EX-10.28

Exhibit 10.28

Execution Version

AMENDEDANDRESTATEDLEASEAGREEMENT

BETWEEN

[***],

ADELAWARELIMITEDLIABILITYCOMPANY,

AS LANDLORD,

AND

[***], ADELAWARELIMITEDLIABILITYCOMPANY,

AS TENANT

BUILDING[***]

i

ii

BASICLEASEINFORMATION

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AMENDEDANDRESTATEDLEASEAGREEMENT

ThisAMENDEDANDRESTATEDLEASEAGREEMENT(this“Lease”)isenteredinto as of [***](the “Lease Date”), by and between M[***], a Delaware limited liability company (“Landlord”), and [***], a Delaware limited liability company (“Tenant”). Landlord and Tenant, collectively, shall be referred to herein as the “Parties”, and Landlord and Tenant shall each individually be referred to herein as a “Party”.

1.BasicLeaseInformationandDefinitions.Thedefinitionsandbasicprovisionssetforth inthetableofinformationlabeledas“Basic LeaseInformation”ontheforegoingfive(5)pages (the“BasicLeaseInformation”)areincorporatedhereinbyreferencefor all purposes.Capitalized termsusedinthisLeasebutnot definedhereinshallhavethemeaninggiventothemintheWork Letter, which is a part of (and incorporated into) this Lease.

2.LeaseGrant.InconsiderationofthecovenantsandagreementstobeperformedbyTenant, and upon and subject to the terms and conditions of this Lease, Landlord leases the Premises to TenantfortheTermandTenantleasesthePremisesfromLandlordfortheTerm.Subjecttoallof thetermsand conditionsofthisLease,(a)Tenant shall quietly have, holdandenjoythePremises withouthindrancefromLandlordoranypersonorentityclaimingby,throughorunderLandlord, and (b) Tenant shall have access to the Premises twenty-four (24) hours per day, seven (7) days per week. In addition, Landlord grants to Tenant the following rights:

(a)Intentionallyomitted.

(b)The Buy Out Options, Right of First Offer and Right of First Refusal pursuant to EXHIBIT F.

In addition to the rights granted pursuant to this Section 2, Landlord will, throughout the Term(i)usecommerciallyreasonableeffortstosecureadditionalelectricalpowerinexcessofthe [***] of Total Power (the “Excess Power”), including without limitation up to [***] of ExcessPowerfrom[***]toincreasetheTotalPowerand[***]substationcapacityto[***] with N+1 redundant substation transformers per circuit for [***]. The Excess Power, if available, is currently anticipated to be approved by [***]and [***]on or about [***],atthePremisesandacquirerealpropertyadjacenttotheLandforsuchpurpose,eachonthe bestpossibletermscommerciallyavailabletoLandlord,and(ii)atTenant’soption,andatTenant’s sole cost and expense, reasonably cooperate with Tenant to secure any and all easements for the benefit ofthePremisesfromownersofrealpropertyadjacent totheLand,asreasonablyrequired inTenant’sreasonablediscretionfortheoperationofthePremisesforthePermittedUse;provided that,ineachcase,failuretosatisfy(i)or(ii)shallnotconstituteabreachunderthisLease;provided thatLandlordshallnottakeanyintentionalactiontoadverselyimpactsecuringsuchExcessPower. Landlord will notify Tenant if

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and to the extent that it reasonably expects such Excess Power or adjacent real property to become available.

3.TenderofPossession;Contingencies.

(a)In accordance with the Work Letter, and subject to Tenant’s rights and remedies fordelaysassetforththerein,LandlordshalltenderpossessionofeachPhaseofthePremisesand theassociatedITCapacitytoTenantinphases,withallofLandlord’sWorkforeachPhase completed(andallRFSConditionsforthatPhasesatisfied)asaconditionoftheDeliveryDateof such Phase. Following the satisfaction of all RFS Conditions for each Phase, each of Tenant and Landlord shall execute the Commencement Date Agreement in the format attached hereto as EXHIBIT Has to such Phase. Tenant may use the entire Network Core and Office Space area beginning on the Delivery Date for the first Phase.

(b)Landlord shall use commercially reasonable efforts to satisfy the RFS Conditions for each Phase by the Target Commencement Date for such Phase. Concurrently herewith, Landlordhasdelivered to Tenant acompletion guaranty from [***] (“Guarantor”) intheformattachedheretoasEXHIBITPguaranteeingthecompletionoftheRFSConditionsfor each Phase (“Completion Guaranty”). [***].

(c)In accordance with the Work Letter, and subject to Tenant’s rights and remedies for delays as set forth therein, Landlord shall provide Tenant with access to each Phase with all EarlyAccessConditions(asdefinedintheWork Letter)satisfiedcommencingonthedatewhich isatleast[***]priortotheDeliveryDateforthatPhaseandcontinuingtotheDelivery Date for such Phase (the “Early Access Period”). During the Early Access Period, Tenant shall havetherighttoenteruponsuchPhaseofthePremisesduringnormalbusinesshours(andatother times permitted by Landlord) for the purpose of installing, configuring and testing cable trays, infrastructure cabling and its Equipment and other Tenant’s Personal Property in the Premises allocabletosuchPhase,providedthatTenantdoesnotmateriallyinterferewithLandlord’sefforts to timely deliver possession of such Phase of the Premises with all of the Landlord’s Work substantially completed with respect to such Phase. During the Early Access Period, each and every provision ofthis Leaseshall be in full force and effectwith respectto the applicable Phase (excludinganyservicesrequiredto beprovidedbyLandlordunderthisLease,ifany,whichshall not be applicable until the Commencement Date); [***].Itisunderstoodandagreed,however,thatTenantshallhavenorighttocommence businessoperationsinorfromanyportionofthePremisespriortotheapplicableCommencement Date for the applicable Phase, provided that, for the avoidance of doubt, testing and Tenant’s activities pursuant to the second sentence of this Section 3(c)shall not constitute business operations.

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(d)Except as set forth in Section 7(b)hereof, form and after the applicable Delivery Date, Tenant shall have exclusive access rights, operational control and responsibility for the portion of the Building so delivered, and Tenant may, at Tenant’s sole election, contract out operational functions to third parties, including Landlord or an affiliate thereof, for operations of any or all operational functions.

(e)LandlordshallreasonablycooperatewithTenant toremoveormitigatetheeffects of any encumbrance discovered by Tenant after the Lease Date which could reasonably be expected to materially interfere with Tenant’s use of the Premises for the Permitted Use.

4.Rent.

(a)Payment. Commencing on the Commencement Date, Tenant will timely pay to LandlordtheRent (except to theextent subjectto aDispute),without notice, demand, deduction, abatementorsetoff(exceptasotherwiseexpresslyprovidedhereinastoanyoftheforegoing),in UnitedStatesdollarsatLandlord’saddressprovidedforinthisLease,oratTenant’ssoleelection, TenantmaymakepaymentsofRentbyelectronicfundstransferorwiretransfer(“EFT”),inwhich case Landlord will provide all necessary bank account and routing information as is necessary to permit Tenant to pay by EFT. Notwithstanding anything to the contrary set forth in this Lease, Rent for each Phase (based on the IT Capacity for such Phase) shall be abated until the Delivery DateforsuchPhase.BaseRent,adjustedashereinprovided,willbepayablemonthly.Withrespect to (i) the first payment of BaseRent foreachPhase, (ii) each annualescalation of BaseRent, (iii) thefirstpaymentofOperatingExpensesforeachPhase,and(iv)eachannualincreaseinOperating Expenses (if applicable), Landlord must deliver monthly invoices through Tenant’s designated vendorportalorsuchothermeansasidentifiedbyTenantandsuchinvoicedamountswillbepaid within thirty (30) days after Tenant’s receipt of such invoice. Except (i) as set forth in the immediately preceding sentence and (ii) for Base Rent subject to a Dispute, Base Rent shall be payable in consecutive monthly installments without abatement, demand, deduction or offset, commencing on the Commencement Date (subject to the demand, deduction, offset and abatementsexpresslysetforthinthisLease)andcontinuingonthefirstdayofeachcalendarmonth thereafteruntiltheexpirationoftheTerm,unlessotherwiseterminatedearlierpursuanttoexpress provisions of this Lease. If the Commencement Date or any subsequent Delivery Date for each Phaseisadayotherthanthefirstdayofacalendarmonth,thentheRentforsuchpartialmonthas totheapplicableDataHallortheNetworkCoreandOfficeSpaceshallbecalculatedonaperdiem basis.ExceptforanyDisputeregardingoffsetorabatement(whichwillberesolvedinaccordance with the Arbitration Process (i.e., the dispute resolution process set forth in Section34(a))), any DisputeregardingRentwillberesolvedinaccordancewiththedisputeresolutionprocesssetforth in Section31. Any Rent subjectto a Dispute will becomedue and payable upon resolution of the Dispute.

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TotheextentanyportionoftheRent(oranyotheramountspayablebyTenanttoLandlord) is calculated based on costs that are subjectto Tenant’s right to conduct an Audit (as definedand describedintheWorkLetter),ifTenant’stimelyexerciseofitsAuditrightsidentifiesovercharges ofsuchcosts,theRentshallbereducedtoreconcilesuchoverchargeswithinthirty(30)daysafter Tenant provides Landlord with notice of such overcharges, notwithstanding that such Rent may have already been calculated, come due, or been paid.

(b)Taxes.FromandaftertheCommencementDate:

(1)Tenant will pay all Taxes for each year and any Taxes for any partial year falling within the Term directly to the applicable governmental authority; provided that Tenant shallprovideLandlordwithevidenceofsuchpayment withinten(10)business daysafterwritten request from Landlord. To the extent permitted by law, Landlord will, at Tenant’s sole cost and expense, execute all documents (provided that such documents do not materially increase Landlord’sobligationsorexposeLandlordtoadditionalliabilities),asarereasonablynecessaryto authorize Tenant to (i) pay the Taxes directly to the applicable governmental authority and (ii) directly receive all notices and communications regarding Taxes from the applicable taxing authority;providedthatifsuchnoticesandcommunicationsarenotreceivedbyTenant,Landlord shallpromptlyprovidesametoTenantfollowingreceiptthereof.“Taxes”meansallRealProperty TaxesandPersonalProperty Taxes, collectively. “Real PropertyTaxes” meansall realproperty taxes, assessments, excises, levies, impositions, service payments and governmental charges levied on an ad valorem basis (plus any interest, other than penalty interest, payable thereon) or fees, including but not limited to ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments, assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, water, sewer and other utility levies andcharges,excisetaxlevies,fees,includinglicense,permit,inspection,authorizationandsimilar fees,whethergeneralorspecial,ordinaryorextraordinary,foreseenorunforeseen,includingstate, countyormunicipal,andwhethertheybebytaxingdistricts,utilitydistrictsorauthoritiespresently taxing or by others, subsequently created or otherwise, and any other taxes and assessments (including non-governmental assessments for common charges under a restrictive covenant or other private agreement) now or hereafter attributable to the Land or the Building, and all other taxes, charges, assessments or similar impositions imposed in lieu of the same. “PersonalProperty Taxes” means all taxes, assessments, impositions, servicepayments and governmental charges levied on an ad valorem basis against personal property, fixtures, machinery, apparatus, systems, connections, and interconnections located in or used by Tenant in or in connection with the Premises (but only to the extent not otherwise included by the local taxing authority as Real Property Taxes).Notwithstandingtheforegoing,Taxeswillnotincludeanyincometaxes,excess profits taxes, franchise taxes, capital gains taxes, excise taxes, margin taxes, estate taxes, inheritance taxes,

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succession taxes, withholding taxes, or any transfer taxes (excluding, for the avoidanceof doubt, any obligation ofTenant to pay transfertaxesin connection with its exercise of the ROFO) or any fines, penalties or interest incurred as a result of Landlord’s failure to pay any Tax for which Landlord is responsible when due.

(A)For the tax year in which the Commencement Date occurs, in the event that Landlord pays Taxes applicable to periods after the Commencement Date, such amount shall be payable by Tenant in accordance with Section 4(a)above.

(B)Notwithstanding anything in this Lease to the contrary, in the event the Premises is part of the larger tax parcel, Tenant will pay Tenant’s Tax Share (hereinafterdefined)oftheTaxesdirectlytoLandlordwithinforty-five(45)daysfollowingreceipt of an invoice therefor along with a copy of all applicable Taxes bills from the applicable taxing authority and reasonable backup documentation for the calculation of Tenant’s Tax Share. “Tenant’sTaxShare”oftheTaxeswillbeequalto(1)theTaxesattributablesolelytothe Building, plus (2) the product obtained by multiplying the Taxes paid with respect to Land only (andnotimprovementslocatedthereon)byafractionwhere(x)thenumeratoristheacreageofthe Land, and (y) the denominator is the acreage of all land covered by the tax parcel.

(2)Tenantwillhavetherighttofileanappealoftheassessedorappraisedvalue of the Premises for each full tax year within the Term and Landlord agrees (at Tenant’s sole cost and expense) that it will reasonably cooperate with Tenant in any such appeal to such extent as Tenantmayrequest,providedthat(a)Tenanthaspaid(andcontinuestopay)allTaxespreviously determinedtobedueasprovidedinthisLeaseand(b)ifTenantelectsbywrittennoticetoLandlord notto filesuchanappealthenwithTenantconsent: (i)Landlordmayfilesuchanappeal;and(ii) ifLandlordis successful in itsappeal,Tenant willreimburseLandlordforthereasonablecostsof suchprotestconsultantserviceswithinthirty(30)daysofinvoice,butinnoeventshallTenantbe required to reimburse Landlord for an amount greater than the tax savings actually received by Tenant; provided, further, notwithstanding anything in this Section 4(b)(2)to thecontrary, in the eventthatthePremisesispartofthelargertaxparcel,TenantshallnotpaymorethantheTenant’s TaxShareofanycostsandexpensesincurredinrespectofanyappealoftheassessedorappraised value of the Premises. To the extent of any Taxes assessed following the Lease Date but prior to the Commencement Date, Tenant may request of Landlord, at Tenant’s cost and expense, to file an appeal of the assessed or appraised value of the Premisesby writtennoticeand may directthe conduct of the protest. Selection of consultants, attorneys, and advisors and their respective fees must be pre-approved by Tenant to the extent such fees will be payable by Tenant. Tenant or Landlord(whicheverisconductingthecontest)willgivetheotherPartyreasonablenoticeof,and information pertaining to, such contest and regular progress reports with respect thereto. Tenant or Landlord (whicheveris conducting thecontest) agreesthateach such contest will bepromptly and diligently prosecuted to a final conclusion. The Party conducting any such contest will indemnify,

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defend and hold harmless the other Party from and against any and all losses, judgments, decrees, costs and expenses (including all reasonable attorneys’ fees and expenses) arisinginconnectionwithsuch contestand Tenantwill,promptlyafter the finaldeterminationof such contest, fully pay and discharge the amounts which will be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and will perform allacts theperformance ofwhichwillbeordered ordecreedasaresultthereof.Theinstitutionof anyappeal,however,willnotreleaseTenantfrompayinganyTaxesrequiredtobepaidbyTenant hereunder but Tenant may defer payment of the portion of Taxes being contested in accordance withthetermshereofandapplicable Lawpendingtheoutcomeofthecontest, ifandto theextent permitted by applicable Laws without subjecting thePremises to the possibility of foreclosure or lienbythetaxingauthority.Inconnectionwithtaxprotests,thefollowingprovisionsshallapply:

(A)To the extent Tenant undertakes an action with respect to Taxes(e.g.,aprotest,alawsuit,ahearing,etc.),Tenantmayreasonably requestinformationfrom LandlordandLandlordshallusecommerciallyreasonableeffortstopromptlyrespondtoanysuch request,atTenant’ssolecostandexpense;providedthatLandlordshallonlyberequiredtoprovide any such information to the extent it is in Landlord’s possession or control not proprietary, confidential or legally privileged.

(B)Landlord shall not disclose publicly (i) any written communicationsorrequesteddocumentstoanytaxauthorityrelevanttoTaxes,(ii)any information related to the construction costs of the Premises, (iii) any opinion of the value of the Premises,or(iv)ifthePremises,oranyportionthereof,issoldortransferred,thesalepriceofthe Premises,ineachcasewithoutTenant’sexpresswrittenconsent,unlessotherwisepermittedunder this Lease or required by Law. Notwithstanding the foregoing, Landlord shall not be restricted from making any such disclosure of information or other communication, as applicable, that: (a) suchinformationisorbecomesapartofthepublicdomainthroughnoactoromissionofLandlord in violation of the foregoing; (b) such information was in the recipient’s possession prior to the disclosure and had not been obtained by recipient either directly or indirectly from Landlord; (c) suchinformationwasindependentlydevelopedbytherecipient;or(d)isdisclosedunderoperation of law (provided that, to the extent practicable, prior to such disclosure, Landlord shall provide Tenant at least two (2) business days’ written notice), and in any event Landlord shall not be restrictedfromdisclosinganysuchinformationtotheextentotherwisepermittedinSection31(c)of this Lease.

(C)TotheextentrequestedbyTenantinwriting,Landlordshall reasonably cooperate with efforts by Tenant, at Tenant’s sole cost and expense, to perform valuations of the Premises, including providing access to customary financial data, engineering information, site access, and any other reasonably relevant information to Tenant and Tenant’s

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designated advisors. To the extent the information is in Landlord’s possession in the form requested by Tenant and is not proprietary, confidential or legally privileged to Landlord.

(D)UponTenant’swrittenrequestandatTenant’ssolecostand expense,Landlordshallprovideanyinformation reasonablynecessary to perform anappraisalof thePremisestotheextentsuchinformation,isinLandlord’spossessionintheformrequestedand is not proprietary, confidential or legally privileged to Landlord.

(E)Landlord agrees to reasonably cooperate in good faith, at Tenant’s sole cost and expense, if Tenant seeks future federal, state or local tax incentives or benefits,including,butnotlimitedto,refunds,credits,deductions,abatements,orreimbursements.

(F)In the event Landlord receives written notice from a governmental authority of a breach of Landlord’s obligations related to tax incentives that is reasonablylikelytoimpacttheTenant’staxliabilities,Landlordshallforwardsuchwrittennotice to Tenant in writing within five (5) business days or receiving the same.

(G)Landlordshallusecommerciallyreasonableeffortstoboth (i) deliver to Tenant copies of any written notices related to Taxes and or (ii) written communications (or written explanation of the contents of any communication related to Taxes) within 10 days of receipt from any taxing authority relevant to Tenant’s obligations for Taxes under this Lease.

(H)Reserved.

(I)Landlord agrees in good faith to use commercially reasonable efforts to provide Tenant with any necessary documentation and information (to the extentinLandlord’spossessionandtotheextentthesameisnotproprietary,confidentialorlegally privilegedtoLandlord)within10daysofawrittenrequesttomeetTenant’sobligationsrelatedto Taxes. Upon written request from Tenant, Landlord shall also share copies of any reports or documents submitted to any entity to secure or maintain incentives with respect to the Premises, redacting confidential, proprietary or privileged information as needed.

