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|2950 South Delaware St. || ||Upstart Holdings, Inc.|
|San Mateo, CA || |
This Sub-Sublease Agreement (Sub-Sublease) is made effective as of the 1st day of April, 2019, (the Effective Date) by and between SNOWFLAKE, INC., a Delaware corporation f/k/a Snowflake Computing, Inc. (Sub-Sublandlord), and UPSTART HOLDINGS, INC., a Delaware corporation (Sub-Subtenant) with reference to the following facts:
A. BAY MEADOWS STATION 3 INVESTORS, LLC, a Delaware limited liability company (Master Landlord), as landlord, and OPEN TEXT INC., a Delaware corporation (Master Sublandlord), as tenant, entered into that certain Lease dated October 7, 2016 (Master Lease), whereby Master Landlord leased to Master Sublandlord and Master Sublandlord leased from Master Landlord those certain premises consisting of approximately 108,015 rentable square feet on the 3rd and 4th floors of the office building located at 2950 South Delaware Street, San Mateo, California as further set forth in the Master Lease (the Master Premises).
B. Master Sublandlord, as Sublandlord, and Sub-Sublandlord, as subtenant, entered into that certain Sublease dated August 28, 2018 (Original Sublease) as amended by that certain Amendment 1 to Sublease dated November 22, 2018 (First Amendment and collectively Master Sublease), whereby Master Sublandlord subleased to Sub-Sublandlord and Sub-Sublandlord subleased from Master Sublandlord those certain premises consisting of approximately 48,244 rentable square feet which compromise the 3rd floor of the Master Premises as more fully set forth in the Master Sublease (the Premises).
C. Master Landlord, Master Sublandlord and Sub-Sublandlord are parties to that certain Sublease Consent and Agreement dated September __, 2018 [sic] (Sublease Consent) whereby Master Landlord granted its consent to the sublease of the Premises to Sub-Sublandlord.
D. Sub-Sublandlord agrees to sub-sublease to Sub-Subtenant, and Sub-Subtenant agrees to sub-sublease from Sub-Sublandlord, the entire Premises upon the terms and conditions set forth in this Sub-Sublease.
1. Sub-Sublease of Premises. Subject to the terms and conditions of this Sub-Sublease, Sub-Sublandlord hereby sub-subleases to Sub-Subtenant and Sub-Subtenant hereby sub-subleases from Sub-Sublandlord the Premises.
2. Master Lease and Other Agreements.
2.1 Subordinate to Master Lease. Except as specifically set forth herein, this Sub-Sublease is subject and subordinate to all of the terms and conditions of the Master Lease, Master Sublease and Sublease Consent. Sub-Subtenant hereby assumes and agrees to perform the obligations of Subtenant under the Master Sublease and Sublease Consent as more particularly set forth hereafter, as such obligations may be modified by the terms of this Sub-Sublease. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Sublease. A copy of the Master Lease is attached hereto as Exhibit A and incorporated herein by this reference, a copy of the Master Sublease is attached hereto as Exhibit B and incorporated herein by this reference, and a copy of the Sublease Consent is attached hereto as Exhibit C and incorporated herein by this reference. Sub-Subtenant shall not commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease, Master Sublease and Sublease Consent. Sub-Subtenant shall neither do nor permit anything to be done which would cause the Master Lease or Master Sublease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Landlord under the Master Lease or Master Sublandlord under the Master Sublease. Sub-Subtenant shall indemnify and hold Sub-Sublandlord harmless from and against all claims, liabilities, judgments, costs, demands, penalties, expenses, and damages of any kind whatsoever, including, without limitation, attorneys fees, consultants fees and costs and court costs, (Claims) by reason of any failure on the part of Sub-Subtenant to perform any of the obligations of Subtenant under the Master Sublease which Sub-