlord, provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to the then current calendar year for Tenant. Such statements shall be prepared in accordance with generally accepted accounting principles, consistently applied, and, if audited in the ordinary course of Tenant’s business, shall be audited by an independent certified public accountant (and if not so audited, shall be certified as true and correct by the appropriate officer of Tenant).

13. SURRENDER OF PREMISES; HOLDING OVER.

13.1. Tenant’s Method of Surrender . Upon the expiration of the Term of this Lease, or upon any earlier termination of this Lease or the termination of Tenant’s right to possess the Premises, Tenant shall, subject to the provisions of this Article 13, quit and surrender possession of the Premises to Landlord in good working order and clean condition, reasonable wear and tear excepted, and with all of the items described in Section 13.2 below removed from the Premises.

13.2. Removal and Restoration . All Alterations shall become a part of the Premises and shall become the property of Landlord upon the expiration or earlier termination of this Lease, unless Landlord shall, by written notice given to Tenant, require Tenant to remove some or all of Tenant’s Alterations. Tenant agrees that, upon the expiration or earlier termination of this Lease, Tenant (or, failing which, a contractor designated by Landlord) shall, at Tenant’s sole cost and expense, promptly remove: (a) all of Tenant’s Alterations designated for removal by Landlord and (b) all of Tenant’s Personal Property (and any other items of equipment and personal property not belonging to Landlord), and shall restore those portions of the Building, the Datacenter and/or the Premises damaged by such removal of (or by the initial installation of) such Tenant’s Alterations and Tenant’s Personal Property to their condition immediately prior to the installation or placement of such items, normal wear and tear excepted. If Tenant fails to promptly remove any such Tenant’s Alterations or Tenant’s Personal Property (and/or any other equipment or property not belonging to Landlord) pursuant to this Section 13.2 , Landlord shall have the right to remove such Tenant’s Alterations and/or Tenant’s Personal Property (and/or other equipment or property not belonging to Landlord) and to restore those portions of the Building, the Datacenter, and/or the Premises damaged by such removal to their condition immediately prior to the installation or placement of such Tenant’s Alterations and/or Tenant’s Personal Property (and/or other equipment or property not belonging to Landlord), in which case Tenant agrees to reimburse Landlord within thirty (30) days of Landlord’s written invoice therefor, for all of Landlord’s costs of removal and restoration plus an administrative fee equal to ten percent (10%) of such cost. In addition, if any Tenant’s Personal Property (and/or any other equipment or property not belonging to Landlord) remains in the Premises after the expiration of or any earlier termination of Tenant’s right to possess the Premises, and Tenant fails to remove or recover from Landlord such property within ten (10) business days after written notice to Tenant, Tenant shall be deemed to have authorized Landlord to make such disposition of such property as Landlord may desire without liability for compensation or damages to Tenant in the event that such property is the property of Tenant; and in the event that such property is the property of someone other than Tenant, Tenant shall indemnify, defend and hold the Landlord Parties harmless from all Claims arising out of, in connection with, or in any manner related to any removal, exercise or dominion over and/or disposition of such property by Landlord.

13.3. Holding Over . If Tenant fails to surrender the entire Premises in accordance with this Lease (including, without limitation, Sections 13.1 and 13.2 , above), or otherwise holds possession of the Premises (or any portion thereof) after the expiration or termination of the Term of this Lease with respect thereto, Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to term and Base Rent. During such holdover period, Tenant shall pay to Landlord monthly Base Rent at the Holdover Base Rental Rate. The monthly Base Rent payable for such holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession. Neither any provision hereof nor any acceptance by Landlord of any rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result in a renewal of this Lease or an extension of the Term, or any waiver of any of Landlord’s rights or remedies with respect to such holdover. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all Claims (including, without limitation, all lost profits and other consequential damages, attorneys’ fees, consultants’ fees and court costs) incurred or suffered by or asserted against Landlord by reason of Tenant’s failure to surrender the Premises in accordance with the provisions of this Lease on the expiration or earlier termination of this Lease.

14. WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.

14.1. Waiver . Except to the extent caused by the gross negligence or willful misconduct of Landlord as determined by a court of competent jurisdiction, Tenant hereby waives all claims and causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (including, without limitation, loss of profits and intangible property) in any way relating to Tenant’s use and occupancy of the Premises.

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14.2. Indemnification .

14.2.1. Except to the extent caused by the active negligence or willful misconduct of Landlord as determined by a court of competent jurisdiction, Tenant hereby agrees to indemnify, defend, and hold Landlord and the other Landlord Parties harmless from and against (and to reimburse Landlord and the other Landlord Parties for) any and all Claims arising from, in connection with, or in any manner relating to (or alleged to arise from, to be in connection with, or to be in any manner related to): (a) the use or occupancy of the Premises or any portion of the Datacenter, the Building or the Project by Tenant or any other Tenant Party), (b) the acts or omissions of Tenant or any Tenant Party, (c) any Event of Default of this Lease by Tenant, (d) the content of any communications transmitted (directly or indirectly) to, through or by Tenant or any other Tenant Party or any of its (or their) Equipment or other Tenant’s Personal Property and connections, and interconnections, or (e) any dispute, litigation or other proceedings between Tenant or any other Tenant Party and any third party, including, but not limited to, any claims by any third parties that relate in any manner to the use of the Premises, the content of any communications transmitted (directly or indirectly) to, through or by Tenant or any other Tenant Party and/or the business operations of Tenant or any other Tenant Party. If any action or proceeding is brought against Landlord or any other Landlord Party by reason of any such Claim, upon written notice from Landlord, Tenant shall defend such action or proceeding at Tenant’s cost and expense by counsel reasonably approved by Landlord.

14.2.2. Subject to Section 16.2 below and except to the extent caused by any matter against which Tenant has agreed to indemnify Landlord under this Lease, Landlord hereby agrees to indemnify, defend, and hold harmless Tenant and the other Tenant Parties from and against (and to reimburse Tenant and the other Tenant Parties) for any and all Claims to the extent arising from or in connection with (or alleged to arise from, to be in connection with) the gross negligence or willful misconduct of Landlord or any other Landlord Party. If any action or proceeding is brought against Tenant or any other Tenant Party by reason of any such Claim, upon written notice from Tenant, Landlord shall defend such action or proceeding at Landlord’s cost and expense by counsel reasonably approved by Tenant.

14.2.3. Nothing contained in this Section 14.2 shall be interpreted or used to in any way affect, limit, reduce or abrogate any insurance coverage provided by any insurer to either Tenant or Landlord.

14.3. Tenant’s Insurance . Tenant shall, at Tenant’s expense, procure and maintain throughout the Term of this Lease a policy or policies of insurance in accordance with the terms and requirements set forth in Exhibit “F” to this Lease. Tenant hereby waives its rights against the Landlord Parties with respect to any claims, damages or losses (including any claims for bodily injury to persons and/or damage to property) which are caused by or result from: (a) risks insured against under any insurance policy carried by Tenant at the time of such claim, damage, loss or injury, or (b) risks which would have been covered under any insurance required to be obtained and maintained by Tenant under this Lease had such insurance been obtained and maintained as required. The foregoing waivers shall be in addition to, and not a limitation of, any other waivers or releases contained in this Lease. For the avoidance of doubt, Landlord shall not be obligated to carry insurance on Tenant’s Personal Property.