(3)Prior to the expiration or earlier termination of this Lease, Tenant hereby agrees to pay Landlord its Taxes for the final year of the Term based upon a reasonable estimate thereof (collectively, “End of Term Taxes”). Within ninety (90) days following Landlord’s receiptofthetaxbills(orequivalentdocumentationifnotaxbillsareissued)evidencingtheactual amount of the End of Term Taxes, Landlord willforward such tax bills to Tenant. Within thirty (30)daysfollowingTenant’sreceiptofsuchtaxbills,anyoveragepaidbyTenanttoLandlordwill be reimbursed to Tenant and any shortage will be paid by Tenant to Landlord. The Taxes for the first and last year of the Term will be prorated between Landlord and Tenant so that Tenant will be

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responsible for that portion of the Taxes which accrued during the Term. This Sectionwill survive the expiration or earlier termination of this Lease.

(c)Utilities. In addition to the obligations pursuant to the Work Letter, Landlord covenants and warrants that to extent included as Landlord’s Work under the Work Letter, the connectionsforallutilitiestobeusedatthePremisesforelectricity,water,gas,sanitarysewerand storm sewer will be available at the Building on the first day of the Early Access Period, and the Premises will be separately metered for all utilities on the Commencement Date. Upon request, Landlord will provide easements for Tenant or Tenant’s providers to install telecommunications lines,includingfiber, telephone andinternet accessto theextentrequiredtoprovide a connection betweentheBuildingandatleast[***].Tenantshallberesponsible for all charges, fees and taxes imposed by the applicable utility providers for all utilities for the Building,including,butnotlimitedto,power,water,sewer,gasandfuel,alongwithanyapplicable late fees, interest and charges, in each case without markup (collectively, “Utility Costs”); provided, however, that Tenant shall not be responsible for any Utility Costs for power or water inexcessofthe amountschargedundertheREPandPPAand WaterConnectionAgreements (as each term is defined in the Work Letter) [***]. With respect to any such Utility Costs billed directly to Tenant, Tenant shall timely pay such Utility Costs. With respect to any Utility Costs billed to Landlord, Landlord shall invoice Tenant, and Tenant shall pay Landlord monthly as Additional Rent for all such Utility Costs, which shall be paid in advance based on Landlord’s good faith estimateandsubjecttoa true-upuponLandlord’sreceiptoftheapplicableutilityinvoice,without markup.Uponreceiptoftheapplicableutilityinvoice,Landlordshallreconciletheestimatedand actual amounts of Utility Costs, and Tenant shall pay any shortfall (or receive a credit for any overpayment), and any such shortfall or overage credit shall be reflected in the estimated power costsforthefollowingmonth.Tenant may,in itssolediscretion,selectthe fiberprovidertoserve the Premises and in no event shall Tenant be subject to any cross connection charges. [***].

Landlord shall reasonably cooperate with Tenant and provide, at Tenant’s expense, such information,data,documentationandaccessreasonablyrequestedbyTenantfromtimetotimein connection with Tenant’s internal, regulatory, customer, investor, sustainability, environmental, emissions,utilityusage,energyreportingorsimilarreportingobligationsrelatingtothePremises, the Campus, the Power Infrastructure or Tenant’s operations thereat, including information regarding electricity usage, water usage, wastewater discharge, fuel usage, renewable energy attributes,carbonintensity,greenhousegasemissions(includingScope1,Scope2andreasonably available Scope 3 emissions data), cooling system performance, utility source information, and related operational metrics. Landlord shall use commercially reasonable efforts to cause the applicableutilityproviders,CRES Provider,PowerAffiliate,operators and otherapplicablethird parties to provide such information to Tenant where reasonably available. Tenant shall have the right to install, at Tenant’s cost and in accordance with applicable law, additional submeters,

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monitoring devices and reporting systems reasonably necessary to support such reporting obligations.

[***]

(d)Operating Expenses. With respect to each Phase, Tenant shall pay to Landlord OperatingExpensesfortheapplicablePhasecommencingontheDelivery DateforsuchPhasein accordance with, and subject to, the terms of EXHIBIT I attached hereto.

(e)Tax Form. Landlord shall provide to Tenant a duly completed Internal Revenue Service Form W-9.

5.IntentionallyOmitted.

6.Alterations.

(a)Except as otherwise set forth in this Section 6, Tenant has the right, without Landlordapproval,tomakeanyalterations,additions,improvements,orothermodificationstothe Premises desired by Tenant, and additional buildings and any required utility extension or upgrades that may be associated therewith (collectively, “Alterations”), all at Tenant’s sole cost and expense. Notwithstanding the foregoing, in the event that any Alterations materially and adversely affect the Building Structure or Building Systems or would result in any permanent, material reduction of power capacity to the Building, Tenant shall provide to Landlord the plans and estimatesfor the required work for Landlord’s review and approval, whichapproval shall be grantedordisapprovedinLandlord’ssolebutreasonablediscretion(whichdisapprovalmaybeon grounds that additional information is required for approval), within ten (10) business days of Landlord’s receipt. If Landlord fails to so respond to a request for approval of Alterations within such 10-business day period after receipt of the plans and estimates, Landlord will be deemed to haveapprovedtheproposedAlterations,includingwithoutlimitation,theplansandcoststhereof. Tenant shall endeavor to give Landlord not less than ten (10) days’ prior written notice before commencing any such Alterations that require Landlord’s approval so as to permit Landlord to post appropriate notices of non-responsibility. In no event shall such Alterations (i) violate any encumbrances or entitlements affecting the Land, including, without limitation, the Abatement Agreement, (ii) violate any applicable Laws, or (iii) release Hazardous Materials at the Land or otherwise violate Environmental Requirements.

(b)Tenant shall cause, at its sole cost and expense, all Alterations to comply with Landlord’scommerciallyreasonableinsurancerequirementsandwithLawsandshallconstruct,at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations. All Alterations shall be constructed in a first class and workmanlike manner. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to

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Landlord final lien waivers from all such contractors and subcontractors that performed work to thePremisesinanamountequaltoorgreaterthan[***] or, in any case to the extent received by Tenant.

(c)TenantshallbeentitledtoinstallsignagewithTenant’stradenameontheexterior oftheBuilding.Landlordwillnotinstallanysignagein,onoraboutthePremiseswithoutTenant’s approval(whichTenantmaywithholdin itssoleandabsolute discretion),except (i)signagewith Landlord’stradenamelocatedonorwithinthepowerinfrastructurewhichsignageisinstalledand maintained in compliance with all applicable Laws and, (ii) for such signs as may be requiredby applicableLawsinconnectionwiththeperformanceofLandlord’sWork.Tenantmayplacesuch signsinoraboutthePremisesasTenantmaydesire,solongassuchsignscomplywithapplicable Laws.

(d)Tenant and its utility, telecommunications services and dark fiber providers, will have the right, without Landlord’s consent, to install, test, monitor and maintain telephone and network connectivity equipment including, but not limited to, duct banks (above ground or underground), conduits, pathways, cabling, wiring, connections, distribution panels and related equipmentin,on,underandaboutthePremises;providedthattheforegoingshallnot(i)materially and adversely affect the Substation, (ii) violate any encumbrances or entitlements affecting the Premises, including, without limitation the Abatement Agreement, (iii) violate any applicable Laws, or (iv) release Hazardous Materials at the Premises or otherwise violate Environmental Requirements.

(e)Except as set forth in the Work Letter and otherwise required by Law or to otherwise comply with Landlord’s obligations under this Lease, after the Commencement Date, Landlord will not have the right pursuant to this Lease to make any Alterations to the Premises after the Commencement Date without Tenant’s prior written approval, which Tenant may withhold in its sole and absolute discretion.

(f)Tenant shall keep the Premises free from any and all liens arising out of any Alterations, or any other work performed, materials furnished, or obligations incurred by or for Tenant. Inthe eventthat Tenant shall not,withinthirty(30)daysfollowing theimpositionofany such lien, cause the same to be released of record by payment thereof or posting of a bond in a form and issued by a surety reasonably acceptable to Landlord. Following the expiration of said thirty (30) day period, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paidbyLandlordinconnectiontherewith,togetherwithallofLandlord’sreasonableout-of-pocket costsandexpenses,andTenantshallindemnifyanddefendeachandalloftheLandlordProtected Partiesagainst anydamages,losses,costs,liabilities,expensesand claimsarisingoutofanysuch

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claim.Tenant’sindemnificationofLandlordcontainedinthisSectionshallsurvivetheexpiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by Law.

7.MaintenanceandRepair.

(a)Tenant’sMaintenanceObligations.

(1)Subject to any remaining construction obligations of Landlord pursuant to the Work Letter and Landlord’s maintenance obligations as set forth elsewhere in this Section7, Tenant (a) shall have operational control and responsibility of each portion of the Premises in a PhasefollowingtheDeliveryDateastosuchPhase,respectively,whichresponsibilityTenanthas contracted to Landlord or an Affiliate of Landlord (the “Operator”) pursuant to the Services Agreement,and(b)will,atitssolecostandexpense,maintainandrepairthePremises(excluding the Building Structure) following the Commencement Date, in first-class condition, order and repairincompliancewithallapplicableLaws andatalltimesduringtheTerm,ordinarywearand tear and damage by casualty excepted.

(2)Tenant and Landlord will reasonably cooperate in the enforcement of any warranty by the other Party so that the maximum recovery under such warranty can be obtained.

(3)Landlord shall be responsible to reimburse Tenant for the following costs (the “Reimbursable Repairs”):

(i)the costs of repairsandreplacementsto Landlord’s Work, to the extent such repair or replacement is Landlord’s responsibility under the Work Letter and the need for such repair or replacement arises during the applicable Landlord warranty periodsthatcoversuchrepairorreplacementassetforthintheWorkLetter,excepttothe extenttheneedforanysuchrepairsorreplacementswascausedbyTenant’soranyTenant Party’s negligence, gross negligence or willful misconduct;

(ii)thereasonableout-of-pocketcostsofrepairsandreplacementstoall portions of the Premises or Alterations to the extent the same are damaged due to the negligent acts (but not omissions) of Landlord or its agents, contractors, vendors, or subcontractors, fraud, willful misconduct or breach of Landlord’s obligations under this Lease.

Landlord shall reimburse Tenant, within thirty (30) days following Tenant incurring such costs. If after such thirty (30) day period Landlord has not paid the amounts due, Tenant will be entitled to offset such amount from up to [***] of Base Rent each month (providedthat such

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amounts may be accelerated in order for Tenant to recover the full amount prior to expiration of the Term) until such amount is fully recovered.

(4)ThePartiesacknowledgethat(i)Tenanthasdelegatedthemaintenanceand otherobligationsunderthisLeasetoOperatorpursuanttothatcertainservicesagreementexecuted concurrentlyherewith (the“Services Agreement”),incorporatingtheterms includedontheterm sheetattachedheretoasEXHIBITJ,(ii)theServicesAgreementisaseparateagreement(suchthat a default under such Services Agreement shall not be a default under this Lease, and vice versa), and (iii) the Services Agreement may have a term that is shorter than the Term. Notwithstanding anything in this Lease to the contrary, during theterm oftheServicesAgreement, the restrictions upon Landlord’s access to the Premises set forth in this Lease shall not restrict access by the Operator to the Premises, but such access will be subjectto the terms ofthe Services Agreement.

(b)Landlord’s Maintenance Obligations. Subject to Section 7(a), Landlord shall keepin firstclasscondition,orderandrepairtheBuildingStructureandthePower Infrastructure, including the associated transmission, Substation, duct banks, power and cooling Infrastructure ordinary wear and tear and damage by casualty excepted, and Landlord shall comply with Section22(a)in connection with the foregoing covenant. Subject to Tenant’s obligation to reimburse Landlord for Operating Expenses, all such maintenance and repair, including the cost of replacing capital items, shall be performed at Landlord’s cost. Landlord’s maintenance obligation shall include the obligation to provide adequate staffing of qualified professionals to operate and maintain the Power Infrastructure during the Term and shall keep critical spareparts on site to minimize outages of the Power Infrastructure and reduce outage duration.

(1)In the event that Landlord fails to properly maintain, repair, or replace the BuildingStructureorthePowerInfrastructure,Tenantshallbeentitledtotheremediessetforthin Section 7(c)below.

(2)Landlord shall (a) perform (or cause to be performed) all repairs and replacementsthataretheresponsibilityofLandlordunderthisLeaseincompliancewithallLaws andinagood,workmanlikeandlien-freemannerusingqualified,licensedcontractors,and(b)use commercially reasonable efforts to cause all contractors and subcontractors to insure all Tenant Partiesasadditionalinsureds,tothesameextentthatLandlordoranyofLandlord’sAffiliatesare additionalinsureds,andnameallTenantPartiesasindemniteesandbeneficiariesofallguaranties and warranties, to the same extent that Landlord or any of Landlord’s Affiliates are indemnitees andbeneficiariesofguarantiesand warrantiesundertheapplicablecontractsandsubcontracts. In connection with the foregoing, Tenant shall have the right to observe Landlord’s performance of anyandallmaintenanceand/orrepairstothePremisesandLandlordshallcooperateandcoordinate with Tenant regarding any such maintenance and/or repairs, including providing Tenant with

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commercially reasonable advanced noticeof such maintenance and repairs, but such observation shall not be a prerequisite for Landlord’s performance.

(3)LandlordshallcooperatewithTenantintheenforcementofanywarranties assigned to Tenant pursuant to the Work Letter. In the event that any warranty under the Work Letter is not assigned to Tenant, Landlord shall use commercially reasonable efforts to enforce such warranty for Tenant’s benefit.

(c)Tenant Takeover Right. Notwithstanding anything to the contrary set forth in Section7(b)above,at anytimeuponatleast thirty(30)days’noticeto Landlord,Tenantmay (in its sole discretion) enter into any service contract relating to any maintenance, repair or replacement obligation of Landlord pertaining to the Power Infrastructure, life safety systems, and/orMEPinfrastructure.Withoutlimitingtheforegoing,ifLandlordfailstoperformanyofits maintenance,repairorreplacementobligationspertainingtotheBuildingStructure(otherthanthe PowerInfrastructure,lifesafetysystems,and/orMEPinfrastructure)inamannerthatisconsistent with industry best practices for similar facilities, or if the manner in which Landlord performs or Landlord’s failure to perform such obligations will, in Tenant’s reasonable determination, cause or result in a degradation of the performance of the facilities or will otherwise interfere with Tenant’s operations at the Premises, and Landlord does not remedy such failure to Tenant’s satisfactionwithinthirty(30)days’noticeafterTenantdeliverswrittennoticetoLandlord,Tenant may (in its sole discretion) enter into any service contract relating to any maintenance, repair or replacement obligation of Landlord pertaining to the Building Structure as set forth in Tenant’s notice,atTenant’ssolecost.IfTenantexercisesthetakeoverrightdescribedinthisSection7(c), (i) Landlord will not have any obligation under Section 7(b)above to maintain any matters managedbyTenantpursuanttothetermsofthisSectionorcoveredbysuchservicecontractafter thedatesetforthinTenant’snoticeand(ii)anycostsincurredbyLandlordinconnectionwithany matterscoveredbysuchservicecontractafterthedatesetforthinTenant’snoticewillbeexcluded from Operating Expenses. No such takeoverwill limit Landlord’s obligations with respect to the Reimbursable Repairs.

8.Use; Compliance with Laws. Subject to the terms and conditions of this Lease and all applicable Laws, Tenant will have the rightto usethePremisesforthePermitted Usethroughout the Term. Tenant will comply, at Tenant’s sole cost, with all Laws, encumbrances, and permits relatingtotheuse,condition,accessto,andoccupancyofthePremisesandwillnotcommitwaste or subject the Premises to any use that would devalue or damage the Premises (except for by normal wear and tear and depreciation). Nothing herein will require Tenant to conduct any businessfromthePremises.SubjecttoapplicableLaws,Tenantwillhavetherighttoparkvehicles, store and use trailers, and locate and use modular data center equipment, backup generators and equipment in theexterior areas of the Premises. Notwithstanding anythingto the contrary herein, Tenant isnotresponsiblefor,andLandlordretainsfull responsibilityforanyand all violationsof applicable

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LawsexistingasoftheCommencementDateexcepttotheextentcausedbyTenantor aTenantParty. Subject tothetermsand conditionsofthis Lease and allapplicable Laws,Tenant may use the entire Premises 24 hours a day, 7 days a week, 52 weeks a year.

9.Assignment[***]byTenant.

(a)Transfers.TenantmaynotassignthisLease(eacha“Transfer”)withouttheprior written consent of Landlord, in Landlord’s reasonable discretion, which consent shall not be unreasonably withheld,conditionedordelayedandshall besubjectto goodfaithconsiderationof creditenhancementsetforthbelow(providedthat,itshouldbereasonableforLandlordtowithhold its consent to a Transfer if Landlord’s lender withholds its consent to such Transfer based on the creditworthiness of the transferee). Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to any of the following situations: (i) a Transfer to a [***], [***], (ii) a Transfer to any Affiliate ofTenant whereTenant continues to guarantee all of the obligations under this Lease following such Transfer, or (iii) a Transfer to any other party where Tenant continues to guarantee all of the obligations under this Lease following such Transfer. [***] [***]. Landlord shall consider in good faith other credit enhancements other than the foregoing credit rating when determining whether to grant or withhold its consent to a Transfer. Upon any Transfer [***], Tenant will be automatically released from any obligationsunderthisLeaseoccurringfromand afterthedateofsuchTransfer;providedthat,for the avoidance of doubt, except with respect to a Transfer [***], Tenant shall not be released from its obligations under this Lease. [***]. The collection of the Base Rent and anyothersumsdueandpayableunderthisLease,fromapersonotherthanTenantshallnotbe(1) a waiver of any of Landlord’s rights under this Section9(a), (2) an acceptance of assignee [***]asTenant,or(3)areleaseofTenantfromtheperformanceofTenant’sobligationsunder this Lease. [***]. A Transfer by Tenant in violation of the provisions of this Section 9(a)shall be void and of no effect. As used herein, “Tangible NetWorth” means the excess of total assets over total liabilities (in each case, determined in accordance with GAAP) excluding from the determination of total assets licenses, patents, trademarks, trade names, copyrights, and franchises, and other intangible assets as classified under GAAP as intangible assets.

(b)Colocation. Landlord acknowledges that the business to be conducted by Tenant inthePremisesmayincludetheinstallationanduseofcertainequipmentowned,licensed,leased, or otherwise used by customers, affiliates, vendors or colocators of Tenant (collectively, “Colocating Parties”) in the Premises. Tenant may, without Landlord’s prior written consent, enter into license agreements (collectively, “Colocation Licenses”) with Colocating Parties to install and operate such Colocating Parties’ equipment in the Premises in order to interconnect with Tenant’s equipment and facilities and/or other Colocating Parties equipment and facilities; provided,however,theColocationLicenses,andeachColocatingParties’useofthePremiseswill be subject and subordinate to the terms of this Lease. Landlord and Tenant hereby acknowledge and agree

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that the Colocation Licenses will not constitute, or be deemed to be, the grant of a leasehold [***]interest, or otherwise constitute, or be deemed to be, a real property interest in the Premises.

