THIS SUBLEASE AGREEMENT (this Sublease) is made and entered into as of the 12th day of August, 2020 (Effective Date) by and between Baidu USA LLC, a California limited liability company (Sublandlord), and JFrog, Inc., a Delaware corporation (Subtenant).
R E C I T A L S:
A. Deerfield Caribbean, LLC, a California limited liability company (Master Landlord), and Sublandlord are parties to that certain Standard Industrial Lease, dated February 7, 2017 (as amended, restated and/or supplemented, the Master Lease), a copy of which Master Lease is attached hereto as Exhibit A. Pursuant to the Master Lease, Sublandlord leases certain building (the Building) and other areas, consisting of approximately 36,324 square feet of rentable area (the Premises), located at 250 East Caribbean Drive, Sunnyvale, California (the Project), as more particularly described in the Master Lease.
B. Sublandlord desires to sublease a portion of the Premises to Subtenant and Subtenant desires to sublease such portion of the Premises, all on the terms hereinafter set forth.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants, conditions and agreements hereinafter contained, do hereby agree as follows:
W I T N E S E T H:
1. Definitions. All capitalized terms used in this Sublease and not specifically defined in the text shall have the meanings given to them in the Master Lease.
2. Sublease and Acceptance of Subleased Premises. Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, that portion of the Premises, consisting of approximately 21,824 square feet of rentable area, as shown on the drawing attached hereto as Exhibit B (the Subleased Premises), in accordance with and subject to the terms, covenants and conditions contained in this Sublease. The Subleased Premises shall be delivered to Subtenant on the Sublease Commencement Date.
3. Use of Subleased Premises. The Subleased Premises shall be used only for general office purpose and in accordance with the terms and provisions of this Sublease, the Master Lease and all applicable laws, now or hereafter in effect (collectively, the Applicable Laws). The parties agree and acknowledge that Sublandlord shall have the right to remain in occupancy of the Warehouse portion of the Premises on the Sublease Commencement Date that is identified on the Premises plan attached hereto as Exhibit B. The Warehouse shall be accessed by Sublandlord solely through the back entrance to the Building, provided however, that Sublandlord shall have the right to access the Subleased Premises to perform any of its obligations under the Master Lease and/or this Sublease, subject to the respective terms thereof, including any notice requirements. Sublandlord currently uses the Warehouse portion of the Premises for R&D and auto lab purposes including but not limited to vehicle lab, mechanical lab, electrical lab, optical lab and camera lab. Sublandlord may also use the Warehouse portion of the Premises for storage, office, engineering and other legally related uses in conformity with the Master Lease. Sublandlord covenants to not cause any excessive noise, odors, vibrations or other disturbances during its occupancy and to use the Warehouse in accordance with the terms and provisions of the Master Lease and all Applicable Laws.
[Signature Page to Sublease]