14.4. Landlord’s Insurance . During the Term, Landlord agrees to carry and maintain “all risk” property insurance (with full replacement cost coverage) covering the Project, the Building and Landlord’s property therein. For the avoidance of doubt, Landlord shall not be obligated to carry insurance on Tenant’s Personal Property.

15. TENANT DEFAULT.

15.1. Events of Default . Each of the following acts or omissions of Tenant or occurrences shall constitute an “ Event of Default ”:

15.1.1. Any failure or refusal by Tenant to timely pay any Rent, or any portion thereof, if such failure or refusal continues for five (5) business days following Landlord’s delivery to Tenant of written notice of such failure or refusal.

15.1.2. Any failure or refusal by Tenant to perform or observe any other covenant or condition of this Lease (including, without limitation, in the Datacenter Rules and Regulations) to be performed or observed by Tenant (other than those described in Section 15.1.1 , above or Sections 15.1.3, 15.1.4, or 15.1.5 , below) if such failure or refusal continues for a period of ten (10) business days after Landlord’s delivery to Tenant of written notice of such failure or refusal; provided, however, that in the event Tenant’s failure or refusal to perform or observe any covenant or condition of this Lease to be performed or observed by Tenant cannot reasonably be cured within ten (10) business days following written notice to Tenant, no Event of Default shall occur if Tenant commences to cure such failure or refusal within the ten (10) day period and thereafter diligently prosecutes the curing thereof to completion within sixty (60) days following such written notice.

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15.1.3. Any failure or refusal by Tenant to execute and deliver any statement or document described in Article 12 that is requested to be so executed and delivered by Landlord within the time periods specified in Article 12 applicable thereto, if such failure continues for three (3) days after Landlord’s delivery to Tenant of written notice of such failure.

15.1.4. The filing or execution or occurrence of any one of the following: (a) a petition in bankruptcy or other insolvency proceeding by or against Tenant, (b) a petition or answer seeking relief under any provision of the Bankruptcy Act, (c) an assignment for the benefit of creditors, (d) a petition or other proceeding by or against Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any of Tenant’s property, or (e) a proceeding by any Governmental Authority for the dissolution or liquidation of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern.

15.1.5. Any default by Tenant or any Affiliate of Tenant under any other lease or agreement with Landlord or any Affiliate of Landlord, now existing or hereafter entered into, including, without limitation, the [***] Lease, that continues beyond the applicable notice and cure period that is set forth in such other lease or agreement, provided that such lease or agreement is invoiced on one form with either this Lease or the [***] Lease.

The parties hereto acknowledge and agree that all of the notice periods provided in this Section 15.1 are in lieu of, and not in addition to, the notice requirements of any Laws.

15.2. Remedies . Upon the occurrence of any Event of Default by Tenant, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity, the option to pursue any one or more of the remedies described in Paragraph 1 of Exhibit “G” attached hereto and incorporated herein by this reference, each and all of which shall, subject to applicable law, be cumulative and nonexclusive, without any notice or demand whatsoever (and all of the other provisions of Paragraph 1 of Exhibit “G” shall apply to an Event of Default by Tenant hereunder).

16. LANDLORD DEFAULT; LIMITATION OF LANDLORD’S LIABILITY.

16.1. Landlord Default . Landlord’s failure to perform or observe any of its obligations under this Lease shall constitute a default by Landlord under this Lease (a “ Landlord Default ”) if such failure shall continue for a period of thirty (30) days (or the additional time, if any, that is reasonably necessary promptly and diligently to cure the failure) after Landlord receives written notice from Tenant specifying the default, which notice shall describe in reasonable detail the nature and extent of the failure and shall identify the Lease provision(s) containing the obligation(s) in question. Before pursuing any remedy for any alleged Landlord Default, Tenant shall give each Notified Party written notice of such alleged Landlord Default, and each Notified Party shall thereafter have thirty (30) days within which to cure or correct such alleged Landlord Default (or if such failure cannot be cured or corrected within that time, then such additional time as may be necessary to cure or correct such alleged Landlord Default, not to exceed ninety (90) days). Subject to the remaining provisions of this Lease, following the occurrence of any such Landlord Default, Tenant shall have the right to pursue any remedy available under Law for such default by Landlord; provided, however, that in no case shall Tenant have any right to terminate this Lease on account of any such Landlord Default.

16.2. Landlord’s Liability . In consideration of the benefits accruing under this Lease to Tenant and notwithstanding anything to the contrary in any of the Lease Documents, it is expressly understood and agreed by and between the parties to this Lease that: (a) the recourse of Tenant or its successors or assigns against Landlord (and the liability of Landlord to Tenant, its successors and assigns) with respect to any actual or alleged breach by Landlord of (or that is otherwise related to) Landlord’s Lease Undertakings shall be limited solely to an amount equal to Landlord’s equity interest in the Building; (b) Tenant shall have no recourse against any other assets of the Landlord Parties; (c) except to the extent of Landlord’s interest in the Building (to the extent provided above), no personal liability or personal responsibility of any sort with respect to any of Landlord’s Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, any of the Landlord Parties, and (d) at no time shall Landlord be responsible or liable to Tenant for any lost profits, lost economic opportunities or any form of consequential damages as the result of any actual or alleged breach by Landlord of (or that is otherwise related to) Landlord’s Lease Undertakings.

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[***]

Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

16.3. Landlord not Responsible for Content . Notwithstanding anything to the contrary in this Lease, it is understood and agreed that Landlord shall have no liability or responsibility for the content of any communications transmitted via third party services. Landlord does not operate or control the information, services, opinions or other content of third party services that may utilize equipment in the Project, the Campus, the Building or the Datacenter or provide services therein. Tenant agrees that it shall make no Claim whatsoever against Landlord that in any manner relates to the content of any such services or with respect to any information, product, service or software ordered through or provided by virtue of such third party services.

17. MISCELLANEOUS.

17.1. Incorporation of Exhibits . All of the terms and conditions of all of the Exhibits to this Lease are hereby incorporated into this Lease.

17.2. Entire Agreement; Amendment; Successors; Survival . This Lease, along with any Lease Documents attached hereto or referred to herein, all of which are hereby incorporated into this Lease by this reference, contains all of the agreements and understandings relating to the leasing or use of the Premises, the Meet Me Room and the Datacenter and the obligations of Landlord and Tenant in connection with such leasing and/or use. Landlord has not made, and Tenant is not relying upon, any warranties, or representations, promises or statements made by Landlord or any agent of Landlord, except as expressly set forth herein. This Lease supersedes any and all prior agreements and understandings between Landlord and Tenant and alone expresses the agreement of the parties with respect to the leasing or use of the Premises, the Meet Me Room and the Datacenter and the obligations of Landlord and Tenant in connection with such leasing and/or use. This Lease shall not be amended, changed or modified in any way unless in writing executed by Landlord and Tenant. Neither party shall have waived or released any of its rights hereunder unless in writing and executed by the waiving party. Except as expressly provided herein, this Lease and the obligations of Landlord and Tenant contained herein shall bind or inure to the benefit of Landlord and Tenant and their respective successors and assigns, provided this clause shall not permit any Transfer by Tenant contrary to the provisions of Article 11 . Any obligations of a party accruing prior to the expiration of this Lease shall survive the termination of this Lease, and such party shall promptly perform all such obligations whether or not this Lease has expired. Without limiting the generality of the foregoing, it is expressly agreed that the following provisions of the Lease shall survive the expiration or any earlier termination of this Lease: Article 5 (Taxes on Tenant’s Personal Property; Other Taxes), Article 6 (Security Deposit); Section 7.3.2 (Hazardous Materials), Section 9.5 (Encumbrances), Article 13 (Surrender of Premises; Holding Over), Section 14.1 (Waiver), Section 14.2 (Indemnity), Section 16.2 (Landlord’s Liability), Section 16.3 (Landlord not Responsible for Content), Section 17.9 (Governing Law), Section 17.11 (Attorneys’ Fees and Costs), Section 17.12 (Waiver of Right to Jury Trial), Section 17.16 (Brokers), and Paragraphs 3 and 4 of Exhibit “E” .