(c)Leasehold Mortgages. Tenant shall have the right at any time during theTerm to encumberitsleaseholdestatehereunderwithamortgage,deedoftrustorothersecurityinstrument (a “Leasehold Mortgage”) in favor of any lender or agent or trustee or similar representative on behalf of one or more lenders or noteholders or other investors under a Leasehold Mortgage (as definedbelow);providedsuchlender,agentortrusteeorsimilarrepresentative(butnotnecessarily the lenders, noteholders or other investors which it represents) is a banking or other financial institutioninthebusinessofgenerallyactingasalender,agentortrusteeorsimilarrepresentative (ineachcase,onbehalfofagroupoflenders)underdebtagreementsorinstrumentssimilartothe LeaseholdMortgage(a“LeaseholdMortgagee”);providedthat,exceptasprovidedinthisLease, no Person shall be considered a Leasehold Mortgageeunless the underlying Leasehold Mortgage includes anexpress acknowledgement that any exerciseof remedies thereunder that would affect the leasehold estate shall be subject to the terms of the Lease, including, without limitation, Section9. Tenant shall provide written notice to Landlord of such Leasehold Mortgage, a true copy ofsuchLeasehold Mortgage, and the notice information forsuch Leasehold Mortgagee and if there is more than one Landlord Mortgagee designating a single entity to act on behalf of all Leasehold Mortgagees (a “Leasehold Mortgagee Information Notice”) and no notice from Landlordshall beeffectiveunless it is also given to any Leasehold Mortgagee. Further, provided thatTenant hasdeliveredaLeaseholdMortgageeInformationNotice,each LeaseholdMortgagee shall receive notice, and a copy, of any award or decision made in said arbitration or other proceeding.

(1)Default and Cure Rights. In the event of a default by Tenant hereunder, Landlord shall accept any curative acts undertaken by or at the instigation of a Leasehold Mortgagee in accordance with the terms of this Section as if the same had been undertaken by Tenant. If Landlord shall elect to terminate this Lease by reason of any default of Tenant, the Leasehold Mortgagee shall have the following rights:

(i)to nullify any notice of termination by curing such default prior to the expiration of any cure period for such breach afforded to Tenant; and

(ii)topostponeandextendthespecifieddatefortheterminationofthis LeaseasfixedbyLandlordinitsnoticeoftermination,foraperiodofnotmorethanninety (90)days,providedthatsuchLeaseholdMortgageeshallagreewithLandlord(bygivinga notice to that effect to Landlord) prior to the effective date of termination, to accomplish

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the following within the times hereinafter provided and shall, in fact, accomplish the following in a timely manner:

(A)cureorcausetobecuredwithinten(10)daysofsuchnotice any then-existing Monetary Defaults;

(B)promptly cure or cause to be cured any other defaults that such Leasehold Mortgagee can cure;

(C)takestepstoacquireorsellTenant’sinterestinthisLeaseby foreclosure of the Leasehold Mortgagee or otherwise, provided that the time period for commencementofsuchstepsshallbeextendedonedayforeachdaythattheLeaseholdMortgagee is under any statutory or judicial restraint precluding the taking of such steps; and;

(D)prosecuteto completion with reasonable diligence the steps commenced pursuant to the proceeding clause.

If,attheendofsaidninety(90)dayperiod,asthesamemaybeextendedasaforesaid,the LeaseholdMortgageeshallbeactivelyengagedinstepstoacquireorsell Tenant’sinterestherein andisincompliancewiththeotherconditionssetforthinclauses(A)through(B)above,thetime forcompletionofsaidstepsshallbefurtherextendeduponthesameconditionsforsuchperiodas shallbereasonablynecessarytocompletesuchstepswithreasonablediligence.IfTenant’sinterest isacquiredorsoldbyforeclosureoftheLeaseholdMortgageorotherwiseduringsaidninety(90) day period, as the same may be extended as aforesaid, the intended termination of this Lease by Landlord under the aforesaid notice will be automatically nullified, and this Lease will continue as if said notice of termination had never been given. Notwithstanding anything to the contrary herein, no Leasehold Mortgagee shall be permitted to foreclose on Tenant’s interest in the Lease unless such foreclosure would satisfy the transfer requirements of Tenant under Section9of this Lease. Nothing in this subsection of this Section 9(c), however, shall be construed to extend this Lease beyond the original term thereof, nor to require a Leasehold Mortgagee to continue such foreclosure proceeding after a default has been cured. If the applicable default shall be cured pursuant to the terms and within the time periods allowed in this Section 9(c)and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.

(2)Assignment. Tenant’s interest in this Lease may be assigned pursuant to judicial or non-judicial foreclosure or a conveyance in lieu of foreclosure (a “ForeclosureTransfer”); provided that such transferee must be a [***]. Any transferee under a Foreclosure Transfer, and any Leasehold Mortgagee that acquires the Tenant’s interest under a new lease pursuant to clause(3) below, may assign this Lease but such transferee shall not be released from

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all liability as Tenant under this Lease from and after the date of such assignment unless such assignment is to a [***].

(d)New Lease. If this Lease, without the consent of a Leasehold Mortgagee, is terminated for any reason prior to its stated Term (except as a result of a default by Tenant hereunder that Leasehold Mortgagee did not timely cure in accordance with Section 9(c)(1)), Landlordshall,uponwrittenrequestfromtheLeaseholdMortgageemadewithinten(10)business days aftersuchtermination, enterinto anewlease ofthePremiseswith the Leasehold Mortgagee timely requesting such a new lease. The new lease shall be on the same terms and conditions as thisLease(includinganyrightsoroptionstoextendtheTermoracquiretheLand)andshallhave the same priority as this Lease. Landlord’s obligation to enter into the new lease shall be conditioned upon the following: (a)the Leasehold Mortgagee shall have cured all monetary defaultsandcommenced,andallreasonablycurablenon-monetarydefaults;and(b)theLeasehold MortgageeshallreimburseLandlordforallreasonablecostsandexpensesincurredinenteringinto the new lease.

10.Insurance;Waivers;Subrogation;Indemnity

(a)Landlord’sInsurance.Landlordshallmaintainthefollowinginsurance:

(1)specialformcausesoflosspropertyinsurancecoveringthefullreplacement cost of the Power Infrastructure or such policy shall have a limit of liability equal to the full replacementvalueforthePowerInfrastructure,togetherwithinsuranceagainstsprinklerdamage, vandalism and malicious mischief, rental loss insurance for up to [***], and such further insurance as Landlord deems necessary and commercial general liability insurance applying to the use and occupancy of the Power Infrastructure, and any areas adjacent thereto. Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it maydeem necessary, including, but not limitedto, commercial liability insurance and rent loss insurance.All such insurance shall be included as part of the Operating Expenses charged to Tenant; and

(2)With respect to each Phase, prior to the commencement of construction, Landlordshall procure and maintain construction property insurance (builder’s risk, civil-works, or equivalent). All such insurance shall be included.

(b)Tenant’s Insurance. Tenant, at its expense, shall obtain and maintain during the Term (except as expressly set forth below) insurance of the types and amounts as follows and issued by insurance companies that are reasonably acceptable to Landlord:

(1)from and after the date that the Building is substantially complete and operational,specialformcommercialpropertyinsurancecoveringthefullreplacementcostofthe Premises (other than the Power Infrastructure) at Tenant’s expense or such policy shall seek

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approval from Landlord for a limit of liability equal to [***], and such insurance shall (a) at a minimum,covertheperilsinsuredundertheISOspecialcausesoflossform(CP1030)including flood, earthquake, windstorm and severe convective storm perils where commercially available and at rates that are not cost-prohibitive, and (b) eliminate any coinsurance requirement in the policythroughtheattachmentofanagreedamountendorsement,theactivationofanagreedvalue option, or as is otherwise appropriate under the particular policy form and (c) shall also include machinery/mechanical breakdown insurance;

(2)worker’s compensation insurance with no less than the minimum limits required by law;

(3)employer’sliabilityinsurancewithlimitsnotlessthanthegreaterof(A) [***] each accident forbodily injury by accident and [***] each employeeforbodily injury by disease or (B) such limits as required by law;

(4)from and after the date that the Building is substantially complete and operational, commercial general liability (“CGL”) insurance, and, if necessary, commercial umbrellainsurance,withlimitsofnotlessthan[***]eachoccurrenceandnotlessthan

[***]intheaggregateforpropertydamage,personalinjuries,ordeathsofpersonsoccurring in or about the Premises to the extent commercially available and at rates that are not cost-prohibitive;

(5)automobile liability and, if necessary, commercial umbrella liability insurancewithalimitofnotlessthan[***]eachaccident,andsuchinsuranceshall(I)cover liabilityarisingoutofanyauto(includingowned, hired, andnon-ownedautos),(II)be written on ISO form CA 00 01, CA 00 05, CA 00 25, or a substitute form providing equivalent liability coverage,(III) includeLandlordasaninsuredusing ISOendorsement CA 2048oranequivalent form;

(6)from and after the date that the Building is substantially complete and operational, excess or umbrella insurance, providing coverage on a “following form” basis and shall provide coverage in excess of the commercial general liability, employer’s liability, and commercial auto liability with limits of not less than [***] each occurrence and not less than [***] in the aggregate;

(7)In addition, during any period when any demolition or construction on the Premisesisunderway orifAlterationsarebeing madein accordancewiththislease,Tenantshall maintaincancauseanycontractorstomaintaininsuranceduringtheconstructionorinstallationof any improvements in according with this section.

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(8)The required coverage and limits listed herein are minimum limits establishedbyLandlordasofthedatehereofandbywrittennoticefromLandlordtoTenantfrom time to time (but, not more frequently than once in each five (5) calendar year period), Landlord mayreasonablyrequireincreasestotheminimumlimitsofanyoftherequiredpoliciestoamounts institutional prudent owners of real estate similar to the first-class hyperscalers in the area where the Premises is located would prudently maintain (to the extent commercially available at rates that are not cost-prohibitive) and nothing contained in this paragraph shall be construed to mean the required limits are adequate or appropriate to protect Tenant from greater loss and shall not limit the liability of Tenant; and

(9)At Tenant’s option, Tenant shall purchase business income, business interruption, extra expense or similar coverage as part of its special form commercial property insurance, but should Tenant not purchase business income, business interruption, extra expense or similar coverage in no event shall Landlord be liable for any business interruption or other consequentiallosssustainedbyTenant,whetherornotitisinsured,evenifsuchlossiscausedby the negligence of Landlord, its employees, officers, directors, or agents; except, that, Landlord shallbeliableforanybusinessinterruptionorotherconsequentiallosssustainedbyTenantifsuch losswascausedbythegrossnegligenceorwillfulmisconductofLandlord,itsemployees,officers, directors, or agents.

(c)Tenant’sCGLinsuranceshallbewrittenon ISO occurrenceformCG 00010413 (orasubstituteform providingequivalentcoverage)andshallcoverliabilityarisingfrompremises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. Landlord, and at Landlord’s request,anylenderholdingamortgagelienagainstthePremisesshallbeincludedasanadditional insuredunderTenant’sCGLinsurance,usingISOadditionalinsuredendorsement,CG2011ora substitute providing equivalent coverage, and under Tenant’s commercial umbrella insurance, if any. Tenant’s CGL insuranceshall also insure onanoccurrenceand not aclaims-made basis and contain hostile fire coverage and contractual liability coverage. Tenant’s CGL insurance shall applyasprimaryinsurancewithrespecttoanyotherinsuranceorself-insuranceprogramsafforded to or maintained by Landlord. There shall be no endorsement or modification of Tenant’s CGL insurance to make it excess over other available insurance; alternatively, if Tenant’s CGL insurance states that it is excess or pro rata, such policy shall be endorsed to be primary with respecttotheadditionalinsuredorinsureds,asthecasemaybe.EachPartyheretowaivesallrights against the other Party hereto and its agents, officers, directors, and employees for recovery of damagestotheextentthesedamagesarecoveredbythewaivingParty’sCGLinsurance,andunder such Party’s commercial umbrella insurance, if any, maintained pursuant to this Section 10(b).

(d)Insurer Requirements. All insurance required to be maintained by Landlord or Tenant under this Lease shall be issued by insurance companies authorized to do insurance

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business in thestate in which thePremises are locatedand thatarerated not less than A-,VIII in Best’sInsuranceGuideoranequivalentratingfromanothernationallyrecognizedinsurancerating agency.

(e)NoSubrogation;WaiverofPropertyClaims.LandlordandTenanteach waives any claim it might have against the other for any damage to or theft, destruction, loss, or loss of use of any property, to the extent the same is insured against under any insurance policy of the types described in this Section10that covers the Premises, Landlord’s or Tenant’s fixtures, personal property, leasehold improvements, or business or loss of revenues, or is required to be insured against under the terms hereof, regardless of whether the negligence of the other Party caused such Loss (defined below). Nothing contained in this Section 10shall be interpreted or usedtoinanywayaffect,limit,reduceorabrogateanyinsurancecoverageprovidedbyanyinsurer toeitherTenantorLandlord.Additionally,TenantwaivesanyclaimitmayhaveagainstLandlord oranyoftheotherLandlordProtectedParties(definedbelow)foranyLosstotheextentsuchLoss is caused by a terrorist act, and Landlord waives any claim it may have against Tenant or any of the otherTenant Protected Parties(defined below) for any Loss to the extent such Loss is caused by a terrorist act. Each Party will cause its insurance carrier to endorse all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other Party. Tenant acknowledgesthatLandlordwillnot carry insuranceon any propertyofany Tenant Party located in or about the Premises and, except to the extent caused by Landlord’s gross negligence orwillfulmisconduct,TenantassumesallriskoflossforthepropertyofanyTenantPartylocated in or on the Premises. Landlord acknowledges that Tenant will not carry insurance on, and will not be responsible for damage to, any property of any Landlord Party located in or about the Premises or the Power Infrastructure; provided, however, that the foregoing shall not be deemed to be a waiver of any right or remedy available to Tenant under the Services Agreement.

(f)Indemnity.

(1)Subject to Section10(f)and except to the extent (x) Landlord is obligated toindemnifyTenantpursuanttoSection10(f)(2)belowand (y)arisingfromanyLossesresulting fromthegrossnegligenceorwillfulmisconductofLandlordandLandlordProtectedParty,Tenant will indemnify, protect, defend, and hold harmless all of Landlord, Landlord Protected Parties, Landlord’s property manager, Landlord’s Lender (as defined in Section11below) and their respectiveshareholders,members,partners,Affiliatesandsubsidiariesandanydirectors,officers, employees,insurers,representatives,agentsorcontractorsofsuchpersonsorentities(collectively, the “Landlord Protected Parties”) from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, penalties, losses, liens, and expenses (including reasonable attorneys’ fees) (a “Loss” or collectively, “Losses”) to the extent arising from or in connection with(a)theuseoroccupancyofthePremisesby TenantortheTenantParties,(b)thenegligence orwillfulmisconductbyTenantoranyTenantPartywithrespecttotheuseoftheLand,Common

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AreasorPremises, (c)thirdparty claimsarisingfrom anybreachordefault intheperformanceof Tenant’s obligations under this Lease, (d) the presence of any Hazardous Materials Handled by Tenant(oranyTenantParty)at,onorunderthePremises,(e)anydamageorconditioncausedthe presenceof any HazardousMaterialsin violationofEnvironmentalRequirementsat,on orunder the Premises caused or exacerbated after the Commencement Date, including by reason of Hazardous Materials Handled by Tenant (or any Tenant Party); and/or (g)the violation of any Environmental Requirement by Tenant orany Tenant Party at, on or underthePremisesafterthe Commencement Date.

(2)Subjectto Section10(f)and except to the extent (x)causedby any matters forwhichTenantisrequiredto indemnifyLandlordinaccordancewithSection10(f)(1)aboveor (y) of any Losses resulting from the gross negligence or willful misconduct of Tenant, or default under this Lease by Tenant, or any other Tenant Protected Parties, Landlord will indemnify, defend,protectandholdharmlessallofTenant,anyproperty management vendorofTenant, any lender identified by Tenant, and their respective shareholders, members, partners, Affiliates and subsidiaries and any managers, directors, officers, employees, agents, contractors, consultants, representatives, successors, transferees and assigns of such persons or entities (collectively, the “Tenant Protected Parties”) from and against all claims, demands, liabilities, causes of action, suits, judgments,damages, and expenses (including reasonable out-of-pocket attorneys’fees) for anyLosstotheextentarisingfromanyoccurrenceinorontheLand,CommonAreasorPremises totheextentcausedbythenegligence,grossnegligenceorwillfulmisconductofLandlordorany Landlord Party.

(3)Subjectto Section10(e)andexcepttotheextentcausedbyanymattersfor which Tenant is required to indemnify Landlord in accordance with Section 10(f)(1)above, Landlord further agrees to indemnify, defend, protect and hold harmless Tenant and the other Tenant Protected Parties from and against any third party Loss (i.e., a Loss claimed by any third party that is not a Tenant Party or any of the Tenant Protected Parties) to the extent caused by Landlord’s gross negligence or intentional misconduct. Landlord further agrees to indemnify, defend,protectandholdharmlessTenantfromanyLossrelatedtoanydamageorconditioncaused by(i)thepresenceofanyHazardousMaterialsinviolationofEnvironmentalRequirementsat,on or underthePremisesexisting asoftheCommencement Date, unless caused or exacerbated after the Commencement Date, including by reason of Hazardous Substances Handled by Tenant (or anyTenantParty)at,onorunderthePremisesinviolationofEnvironmentalRequirements,or (ii)theviolationofanyEnvironmentalRequirementbyLandlord(oranyLandlordParty)at,onor under the Premises as of the Commencement Date.

(4)The rights to indemnification under thisSection10(f)shall not be affected or treated as qualified by any investigation or due diligence conducted by or on behalf of either Party or any actual, imputed or constructive knowledge acquired or capable of being acquired

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(whether pursuant to due diligence or otherwise) at any time by or on behalf of either Party, whether before or after the date of execution of this Lease, with respect to the accuracy or inaccuracy of any representations and warranties, or compliance or non-compliance with any obligation,undertaking,representation,covenantoragreementoftheotherPartyunderthisLease, and no such investigation, due diligence or knowledge shall prejudice any claim for indemnification or operate as to reduce any indemnity amount recoverable. Notwithstanding the foregoing or any other language to the contrary in this Lease, no right to indemnification under Section 10(f)(3)shall be available to Tenant and the other Tenant Protected Parties for any HazardousMaterialsidentifiedthroughanyvoluntarysamplingorvoluntarytesting,excepttothe extent required by Environmental Requirements. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant and the other Tenant Protected Parties waive any claimsofcontributionorcostrecoveryagainstLandlordundertheComprehensiveEnvironmental Response, Compensation and Liability Act and similar Environmental Requirements; provided that the foregoing waiver shall not limit or otherwise impact the express rights of Tenant under this Lease. Further, the Parties acknowledge that the Tenant Protected Parties and the Landlord ProtectedPartiesareintendedthirdpartybeneficiariesofthisSection,andnotwithstanding anything to the contrary in this Lease, the Tenant, Landlord and/or their respective assigns shall be entitled to enforce their indemnity right hereunder.

