Second Amendment to Lease Agreement entered into as of October 20, 2017 between Benaroya Capital Company, LLC and Trupanion, Inc

This Second Lease Amendment dated October 20, 2017 is attached to and made part of that certain Lease dated August 10, 2015 as amended by a First Lease Amendment dated April 29, 2016 (collectively the “Lease”) between Benaroya Capital Company, LLC, a Washington limited liability company, as “Landlord” and Trupanion, Inc., a Delaware corporation, as “Tenant” in Suite 200 of the Building known as the 6100 Building, located at 6100 Fourth Avenue South, in Seattle, Washington (the "Premises"). The Premises are more particularly described in the Lease.

NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Second Lease Amendment and the Lease, and Landlord and Tenant agree as follows:

Premises. Landlord does hereby lease to Tenant those certain premises, to wit: 107,642 rentable square feet of office space (including 5959 rentable square feet of daycare space comprised of the initial 5016 square feet of space and 943 square feet of expansion space) comprising the entire first and second floors as outlined on the Floor Plan attached to this Second Lease Amendment as “Revised Exhibit B” (hereinafter called the “Premises”) in the Building known as The 6100 Building located at 6100 Fourth Avenue South in Seattle, Washington, situated on land legally described on Exhibit A attached hereto and incorporated herein. Delivery of the Premises to Tenant will be in Phases (the “Phase In Period”) as follows:

Premises- Phase In Period

The phased portions of the Premises are shown on Exhibit B (each, a “Phase”). The day care portion of the premises shall have access to adjacent outdoor space of a size and configuration as required by code for operation of a day care facility of the size and capacity described in this Lease for the exclusive use of the day care facility. Landlord and Tenant agreed that Landlord has no responsibility for increasing the size of the daycare or for increasing the size or modifying the outdoor space, if required, and that Tenant will responsible for all costs for construction and compliance issues related to any daycare expansion. Phase I has been delivered to Tenant and Rent applicable to the Phase I space, including the Daycare expansion space, commenced on April 1, 2017.

Phase II shall be delivered on April 1, 2018 in the condition described in Section 11 and Exhibit E below; provided, however, that (a) if Landlord delivers a Phase prior to the dates above Tenant shall not be obligated to pay Rent on such Phase (other than pursuant to any Early Occupancy Space) prior to the applicable date above, (b) an approved Space Plan and Work Letter was to be delivered to Landlord on or before August 11, 2017. Delivery of the Phase II space may be delayed one day for each day after August 11, 2017 that the space plan and Work letter are delayed; and (c) the delivery date may be reasonably delayed as necessary in order to complete design, permitting and construction, understanding that such delays may not be within the control of Landlord or Tenant and that the parties will negotiate in good faith to ensure that the delivery date is reasonable and that no penalty charges are owed by Landlord to Tenant in a situation where the Landlord used reasonable efforts to deliver the space at the time requested by Tenant, which may change over time (such causes for variance from the April 1 delivery dates being “Reasonable Phase Delays”). Tenant shall have the right to occupy additional portions of the first floor space (prior to the delivery dates for such Phases, which are scheduled currently for April 1, 2018), upon delivery of notice for early occupancy to Landlord, specifying the amount of space Tenant desires to occupy early (an “Early Occupancy Notice”). Landlord will use commercially reasonable efforts to complete and deliver the first floor premises and provide Tenant with access and occupancy to such portion of the premises as soon as possible (the “Early Occupancy Space”).

The Building is hereafter sometimes referred to as the “Project”. In addition, the Tenant has the right, in common with other tenants in the Project and subject to the Rules and Regulations, to use of the Common Areas. The Common Areas include a new state of the art building conference room seating 100 people or more, a new fitness center, including showers and lockers that are accessible to a new secure bicycle storage area as depicted on the Floor Plan - Exhibit B (the "New Common Amenities"). The New Common Amenities

have all been completed and shall be available to Tenant at no charge. The total rentable area of the Building is currently 231,514 square feet, which has been measured according to ANSI/BOMA Z65.1 - 2010.

Term. This Lease shall be for a term of one hundred twenty (120) months commencing on July 23, 2016 and terminating on July 22, 2026. Rent for any fractional calendar month shall be the prorated portion of the rent computed on a daily basis. Landlord will provide Tenant nonexclusive and commercially reasonable early access, to the Premises (but no more than 60 days) prior to Landlord’s estimated date for substantial completion for each Phase as appropriate for the limited purpose of setting up and installing furniture, fixtures and equipment (“Early Access Period”). During each Early Access Period all of the terms and conditions of this Lease shall apply (other than with regard to the obligations to pay Rent).

Monthly Minimum Rent. Tenant covenants and agrees to pay Landlord at 3600 136^th Place SE, Suite 250, Bellevue, WA 98006, or to such other party or at such other place as Landlord may hereafter designate in writing, Monthly Minimum Rent in the following amounts according to the schedule below and Additional Rent, as provided in Section 9, in advance without offset or deduction (except as may otherwise be provided herein), on or before the first (1st) business day of each month of the Lease Term. Any amount payable by Tenant to Landlord under this Lease shall be considered “Rent”:

Based on the schedule above, and if there is no request for Early Occupancy Space the Rent schedule will be as follows:

*During the Phase In Period, Rent will be applicable to each Phase when it is delivered to Tenant (unless delivery has been delayed as a result of the delay in delivery of the Space Plan and Work Letter as provided in Paragraph 2 above or delivery is early and not pursuant to an Early Occupancy Notice). If Tenant elects to take down Early Occupancy Space (as provided in Section 1 above) then during the early occupancy period (prior to the dates in Section 1 above) Rent shall increase prior to April 1, 2018, but will only apply to the Early Occupancy Space.

Subject to Section 2, Landlord shall complete the improvements described on the Work Letter attached hereto as Exhibit E for such Phase. Landlord will keep Tenant informed regarding the progress of construction on a regular basis.

Except as otherwise modified by the Terms of this Second Lease Amendment, all other terms and conditions of the Lease remain unchanged and in full force and effect.

On this 20th day of October, 2017 before me personally appeared Larry R. Benaroya, to me known to be the Manager of Benaroya Capital Company, LLC, a Washington limited liability company (“Landlord”) and acknowledged said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purpose therein mentioned, and on oath stated that he was authorized to execute said instrument.

On this 20th day of October, 2017 before me personally appeared Darryl Rawlings, to me known to be the CEO of Trupanion, Inc., a Delaware corporation (“Tenant”) and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purpose therein mentioned, and on oath stated that he was authorized to execute said instrument.