17.3. Interpretation . Tenant acknowledges that it has read and reviewed this Lease and that it has had the opportunity to confer with counsel in the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties. All captions, headings, titles, numerical references and computer highlighting are for convenience only and shall have no effect on the interpretation of this Lease. All terms and words used in this Lease, regardless of the number or gender in which they are used, shall be deemed to include the appropriate number and gender, as the context may require. Each covenant, agreement, obligation or other provision of this Lease to be performed by Tenant are separate and independent covenants of Tenant, and not dependent on any other provision of this Lease. Time is of the essence of this Lease and the performance of all obligations hereunder. In the event any provision of this Lease is found to be unenforceable, the remainder of this Lease shall not be affected, and any provision found to be invalid shall be enforceable to the extent permitted by law. The parties agree that in the event two different interpretations may be given to any provision hereunder, one of which shall render the provision unenforceable, and one of which shall render the provision enforceable, the interpretation rendering the provision enforceable shall be adopted.

17.4. No Partnership or Joint Venture; No Third Party Beneficiaries . Nothing contained in this Lease shall be deemed or construed to create the relationship of principal and agent, or partnership, or joint venturer, or any other relationship between Landlord and Tenant other than landlord and tenant. Landlord shall have no obligations hereunder to any person or entity other than Tenant or any person or entity claiming through Tenant, and no other parties shall have any rights hereunder as against Landlord. For the avoidance of doubt, it is understood and agreed that Persons that are Landlord Parties are intended third party beneficiaries of and shall have the right to enforce Sections 14.1.1 , 14.2.1 , 14.3 and 16.2 above.

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17.5. Notices . Except as provided in Section 17.6 below, any notice which may or shall be given under the provisions of this Lease shall be in writing and may be delivered: (a) by hand delivery or personal service, (b) by a reputable overnight courier service which provides evidence of delivery, (c) by electronic mail and (d) by telecopy (so long, in the case of electronic mail or telecopy, as a confirming copy is forwarded by a reputable overnight courier service within twenty-four (24) hours thereafter), if to Landlord, to the Building office and at the address specified in Exhibit “B” , or if to Tenant, at the address specified in Item 3 of the Basic Lease Information, or at such other addresses as either party may have theretofore specified by written notice delivered in accordance herewith. Such address may be changed from time to time by either party by giving notice as provided herein. Any notice shall be deemed to have been served at the time the same was received (or at the time delivery was rejected). If the term Tenant as used in this Lease refers to more than one (1) Person and notice given as aforesaid to any one of such Persons shall be deemed to have been duly given to Tenant. Notwithstanding anything in this Lease to the contrary, any Legal Notices shall only be required to be delivered or otherwise transmitted to Tenant at the Premises (whether or not Tenant shall have abandoned or departed from the same), provided that Landlord shall promptly send a courtesy copy of any such Legal Notices to Tenant at any other address for notice Tenant shall have provided to Landlord. Any notice shall be deemed to have been served at the time the same was received (or at the time delivery was rejected).

17.6. Critical Response Notifications . Notwithstanding anything to the contrary contained herein, if (a) any breach of security in the Premises shall occur or (b) any service interruption shall occur (a “ Critical Response Notice Event ”), then: (i) Tenant shall immediately provide notice to Landlord: (A) via telephone to Landlord’s facility manager at [***] and (B) via email to [***] , or such other number and/or email address as Landlord shall from time to time notify Tenant in writing (“ Landlord’s Emergency Contacts ”) and (ii) unless Tenant shall have previously received notice of such Critical Response Notice Event, Landlord shall immediately provide notice to Tenant: (A) via telephone at [***] and (B) via email to [***] or such other number(s) and/or email address(es) as Tenant shall from time to time notify Landlord in writing (“ Tenant’s Emergency Contacts ”).

17.7. Force Majeure . A party shall incur no liability to the other party with respect to, and shall not be responsible for any failure to perform, any of its obligations hereunder if such failure is caused by any reason beyond the reasonable control of the party obligated to perform such obligations, including, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, or statute, or by fire, earthquake, or civil commotion (collectively, “ Force Majeure ”). For the avoidance of doubt, Force Majeure shall not include interruptions in business processes that can be resumed with minimal effort such as accessing the Internet or other business tools from locations other than the business address. The amount of time for a party to perform any of its obligations (other than payment obligations) shall be extended by the amount of time it is delayed in performing such obligation by reason or any force majeure occurrence whether similar to or different from the foregoing types of occurrences.

17.8. Transfer of Landlord’s Interest . Landlord and each successor to Landlord shall be fully released from the performance of Landlord’s obligations under the Lease Documents upon their transfer of Landlord’s interest in the Project to a third party except for any obligations that accrued prior to the date of transfer. Landlord shall not be liable for any obligation under the Lease Documents after a transfer of its interest in the Project and Tenant agrees to look solely to the successor in interest of Landlord in and to this Lease for all obligations and liabilities accruing on or after the date of such transfer provided that the transferee assumes in writing all of Landlord’s ongoing obligations under this Lease arising on or after the date of such transfer. If any security has been given by Tenant to secure the faithful performance of any of the covenants of this Lease, Landlord shall transfer or deliver said security, as such, to Landlord’s successor in interest and thereupon Landlord shall be discharged from any further liability with regard to said security. In addition, subject to the terms set forth herein, it is understood and agreed that Landlord shall have the right, from time to time, to assign its interest in this Lease in whole or, to a wholly owned subsidiary, in part.

17.9. Prohibition Against Recording . Neither this Lease nor any memorandum, affidavit or other writing with respect to (or evidencing the existence of) this Lease shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant.

17.10. Governing Law . This Lease shall be governed by, and construed in accordance with, the laws of the State. It is mutually agreed that in the event Landlord commences any summary proceeding for non-payment of Rent, Tenant shall not interpose any counterclaim (other than any compulsory counterclaims) of whatever nature or description in any such proceeding. The foregoing shall not be construed to prevent Tenant from bringing a separate action related to such counterclaims. In addition, Tenant hereby submits to local jurisdiction in the State and agrees that any action by Tenant against Landlord shall be instituted in the State and that Landlord shall have personal jurisdiction over Tenant for any action brought by Landlord against Tenant in the State.

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

17.11. Attorneys’ Fees and Costs . If either Landlord or Tenant shall commence any action or other proceeding against the other arising out of, or relating to, this Lease or the Premises, the prevailing Party shall be entitled to make a claim for its reasonable attorneys’ fees in the event that the non-prevailing Party’s position in such dispute is deemed to be specious or frivolous.