(5)If either Party receives notice of the assertion, filing or service of any lawsuit,claim,demand,action,liabilityorothermatterthatisormaybecoveredbytheindemnities setforthinthisSection,theindemnifiedPartyshallpromptlytenderitsdefensetotheindemnitor. Upon receipt of suchtender, theindemnitor shall promptly takenecessary and appropriate action todefendandprotecttheindemnifiedparties’interest,withcounselreasonablysatisfactorytothe indemnified Party. The indemnified Parties shall at all times have the right to direct the defense of,andtoacceptorrejectanyoffertocompromiseorsettle,anylawsuit,claim,demandorliability asserted against them.

(6)Theindemnificationobligationssetforthhereinare(i)independentof,and will not be limited by, each other or any insurance obligations (whether or not complied with) or damagesorbenefitspayableunderworkers’compensationorotherstatutes,(ii)notdiminishedor limitedinanywaybyanyinsurancecarriedinwholeorinpartbyTenantorLandlord,whichshall in all cases function in excess of these indemnification obligations, and (iii) will survive the terminationofthisLeaseuntilallmatterscoveredbythisindemnityarefullyandfinallybarredby applicable Laws. The indemnification provisions shall include all applicable Laws affecting the validityorenforceabilityofthoseprovisions,andtheapplicableLawswilloperatetoamendthose provisions to the minimum extent necessary to bring the provisions into conformity with the applicable Laws and the provisions, as modified, shall continue in full force and effect.

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(7)In the event of the concurrent negligence or intentional misconduct of Tenant, its agents, employees, or contractors on the one hand and that of Landlord, its agents, employees, or contractors on the other hand, a Party’s (the “Indemnifying Party”) obligation to indemnify the other as set forth in this Section10(f)is limited to the extent of the Indemnifying Party’snegligenceand/orintentionalmisconduct,andthatofitsagents,employees,orcontractors, including theIndemnifying Party’sproportionate share ofreasonable costs, attorneys’ fees, court costs, expert witness fees, and other expenses incurred in connection with any claim, action, or proceeding brought with respect to such injury or damage.

(g)Leasehold Mortgagee Insurance Provisions. With respect to any fire or other hazard insurance maintainedby Landlord covering the Building, the Power Infrastructure, or any other portion of the Premises (collectively, “Landlord’s Building Insurance”), all proceeds payable under such Landlord’s Building Insurance shall be paid first to Landlord’s lenders and bondholders in accordancewith their respective priority, and no Leasehold Mortgagee shall have any claim to or interest in such proceeds that is superior to or pari passu with the interests of Landlord’s lenders and bondholders. For the avoidance of doubt, notwithstanding any other provision of this Lease, no Leasehold Mortgagee shall be named as a loss payee or additional insured (other than for liability coverage) with respect to Landlord’s Building Insurance in a manner that would entitle such Leasehold Mortgagee to receive proceeds prior to, or on a parity with, Landlord’s lenders and bondholders.

11.Subordination.Asofthedatehereof,LandlordrepresentsandwarrantsthatLandlordhas notcausedtheretobeanyMortgagesorPrimaryLeases(each,asdefinedbelow)encumberingthe Premises. Landlord acknowledges and agrees this Lease will not be subordinate to any mortgage or other instrument that now or hereafter secures a monetary lien and encumbers the Premises (eacha“Mortgage”)oranyleaseholdinterestinthePremisessuperiortothisLeaseincludingany groundlease(eacha“PrimaryLease”),unlessaSubordinationandNonDisturbance-Agreement (“SNDA”), in a form reasonably acceptable to Tenant and Lender and consistent with the provisions of this Section11, is executed and delivered to Tenant by the mortgagee, beneficiary, grantee or other secured party under any such Mortgage or the lessor under any such Primary Lease,asapplicable(anysuchmortgagee,beneficiary,granteeorothersecuredpartyandanysuch lessor each being referred to herein as a “Lender”). Landlord will require that the terms of any SNDAprovide at a minimum, that so long as there is no existing Event ofDefault of Tenant that has persisted beyond any applicable cure periods under this Lease, (a)Tenant’s possession and rights under this Lease shall not be disturbed, (b) Tenant’s rights or obligations under this Lease shall not be modified in any material respect, (c) Tenant shall be notified of any default by LandlordunderLandlord’sagreements withtheLender, and (d) Tenant shall notbejoined inany foreclosure or similar proceeding. Tenant agrees to execute and deliver such an SNDA in recordable form within ten (10) business days after receipt of written request by Landlord, provideditisconsistent

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withthetermsofthisSection11.Providedthattheholderofanyparticular Mortgage or lessor under any particular Primary Lease, as applicable, agrees not to disturb Tenant’s rights hereunder pursuant to the terms of an SNDA that is consistent with the terms of this Section11and upon Tenant’s receipt of the executed SNDA, this Lease will be subordinate to that particular Lender’s Mortgage or Primary Lease, as the case may be, that now or hereafter covers all or any part of the Premises. Notwithstanding anything to the contrary set forth in this Lease, that in no event shall this Lease be subordinate to any Mortgage or PrimaryLeaseheld by any entity that is a [***] or a [***] (as defined in Section 28(a)below) or Controlled by a [***] or [***], and Tenant shall have no obligation to execute an SNDA with any such entity. Any Lendermay elect, at any time, unilaterally, to make thisLeasesuperiortoitsMortgage,PrimaryLease,orotherinterestinthePremisesbysonotifying Tenant inwriting.Thelienofany existingorfutureMortgagewill notcoverTenant’sEquipment locatedinoronthePremises.NotwithstandinganythingtothecontrarysetforthinthisLease,that in no event shall this Lease be subordinate to any Mortgage or Primary Lease held by or benefitting,anyentitythatisa[***]ora[***](asdefinedinSection28(a)below) or Controlled by a [***] or a [***], and Tenant shall have no obligation to execute an SNDA with any such entity. During the Term, Landlord will ensurethat no Lender(or any entity holding a Mortgageor Primary Lease) is a[***] or is owned (other than a non-controlling, minority interest) or controlled by a [***]. A violation oftheforegoingsentence,totheextentsuchviolationisnotcuredbytheearliertooccurof(i)the date that is sixty (60) days after the date such [***] or [***] becomes a Lender, the entity which is owned or controlled by such [***] or [***] become a Lender, or such [***] or [***] comes into control or ownership ofLandlord’sLender,asapplicable,or(ii)thedatethatsuch[***]or[***] orLenderowned(otherthananon-controlling,minorityinterest)orcontrolledbysuch[***] or [***] forecloses on the Mortgage, shall be deemed to be a Prohibited Sale, and, in addition to the other rights and remedies available at law or in equity, Tenant shall have the rights set forth in Section28below. In no event shall a Prohibited Entity or [***] bepermittedtoaccesstoTenant’sConfidentialInformationbyvirtueoftheownershipofanynon-controlling interest in Lender or participation or syndication interest in a loan secured by a MortgageencumberingthePremises,andanydisclosureofTenant’sConfidentialInformationto a[***] orRestrictedPartyin connectiontherewithshall permitTenantto exercise its rights under Section 29below.

12.Condemnation

(a)Total Taking. If the Premises or a portion thereof is taken by right of eminent domain or conveyed in lieu thereof (a “Taking”), and if such Taking is of the entire Premises (a “TotalTaking”),thenthisLeasewillterminateasofthedateoftheTaking.Tenantmaycontinue to occupy the Premises until the condemning authority takes physical possession pursuant to the termsofthisLease.However,atanytimefollowingwrittennoticeofaTotalTakingorwithinthe timelimitspecifiedfordeliveringpossession,Tenantmay,bywrittennoticeto Landlord,electto

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deliver possession of the Premises to Landlord in its then as-is condition before the actual Total Taking.Tenant’srighttoapportionmentoforcompensationfromtheawardthenaccruesasofthe datethatTenantsodeliverspossession,andTenant’sobligationtopayRentandperformanyother obligations hereunder will end as of the date that Tenant so delivers possession.

(b)Partial Taking -Tenant’sRights. If any partof thePremisesbecomes subjectto a Taking that is not a Total Taking but otherwise permanent in nature (a “Partial Taking”), and suchPartialTakingwillpreventTenant from conductingitsbusinessinthePremisesin amanner reasonablycomparabletothatconductedimmediatelybeforesuchPartialTaking,thenTenantmay terminate this Lease as of the date of such Partial Taking by giving written notice to Landlord within [***] afterthe Partial Taking, and Rent will beapportioned as of the date of such Partial Taking. If Tenant does not terminate this Lease, then Rent will be abated on a reasonable basis as to that portion of the Premises rendered Untenantable by the Taking. A space is “Untenantable” if it is in a condition that will prevent Tenant from conducting on a permanentbasisitsbusinessinthePremisesinamannerreasonablycomparabletothatconducted immediately before such Partial Taking. Notwithstanding the foregoing, if Landlord provides writtennoticetoTenantwithinsixty(60)daysafterthePartialTakingstatingthatLandlordelects torestoretheportionofthePremisesconstitutingLandlord’sWorkaffectedbythePartialTaking, and Landlord diligently prosecutes such restoration and uses best efforts to complete such restorationassoonaspracticable,butinanyeventwithin[***],afterthedateofthe PartialTaking,andprovidedfurtherthatduringsuchrestoration,LandlordshallkeepTenantfully apprisedoftheprogressofsuchrestorationworkandshallpermitTenanttoattendandparticipate in all meetings with the contractor performing such restoration work, then Tenant shall not have the right to terminate this Lease pursuant to this Section. If Landlord does not complete the restoration within said [***], or if the completed restoration fails to meet the standardset forth above, asreasonably determined by Tenant, then Tenant shall have the right to terminate this Lease by written notice delivered to Landlord within thirty (30) days after the end of such period (or within thirty (30) days after completion of the restoration, if applicable), and Rent shall be apportioned as of the date of such termination. In addition to the foregoing, Tenant may also terminate this Lease if the Power Infrastructure is materially impacted by such Taking duringthe[***]andLandlordreasonablyestimates thatitwill takemore than[***]torestorethePremises,subjecttoextensionforForceMajeure. In the event of Tenant’s termination pursuant to this Section12(b), the termination is deemed to be effective as of the date of Tenant’s notice of termination (in which event the parties have no further rights or liabilities under this Lease (except for any that expressly survive termination of thisLease))andTenantshallsurrenderpossessionofthePremisestoLandlordintheirthencurrent conditionwithinareasonableperiodoftimeafterTenantgivesLandlordnoticeofsuch termination. Any Rent paid after the date of such termination shall prorated accordingly.

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(c)Restoration. If this Lease is not terminated in accordance with the provisions of theforegoingsubparagraphs,orifthereisaTemporaryTakingpursuanttothetermsof Section12(d)below,Landlordwill,[***],restoretheremainingportion ofthePremisestoacompletearchitecturalunitoflikequality,operationalfunction,andcharacter as existed prior to such Taking, providedthat Landlord will not be required to expend more on such restoration than the condemnation award received by Landlord which is applicable to the Premises and if the deficiency exceeds [***] (“Landlord Taking Contribution”), then Landlord may terminate this Lease by giving written notice of its election to terminate within thirty (30) days after the Partial Taking, provided that if Landlord terminates as a result of such deficiency, Tenant may negate Landlord’s termination of thisLeasebyprovidingnoticetoLandlordwithin(x)ninety(90)daysor(y)ifsuchPartialTaking occurswithinthe[***],sixty(60)daysofTenant’sreceiptofLandlord’s terminationnotice,statingthatTenantelectstofullyfundthedeficiency(lesstheLandlordTaking Contribution which shall be contributed by Landlord) to restore the Premises.

(d)TemporaryTaking.ExceptasexpresslyotherwiseprovidedinthisSection12(d), if all or any portion of the Premises becomes subject to a Taking for a limited period of time (a “TemporaryTaking”),thisLeasewillremaininfullforceandeffectandTenantwillcontinueto performalloftheterms,conditionsandcovenantsofthisLease,butTenantshallbeentitledtothe fullamountofanyrewardwithrespecttosuchTemporaryTaking(the“TemporaryAward”)and in the event Rent for the time period of the Temporary Taking exceeds the Temporary Award, such excess Rent will be abated. Notwithstanding the foregoing, if a Temporary Taking prevents or will prevent Tenant from either conducting business in the Premises in a manner substantially consistent to that conducted immediately before such Temporary Taking, or materially and adversely affects Tenant’s security requirements (in each case as reasonably determined by Tenant) in any respect, in either event for a period of [***] or longer (the date of such TemporaryTaking,the“ExtendedTemporaryTakingDate”),thenTenantmaybywrittennotice given to Landlord within ninety (90) days after the Extended Temporary Taking Date terminate this Lease,andRent will beapportioned asofthedateoftheterminationasdesignatedbyTenant and Tenant shall have no right to any award attributable to the period after such termination. A Taking will not be considered temporary and this Section will not be applicable if there will be fewer than [***] remaining in the Term when the Premises is anticipated to be restored to Tenant after the conclusion of the Taking.

(e)Award.IfanyTakingoccurs,exceptwithrespecttoaTemporaryTakingpursuant toSection12(d)above,thenLandlordwillcollect,settleandcompromisetheamountofanyaward andTenantwillbeentitledtoparticipatewithLandlordinanyproceedingsornegotiationsrelated theretoandtoseparatelypursueaclaimagainstthecondemnorfortheleaseholdvalueofTenant’s rights pursuant to this Lease, and Tenant shall have the right to contest the Taking or the amount

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of the award therefor granted to Tenant, providedTenant’s claim does not reduce Landlord’s award. Tenant shall be entitled to that portion of the award granted to Landlord expressly attributable to (i) the value of any improvements to the Premises or utilities serving the Premises madeorpaidforbyTenant,and(ii)anylossofgoodwill,businessinterruption,movingexpenses, orthevalueofTenant’sEquipment.WithrespecttoaTemporaryTaking,unlessTenantisentitled toterminatethisLeaseanddoesterminatethisLeasepursuanttoSection12(d)above,Tenantwill collect, settle and compromise the amount of any award and Landlord agrees to cooperate in Tenant’sefforts.Subjecttotheprovisionsofthisparagraph,withrespecttoaPartialTakingwhere thisLeaseisnotterminated,oraTemporaryTakingwherethisLeaseisnotterminated,anyaward orpayment will beheldanddisbursedfirstforthecostsofrestorationoftheimprovementsatthe Premises.

13.FireorOtherCasualty.

(a)Repair Estimate. If, following theCommencement Date, the Premises and/orthe Power Infrastructure are damaged by fire or other casualty (a “Casualty”), Landlord will, within sixty (60) calendar days after receipt of such notice of Casualty from Tenant, deliver to Tenant a good faith estimate (the “Damage Notice”) of the time needed to repair the damage caused by such Casualty.

(b)Tenant’s Rights. If (1) a material portion of Landlord’s Work are damaged by Casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty, (2) [***] estimates that the damage caused thereby cannot be repaired within [***] after the deliveryofthe DamageNotice,subjecttoextensionforForceMajeure(the“RepairPeriod”),and (3) the Casualty was not caused by Tenant’s Equipment or Tenant’s gross negligence or willful misconduct, then Tenant mayterminate this Lease by delivering written notice to Landlord ofits electiontoterminatewithinthirty(30)daysaftertheDamageNoticehasbeendeliveredtoTenant. Notwithstanding the foregoing, Tenant may also terminate this Lease if the Landlord’s Work is damagedbyCasualtyduringthe[***]oftheTermandLandlordreasonablyestimates that it will take more than [***] to repair such damage, subject to extension for Force Majeure; provided that the foregoing termination right will not apply if the CasualtywascausedbyTenant’sgrossnegligenceorwillfulmisconduct.IntheeventofTenant’s terminationpursuanttothisSection13(b),theterminationisdeemedtobeeffectiveasofthedate of Tenant’s notice of termination (in which event the parties have no further rights or liabilities underthisLease(exceptforanythatexpresslysurviveterminationofthisLease))andTenantshall surrender possession of the Premises to Landlord in their then current condition within a reasonable period of time after Tenant gives Landlord notice of such termination. Any Rent paid after the date of such termination shall prorated accordingly.

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(c)Landlord’s Rights. If there is a Casualty to the Landlord’s Work or a material portion of either, and (1)Landlord estimates that the damage to the Premises and/or the Power Infrastructure, asapplicable,cannot berepairedwithintheRepairPeriod,(2)thePremisesand/or the Power Infrastructure is damaged during the [***] of the Term and Landlord reasonably estimates that it will take more than [***] to repair to repair such damage, or (3) regardless of the extent of damage, a material portion of the damage is not fully covered by the insurance policies required to be maintained by Landlord under this Lease (and Landlord has in fact carried such policies) and the deficiency exceeds [***] (“LandlordCasualty Contribution”), then Landlord may terminate this Lease by giving written notice of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant, providedthat if Landlord terminates pursuant to(3)above,Tenant maynegateLandlord’sterminationofthisLeasebyprovidingnotice toLandlord(x)withinninety(90)daysor(y)ifsuchCasualtyoccurswithinthelast[***] of the Term, within sixty (60) days of Tenant’s receipt of Landlord’s termination notice, stating thatTenantelectstofullyfundthedeficiency(lesstheLandlordCasualtyContributionwhichwill becontributedbyLandlord)torestorethePremisesand/orthePowerInfrastructure,asapplicable.

(d)SettlementofInsurance.Providedthis Leaseremainsinfullforceand effect and noEventofDefaultofTenantexistsbeyondtheapplicablecureperiod,Tenantwillhavetheright tohavearepresentativepresentwhenLandlordadjustsandcompromisesclaimsundertheCauses ofLoss-SpecialForm(formerly“all-risk”)PropertyInsurancepolicymaintainedbyLandlord,and thePartieswillusecommerciallyreasonableeffortstoprovideinformationrequiredbytheinsurers relatedthereto;provided,however,suchinsuranceproceedswill bepaiddirectly toLandlordand Tenant will have no right to share in any such proceeds.

(e)Repair Obligation. If this Lease is not terminated pursuant to the terms herein following a Casualty, then Landlord will, as soon as reasonably practicable after such Casualty, begintorepairtheLandlord’sWorkandwillproceedwithreasonablediligencetorestoresameto substantially the same condition that existed immediately before such Casualty except for modifications required by applicable Laws; however, Landlord will not be required to repair or replace any of the Tenant Improvements, Tenant’s Equipment or Alterations within the Premises or any furniture, equipment, trade fixtures or personal property of Tenant or any Tenant Party or othersinthePremises,andLandlordshalluseallavailableinsuranceproceeds(plusallapplicable deductible and self-insured amounts) solely to restore the Landlord’s Work. If this Lease is terminated under the provisions of this Section13, Tenant will be entitled to the full proceeds of its insurance policies providing coverage for all Tenant Improvements and Alterations and all of Tenant’s furniture, fixtures, equipment, installations, and personal property.

(f)Abatement of Rent. Except to the extent caused by Tenant’s gross negligence or willfulmisconduct,ifthePremisesaredamagedbyCasualty,RentfortheportionofthePremises

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renderedUntenantablebythedamagewillbeabatedonareasonablebasisfromthedateofdamage untilthePremisescanbeusedforthePermittedUse(oruntilthedateofterminationofthisLease by Landlord or Tenant as provided above, as the case may be).