17.12. Waiver of Right to Jury Trial . IN ORDER TO LIMIT THE COST OF RESOLVING ANY DISPUTES BETWEEN THE PARTIES, AND AS A MATERIAL INDUCEMENT TO EACH PARTY TO ENTER INTO THIS LEASE, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH EXPRESSLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OF, IN CONNECTION WITH, OR IN ANY MANNER RELATED TO THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES. THE FILING OF A CROSS-COMPLAINT BY ONE AGAINST THE OTHER IS SUFFICIENT TO MAKE THE PARTIES “ADVERSE.”

17.13. Access by Landlord . Landlord, Landlord’s agents and employees shall have the right to enter upon any and all parts of the Premises at any reasonable time upon prior reasonable oral or written notice (except in the case of an emergency, when no prior notice shall be required but Tenant shall be notified of such entry as soon after as is practical, or as otherwise set forth below) to examine the condition thereof, to clean, to make any repairs, alterations or additions required to be made by Landlord hereunder, to determine whether Tenant is complying with all of its obligations under this Lease, to exercise any of Landlord’s rights or remedies hereunder and for any other reasonable purpose necessary to comply with Landlord’s obligations under this Lease, as reasonably determined by Landlord. Landlord shall notify Tenant (and allow Tenant reasonable opportunity to arrange a Tenant escort) of Landlord’s intention to show the Premises to prospective purchasers or prospective or current mortgage lenders (or, during the last nine (9) months of this Lease, to prospective tenants, provided that Landlord shall seek Tenant’s consent, not to be unreasonably withheld, prior to Landlord entering the Premises to show it to any Tenant Competitors). Notwithstanding the foregoing, Tenant understands and agrees that Landlord’s technical staff may enter the Premises periodically in connection with routine visual inspections of equipment and monitors in the Datacenter Space without prior notice to Tenant; however, Landlord shall only conduct such inspections per a pre-approved (approval not to be unreasonably withheld) method of operation document (“ MOP ”) and notwithstanding the foregoing, Landlord shall provide notice as set forth in this Section 17.13 if it enters the Datacenter Space to perform physical work on equipment. Upon request, Landlord shall provide Tenant with (a) a list of the titles of Landlord’s operations personnel (both employees and subcontractors) who require access to the Premises to perform Landlord’s obligations under this Lease and (b) a log of all Persons who have been provided unescorted access to the Premises within the last thirty (30) days. In connection with Landlord’s rights hereunder, Landlord shall at all times have and retain keys, pass keys and/or other access devices or credentials with which to unlock all of the doors in, on or about the Premises, and Landlord shall have the right to use any and all means by which Landlord may deem proper to open such doors to obtain entry to the Premises. Notwithstanding anything herein to the contrary, except for emergencies, Landlord shall use reasonable efforts to minimize disruption of Tenant’s business or occupancy during such entries.

17.14. Rights Reserved by Landlord . Landlord reserves the following rights exercisable without notice (except as otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for set-off or abatement of Rent: (a) to change the name or street address of the Datacenter, the Building, the Campus and/or the Project; (b) to install, affix and maintain all signs on the exterior and/or interior of the Datacenter, the Building, the Campus and/or the Project; (c) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Datacenter, the Building, the Campus and/or the Project, and/or to make such alterations to the Datacenter (and/or the electrical or mechanical systems serving the Datacenter), the Building, the Campus and/or the Project as Landlord deems desirable, provided that the same does not materially and adversely affect Tenant’s access to or use of the Premises; (d) to install, operate and maintain systems which monitor, by closed circuit television or otherwise, all persons entering or leaving the Datacenter, the Building, the Campus and/or the Project; (e) to install and maintain pipes, ducts, conduits, wires and structural elements located in the Datacenter or the Premises and which serve other parts or other tenants or occupants of the Datacenter, the Building, the Campus and/or the Project; (f) the right to determine, in its sole discretion, which telecommunications providers shall be permitted access to the Building, the Campus and/or the Project, provided that Landlord shall provide Tenant with fourteen (14) days prior notice if an existing telecommunications provider utilized by Tenant shall not longer be provided such access; (g) the right to contract with different electricity providers from time to time in its sole discretion, and without reference to whether any electricity provider selected by Landlord provides lower rates than any other electricity supplier; and (h) the absolute right to lease space in the Datacenter, the Building, the Campus and the Project and to create such other tenancies in the Datacenter, the Building, the Campus and the Project as Landlord, in its sole business judgment, shall determine is in the best interests of the Campus and/or the Project (and Landlord does not represent and Tenant does not rely upon any specific type or number of tenants occupying any space in the Datacenter, the Building, the Campus and the Project during the Term of this Lease).

17.15. Confidentiality . The parties each agrees that: (a) all of the Landlord Confidential Information and Tenant Confidential Information (collectively referred to herein as “ Confidential Information ”) is confidential and constitutes proprietary information of the other party and (b) it shall not disclose, and it shall cause its partners, officers, directors, shareholders, employees, brokers and attorneys not to disclose (unless required by Law and/or a court of competent jurisdiction) any Confidential Information of the other party to any other Person (except its attorneys and other agents that have agreed to treat such information as confidential and not to disclose it to third parties)

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without first obtaining the prior written consent of the disclosing party, which may be withheld in the disclosing party’s sole discretion. Notwithstanding anything to the contrary in this Lease, information shall not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Lease by the receiving party; or (iii) was independently developed by the receiving party prior to disclosure to such party. Each party may disclose the other party’s Confidential Information where: (A) the disclosure is required by Law or by an order of a court or other governmental body having jurisdiction after giving reasonable notice to the other party with adequate time for such other party to seek a protective order or (B) the disclosure is reasonably necessary and is to that party’s or its affiliates’ employees, officers, directors, attorneys, accountants, consultants and other advisors, or to Landlord’s mortgage lender and its counsel, or the disclosure is otherwise necessary for a party to exercise its rights and perform its obligations under this Lease, so long as in all cases the disclosure is no broader than necessary and the party who receives the disclosure agrees prior to receiving the disclosure to keep the information confidential. In addition, if this Lease, or portions thereof, are required under applicable Laws to be disclosed as part of an exhibit to a Party’s required public disclosure documents, the affected Party shall notify the other Party in advance and in writing (and such other Party shall have the right to object or otherwise seek confidential treatment of this Lease). Each party is responsible for ensuring that any Confidential Information of the other party that it discloses pursuant to this Section 17.15 is kept confidential by the person receiving the disclosure, and to the extent practical, shall cause any party to which it discloses the other party’s Confidential Information to execute a commercially reasonable non-disclosure agreement.

17.16. Brokers . Each party hereto represents to the other that it has not engaged, dealt with or been represented by any broker or finder in connection with this Lease other than the brokers specified in Items 13(a) and 13(b) of the Basic Lease Information. Landlord and Tenant shall each indemnify, defend (with legal counsel reasonably acceptable to the other) and hold harmless the other party from and against all Claims (including attorneys’ fees and all litigation expenses) related to any claim made by any other person or entity for any commission or other compensation in connection with the execution of this Lease or the leasing of the Premises to Tenant if based on an allegation that claimant dealt through the indemnifying party.