14.Events of Default of Tenant. Each of the following occurrences will be an “Event ofDefault of Tenant”; provided, however, notwithstanding any provision of this Lease to the contrary,ifanoccurrencewouldotherwisebeanEventofDefaultofTenant,butsuchoccurrence resultsfrom theactsofLandlordoritsAffiliates,includingthefailureofLandlordorits Affiliate toperformitsobligationspursuanttotheServicesAgreement,ifany,thenthesamewillnotbean Event of Default of Tenant:

(a)MonetaryDefault.Tenant’sfailuretopayRentoranyportionthereof(exceptfor anyportionsubjecttoanyoffset,abatementordeductionasexpresslypermittedbythisLeaseand except as set forth in Section34(a)); within [***] after Landlord has delivered written notice to Tenant that the same is due in accordance with Section4(a)above (a “MonetaryDefault”)(provided,however,thatifLandlordprovides[***]ofMonetaryDefaultinany [***]period,thecureperiodforeach subsequentMonetaryDefaultshallbereduced to [***] for the remainder of such [***] period during the Term). If Tenant failstopayRentoranyportionthereofwhendue,TenantshallpayLandlordupondemandlate paymentinterest onsuchunpaidamountfromthedatesuchamountswere dueandpayableatthe lesser of (a) [***] per annum or (b) the maximum lawful rate of interest (the “ApplicableRate”);

(b)Other Defaults. Tenant’s failure to perform, comply with, or observe any other obligationofTenantunderthisLeaseandthecontinuanceofsuchfailureforaperiodofmorethan [***] afterLandlordhasdeliveredtoTenantwrittennoticethereof;provided,however, that if the default is capable of cure but the failure is of such a nature as to be impracticable or impossibletobecuredbytheendofsuch[***]period,the[***]periodwillbeextended forthenumberofdaysreasonablyrequiredforTenanttocurethesamesolongasTenantinitiates itscurativeeffortswithinsuch[***]periodandthereafterdiligentlypursuessuchcurative effortstocompletion;providedthat,ifsuchdefaultisnotcuredwithin[***]days,Landlord shall have the rights set forth in Section 15(c)(a “Performance Default”);

(c)Critical Defaults. Tenant defaults in the performance of its obligations under Sections9and10andsuchfailureisnotcuredwithinthirty[***]afterLandlordhasdelivered to Tenant written notice thereof (a “Critical Default”); and

(d)Insolvency. The filing ofapetition by oragainst Tenant(1)in anybankruptcy or otherinsolvencyproceeding;(2)seekinganyreliefunderanystateorfederaldebtorrelieflaw; (3)for the appointment of a liquidator or receiver for all or substantially all of Tenant’s property orforTenant’sinterestinthisLease;(4)forthereorganizationormodificationofTenant’scapital

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structure; or (5)in any assignment for the benefit of creditors proceeding; however, if such a petition is filed against Tenant, then such filing will not be an Event of Default of Tenant unless Tenant fails to have the proceedings initiated by such petition dismissed within ninety (90) days after the filing thereof (an “Insolvency Default”).

15.LandlordRemedies.Landlordmay,asLandlord’sexclusiveremediesfollowinganEvent of Default of Tenant take any one or more of the following actions:

(a)TerminationofLease.UpontheoccurrenceofaMonetaryDefault(andonlyafter delivering a second written notice to Tenant specifying in bold, all capitalized font Landlord’s intent to terminate this Lease and allowing Tenant an additional [***] to cure the MonetaryDefault),aCriticalDefault,oranInsolvencyDefault,LandlordmayterminatethisLease by giving Tenant written notice thereof, in which event Landlord may recover from Tenant and Tenant will payto Landlordon demand the sum of (i) all Rent accrued and unpaid for the period up to and including such termination date, together with interest atthe Applicable Rate; (ii) Rent that otherwise would have been payable by Tenant to Landlord for the remainder of the Term (withoutregardtosuchearliertermination)discountedtopresentvalue(ataperannumrateequal to [***]), less any amount that LandlordhasreceivedfromrelettingthePremisesforalloraportionoftheremainderoftheTerm afterallLandlord’sreasonablecostsandexpensesincurredinsuchrelettinghavebeensubtracted; (iii)withoutduplicationofclause(i)(totheextentsuchamountsaredeductedfromrentsreceived therein), any amounts Landlord reasonably incurs in reletting or attempting to relet the Premises during the remainder of theTerm (without regard to such earliertermination), including, without limitation,allbrokerageandrelettingcosts;and(iv)othernecessaryandreasonableexpenses (including without limitation reasonable attorneys’ fees) incurred by Landlord in enforcing its remedies. Theforegoing shall be consideredliquidated damages for loss of the bargain and not a penalty.

(b)TerminationofPossession.UpontheoccurrenceofaMonetaryDefault(andonly afterdeliveringasecondwrittennoticetoTenantspecifyinginbold,allcapitalizedfontLandlord’s intenttoterminateTenant’sright ofpossessionandallowingTenantan additional[***] to cure such Monetary Default), a Critical Default or an Insolvency Default, Landlord may terminateTenant’srighttopossessthePremiseswithoutterminatingthis Leasebygivingwritten noticethereoftoTenantinwhichevent(1)TenantwillpaytoLandlordallRentandotheramounts accruedhereundertothedateofterminationofpossession,(2)Tenantshallpromptlysurrenderof andvacate thePremisesanddeliverpossessionthereoftoLandlordinaccordancewiththisLease and (3) Tenant will continue to pay all Rent and other net sums required hereunder to be paid by Tenant during the remainder of the Term, less any net sums thereafter received by Landlord through reletting the Premises during such period. If Landlord elects to proceed under this Section

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13(b),andtotheextentpermittedbyLaw,LandlordmayremoveallofTenant’sproperty fromthePremisesandstorethesameinthemannerdescribedinSection19below.Landlordshall usereasonableeffortstoreletthePremisesoncommerciallyreasonableterms(whichmayinclude a term different from the Term, rental concessions, and alterations to, and improvement of, the Premises), and providedthat Landlord shall not be required to relet the Premises before leasing any other available properties owned by Landlord or Landlord Affiliate. All amounts payable to Landlord through such reletting (less actual costs incurred by Landlord in connection with such reletting)shallbecreditedtoamountspayablebyTenanthereunder,providedthatTenantwillnot be entitled to the excess of any consideration obtained by reletting over the Rent due hereunder. Reentry by Landlord in the Premises will not affect Tenant’s obligations hereunder for the unexpiredTerm;rather,Landlordmay,fromtimetotime,bringanactionagainstTenanttocollect amounts due by Tenant, without the necessity of Landlord’s waiting until the expiration of the Term. Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to dispossess or exclude Tenant from the PremiseswillbedeemedtobetakenunderthisSection15(b).IfLandlordelectstoproceedunder this Section 15(b), it may at any time elect to terminate this Lease under Section 15(a).

(c)PerformActsonBehalfofTenant.(i)Uponfive[***]prior written notice to Tenant following the occurrence of an Event of Default of Tenant resulting from (A) a breachofTenant’sobligationsto complywithLawthatcouldreasonably beexpectedtoresultin material liability to Landlord, or (B) a failure of Tenant to comply with Environmental Requirements or Tenant’s obligations herein with respect to Hazardous Materials, or (ii) without notice and an opportunity to cure in the event of an emergency involving imminent threat to life/safety or imminent risk of material property damage (each of the items in (i) and (ii), a “LandlordSelf-HelpMatter”),takesuchactiononbehalfofTenant(andenteruponthePremises inconnectiontherewithsolelytotheextent necessarytoresolvesuchLandlordSelf-HelpMatter) inTenant’snameandonTenant’sbehalf,withoutbeingliableforanyclaimfordamagestherefor, to the extent necessary to cure such Landlord Self-Help Matter, and Tenant will reimburse Landlord for any reasonable, actual expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations under this Lease (including, but not limited to, collection costsandattorneys’feesandexpenses).IfTenantfailstopaysuchamountswithinthirty(30)days followingLandlord’swrittendemandtherefortogetherwithreasonableevidenceofsame,interest shall accrue thereon from the date such amount is due and payable at the Applicable Rate. Such entrance and such performanceshall not terminate this Lease or constitute aneviction of Tenant. As a condition to exercising the provisions of this Section 15(c), Landlord covenants and agrees thatanyindividualenteringthePremisesonbehalfofLandlordorathirdpartyengagedorinvited by Landlord will observe and comply with all of Tenant’s Access Protocols (as defined below), provided that in no event shall such Tenant’s Access Protocols inhibit Landlord from correcting theLandlordSelf-HelpMatter.Notwithstandingtheforegoingoranythingtothecontrarysetforth

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inthisLease,LandlordshallnotbepermittedtoenterthePremisestoexerciseitsrightsunderthis Section 15(c), unless such breach by Tenant arises from a Landlord Self-Help Matter, in which event,LandlordshallonlybepermittedtoaccesstheportionsofthePremiseswhicharenecessary tocuresuchLandlordSelf-HelpMatterandLandlordshallcomplywithTenant’sAccessProtocols during all such access.

(d)NoWaiver.Landlord’sacceptanceofRentfollowinganEventofDefaultofTenant willnotwaiveLandlord’srightsregardingsuchEventofDefaultofTenant.Landlord’sacceptance of any partial payment of Rent will not waive Landlord’s rights with regard to the remaining portionoftheRentthatisdue,regardlessofanyendorsementorotherstatementonanyinstrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord’s acceptance of a partial payment of Rent will not constitute an accord and satisfaction of the full amount of the Rent that is due. Institution of a forcible detainer action to re-enter the Premises shall not be construed to be an election by Landlord to terminate this Lease. Landlord may collectand receive any Rent due from Tenant and thepayment thereofshall not constitute a waiverof or affect any notice or demand given, suit instituted or judgment obtained by Landlord orbeheldto waiveoraltertherightsorremedies whichLandlordmayhaveatlaworinequity or by virtue of this Lease at the time of such payment.

(e)Notwithstanding anything herein to the contrary, Landlord expressly waives the righttoforciblydispossessTenantfromthePremisesbutwithoutlimitingLandlord’srightsunder Section15(b), whether peaceably or otherwise, without judicial process such that Landlord will not be entitled to any “commercial lockout” or any other provisions of applicable Laws which permit landlords to dispossess tenants from commercial properties without the benefit of judicial review.

(f)DutytoMitigate.Landlordwillhavethedutyinallinstancestousecommercially reasonable efforts to mitigate its damages with respect to any Event of Default of Tenant.

(g)CumulativeRights. Allrights and remediesofLandlord herein or existing at law orinequity(subjecttothelimitationssetforthinthesucceedingsentence)arecumulativeandthe exercise of one or more rights or remedies shall not be taken to exclude or waive the right to the exerciseofanyother.NotwithstandinganythingtothecontrarysetforthinthisLease,innoevent shall Tenant be permitted to terminate this Lease or abate Rent (except as set forth in Sections12(b), 12(d), and 15(g)) for a breach by Landlord under this Lease.

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16.Events of Default of Landlord. Each of the following occurrences will be an “Event ofDefault of Landlord”:

(a)Performance Default. Landlord will be in default if Landlord fails to perform obligations required of Landlord under this Lease in any material respect and the continuance of such failure for a period of more than thirty (30) days after Tenant had delivered to Landlord written notice thereof; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, then Landlord will not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.

(b)Critical Defaults. Landlord defaults in the performance of its obligations under Section28and such default continues for more than five (5) business days after Tenant has delivered written notice thereof to Landlord.

(c)Insurance. Landlord fails to procure and maintain the insurance policies and coverages as required under Section10(a), and such failure will continue for ten (10) days after Tenant’s written notice thereof; provided, however, it shall not be an “Event of Default” if such default is a result of Tenant’s actions or omissions.

(d)Insolvency. The filing of a petition by or against Landlord (1)in any bankruptcy orotherinsolvencyproceeding;(2)seekingany reliefunderanystateorfederaldebtorrelieflaw; (3)fortheappointmentofaliquidatororreceiverforallorsubstantiallyallofLandlord’sproperty or for Landlord’s interest in this Lease; (4) for the reorganization or modification of Landlord’s capitalstructure;or(5)inanyassignmentforthebenefitofcreditorsproceeding;however,ifsuch a petition is filed against Landlord, then such filing will not be an Event of Default of Landlord unlessLandlordfailstohavetheproceedingsinitiatedbysuchpetitiondismissedwithinninety (90)daysafterthefilingthereof.

17.TenantRemedies.UponanEventofDefaultofLandlordaftertheCommencementDate, inadditiontoallotherrightsandremediesTenantmayhaveunderthisLeaseoratlaworinequity, [***]. Ifafter suchthirty (30) dayperiod Landlord hasnotpaidtheamountsdue,[***]. Notwithstanding any provision of this Lease to the contrary, if a breach of a material obligation of Landlord is an Emergency Situation (as defined below), [***].An“EmergencySituation”shallbe definedasanemergencyinvolvinganimminentthreattolife/safetyoranimminentriskofdamage topropertyorimminent threatto Tenant’soperationsoranimminentrisktoanyCriticalServices (as defined below).

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18.ServiceInterruptions;MaterialInterference.

(a)Electricity Service Interruptions. In the event of any Electricity Service InterruptionEvent(ashereinafterdefined),Tenantshallbeentitledtotheremediessetforthherein. During a Total Electricity Service Interruption Event, [***].During a Partial Electricity Service Interruption Event, [***].If a Total Electricity Service Interruption Event continues for more than [***], whether consecutively or in a [***], Tenant may [***].

(1)Definitions.

(i)“Demarcation Point” means the point of delivery of electrical power to Tenant, upstream of Tenant-owned equipment, as specified in the final Basis of Design or other applicable design document resulting from the final Issued for Construction Stage of Review.

(ii)“Design Criteria” means those services and utilities required to support Tenant’s intended use of the Premises as a high-density data center, including (i) delivery of electrical power in accordance with the Design Criteria, including required redundancy, and (ii) cooling necessary to operate Tenant’s equipment at the IT Capacity.

(iii)“ElectricityServiceInterruptionEvent”meansaTotalElectricity Service Interruption Event or a Partial Electricity Service Interruption Event

(iv)“Essential Services” means the electrical and mechanical design specifications set forth in the final Basis of Design or other applicable design document resulting from the final Issued for Construction Stage of Review, including redundancy configuration (e.g., N+1 or 2N), capacity, and operating parameters.

(v)“Excluded Event” means (i) scheduled maintenance performed in accordancewiththis Leaseandwithrequiredpriornotice,(ii)failurescausedbyTenant’s acts oromissions, (iii) Force Majeure Events or(iv) failure ofutilitypowerfora duration whichexceedstheextentLandlordisrequiredundertheDesignCriteriatoprovidebackup or redundant power (provided that such backup/redundant power is actually provided).

(vi)“PartialElectricityServiceInterruptionEvent”meansaService InterruptionEventinwhichelectricalpowerisdeliveredtothePremises,butLandlordfails to maintain the redundancy, capacity, or operating parameters required by the Design Criteria for a continuous period exceeding [***].

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(vii)“Service Interruption Event” means a failure by Landlord to provideoneormoreEssentialServicesattheapplicableDemarcationPointinaccordance with the Design Criteria, other than as a result of an Excluded Event.

(viii)“Total Electricity Service Interruption Event” means a Service Interruption Event in which Landlord fails to deliver electrical power to the Premises sufficient to support the IT Capacity for a continuous period exceeding [***].

(2)Without limiting the foregoing, if, during any calendar month, there are multiple Electricity Service Interruption Events, where each individual Electricity Service InterruptionEventlastslessthan[***]buttheaggregatedurationofsuch Electricity Service Interruption Events exceeds [***], then, notwithstandinganythingtothecontraryinthisLease,Tenantshallbeentitledtoacreditofupto [***] of the proportional monthly Base Rent for the affected portion of the Premises on a Data Hall by Data Hall basis, and if the Electricity Service Interruption Event continues for more than [***], then Tenant shall have the right, but not the obligation, to perform a Cure Action. In addition, if any Electricity Service Interruption Event is caused by the fraud, willful misconduct, negligent acts (but not omission) of Landlord or any Landlord Party or the breach of Landlord’s obligations and such Electricity Service Interruption Event continues for a period of thirty (30) consecutive days, Tenant shall [***].If an Electricity Service Interruption Event occurs, Tenant will notify Landlord (1) in accordance with the terms of the Lease and (2) byemailto[***](orsuchothercontactsasmaybecommunicatedtoTenantfrom time to time) (provided, however, that in no way shall Tenant’s failure to notify Landlord be deemed to be a waiver of Tenant’s rights hereunder), and Landlord shall, as soon as reasonably practical following receipt of Tenant’s notice, deliver to Tenant a reasonably detailed response with Landlord’s remediation plan to resolve the Electricity Service Interruption Event, and LandlordwilldiligentlypursuetheremediationplanuntilallElectricityServiceLevelEvents are cured and all Essential Services are restored for Tenant’s Permitted Use. Landlord will pay to Tenant within thirty (30) days of demand all reasonable out-of-pocket costs actually incurred by Tenant in resolving such interruption and causing all Essential Services to be restored. Landlord will reimburse Tenant within thirty (30) days of demand for all reasonable, actual, documented, out of pocket third party costs incurred by Tenant in resolving such interruption and causing all contracted power to be restored. If after such thirty (30) day period Landlord has not paid the amountsdue,TenantwillbeentitledtooffsetsuchamountfromBaseRenteachmonthtakinginto account all offset rights received by Tenant pursuant to this Lease for such month until such amount is fully recovered. The credit remedies and termination right expressly set forth in this Section and Tenant’s cure right (described in Section 17) shall be Tenant’s sole and exclusive remedies against Landlord in the event of an Electricity Service Interruption Event for any IT Capacity;provided,however,thatnothingcontainedhereshallbedeemedtobeawaiverbyTenant ofanyofitsrightsorremediesundertheServicesAgreement.Fortheavoidanceofdoubt,credits andotherremedies

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underthisSectionshallnotbecumulative,andintheeventanoccurrence constitutes a Total Electricity Service Interruption Event, Tenant shall not be entitled to any separate or additional credits or remedies applicable to a Partial Electricity Service Interruption EventarisingfromthesameoccurrencefortheperiodduringwhichthePartialElectricityService InterruptionEventoverlapswiththeTotalElectricityServiceInterruptionEvent.Notwithstanding theforegoing,creditsandotherremediesunderthisSectionwillbecumulativewithanyavailable remedies under the Services Agreement.