17.17. Data Protection Requirements . To the extent Landlord collects any Personal Information in connection with access by the Tenant Parties to the Campus, the Buildings and/or the Premises, Landlord agrees to comply with the Box Service Provider Requirements attached to this Lease as Exhibit “L” . For purposes of this Section 17.17 , “ Personal Information ” means any information collected by a Party in connection with this Lease (a) that identifies or can be used to identify, contact, or locate the person to whom such information pertains or (b) from which identification or contact information of an individual person can be derived. Landlord and Tenant agree that Landlord shall only collect Personal Information in connection with access by the Tenant Parties to the Campus, the Buildings and/or the Premises.

17.18. Examination of Lease . The submission of this Lease to Tenant or its broker or other agent, does not constitute an offer to Tenant to lease the Premises. This Lease shall have no force and effect until it is executed by both parties.

17.19. Authority . If Tenant signs as a corporation, partnership, limited liability company or other similar entity, each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing entity, that Tenant has and is qualified to do business in State, that Tenant has full right and authority to enter into this Lease, and that each of both of the persons signing on behalf of Tenant are authorized to do so. Upon Landlord’s request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and warranties. The person executing this Lease on behalf of Landlord hereby covenants and warrants that Landlord has full right and authority to enter into this Lease and that the person signing on behalf of Landlord is authorized to do so.

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17.20. Counterparts; Execution by Facsimile . This Lease may be executed in one or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. Each of the parties hereto agree that the delivery of an executed copy of this Lease by facsimile or email shall be legal and binding and shall have the same full force and effect as if an original executed copy of this Lease had been delivered. Tenant’s online acceptance of any or all portions of this Lease (including but not limited to any of the Exhibits to this Lease) shall be deemed an execution for purposes of the preceding sentence, and Tenant shall not have the right to object to the manner (i.e., online acceptance, electronic signatures, fax, or scanned images of signature pages) in which this Lease was executed as a defense to the enforcement of this Lease.

IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the Effective Date.

LANDLORD :

VANTAGE DATA CENTERS [***], LLC , a Delaware limited liability company

By:	VANTAGE DATA CENTERS MANAGEMENT COMPANY, LLC , a Delaware limited liability company its authorized agent

	By:	/s/ Sureel Choksi
		Sureel Choksi, Chief Executive Officer

	Date:	July 26, 2016

TENANT :

BOX, INC., a Delaware corporation

By:	/s/ Aaron Levie	By:	/s/ Dylan Smith
Name:	Aaron Levie	Name:	Dylan Smith
Title:	CEO	Title:	CFO
Date:	July 27, 2016	Date:	July 27, 2016

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Information has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT “A”

DESCRIPTION OF PROJECT; BUILDING

That certain data center telecommunications project commonly known as Vantage Data Centers [***] (the “ Project ”), which Project includes the building (the “ Building ”) located at and commonly known as [***] and the land (“ Land ”) on which such Building (and other improvements relating to such Building) are located. For the avoidance of doubt, as used herein, Project shall not include the building (the “ [***] ”) located at and commonly known as [***], the building (the “ [***] ”) located at and commonly known as [***] or the building (the “ [***] ”) located at and commonly known as [***] and the land on which such [***] (and other improvements relating to such [***]),[***] (and other improvements relating to such [***]) or [***] (and other improvements relating to such [***]) are located).

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EXHIBIT “B”

LANDLORD’S ADDRESSES

Landlord’s Address for Notices :	V a n ta ge D at a C e n ter s [***], LLC	And with copies of any legal notices to :
	c/o Vantage Data Centers Management
	Company, LLC [*] Attn: [] Email: [**]	HV Law LLC P.O. Box 744 Littleton, CO 80160-0744 Attention: [*] Email: [*]

Landlord’s Address for Payment of Rent :	ACH/Wire Payments :
	JPMorgan Chase Bank, N.A. 700 Market Street San Francisco, CA 94102 Account Name: Vantage Data Centers Management Company, LLC Regarding/Reference: [*]/BOX Routing Number: [] Account Number: [**]

	Check Payments :
	c/o Vantage Data Centers Management Company, LLC PO Box 101103 Pasadena, CA 91189-1103

	Overnight Address :
	c/o Vantage Data Centers Management Company, LLC PO Box 101103 Pasadena, CA 91189-1103

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EXHIBIT “C-1”

DEPICTION OF DATACENTER AND DATACENTER SPACE

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EXHIBIT “C-2”

DEPICTION OF SUPPORT SPACE

(Office Space - Page 1 of 2)

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EXHIBIT “C-2”

DEPICTION OF SUPPORT SPACE

(Storage Space – Page 2 of 2)

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EXHIBIT “D-1”

DEPICTION OF MEET ME ROOMS IN THE BUILDING

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EXHIBIT “D-2”

DEPICTION OF MEET ME ROOMS IN THE [***]

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EXHIBIT “E”

ADDITIONAL RENT; INSURANCE AND PROPERTY TAX ESCALATIONS

1. Definitions .

1.3. “ Interest Rate ” means an annual rate of interest equal to the Reference Rate plus two percent (2%).

1.4. “ Expense Year ” means, with respect to Property Taxes and Insurance, the applicable twelve (12) month period falling in whole or in part during any portion of the Term.

2. Calculation Methods and Adjustments .

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Comparison Year the amount of such Tax Reduction is decreased (other than to the extent by virtue of the application of the annual percentage increase (presently 2.0%) in Property Taxes currently provided by statute (or any substitute therefor hereafter adopted)), for purposes of calculation of excess Property Taxes for such subsequent Comparison Year, the Base Year Tax Reduction shall be correspondingly decreased. Property Taxes allocable to the Base Year shall not include any Property Taxes or any taxes, assessments, costs charges or fees not applicable following the Base Year.

3. Payment Procedure; Estimates .

3.1. During each Expense Year, Landlord may elect to give Tenant written notice of its estimate of any amounts payable under Section 4.1.3 of the Standard Lease Provisions for that Expense Year. On or before the first day of each calendar month during such Expense Year, Tenant shall pay to Landlord one-twelfth (1/12 ^th ) of such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such Expense Year, and all subsequent payments under this Paragraph 3.1 of this Exhibit “E” by Tenant for such Expense Year shall be based upon such revised estimate.

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EXHIBIT “F”

INSURANCE REQUIREMENTS

1. Policies .

1.1 Property Insurance . At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense, “All-Risk” (and at Landlord’s option earthquake, earthquake sprinkler leakage and/or flood) property insurance, in an amount not less than one hundred percent (100%) of replacement cost covering the full replacement value of all of Tenant’s Personal Property in the Premises. The proceeds of such insurance shall be used for the repair and replacement of the property so insured, except if this Lease is terminated.

1.2 Business Interruption Insurance . At all times during the Term of this Lease, Tenant shall procure and maintain business interruption insurance in such amount as shall reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against in Paragraph 1.1 of this Exhibit “F” for a period of not less than twelve (12) months.

1.3 Liability Insurance .

1.4 Workers’ Compensation; Employer’s Liability Insurance . At all times during the Term of this Lease, Tenant shall procure and maintain Workers’ Compensation Insurance in accordance with the laws of the state in which the Project is located and Employer’s Liability insurance with a limit not less than $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.

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EXHIBIT “G”

CALIFORNIA STATE LAW PROVISIONS

1. Remedies for Events of Default .

1.1 Landlord’s Right to Terminate upon Event of Default . If any Event of Default shall occur, Landlord shall have the right to terminate this Lease and recover possession of the Premises by giving written notice to Tenant of Landlord’s election to terminate this Lease, in which event Landlord shall be entitled to receive from Tenant: (a) the worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus (b) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, which was actually and reasonably accrued by Landlord; and (e) at Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by Laws. As used in clauses (a) and (b), above, “worth at the time of award” shall be computed by allowing interest at the Default Rate. As used in clause (c), above, “worth at the time of award” shall be computed by discounting such amount at the Discounting Rate (defined below). As used herein, the term “Discounting Rate” means the Reference Rate plus one percent (1%).