(b)Other Service Interruptions. In the event of any interruption or degradation of CriticalServices(otherthanelectricity whichwill besubjectto thetermsofSection18(a)above) tothePremisesthatiscausedbythefraud, willful misconduct, negligent acts(butnot omissions) ofLandlordoranyLandlordPartyorthebreachofLandlord’sobligationsunderthisLease(each, a “Service Interruption”), and such Service Interruption continues for a period of [***], Tenant will notify Landlord (1) in accordance with the terms of the Lease and (2) by email to [***] (or such other contacts as may be communicated to Tenant from time to time), and Landlord shall, as soon as reasonably practical following receipt of Tenant’s notice,deliverto Tenant a reasonably detailed response with Landlord’s remediation plan to resolve the Service Interruption, and Landlord will diligently pursue the remediation plan until all Critical Services thatarethesubject of the Service Interruption arerestored for Tenant’s PermittedUse.ThepartiesacknowledgeandagreethatanyinterruptionordegradationofCritical Services to the Premises resulting from Landlord (or an Affiliate of Landlord to the extent party to the applicable Services Agreement) performing its obligations for planned maintenance that is approved by the Tenant under any Services Agreement or a default thereunder by such party, as reasonably determined by Tenant pursuant to a root cause analysis, shall not constitute a Service Interruption under this Lease; provided, however, that the foregoing shall not be deemed to be a waiverbyTenantofanyofitsrightsorremediesundertheServicesAgreement.Theterm“CriticalServices”means(a)allMWofcontractedpowerareavailabletotheBuildingattheutilitybilling meter and all MW of critical power are available at Tenant’s rack level power distribution units withinthePremises;(b)water,sanitarysewer,stormsewerandgasservicesarebeingsuppliedto the Building in a manner approved by Tenant; (c) all telecommunications, fiber and network servicesservingtheBuildingisavailableforTenant’suseintheBuildingatallpathwaysforsuch serviceservingtheBuilding;and(d)allTenantPartieshavereasonableaccesstothePremisesand allparkingareasforthePremises.IfsuchServiceInterruptioncontinuesforaperiodof[***] or more after Landlord’s receipt of notice from Tenant, Tenant shall be entitled to a credit against Base Rent for such month in an amount proportional to the MW reduction in Critical Services affected by such Service Interruption and the duration of such Service Interruption; provided that in no event shall Tenant be entitled to a double collection of remediesunderthis Leaseand theServicesAgreement.Theaccrual ofsuchBaseRent creditwill continue until the Service Interruption has been resolved such that the primary or secondary feed of the affected Critical Service is available for use by Tenant in

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the Premises. If, during any calendar month, there are multiple Service Interruptions, where each individual Service Interruption lasts less than [***] but the aggregate duration of such ServiceInterruptionsexceeds[***],then,notwithstandinganythingto thecontraryinthisLease,TenantshallbeentitledtoacreditagainstBaseRentinanamountequal toanentirecalendarmonth.IftheServiceInterruptioncontinuesformorethan[***], then [***]. The deadlines set forth in this paragraph shall not be extended for Force Majeure,exceptassetforthbelowwithrespecttoTenant’sterminationright.Landlordwillpayto Tenant within thirty (30) days of demand all reasonable out-of-pocket costs actually incurred by Tenant in resolving suchinterruption and causing all Critical Services to berestored. Ifa Service Interruptioncontinuesforthirty(30)consecutivedays,Tenantshall[***].LandlordwillreimburseTenantwithinthirty(30)daysofdemandforall reasonable, actual, documented, out of pocket third party costs incurred by Tenant in resolving such interruption and causing all contracted power to be restored. If after such thirty (30) day periodLandlordhasnotpaidtheamountsdue,Tenantwillbeentitledtooffsetsuchamountfrom Base Rent each month taking into account all offset rights received by Tenant pursuant to this Lease forsuchmonthuntil suchamountisfully recovered. Otherthanwith respecttoany credits or other remedies available under the Services Agreement, the credit remedies and termination right expressly setforth in this Section and cure right (described in Section 17) shall be Tenant’s sole and exclusive remedies against Landlord in the event of a Service Interruption for any IT Capacity.InnoeventwillTenantbeentitledtoduplicativeorcascadingcreditsorremediesunder this Section. If a single Service Interruption triggers remedies under Section 18(a) and Section 18(b), Tenant’s remedies shall be limited to the remedy that affords Tenant the greatest benefit underthecircumstancesuntilalleventsarecured.Notwithstandingtheforegoing,creditsandother remedies under this Section will be cumulative with any available remedies under the Services Agreement.

(c)Material Interference. If Tenant gives notice (which can be by email to [***]orbytelephoneto[***])thatanyfraud,willfulmisconduct, negligentact(butnotomission)ofLandlordoranyofLandlord’sPartyorthebreachofLandlord’s obligations under this Lease is causing a material interference with Tenant’s operations at the Premises(“MaterialInterference”), then Landlord willpromptlyrespond toTenantwithin[***], provide to Tenant a remediation plan within [***] with a statement ofLandlord’splantoaddresstheMaterialInterferenceandtheestimatedtimeforcure,commence the cure as soon as possible ([***]), and diligently pursueandkeepTenantinformedoftheprogressofthecureandLandlord’sfailuretocomplywith thissentencewillconstituteanEventofDefaultofLandlord.Inaddition,ifaMaterialInterference occurs (even if no Event of Default of Landlord exists), [***].

19.Surrender of Premises. At the expiration or earlier termination of this Lease, if Tenant doesnotexerciseitsBuyOutOption,TenantshalldelivertheBuildingtoLandlordinbroomswept and cleaned condition (unless such termination is with respect to a casualty or condemnation, in

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which case, such obligation shall be subject to the damage caused by such casualty or condemnation); provided that Tenant shall have right to remove personal property that is leased by Tenant or any Tenant Party (collectively, “Tenant’s Equipment”), including, but not limited to,wallmounted cabinets,computers and/orcomputerequipment, any wiringorcabling,racking equipment, cages, servers, routers, RDUs, or other similar items owned or leased by Tenant and proprietarystructuresfromthePremiseswithin[***]aftersuchexpirationortermination and without a duty to restore any damage caused by such removal. Except as expressly provided herein, all items not removed by Tenant will be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord at Tenant’s sole cost and expense without notice to Tenant and without any obligation to account for such items. Notwithstanding the foregoing, in the event any Tenant’s Equipment remains in the Premises after the expiration or earlier termination of the Term, Landlord shall notify Tenant of such Tenant’s Equipment and provide Tenant with at least [***] from the date of such noticeto removesuchTenant’s Equipment. IfLandlord removes such Tenant’s Equipment, prior totheexpirationofsaidremovalperiodintheprecedingsentence,LandlordshallstoretheTenant’s Equipment in a secure facility reasonably chosen by Tenant (but in all events within the vicinity of the Premises), or approved by Tenant in writing in its sole discretion, and the cost of such removalandstorageshallbebornebyTenant.FollowingterminationofthisLease,ifTenantdoes notexerciseitsBuyOutOptionanduponLandlord’sreasonablewrittenrequest(the“TransitionRequest”) Tenant shall, for up to [***] following Landlord’s Transition Request: [***]. Subject to the provision of adequate funds by Landlord, Tenant shall [***]. The provisions of this Section 19will survive the expiration or earlier termination of the Term.

20.HoldingOver.TenantmayremaininthePremisesforaspecifiedtimeperiod(upto [***]days) following the Term expiration (the “Short-Term Permitted Hold-Over Period”) by notifying Landlord of its intention at least [***] prior to the expiration of theTerm.TheShort-TermPermittedHold-OverPeriodshallbeonthesametermsandconditions aswereineffectduringtheimmediatelyprecedingTermincludingBaseRent(providedBaseRent willincreasebyanyapplicableannualescalator).Ifsuchholdoverpossessionexceedsthe Short-TermPermittedHold-OverPeriodorintheeventofanyotherholdover,subjecttoTenant’s rightssetforthinthelasttwosentencesofthisSection,Tenantshallbecomeatenantatsufferance at a rate of [***] of monthly Base Rent in effect immediately prior to the holdover possession. During any holdover possession, all of the other terms of this Lease (excluding any expansion or similaroptionorright)willbeapplicable.ThemonthlyBaseRentpayableforsuchholdoverperiod shall in no event be construed as a penalty or as liquidated damages for such retention of possession.NeitheranyprovisionhereofnoranyacceptancebyLandlordofanyrentafterany 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 rightsorremedieswithrespecttosuchholdover.Allotherpaymentswillcontinueundertheterms of this Lease during any

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period of holdover possession. If Tenant has not vacated the Premises following the expiration of the Term or any Short-Term Permitted Hold-Over Period (as applicable)andLandlordhasgivenTenantatleastninety(90)dayspriorwrittennoticethatithas anexecutedlease,thenTenantwillbeliabletoLandlordconsequentialdamagesasaresultofsuch holdover. No holding over by Tenant, whether with or without consent of Landlord, will operate to extend this Lease except as otherwise expressly provided herein.

21.CertainRightsReservedbyLandlord.

(a)RighttoEnter.ExceptasexpresslysetforthinthisSection21,Landlordshallnot permit any third-parties access to the Premises, either before or after the Commencement Date, without Tenant’s prior written consent. Landlord will have the following rights to enter the Premises, provided, however, that in no event shall any individual associated with a [***] or a [***] be permitted to access the Premises:

(1)Operations.Atallreasonabletimesduringnormalbusinesshoursandupon atleastfive(5)businessdays’priorwrittennoticetoTenant(exceptintheeventofanEmergency Situation,inwhicheventnopriornoticeisrequired),LandlordwillhaveaccesstothePremisesin order to comply with the terms of this Lease. Any individual entering the Premises or any other secureareaofthePremisesonbehalfof LandlordorathirdpartyengagedorinvitedbyLandlord must present valid identification at the time and in the manner directed by Tenant’s appropriate personnel. Landlord covenants and agrees that any individual entering the Land on behalf of LandlordorathirdpartyengagedorinvitedbyLandlordwillbeinstructedtoobserveandcomply with all of Tenant’s standard access and safety rules attached hereto as EXHIBIT L(as may be amended or supplemented from time to time upon notice to Landlord, the “Tenant AccessProtocols”). Landlord covenants and agrees it will undertake or perform all of the matters referenced in this subparagraph (a) in a manner that will not interrupt or interfere with Tenant’s access, use or occupancy of the Premises;

(2)Prospective Purchasers and Lenders. At all reasonable times during normalbusinesshoursanduponatleastten(10)businessdays’priornoticetoTenant,toshowthe Premises to prospective purchasers or lenders. Any individualentering the Premises on behalf of Landlord or a third party engaged or invited by Landlord must present valid identification at the timeandinthemannerreasonablydirectedbyTenant’sappropriatepersonnel.Landlordcovenants andagreesthatanyindividualenteringthePremisesonbehalfofLandlordorathirdpartyengaged or invited by Landlord will be instructed to observe and comply with all of the Tenant Access Protocols, which require all parties entering the Premises to execute Tenant’s non-disclosure agreement and some of which may restrict access to the Server Hall and other sensitive areas of the Premises; and

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(b)ProspectiveTenants.Atanytimeduringthelasttwelve(12)monthsoftheTerm, provided that Tenant has notified Landlord in writing that Tenant does not elect to exercise an Extension Option or the Buy Out Option, to enter the Premises at all reasonable times during normalbusinesshoursanduponatleastten(10)businessdays’priornoticetoTenanttoshowthe Premises to prospective tenants (other than [***]). Any individual entering the PremisesonbehalfofLandlordorathirdpartyengagedorinvitedbyLandlordmustpresentvalid identificationatthetimeandinthemannerreasonablydirectedbyTenant’sappropriatepersonnel. LandlordcovenantsandagreesthatanyindividualenteringthePremisesonbehalfofLandlordor a third party engaged or invited by Landlord will be instructed to observe and comply with all of the Tenant Access Protocols, which require all parties entering the Premises to execute Tenant’s non-disclosure agreement and some of which may restrict access to the Server Hall and other sensitive areas of the Premises.

22.HazardousMaterials.

(a)Definitions.

(1)“Hazardous Materials” means any substance, material or waste: (A) that noworinthefutureisregulatedorgovernedby,requiresinvestigationorremediationunder,oris defined as a hazardous waste, hazardous substance, pollutant or contaminant under any Environmental Requirements, including the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §9601 et seq., and the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., or (B) that is toxic, explosive, corrosive, flammable, radioactive, carcinogenic, dangerous or otherwise hazardous, including gasoline, diesel fuel, petroleum hydrocarbons, polychlorinated biphenyls (PCBs), asbestos, radon and urea formaldehyde foam insulation.

(2)“Environmental Requirements” means all present and future Laws, orders,permits,licenses,approvals,authorizations,andotherlegally-bindingrequirementsofany kindapplicableto pollution,theprotectionoftheenvironmentorthemanagementoforexposure to Hazardous Materials.

(3)“HandledbyTenant”and“HandlingbyTenant”meansandreferto any installation, handling, generation, storage, use, disposal, arrangement for disposal, discharge, release, abatement, removal, transportation or any other activity of any type by Tenant or any Tenant Party (collectively, “Representatives”) at or about the Premises in connection with or involving Hazardous Materials.

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(4)“Environmental Losses” means all actual and direct costs and expenses, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements.

(b)Tenant’s Covenants. No Hazardous Materials will be Handled by Tenant at or about the Premises without Landlord’s prior written consent, which consent may be granted, denied,orconditioneduponcompliancewithLandlord’srequirements,allinLandlord’sabsolute discretion. Notwithstanding the foregoing, Landlord acknowledges that Tenant’s use of the Premises will include normal quantities and use of those Hazardous Materials to the extent customarily used in connection with the Permitted Uses, such as copier fluids, cleaning supplies, batteries, diesel fuel used in the operation and maintenance of generators and other redundant powergenerationequipmentorspecializedHVACandfiresuppressionsystems(theforegoingare hereinaftercollectivelyreferredtoas“Permitted HazardousMaterials”),andLandlordconsents to such use to the extent consistent with and customary for thePermitted Use and to the extent in compliance with all applicable Laws, including Environmental Requirements; provided that, Tenant shall not be permitted to utilize underground storage tanks and provided further that any firesuppressionsystemsmustnotutilizeorcontainaqueousfilm-formingfoamcontainingper-or poly-fluoroalkyl substances. Permitted Hazardous Materials may be used and stored at the Premises without Landlord’s prior written consent, providedthat Tenant’s activities at or about thePremisesandtheHandlingbyTenantofallHazardousMaterialswillcomplyatalltimeswith allapplicableLaws,includingEnvironmentalRequirements.TenantwillkeepLandlordfullyand promptly informed of all Handling by Tenant of Hazardous Materials other than Permitted Hazardous Materials in the normal course of business in compliance with all applicable Laws (includingEnvironmentalRequirements).Tenantwillberesponsibleandliableforthecompliance with all of the provisions of this Sectionby all of Tenant’s Representatives, and all of Tenant’s obligations under this Section(including its indemnification obligations) will survive the expiration or termination of this Lease.

(c)Compliance.TenantwillatTenant’sexpensepromptlytakeallactionsrequiredby applicableLaws,includingEnvironmentalRequirementsoranygovernmentalagencyorentityin connection with or as a result of the Handling by Tenant of Hazardous Materials at or about the Premises,includinginspectionandtesting,performingallcleanup,removalandremediationwork required with respect to thoseHazardous Materials, complying with all closurerequirements and post-closure monitoring, and filing all required reports or plans. All of the foregoing work and Handling by Tenant of all Hazardous Materials will be performed in compliance with Environmental Requirements, and in a good, safe and workmanlike manner by consultants qualifiedandlicensedtoundertakesuchworkandinamannerthatwillnotunreasonablyinterfere with thePremises. Tenant will deliver to Landlord prior to delivery to any governmentalagency, or promptly after receipt from any such agency, copies of all permits, manifests, closure or

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remedial action plans, notices, and all other documents relating to the Handling by Tenant of Hazardous Materials at or about the Premises. If any lien attaches to the Premises in connection with or as a result ofthe Handling by Tenant of Hazardous Materials, and Tenant does not cause the same to be released, by payment, bonding or otherwise, within fifteen (15) days after the attachment thereof, Landlord will have the right but not the obligation to cause the same to be released and any sums reasonably expended by Landlord (plus Landlord’s reasonable administrative costs) in connection therewith will be payable by Tenant within thirty (30) days afterLandlordhasdeliveredtoTenantaninvoicetherefortogetherwithreasonablesubstantiating documentation.

(d)Landlord’sRights.IntheeventLandlordhasareasonablebasistobelievethatthe Premises is not in compliance with the requirements of this Section22, Landlord will have the right, but not the obligation, to enter the Premises at any reasonable time during normal business hours and upon at least forty-eight (48) hours’ prior notice to Tenant (except in the event of an imminent threat to the environment or human health or safety, in which Landlord may enter the PremisesandshallprovidenoticetoTenantasmaybepracticableunderthecircumstanceswithout prior noticeto Tenant) (i)to confirm Tenant’s compliance with theprovisions of this Section22, and (ii) to perform Tenant’s obligations underthis Section22in compliance with Environmental Requirements if Tenant fails to cure such default following written notice from Landlord in accordance with Section14(b). Landlord will also have the right to engage qualified Hazardous MaterialsconsultantstoinspectthePremisesandreviewtheHandlingbyTenantofHazardous Materials,includingreviewofallpermits,reports, plans, andotherdocumentsregardingsame.If TenantisindefaultofitsobligationsunderthisSection22,andfailstocuresuchdefaultfollowing written notice from Landlord in accordance with Section14(b), Tenant will pay to Landlord on demandthecostsofLandlord’sconsultants’feesandallcostsincurredbyLandlordinperforming Tenant’s obligations under this Section. Any individual entering the Premises on behalf of Landlord or a third party engaged or invited by Landlord must present valid identification at the timeandinthemannerreasonablydirectedbyTenant’sappropriatepersonnel.Landlordwilldirect and cause any individual entering the Premises on behalf of Landlord or a third party engaged or invitedbyLandlordwillobserveandcomplywiththeTenantAccessProtocols.Landlordwilluse commercially reasonable efforts to minimize any interference with Tenant’s business caused by Landlord’s (or any Landlord employee’s, agent’s, representative’s or contractor’s) entry into the Premises.

(e)Landlord’s Representations and Covenants. Except as disclosed in any environmentalreportsorstudiesdeliveredtoTenantbyLandlord,includingwithoutlimitationthe environmentalreportsandstudieslistedonEXHIBITMattachedhereto,Landlord,toLandlord’s actual knowledge, represents and warrants to Tenant that, as of the Lease Date, the Premises do not contain, and as of the Commencement Date the Premises will not contain, any Hazardous

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MaterialsinviolationofanyEnvironmentalRequirements.Landlordrepresentsandwarrantsthat it has provided to Tenant a true and complete copy of the most current environmental reports or studies obtained by Landlord completed in connection with the acquisition of the Premises by qualified hazardous material consultants. Landlord will not introduce and will not permit any Landlord Party or party acting by, through, or under Landlord to introduce any Hazardous Materials in, on, at or under the Premises.

23.RepresentationsandWarranties.Landlordrepresents,andwarrantsthatasoftheLease Date:

(a)LandlordhasthepowerandauthoritytoexecuteanddeliverthisLease.

(b)Landlord has received no notice of any pending, threatened (in writing) or contemplated action by any governmental authority or agency having the power of eminent domain, which might result in all or any part of the Premises being taken by condemnation or conveyed in lieu thereof.

(c)NoprioroptionsorrightsoffirstrefusalhavebeengrantedbyLandlordtoanythird PartiestopurchaseorleaseanyinterestinthePremises,oranypartthereof,whichareeffectiveas of the Lease Date.

(d)To Landlord’s knowledge, the use of the Premises for the Permitted Use is permitted under all applicable Laws, including zoning and land use laws, ordinances, and regulations applicable to the Premises.

(e)AsoftheCommencementDate,thePremiseswillcomplywithallapplicableLaw, including the Americans with Disabilities Act of 1990 or ADA (42 USC § 12101).