1.2 Landlord’s Right to Continue Lease upon Tenant Default . In the event of a default of this Lease and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Paragraph 1.1, above, Landlord may from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without limiting the foregoing, Landlord shall have the remedy described in California Civil Code Section 1951.4 (Landlord may continue this Lease in effect after Tenant’s breach and abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations). To the fullest extent permitted by Law, the proceeds of any reletting shall be applied: (a) first to pay to Landlord all costs and expenses of such reletting (including without limitation, costs and expenses of retaking or repossessing the Premises, removing persons and property therefrom, securing new tenants, including expenses for refixturizing, alterations and other costs in connection with preparing the Premises for the new tenant, and if Landlord shall maintain and operate the Premises, the costs thereof) and receivers’ fees incurred in connection with the appointment of and performance by a receiver to protect the Premises and Landlord’s interest under this Lease and any necessary or reasonable alterations; (b) second, to the payment of any indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder; (c) third, to the payment of Rent due and unpaid hereunder; and (d) the residue, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable, and Tenant shall not be entitled to receive any portion of such revenue. No re- entry or taking of possession of the Premises by Landlord pursuant to this Paragraph 1.2 shall be construed as an election to terminate this Lease unless a written notice of such election shall be given to Tenant or unless the termination thereof is decreed by a court of competent jurisdiction. Notwithstanding any reletting without termination by Landlord, Landlord may, at any time after such reletting, elect to terminate this Lease for any such Event of Default. Upon the occurrence of an Event of Default by Tenant under Section 15.1 of the Standard Lease Provisions, if the Premises or any portion thereof are sublet, Landlord, in addition and without prejudice to any other remedies herein provided or provided by Laws, may, at its option, collect directly from the sublessee all rentals becoming due to the Tenant and apply such rentals against other sums due hereunder to Landlord.

1.3 Efforts to Relet . For the purposes of this Exhibit “G” , Tenant’s right to possession shall not be deemed to have been terminated by efforts of Landlord to relet the Premises (or any portion thereof), by its acts of maintenance or preservation with respect to the Premises (or any portion thereof), or by appointment of a receiver to protect Landlord’s interests hereunder. The foregoing enumeration is not exhaustive, but merely illustrative of acts that may be performed by Landlord without terminating Tenant’s right to possession.

1.4 Waiver of Right of Redemption . Tenant hereby waives for Tenant and for all those claiming under Tenant all right now or hereafter existing to redeem by order or judgment of any court or by any legal process or writ, Tenant’s right of occupancy of the Premises after any termination of this Lease. Notwithstanding any provision of this Lease to the contrary, the expiration or termination of this Lease and/or the termination of Tenant’s rights to possession of the Premises shall not discharge, relieve or release Tenant from any obligation or liability whatsoever under any indemnity provision of this Lease, including without limitation the provisions of Section 14.2 of the Standard Lease Provisions.

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1.5 Cumulative Remedies; Equitable Relief . The specific remedies to which Landlord may resort under the provisions of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any breach or threatened breach by Tenant of any provisions of this Lease. In addition to the other remedies provided in this Lease, subject to Laws, Landlord shall be entitled to a restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease or to a decree compelling specific performance of any such covenants, conditions or provisions.

1.6 Tenant’s Waiver . Tenant acknowledges that Landlord has entered into this Lease in reliance upon, among other matters, Tenant’s agreement and continuing obligation to pay all Rent due throughout the Term. As a result, if Landlord elects, at Landlord’s sole option, to attempt to relet all or any part of the Premises, Tenant agrees that Landlord has no obligation to: (a) relet the Premises prior to leasing any other space within the Datacenter or Project; (b) relet the Premises: (i) at a rental rate or otherwise on terms below market, as then determined by Landlord in its sole discretion, (ii) to any entity not satisfying Landlord’s then standard financial credit risk criteria or Datacenter criteria regarding security/interconnectivity, (iii) for a use or upon terms not substantially consistent with the terms and requirements of this Lease; (c) make any alterations to the Premises, the Datacenter or the Project; and/or (d) otherwise incur any costs in connection with any such reletting, unless Tenant unconditionally delivers to Landlord, in good and sufficient funds, the full amount thereof in advance.

1.7 Landlord’s Right to Cure . All covenants and agreements to be performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense. If Tenant should fail to make any payment (other than Base Rent or the Power Payment) or cure any default hereunder within the time herein permitted (including, without limitation, any default by Tenant under Section 9.2 or Section 14.3 of the Standard Lease Provisions), Landlord, without being under any obligation to do so, without thereby waiving such default and in addition to and without prejudice to any other right or remedy of Landlord, may make such payment and/or remedy such other default for the account of Tenant (and enter the Premises for such purpose), and thereupon Tenant shall be obligated to, and hereby agrees to, pay to Landlord as Additional Rent, within ten (10) business days following Landlord’s demand therefor, all costs, expenses and disbursements (including reasonable attorneys’ fees) incurred by Landlord in taking such remedial action, plus an administrative fee of ten percent (10%) of such amount.

1.8 Notices . Tenant hereby acknowledges and agrees that all of the notice periods provided in Section 15.1 of the Standard Lease Provisions are in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et. seq., or any similar or successor law.

2. Statutory Waivers .

2.1 Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of Law, now or hereinafter in force, which restricts the amount or types of claim that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the handling or return of security deposits.

2.2 Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

2.3 Landlord’s and Tenant’s waivers set forth in Sections 10.1.3 and 10.2 of the Standard Lease Provisions shall include, without limitation: (a) the provisions of Sections 1932(2) and 1933(4) of the California Civil Code, as amended from time to time, and the provisions of any successor or other law of like import and (b) the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure, as amended from time to time, and the provisions of any successor or other law of like import.

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EXHIBIT “H”

SERVICE LEVEL AGREEMENT

PART I – SPECIFICATIONS

1. Electricity Consumption, Threshold/Specifications :	[*] in a [*] configuration.
2. Target Battery Capacity :	Five (5) minutes at [***].
3. Back-up Generator :	Critical load generators are installed in an N+1 configuration and maintained by Landlord’s engineering staff. Back-up Power is included in all AC amperage usage.
4. HVAC Specs :	Sufficient cooling for the Datacenter Space in an N+1 configuration. System is dedicated to the Datacenter and maintained by Landlord’s engineering staff.
(a) Target Temperature :	Within the “Allowable” range for a Data Center Environment as defined by ASHRAE TC 9.9 “Thermal Guidelines for Data Processing Environments,” Allowable Class A2, as issued in 2015.
(b) Target Relative Humidity :	Within the “Allowable” range for a Data Center Environment as defined by ASHRAE TC 9.9 “Thermal Guidelines for Data Processing Environments,” Allowable Class A2, as issued in 2015.
5. Maximum Structural Load :	150 pounds of live load per square foot. No weight shall be supported from the roof/ceiling. Any cabinets, cages or partitions installed in the Datacenter Space (whether installed by Landlord or any Tenant Party) shall be included in the calculation of the live load.