(f)ToLandlord’sknowledgeasoftheLeaseDate,therearenoExistingEncumbrances affectingthePremisesthatwouldprohibitorrestrictLandlordorTenantfromdevelopingthe Premisesinaccordancewith thisLeaseorprohibit orrestrictTenantfrom operatingthePremises for the Permitted Use or exercising any of Tenant’s rights under this Lease.

(g)Prior to the Lease Date Landlord has to its knowledge furnished Tenant with completecopiesofallmaterialinformationinLandlord’spossessionorcontrolrelatingtotheLand and the Premises, including, but not limited to, title insurance policies, surveys, environmental assessments, fire safety licenses and permits, leases, contracts, insurance policies, plans, permit applications, utility correspondence, and agreements and any agreements, applications, or correspondencewithgovernmentalentitiespertainingtothePremises,andanyothermatterwhich materially affects the Premises (collectively, the “Due Diligence Documents”). Upon Tenant’s requestandatTenant’sexpense,Landlordusecommerciallyreasonableeffortstocauseanyofthe

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Due Diligence Documents provided by third party professionals (such as any survey, environmentalreport, or zoning report) to be certified to Tenant by the providersuchthatTenant may rely on such documents.

Notwithstanding anything to the contrary, Landlord’s indemnity and/or liability for any representations and warranties in Section 23(f)and (g)will expire and be of no further force and effect on such date that is ninety (90) days after the date hereof, except to the extent Landlord knew of any inaccuracy or misstatement contained therein, in which case Landlord’s indemnity and liability shall not be deemed waived and shall survive indefinitely.

24.DueDiligenceandTitleInsurance.

(a)From and after the Lease Date, providedthat Tenant does not interfere with Landlord’sconstructionactivities,Tenantwillhavereasonableaccessto thePremisesto evaluate feasibilityandzoningmatters,andtoconductanyon-sitevisualinspections,PhaseIenvironmental assessments,andsimilarreviewsregardingthePremisesdeemeddesirablebyTenant,atTenant’s option and for Tenant’s sole benefit at Tenant’s sole cost.

(b)Tenant’s rights and obligations hereunder shall be subject to all Existing Encumbrances and Future Encumbrances (to the extent such Future Encumbrances are approved byTenantifTenant’sapprovalisrequiredunderthisLease).Landlordshallnot,exceptasrequired by Law or as otherwise expressly permitted herein, (i) voluntarily (i)encumber or permit the Premises to be encumbered by any Future Encumbrance, or (ii) modify any Existing Encumbrances,ineithercaseinamannerthatwouldmateriallyandadverselyaffectTenant’suse or operations or at thePremisesormaterially increase Tenant’s costs of maintaining or operating thePremises,withoutTenant’spriorwrittenconsent,nottobeunreasonablywithheld,conditioned ordelayed.If(A)priortothedatehereof,Landlordhasenteredintoanyunrecordedencumbrance affectingthePremisesor(B)any FutureEncumbrances, excepttothe extentpermittedunderthis Lease, come to effect the Premises, and in either such event the applicable encumbrance has an adverse effect on Tenant’s ability to operate for the Permitted Use or to exercise any of Tenant’s rightsunderthisLease without Tenant’sprior writtenconsent, thenLandlordwill,atits solecost and expense, removesuch encumbrance(s)or otherwise resolveTenant’s objection thereto to the reasonablesatisfactionofTenantasexpeditiouslyaspossible,butinnoeventlaterthansixty(60) days after Tenant becomes aware of such encumbrance.

(1)“Existing Encumbrances” means those certain easement agreements, declarations, covenants, restrictions, rules, regulations and other documents or agreements of record affecting the Premises as of the Lease Date.

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(2)“Future Encumbrances” means those certain easement agreements, declarations, covenants, restrictions, rules, regulations and other documents or agreements of record which arise after the Lease Date, including the lien of any existing or future Mortgage in accordance with the terms of Section 11.

(c)AtTenant’selection,Landlordwillreasonablycooperate,atnooutofpocketcost, in the issuance of a title policy for Tenant by executing a customary title affidavit in an agreed upon form reasonably acceptable to Landlord, as the owner of the Premises and any other instruments as the title company may reasonably require as reasonably approved by Landlord.

25.Condominium. The Parties agree to use commercially reasonable efforts to subject the Premises to a condominium declaration (in form and substance to be mutually and reasonably approved by the Parties within ninety (90) days after the date hereof (the “CondominiumDeadline”),governing the Campus, whichshall becomprised of the Land and no otherproperty, whichshall,amongotherthings,(i)createanassociation(the“Association”)forthemanagement oftheCommonAreas;(ii)setforthrequirementsforthemanagementoftheCommonAreas;and (iii)setforthcertainconditions,covenants,restrictionsandeasementrightsaffectingtheCampus) (the“Declaration”)aswellascertainbylaws(informandsubstancetobemutuallyandreasonably approvedbythePartiespriortotheCondominiumDeadline),platsand/orplans(eachinformand substance to be mutually and reasonably approved by the Parties prior to the Condominium Deadline), and rules and regulations promulgated by the Association in the due course of its operation (collectively, the “Condominium-Related Documents”).Landlord shall not finalize and record the Declaration or any of the Condominium-Related Documents (together with the Declaration,collectively,the“CondoDocuments”),inthelandrecordswithoutTenant’sconsent, which shall not be unreasonably withheld, conditioned, or delayed.TheCondo Documents shall include easements for the tenant under this Lease to access the Common Areas for purposes of effectuating any matter contemplated under this Lease.With respect to the Association, Tenant shallhavetherighttoappointoneboardmemberforeachcomputebuildingintheCampusleased by Tenant which Landlord or an Affiliate of Landlord as fee owner of the Premises is entitled to appoint to serve on the Association’s board of directors (“Board”) in accordance with the terms and provisions of theCondo Documents and Tenant shall control the Board so long as this Lease is in effect; provided, however, that Tenant shall deliverto Landlord to hold in escrow, executed unconditionalresignationsforsuchboardmemberstobeeffectiveasoftheexpirationoftheTerm orearlierterminationofthisLease.LandlordshallnotapproveanyamendmenttotheDeclaration oranysupplementthereof,including,withoutlimitation,anysuchamendmentorsupplementthat would cause land other than the Land to be added to the Condominium, without Tenant’s prior written consent which shall not be unreasonably withheld, conditioned, or delayed; provided, however,thattotheextentanysuchamendmentorsupplementwouldreducethenumberofBoard seats controlled by Tenant or dilute Tenant’s share of the Board seats, Tenant’s disapproval of such

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amendment or supplement shall not be deemed to be unreasonable.The Condo Documents shall provide that, to the extent Tenant does not control the Association, the Association shall engageaQualifiedCampusOperator,andprovidedthattheAssociationhassoengagedaQualified CampusOperator,TenantshalllooktotheAssociationandQualifiedCampusOperatorforthe maintenance, repair and replacement of the Common Areas and, for the avoidance of doubt, Landlord shall have no liability with respect thereto. The Declaration shall prohibit any development within the Campus which would adversely impact the designed functionality of the Premises, including development which would block prevailing wind or raising ambient temperatureoncoolinginfrastructure,andshallprohibitusesthatmaycreatecorrosiveconditions or dust or other particles to enter the Premises or result in adverse impact on filters and cooling infrastructure for the Premises. “Qualified Campus Operator” means a Person that (a) is not a [***]or[***]norownednorcontrolledbya[***]or[***], (b) has the technical and financial capability to perform all of the maintenance, repair, replacement,operationsandsecurity,ifany,obligationsofLandlordinaccordancewithallofthe terms and conditions of this Lease, (c) has performed services comparable to the obligations described in the foregoing clause (b) (the “Comparable Services”) for at least one data center campus during the 24 calendar month period prior to the date such entity becomes obligated to performtheobligationsdescribedintheforegoingclause(b),(d)hasacknowledgedreceiptofthis LeaseandagreedinwritingtoabidebyallofthetermshereofapplicabletoLandlord’sobligations to be undertaken by such Qualified Campus Operator, and (e) will maintain an operations management team at the Project with (i) a staff with an average of at least 3 years of experience performing Comparable Services, and (ii) a staff supervisor with at least 10 years of experience performing Comparable Services.

26.Incentives. The Parties will reasonably cooperate to obtain incentives (whether tax or otherwise),taxabatements(e.g.propertytaxabatements),andotherwisereducethetaxes,feesand otherassessmentsrelatedtothePremisesandthisLease.[***].

27.CompliancewithAnti-BriberyandAnti-ModernSlaveryLaws.

(a)    In performing its obligations under this Lease, each of Tenant and Landlord shall complywithallapplicablecommercialandpublicanti-briberyandanti-corruptionlaws (“Anti-Bribery Laws”), including the U.S.Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly,toanyone,includingGovernmentOfficials,toobtainorkeepbusinessortosecureany other impropercommercial advantage. Furthermore, neitherTenant norLandlordshall make any facilitationpayments,whicharepaymentstoinduceofficialstoperformroutinefunctionstheyare otherwiseobligatedtoperform.“GovernmentOfficial”meansanygovernmentofficial,including government employees, candidates for public office, and employees of government-owned or government-controlled companies, public international organizations, and political parties.

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(b)EachofTenantandLandlordrepresents,asofthedatehereof,andcovenantsit:(i) has complied, and will continue to comply, with Anti-Bribery Laws in connection with its work under this Lease; (ii) has not otherwise taken, and will not take, any actions in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Government Official or to any other person for the purpose of influencing officialaction,toobtainorretainbusiness,ortosecureanyotherimpropercommercialadvantage related to this Lease; and (iii) is not and will not become a Government Official in a jurisdiction having authority over the Premises during the Term without the prior written consent of Tenant.

(c)In performing its obligations under this Lease, each of Tenant and Landlord shall andusecommerciallyreasonableeffortstoensurethatitsgeneralcontractorandsubcontractorsto conduct their business and perform their obligations under this Lease in compliance with all applicableanti-humantrafficking,forcedlabor,and modernslaverylawsand rulesincluding the U.K. Modern Slavery Act 2015 (“Anti-Modern Slavery Laws”). “Modern Slavery” includes slavery, servitude, and forced or compulsory labor, and human trafficking. Neither Tenant nor Landlord shall engage in any acts which would be considered to constitute Modern Slavery and eachPartywilltakereasonablestepstoensurethatthereisnoModernSlaveryinitssupplychain.

(d)Each Party shall make commercially reasonable and good faith efforts to comply with Tenant’s anti-bribery due diligence process and anti-modern slavery due diligence process, including providing requested information. Each Party will implement due diligence procedures fortheirrespectivegeneralcontractorandsubcontractors(ifany)toensurethatthereisnoModern Slavery in its supply chains. Each Party shall use commercially reasonable efforts to ensure that its contracts with their respective general contractor and their respective general contractor’s contracts with subcontractors (if any) require agreement and compliance with the terms of this Section 27.

(e)All payments due to Landlord under this Lease will be made by check or bank transfer in agreement with information provided by Landlord, and no payments will be made in cash or bearer instruments. Except with respect to payments into a lockbox or similar account maintained in accordance with Lender’s financing, no payments which are owed to Landlord hereunderwill bemadetoathirdpartyinstead,andallpayments will bemadeintheplacewhere Landlord resides.

(f)TenantwillnotbeobligatedunderthisLeasetotakeanyactionoromittotakeany action that it believes, in good faith, would cause it to be in violation of any Laws of the country where Landlordresidesorperforms workoranyotherapplicable jurisdiction(including,without limitation, the U.S. Foreign Corrupt Practices Act or other U.S. laws).

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(g)Landlord agrees that if it delegates, subcontracts, assigns or in any other way engages any third party to perform any work in connection with Landlord’s performance under this Lease, Landlord shall use commercially reasonable efforts to perform due diligence on all such retained Parties to determine that the retained Party is reputable and, upon Tenant’s written request,shallconfirm(utilizingevidencereasonablysatisfactorytoTenant)withTenantthatsuch third party due diligence has been completed.

28.LandlordTransfer.Landlordmaysell,mortgage,conveyorotherwisetransferitsinterest in the Premises and assign its entire interest in this Lease without Tenant’s consent, including, without limitation, for the following (1) a sale of all or a material portion of the Premises and assignmentofthisLeasetothepurchaserthereof,(2)aChangeofControl(asdefinedbelow),and (3) Landlord’s assignment of this Lease in a transaction that does not constitute a sale of the Premises, including, without limitation, through the creation of a ground lease or master lease (each (1), (2), and (3) referred to herein as a “Permitted Premises Sale”). Notwithstanding anything to the contrary in the forgoing, [***];providedthat,notwithstandinganything tothecontrarycontainedherein,intheeventthatthereisatransferofthedirectorindirectinterest inLandlordthatresultsina[***]controllingLandlord,suchtransfershallbepermitted (and shall not be a Prohibited Sale)so long as Landlord engages an asset managerto manage the Premisesandthereafter(1)LandlorddoesnothaveaccesstothePremises,and(2)such[***]donothaveaccesstoanyofLandlord’sdocumentmanagementsystemscontainingTenant confidentialinformation,tradesecrets,orTenant’sIntellectualProperty(asdefinedinSection29below),includingbutnotlimitedto,designs,floorplans,operatingplans,securitysystems,water, power, and utility usages and information, and data center and operating layouts. Landlord shall provideTenantnoticeofaPermittedPremisesSaleand/oraProhibitedSale(includingtheidentity ofthebuyer,theassignee,orthepersonorentity obtainingcontrolof(or acquiringaninterest in) Landlord in a Change of Control transaction) no later than thirty (30) days prior to the date such Permitted Premises Sale or Prohibited Sale, as applicable, is completed (unless the foregoing notices are not permitted under Law) (a “Landlord Transfer Notice”).

(a)Definitions:

(1)[***]

(2)[***]

(3)“Control” or “Controlling” means the power to direct or cause the direction of the management and policies of an entity; provided, that, customary voting rights of holdersofdirect orindirectminorityequityinterests inanentityshall notconstitute“Control”by such holders.

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(4)“Change of Control of Landlord” means any of the following occurring atanytime:(w)achangeinthedirectorindirectbeneficialownershipofLandlordby[***]ormoreorofsomelesserpercentagewhichresults(whetherinasingletransactionorseries of transactions) in a Person that did not, together with its Affiliates, own [***] or more of the direct or indirect beneficial ownership of Landlord prior to such change thereafter owning[***]ormoreofthedirectorindirectbeneficialownershipofLandlord;(x) a merger of Landlord with another entity (whether or not Landlord or such other Party is the surviving entity) resulting in a Person that did not, together with its Affiliates, own [***]ormoreofthedirectorindirectbeneficialownershipofLandlordpriortosuchchange;(y) theacquisitiondirectly orindirectlybyanotherentity(whetherin asingletransactionorseriesof related transactions) of [***] or more of the aggregate voting stock of Landlord or any class of Landlord’s voting stock that has the power to direct the management of Landlord or elect a majority of the board of directors of Landlord (or any class of non-voting security convertibleintovotingstockwithsuchpower)resultingina Personthatdid not,togetherwithits Affiliates, own [***] or more of such voting stock prior to such acquisition; or (z) thesaleortransferofsubstantiallyallofLandlord’sassets(whetherinasingletransactionorseries oftransactions);provided,however,thataChangeofControlofLandlordwillnotincludetrading of stock of a public company listed on any stock exchange if Landlord or any direct or indirect beneficialownerisapubliccompany(otherthansuchtradingthatresultsina[***]or a [***] acquiring [***] or more of thestock of Landlord or its direct or indirect beneficial owner).

(5)“Institutional Property Investor” means an entity that (i) is principally engaged,intheordinarycourseofitsbusiness,inmakingormanaginginvestmentsincommercial real estates, for financial investment purposes, including, without limitation, infrastructure (including,withoutlimitation,aninvestmentbankingfirm,commercialbank,privateequityfund, private equity fund manager, pension fund, pension fund manager, hedge fund, hedge fund manager,realestateinvestmenttrust,orsovereignwealthfundbeingusedasaninvestmentvehicle forsuchinvestor)with consolidatedgroupgross assetsorassetsundermanagementequaltoorin excess of[***]; and (ii) doesnot itself participatein the management or operation ofdatacentersorprovidecomputingresourcestothird-partycustomersdeliveredasaserviceover a network, including, without limitation: infrastructure as a service (IaaS), Platform as a service (PaaS),Softwareasaservice(SaaS),Storageasaservice(STaaS),Securityasaservice(SECaaS), Dataasaservice(DaaS),Testenvironmentasaservice(TEaaS),Desktopasaservice(DaaS),Ai as a Service (AIaaS), graphics processing units as Service (GPUaas), API as a service (APIaaS) (the parties agreeing ownership of any data center or similar facility itself does not qualify as providing such services for the purpose of this Section 28) (collectively, the “Data CenterServices”); provided, however, Tenant agrees a single purpose entity qualifies as an Institutional Property Investor ifsuch singlepurposeentity isownedor controlled (directlyorindirectly) bya parent entity that qualifies as an Institutional Property Investor.

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(b)If Landlord assigns its rights in accordance with the terms of this Lease, then Landlord will thereby be released from any further obligations hereunder arising from and after thedateoftransfer,providedthattheassigneeassumesinwriting(orisdeemedtohaveassumed) Landlord’sobligationshereunderarisingfromandafterthedatethatthetransferisconsummated. Other than with regard to a Prohibited Sale, nothing herein shall limit Landlord’s right to consummate (i) any transfer of the Premises that occurs in connection with the financing or refinancingofthePremises(including,withoutlimitation,anytransferofthePremisesortransfer ofdirectorindirectequityinterestsinLandlordbyforeclosureorauction(includingpursuanttoa credit bid by Landlord’s lender) or any deed-in-lieu or assignment-in-lieu of foreclosure (including, without limitation as to any debt-like preferred equity or mezzanine financing)), (ii) any direct or indirect transfer of equity interests in Landlord (including, without limitation, a preferred equity investment from a third party) except to the extent that the same results in a Prohibited Sale, or (iii) any transfer to Affiliates, any merger or consolidation, any restructuring or initial public offering, thesaleof publicly traded orlisted shares, or any transferto aperson or entitywhichacquiresallorsubstantiallyalloftheassetsofLandlord’sbusinessasagoingconcern except to the extent that the same results in a Prohibited Sale. In connection with this paragraph, Tenant hereby acknowledges and agrees that any option to purchase, right of first refusal to purchaseorrightoffirstoffertopurchasethePremises(oranyportionthereof)inthisLeaseshall not be exercisable in connection with the permitted transfers described in clause (i) or (iii) of the foregoing sentence or any Change of Control of Landlord following any exercise of remedies by Landlord’s Lender.

(c)[***]

29.IntellectualProperty.

(a) Definitions.Theterms“AITechnology,”“BackgroundIPRights,”“IntellectualProperty Rights,” “IT Hardware” and “Power Infrastructure Technology” shall have the meaninggiventheminthatcertainFoundationAgreementdatedasof[***],enteredinto between the Parties’ respective Affiliates.The “Specified Date” means the date the Lease ends in accordance with the terms of this Agreement.