PART II – REMEDY FOR CRITICAL INTERRUPTIONS

1. Definitions .

(a) “ Chronic Outage ” means the occurrence of either [***], regardless of duration.

(b) [***] means [***].

(d) [***] means [***].

(e) “ Electrical Critical Interruption ” means any interruption during [***].

(f) “ First Interruption ” means the first (1st) Rent Abatement Event commencing in any particular twelve (12) month period during the Term.

(g) “ Interruption Cure Completion Notice ” means written notice from Landlord that a particular Rent Abatement Event has been rectified.

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(i) “ Outage Credit ” means the quotient achieved by dividing (A) the monthly Base Rent attributable to the portion of the Datacenter Space affected by the Rent Abatement Event for the month in which the Rent Abatement Event occurred by (B) the actual number of days in the calendar month in which the Rent Abatement Event occurred. For the avoidance of doubt, Datacenter Space containing Equipment that is inoperable as a result of a Rent Abatement Event in the main distribution area (MDA) for the Datacenter Space shall be deemed to be “affected” for purposes of this definition.

(m) “ Second Interruption ” means the second (2nd) Rent Abatement Event commencing in a particular twelve (12) month period during the Term.

(n) “ Three-Plus Interruption ” means the third (3rd), and any subsequent, Rent Abatement Event commencing in any particular twelve (12) month period during the Term.

2. Remedy .

(a) Outage Credits for Rent Abatement Events .

Table Related to the Calculation of Outage Credits (Table H.1)

Rent Abatement Event Duration:	Outage Credits:
0 – 24 consecutive hours	Outage Credits described in Table H.2, below.
Each period of 24 consecutive hours occurring thereafter during which such Rent Abatement Event occurs or continues.	One (1) additional Outage Credit beyond those Outage Credits described in Table H.2.

Table Describing Outage Credits (Table H.2)

Rent Abatement Event Duration:	Outage Credits:
Each First Interruption.	[***]
Each Second Interruption.	[***]
Each Three-Plus Interruption.	[***]

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(b) [***]

(1) [***]

(2) [***]

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EXHIBIT “I”

PORTABILITY AND EXTENSION PROVISIONS

1. Campus Portability .

1.1 Portability – General . In the event Tenant desires to replace its lease of the Datacenter Space with other space on the Campus, Tenant shall provide written notice to Landlord. Upon receipt of Tenant’s written notice, Landlord shall notify Tenant whether there is any Qualified Replacement Datacenter Space (defined below) that is Available for Lease (defined below) on the Campus. A “ Qualified Replacement Datacenter Space ” means an alternative datacenter space within the Campus that has more than [***] of critical load power in a [***] configuration. “ Available for Lease ” means that such Qualified Replacement Datacenter Space is not then leased to, or the subject of active lease negotiations with, any other Person or encumbered by a preemptive right to lease (e.g., an expansion right, right of first offer or right of first refusal) in favor of any other Person. Qualified Replacement Datacenter Space shall be considered to be the subject of active lease negotiations if Landlord is actively negotiating a letter of intent or lease agreement with respect to such space with agreed-upon principal economic terms.

1.2 Term; Rent; Other Terms . If there is Qualified Datacenter Space that is Available for Lease on the Campus, Landlord and Tenant shall negotiate in good faith to enter into an amendment to this Lease or a new lease agreement with respect to the termination of the Datacenter Space and a contemporaneous replacement of such space with the Qualified Replacement Datacenter Space. Unless otherwise agreed by the parties, the amendment or new lease agreement shall contain the following terms and conditions:

1.2.1 With respect to the Qualified Replacement Datacenter Space, the following terms and conditions shall apply: (a) at Tenant’s sole cost and expense (including a reasonable management fee), Landlord shall complete the installations necessary to prepare the Qualifying Replacement Datacenter Space for Tenant’s occupancy (not including any of the Tenant Datacenter Space Installations, which shall be completed by Tenant at its sole cost and expense); (b) the Initial Term of Tenant’s lease of the Qualified Replacement Datacenter Space shall commence upon the date (the “ Qualified Replacement Datacenter Space Commencement Date ”) that Landlord delivers the Qualified Replacement Datacenter Space to Tenant, taking into account the reasonable time needed by Tenant to migrate from the Datacenter Space to the Qualified Replacement Datacenter Space; (c) the Initial Term of Tenant’s lease of the Qualified Replacement Datacenter Space shall expire on the date that is sixty (60) months following the Qualified Replacement Datacenter Space Commencement Date; (d) as of the Qualified Replacement Datacenter Space Commencement Date, the Electrical Power Threshold shall be increased by the amount of critical load power associated with the Qualified Replacement Datacenter Space; (e) beginning on the Qualified Replacement Datacenter Space Commencement Date and continuing for the remainder of the Initial Term for the Qualified Replacement Datacenter Space (including any exercised Option Terms), the monthly base rent payable by Tenant with respect to the Qualified Replacement Datacenter Space shall be equal to the greater of (i) the then prevailing base rent and additional rent then being charged by Landlord for comparable space on the Campus for new leases, taking into consideration the quality, size, utility and location thereof, the length of the initial term, the amenities provided to Tenant and all other relevant considerations and (ii) the product of: (A) the committed critical load power for the Qualified Replacement Datacenter Space and (B) the monthly Base Rental Rate (i.e., US $/kW/mo.) that is payable with respect to the then-current month of the Initial Term as set forth in Item 8(a) of the Basic Lease Information, with subsequent three percent (3%) annual increases in such monthly Base Rental Rate; (f) Tenant shall continue to pay the monthly Base Rent attributable to the Improvement Allowance as set forth in Item 8(a) of the Basic Lease Information for the number of months remaining in the Initial Term for the Datacenter Space; (g) all costs and expenses incurred by Landlord or Tenant to move Tenant’s Personal Property and any other equipment or property from the Datacenter Space to the Qualified Replacement Datacenter Space, and/or otherwise to transition Tenant’s lease of space from the Datacenter Space to the Qualified Replacement Datacenter Space, shall be borne and paid solely by Tenant; and (h) except as expressly provided to the contrary in this Paragraph 1 , the remaining terms of Tenant’s lease of the Qualified Replacement Datacenter Space shall be the same as the terms and conditions of the Lease, including, without limitation, the Base Year (provided that (i) all provisions of the Lease which vary based upon the area of the Premises shall be appropriately adjusted and (ii) the portability provisions set forth herein shall deleted). Tenant shall reimburse Landlord for (or, at Landlord’s election, shall pay directly) any costs and expenses incurred or to be incurred by Landlord in accordance with this Paragraph 1.2.1 within thirty (30) days following delivery to Tenant of a written invoice therefor.

1.2.2 With respect to the Datacenter Space, the following terms and conditions shall apply: (a) on or before the Qualified Replacement Datacenter Space Commencement Date, Tenant, at its sole cost and expense, shall move Tenant’s Personal Property and any other equipment or property from the Datacenter Space to the Qualified Replacement Datacenter Space and surrender the Datacenter Space to Landlord in accordance with Article 13 of the Lease, provided, however, Tenant shall have an additional thirty (30) days to relocate the main distribution area (MDA) (i.e., approximately 4-6 racks) from the Datacenter Space to the Qualified Replacement Datacenter Space; (b) on the

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Qualified Replacement Datacenter Space Commencement Date, the lease of the Datacenter Space shall terminate; (c) provided that Tenant has surrendered the Datacenter Space pursuant to clause (a) of this Paragraph 1.2.2 , as of the Qualified Replacement Datacenter Space Commencement Date, the monthly base rent payable by Tenant with respect to the Datacenter Space shall cease; and (d) all costs and expenses incurred by Landlord or Tenant to move Tenant’s Personal Property and any other equipment or property from the Datacenter Space to the Qualified Replacement Datacenter Space, and/or otherwise to transition Tenant’s lease of space from the Datacenter Space to the Qualified Replacement Datacenter Space, shall be borne and paid solely by Tenant. Tenant shall reimburse Landlord for (or, at Landlord’s election, shall pay directly) any costs and expenses incurred or to be incurred by Landlord in accordance with this Paragraph 1.2.2 within thirty (30) days following delivery to Tenant of a written invoice therefor.

1.3 Conditions . Notwithstanding anything to the contrary herein, the portability terms set forth in this Paragraph 1 shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, at any time during the negotiation period between the parties with respect to any Qualified Replacement Datacenter Space, or on the Qualified Replacement Datacenter Space Commencement Date, there shall be an uncured Event of Default by Tenant under the Lease or if more than two (2) Events of Default shall have occurred during the twelve (12) month period prior thereto. In addition, Tenant may elect to utilize the portability terms set forth in this Paragraph 1 only once during the Initial Term with respect to the Datacenter Space.

2. Extension Options .

2.1 Grant . Subject to and in accordance with the terms and conditions of this Paragraph 2 of this Exhibit “I” , Tenant shall have the number of options (each, an “ Extension Option ”) specified in Item 7(d) of the Basic Lease Information to extend the Term of this Lease, each for an additional term (collectively the “Option Terms”, each an “Option Term”) of the number of calendar months (or years) specified in Item 7(d) of the Basic Lease Information, upon the same terms, conditions and provisions applicable to the then current Term of this Lease (except as provided otherwise herein). Tenant shall have the right to exercise any Extension Option only with respect to the entire Premises leased by Tenant (at the Electrical Power Threshold then associated with the entire Premises) at the time that Tenant delivers an Option Exercise Notice, and Tenant only may exercise an Extension Option pursuant to this Lease if it contemporaneously exercises the corresponding extension option pursuant to the [***] Lease. The monthly Base Rent and other charges payable with respect to the Premises for the Option Term (the “ Option Rent ”) shall be equal to the monthly Base Rent that is payable with respect to the last month of the Initial Term (or the first Option Term, as applicable) (exclusive of any amortization of the Improvement Allowance, which shall apply only to the Initial Term) multiplied by 1.03 (with subsequent three percent (3%) increases on in the monthly Base Rent on each anniversary of the date of commencement of the Option Term).

2.2 Exercise . Tenant may exercise the Extension Option only by delivering to Landlord a written notice (an “ Option Exercise Notice ”) at least nine (9) calendar months (and not more than fifteen (15) calendar months) prior to the then applicable expiration date of the Term, specifying that Tenant is exercising the Extension Option pursuant to this Paragraph 2 of this Exhibit “I” ; provided, however, notwithstanding anything to the contrary set forth herein, no Option Exercise Notice provided by Tenant pursuant to this Paragraph 2 of this Exhibit “I” shall be valid unless Tenant contemporaneously provides an option exercise notice with respect to the corresponding option term for the [***] Datacenter Space pursuant to the [***] Lease. If Tenant delivers and Option Exercise Notice, Tenant shall be deemed to have irrevocably exercised the Extension Option, the Term of this Lease shall be extended by the Option Term on the terms set forth in this Paragraph 2 of this Exhibit “I” , and Landlord and Tenant shall execute an amendment reflecting Tenant’s exercise of the Extension Option and the extension of the Term. If Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof (time being of the essence), then at the election of Landlord, Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.

2.3 Conditions . Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of the Extension Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers the Option Exercise Notice or on the date on which the Option Term is scheduled to commence there shall be an uncured Event of Default by Tenant under the Lease or if more than two (2) Events of Default shall have occurred during the twelve (12) month period prior to the date on which Tenant delivers the Option Exercise Notice. The rights granted to Tenant under this Paragraph 2 of this Exhibit “I” are personal to the Original Tenant.

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EXHIBIT “J”

PART I: LANDLORD’S INSTALLATIONS

All improvements and equipment required to cause such Datacenter Space to conform to the service level specifications in Part I of Exhibit “H” to the Lease.

All improvements required to cause the Support Space to completed, pursuant to the terms of the Lease, on or around October 15, 2016 (rather than by the Commencement Date, notwithstanding anything to the contrary set forth in the Lease).

PART II: TENANT DATACENTER SPACE INSTALLATIONS

Rack power strip/CDU or connection to power strip in rack and branch circuit monitoring.

Racks and rack installation/seismic anchorage.

Ladder racking/cable tray.

Cold aisle containment system.

Cages around Tenant’s IT racks and main distribution frames (MDFs) (if applicable).

Structured cabling and terminations.

Structural support system to hang electrical distribution and cable tray.

Any modifications to Landlord’s Installations that are required by Tenant to meet its unique requirements (subject to Landlord’s prior approval).

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EXHIBIT “K”

DATACENTER RULES AND REGULATIONS

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EXHIBIT “L”

BOX SERVICE PROVIDER REQUIREMENTS

1. Purpose: The Service Provider Requirements (SPR) sets forth the minimum information security program and infrastructure policies that the Service Provider must meet and maintain in order to protect Box Confidential Information from unauthorized use, access, disclosure, theft, manipulation, reproduction and/or possible breach of security or data (“Security Breach”), for any period of time thereafter during which the Service Provider has possession of or access to Box Confidential Information. For purposes of these SPR, (a) ”Service Provider” shall mean Landlord as defined in the Lease; (b) ”Box” shall mean Tenant as defined in the Lease; and (c) “Confirmation Information” shall mean Personal Information as defined in the Lease.

2. Information Security Management System (ISMS): [***]

4. Information Security Policies: [***]

6. [***]

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11. Data Transfer and Access: If Service Provider discloses any data outside of the country in which Service Provider received or collected the Confidential Information, Service Provider shall ensure that the Confidential Information or any materials derived from it are not disclosed or communicated in violation of applicable export laws or regulations. Service Provider further agrees to ensure an adequate level of protection for any Confidential Information transfer in and outside of the country of where Service Provider received or collected the Confidential Information. An adequate level of protection may include entering a data transfer agreement with Box, upon Box’s request of Service Provider, on the basis of model contract clauses adopted by the European Commission.

19. [***]

20. [***]

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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Aaron Levie, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Box, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 8, 2016	By:	/s/ Aaron Levie
	Name:	Aaron Levie
	Title:	Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dylan Smith, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Box, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 8, 2016	By:	/s/ Dylan Smith
	Name:	Dylan Smith
	Title:	Chief Financial Officer

Exhibit 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Aaron Levie, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Box, Inc. for the fiscal quarter ended October 31, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Box, Inc.

Date: December 8, 2016	By:	/s/ Aaron Levie
	Name:	Aaron Levie
	Title:	Chief Executive Officer

I, Dylan Smith, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Box, Inc. for the fiscal quarter ended October 31, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Box, Inc.

Date: December 8, 2016	By:	/s/ Dylan Smith
	Name:	Dylan Smith
	Title:	Chief Financial Officer