(b)Ownership.AllBackgroundIPRightsofeachPartyremain,asbetweentheParties, the exclusive property of such Party. Each Party will exclusively own all Intellectual Property Rights solely developed by such Party under the Lease. If the Parties agree to work together on any development projects in connection with the Lease,thePartieswill reflectthe details thereof in writing, and theParties’ respective rights with respect to resulting Intellectual Property Rights willbeassetforthin the FoundationAgreement.Forclarity,neitherofthe followingconstitutes jointdevelopment:(i)Landlord’sdeploymentofPowerInfrastructureTechnologyattheBuilding orCampus,aloneor(ii)Tenantprovidinginformationonaproblemtobesolvedinrespectof

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Power Infrastructure Technology, where Landlord solely performs all development to solve the problem.

(c)LicensetoLandlord.TenantherebygrantsLandlordanirrevocable,perpetual,fully paid-up, royalty-free, transferable, sublicensable, non-exclusive license under all Background IP Rights of Tenant and any Intellectual Property Rights developed under the Lease (excluding, in each case, any AI Technology or IT Hardware) to the extent incorporated or embodied in the Premises as of the Specified Date, to (and only as necessary to) use, service, or operate the Premises.The foregoing license is only exercisable from and following the Specified Date, and onlyif [***]doesnot timelyexerciseitsBuyOutOptionpursuanttoExhibitF.Theforegoing license is granted “as is” with no representations or warranties of any kind.

30.Confidentiality.

(a)Company Information. Each Party reserves the right to control and approve the method,manner,andcontentofanyandallconfidentialinformationdisseminatedbyorgenerated with respect to such Party or, if applicable, any of its customers. In addition to the information, discussions, workpapers, drawings, memoranda, draft and final reports, each Party’s Intellectual PropertyRights,thisLease,andtheexhibitsattachedhereto,andrelatedmaterialsthatbothparties will participate in or have access to, during the course of this Lease, both parties will license and haveaccessto confidentialinformation,proprietaryinformationandtradesecretsoftheotherParty including, without limitation, information regarding development, marketing and disposition techniques, practices, strategies and plans; tenant, lender and financial investor/partner/customer relationshipsandothermattersrelatingto theWorkanddevelopmentofthePremisespursuantto this Lease or which are totally unrelated to such work (all of the foregoing is hereinafter collectivelyreferredtoas“ConfidentialInformation”).ThePartiesacknowledgethat,asbetween the Parties, the AI Technology and Tenant’s Background IP is the Confidential Information of Tenant, and Power Infrastructure Technology and Landlord’s Background IP is the Confidential InformationofLandlord. Notwithstandingtheforegoing,aParty’sConfidentialInformationshall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure andhadnotbeenobtainedbytheotherPartyeitherdirectlyorindirectlyfromthedisclosingParty; (c) is independently developed by the other Party; or (d) is disclosed under operation of law (providedthat,totheextentpracticable,priortosuchdisclosure,thedisclosingPartyshallprovide the other Party at least two (2) business days’ written notice). Any and all such Confidential InformationofonePartyisdisclosedtotheotherPartyonabusinessneed-to-knowbasisonly,and is considered confidential and proprietary by the disclosing Party. Furthermore, any and all such Confidential Information ismadeknownto the otherParty inconfidence solelybyvirtueofsuch Party’sengagementoftheotherParty,andmaynotbeavailablegenerallytothepublic.Exceptas requiredintheperformanceofitsdutiesforan/orobligationstotheotherParty(includingbutnot

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limitedto,suchportionsoftheLeaseasmayberequiredtoobtainpermitsandapprovalsnecessary fortheconstructionofthePowerInfrastructure),withoutconsentoftheotherParty,neitherParty shall at any time during or after the term of this Lease directly or indirectly, use, disseminate, discloseorpublishanyConfidentialInformation(including,withoutlimitation,inthecourseofor inconnectionwithmakinganypresentationsormarketingmaterialsregardingLandlord’sservice capabilities), unless and until such Confidential Information has become a matter of public knowledgethroughnofaultofthePartyreceivingtheConfidentialInformation.Withoutlimiting the foregoing, Tenant will manage all media and press relation services regarding Tenant’s involvement with the Land, Premises, and any Power Infrastructure relating thereto. Tenant has therighttoapprove,in writing,allmaterialsthemannerofpresentationofanysuchmaterialsand Confidential Information relating to or mentioning Tenant or Power Infrastructure, the Premises, or Land, including, without limitation, all news releases, post or advertisements on social media websitesandapplications,articles,pressannouncements,mediainterviewsandconversationswith any media representatives. Both parties acknowledge and understand that the unauthorized disclosureofanyConfidentialInformationwouldbeextremelyprejudicialtotheotherParty.This prohibition of disclosure of Confidential Information shall survive the termination of this Lease for a period of two (2) years. Both parties shall be entitled to equitable relief, including an injunction, in the event of a breach of this Section30(a)by the other Party. Each Party agrees to holdtheotherPartyharmlessfromanyandallloss,damage,orliabilitythatresultsfromorarises in connection with such Party’s breach of its obligations under this Section.

(b)Landlord and Tenant acknowledge that the terms and conditions of this Lease are to remain confidential for the benefit of both Landlord and Tenant, and may not be disclosed by LandlordorTenant toanyone,byanymannerormeans,directlyorindirectly (including,without limitation, issuing or causing the issuance of a press or media release concerning the terms and conditionsofthisLeaseorTenant’sidentitybypressrelease),withoutpriorwrittenconsentofthe otherParty; and,provided,however,thateitherLandlordorTenant maydisclosetheexistenceof this Lease, but Landlord may not disclose the identity ofTenant or any of its partners/customers, except as provided below.

(c)Notwithstandingtheforegoing,eitherPartymaydisclosethetermsandconditions of this Lease as may be required:

(1)to its Affiliates, employees, contractors, prospective purchasers of the Premises,existingandprospectiveinvestors,agents,attorneys,directorindirectowner’sfinancing sources (whether prospective or existing), agents to financing sources, arrangers of financing, rating agencies, servicers, appraisers, consultants and respective advisors, agents and representatives to each of the foregoing on a “need to know” basis; provided that (other than any rating agency) the same have agreed to treat such information as confidential and not to disclose ittothirdpartiespriorto suchdisclosure and furtherprovidedthatanydisclosureof Confidential

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InformationremainssubjecttothepriorwrittenconsentofTenantineachandeverycircumstance inTenant’ssolediscretion,however,theLeasemaybesharedwiththeforegoingpartiesbasedon the foregoing confidentiality requirement.

(2)as required in accordance with applicable Laws, SEC disclosure rules, or court order, provided, however, (i) that in the event either Party is required to disclose the terms of this Lease for the foregoing reasons, such disclosing Party shall (A) provide prompt written noticeto thedisclosed Party of the need for such disclosuretogether with acopy of the materials and information it intends to disclose, and the disclosed Party shall have ten (10) days to review andapprovesuchmaterials;(B)consultwiththedisclosedPartyontheadvisabilityoftakingsteps toresistornarrowsuchdisclosure;and(C)cooperatewiththedisclosedPartyinanyattemptthat the disclosed Party may make to obtain an order or other reliable assurance that confidential treatment will be accorded to such documents and materials, and (ii) with respect to any SEC disclosure,thedisclosedPartywillinnoeventdiscloseanymaterialandproprietarymattersrelated tothisLeasereasonablyrequiredbythedisclosingParty(andnotrequiredtobedisclosebyLaw), includingtheRent,diagramsoftheBuildingorthePremises,andanyothermaterialinformation.

(3)as necessary in obtaining and/or maintaining any incentives, or otherwise relatingtoTaxes(“TaxDisclosure”),LandlordmaywithpriorwrittenconsentofTenantdisclose only the information approved by Tenant in writing (such approval not to be unreasonably withheld, conditioned or delayed). Any Tax Disclosure, to the extent permitted by law, must be done pursuant to a non-disclosure agreement with the relevant government or non-governmental authority whereby the non-disclosure agreement form is drafted or otherwise pre-approved by Tenant;

(4)toenforcethetermsofthisLease;and

(5)with respect to Tenant, to serviceproviders and material suppliersin order for such parties to perform their services in accordance with the terms of this Lease, Colocating Partiesandpotentialassignees,andsubtenants,ineach case,ona“needtoknow”basis;provided that,samehaveagreedtotreatsuchinformationasconfidentialandnottodiscloseittothirdparties prior to such disclosure.

(d)Tenant and Landlord will be liable for any disclosures made in violation of this Sectionby such Party. The consent to any disclosures will not be deemed to be a waiver on the part of the consenting Party of any prohibition against any future disclosure.

(e)Nothing in this Lease is intended to conflict with 18 U.S.C. §1833, as amended, including the immunities set forth therein, or to create liability for disclosures as expressly permitted therein.

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31.DisputeResolution.

(a)“Dispute” means an unresolved claim, counterclaim, dispute, controversy, disagreement, breach, or other matter in question between Landlord and Tenant arising out of or relatingtothisLease.UnlessotherwiseagreedinwritingbytheParties,duringtheperiodinwhich anyDisputeisoutstanding,eachofLandlordandTenantshallcontinuetoperformitsservicesand carry out its other responsibilities in accordance with this Lease.

(b)EitherPartymayinvokethedisputeresolutionprovisionprovidedinthisSection31by providing the other Party with written notice of its decision to do so, including a reasonably detailed description of the issues subject to the Dispute (a “Dispute Notice”).

(c)In the event of a Dispute, the Parties shall first endeavor to have the Dispute resolved by their respective property-level representatives (e.g., facilities managers and/or property managers). Any Dispute which is not resolved by the Parties’ respective property-level representatives within one (1)weekafter delivery ofa Dispute Noticewillbe promptly escalated to their respective senior managers or equivalent level for resolution. Each senior manager shall make himself or herself available for conference calls and, if mutually agreed, face to face meetings.Ifthedisputeisnotresolvedbytheseniormanagerswithinone(1)weekafterthematter is escalated to them, the dispute will be promptly escalated to each Party’s respective Vice Presidentorequivalentlevel(“VPs”) for resolution.TheParties’ respectiveVPsshallattendand participateinameeting(virtualorinperson)forthepurposeofresolvingandsettlingtheDispute, whichmeetingshallnotbebindingandshall bewithoutprejudicetoanyotherrightsorremedies which the Parties may have. The meeting shall be held at a location of the initiating Party’s selection, within ten (10) business days after a written notice from any Party requesting such meeting. If the Parties mutually agree, a jointly selected mediator may be present to facilitate mediationbetweentheParties.ThePartiesshallsharethemediator’sfeeequally.ThePartiesagree thatcommunicationsinthecourseofthemeetingand/ormediationareprivilegedfromdiscovery. Ifthere aremultiple Disputes andany Party so elects, all outstanding Disputes shall be addressed inasinglemeeting/mediation. Ifthemeeting/mediationoftheVPsdoes notresolvetheDisputes, unless the Parties mutually agree otherwise, either Party may proceed to enforce their rights or remedies under this Lease through a court of competent jurisdiction as set forth in Section 34(h).

32.Mutual Waiver of Consequential Damages. EXCEPT DUE TO A FRAUD, BREACH OFCONFIDENTIALITY,INFRINGEMENTORMISAPPROPRIATIONOFINTELLECTUAL PROPERTY RIGHTS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, SERVICE INTERRUPTION, MATERIAL INTERFERENCE,OR AS SET FORTH IN SECTION 20, IN NO EVENT SHALL TENANT OR LANDLORD BE LIABLE TO THE OTHER PARTY FOR TENANT’S OR LANDLORD’S INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION,

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LOST PROFITS, LOST INCOME, LOST REVENUES, BUSINESS INTERRUPTION, OR LOST BUSINESS ARISING FROM THE RELATIONSHIP BETWEEN LANDLORD AND TENANT,INCLUDINGALLPRIORDEALINGSANDAGREEMENTS,ORTHECONDUCT OF BUSINESS UNDER, OR BREACH OF OR THE TERMINATION OF THIS LEASE OR BUSINESS RELATIONS WITH THE OTHER PARTY, REGARDLESS OF WHETHER THE OTHER PARTY SEEKS DAMAGES UNDER ANY THEORY OF LAW AND EVEN IF THE OTHERPARTYADVISESOFTHEPOSSIBILITYOFSUCHDAMAGES.THISPROVISION SHALL SURVIVE THE TERMINATION OF THIS LEASE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE FOREGOING WAIVER DOESNOTPRECLUDEORLIMITRECOVERYOFANYDIRECTDAMAGESANDDOES NOT IMPAIR OR OTHERWISE AFFECT (I) TENANT’S LIABILITY FOR DAMAGES PURSUANT TO SECTION 20, OR (II) INDEMNITY OR DEFENSE OBLIGATIONS PURSUANT TO THIS LEASE OR PURSUANT TO APPLICABLE LAW.

33.ForceMajeure.

(a)Definitions.

(1)“ForceMajeure”,aftertheCommencementDate,isanoccurrenceoutside of the reasonable control of the respective Party (and its contractors, employees, and agents), including,withoutlimitation,thoseresultingfromstrikes,lockouts,earthquakes,floods,inclement weather, government-mandated quarantines, government declarations of epidemic or pandemic, unavailability of standard materials or customary facilities, equipment or supplies, governmental building moratoriums, governmental or administrative action or inaction, riot, insurrection, mob violenceor civilcommotion,war,actsofGod,andothereventsbeyondthereasonable controlof Tenant or Landlord (financial condition of Tenant or Landlord, volatility of the capital markets, supply chain interruptions and/or a downturn in the economy excepted) that delays the performanceofanyobligationunderthisLeasedespitetheParty’sDiligentEffortstofulfillthe obligation. Force Majeure does not include (i) either Party’s financial inability to perform any obligation under this Lease or (ii) delays associated with labor shortages, supply chain or ability toprocurematerialsorequipment.Failuretoapplyforarequiredpermitorapprovalortoprovide inatimelymannerallinformationrequiredtoobtainarequiredpermitorapprovalthatisnecessary to meet the requirements of this Lease, or failure of Tenant to approve contracts shall not, in any event, be considered Force Majeure events.

(2)“ForceMajeureDelay”, aftertheCommencementDate,meanstheactual delayinthetimerequiredforLandlordorTenant’sperformanceofanyobligationunderthisLease, which is caused by Force Majeure and otherwise complies with the terms and conditions of this Section 33.

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(3)“Diligent Efforts” includes reasonably anticipating any potential Force MajeureDelayeventandaddressingtheeffectsofanysuchevent(a)asitisoccurringand(b)after it has occurred, to prevent or minimize any resulting delay to the greatest extent possible.

(b)AftertheCommencementDate,aPartyassertingForceMajeureDelayshallnotify the other Party as soon as possible, but not later than ten (10) business days after the time the asserting Party first knew of, or in the exercise of reasonable diligence under the circumstances shouldhaveknownof,anyeventwhichmightconstituteaForceMajeureevent.Thewrittennotice shallindicatewhetherthePartyclaimsthatthedelayshouldbeexcusedasaForceMajeureDelay. The notice shall describe in detail the basis for the Party’s contention that it experienced a Force Majeure Delay, the anticipated length of the delay, the precise cause or causes of the delay, the measures taken orto betaken to prevent or minimizethedelay, and thetimetableby which those measureswillbeimplemented.TheassertingPartyshalladoptallreasonablemeasurestoavoidor minimizesuchdelay.Failureto sonotifytheotherPartyshallbeawaiveroftheassertingParty’s right to obtain an extension of time for its obligations based on such event.

(c)FollowingreceiptofanysuchnoticerelatingtoaForceMajeureDelay,theParties shall meet and confer to jointly determine the length of the Force Majeure Delay and extend the time for performance, in writing, for the length of the Force Majeure Delay.

(d)Compliance with a requirement of this Lease shall not by itself constitute compliancewithanyotherrequirement.Anextensionofonecompliancedatebasedonaparticular eventshallnotautomaticallyextendanyothercompliancedate.Landlordshallmakeanindividual showing of proof regarding the cause of each delayed incremental step or other requirement for which an extension is sought.

34.Miscellaneous.

(a)Offset Notice and Offset Disputes. If Tenant exercises any offset or abatement right or gives Landlord notice that Tenant will be taking an offset or abatement in a particular amount, Landlord will have the right to deliver a notice to Tenant within ten (10) days thereafter that Landlord is contesting either Tenant’s right to offset or abate and/or the amount of offset or abatement as specified by Tenant (with an explanation of Landlord’s objections) (“Landlord’sObjectionNotice”).Nointerestwillaccrueastoanysuchoffsetorabatedamountssolongasany disputerelatedtosuchoffsetorabatementremainsunresolved.IfLandlordandTenantareunable toagreeastoTenant’srighttooffsetorabateand/ortheamountsspecifiedwithinten(10)daysof Tenant’s receipt of Landlord’s Objection Notice, then the dispute will not constitute a default by TenantandLandlordwillnotdeclareanydefaultbyTenantrelatingtosuchoffsetorabatementor theamountthereof.Instead,eitherPartymaysubmitthemattertotheArbitrationProcess.Eachof LandlordandTenantwillsubmittothearbitratoritsrespectiveargumentregardingTenant’sright

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to offset or abate, and, if Tenant is found to have had the right to offset or abate, the specific amount of the offset or abatement. The arbitrator, in good faith, will decide whether Tenant had the right to offset or abate and, if so, will select either Landlord’s or Tenant’s proposal for the amountoftheoffsetorabatement.The“ArbitrationProcess”meansarbitrationaccordingtothe then-current Expedited Procedures under the Commercial Arbitration Rules and Mediation Procedures oftheAmerican Arbitration Association (“AAA”), modified as follows: (i)there will beonearbitratorwhoisselectedutilizingthethen-currentAAAprocessandwhohasatleastten (10) years of relevant experience; (ii) the arbitration will be conducted through document submission without a hearing; and (iii) the arbitrator will issue a final decision within sixty (60) days after confirmation of the appointment of the arbitrator. The arbitrator will have nodecision-making authority other than to select either the determination or recommendation of Landlord or Tenant as final and conclusive after due consideration of the factors to be taken into account under the applicable provisions of this Lease. The Parties hereby acknowledge that the arbitratorshall not have any authority to award any consequential, punitive,exemplary, statutory (including,withoutlimitation,statutorymultiples)ortrebledamagesortovary,alterorignorethe termsofthisLease.Thearbitrator’sdeterminationwillbebindingupontheParties.Exceptasmay berequiredbylaw,neitheraPartynoran arbitratormaydisclosethe existence, contentor results of any arbitration hereunderwithout the prior written approval of both of the Parties. The Parties will share the costs and fees of the arbitrator.

(b)Brokerage. Neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation or execution of this Lease. Tenant and Landlord will each indemnifytheotheragainstallreasonableout-of-pocketcosts,expenses,attorneys’fees,liensand otherliabilityforcommissionsorothercompensationclaimedbyanybrokeroragentclaimingthe same by, through, or under the indemnifying Party.

(c)Estoppel Certificates. From time to time, either Party will furnish to the other Party, within ten (10) business days after a request therefor, a certificate signed by said Party confirmingand containingsuchfactual certificationsandrepresentationsas tothisLease,as may be reasonably requested by such Party, or, with respect to Landlord, any of its current or prospective purchasers or lenders, including, without limitation that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effectasmodifiedandstatingthemodifications),(ii)thedatestowhichtheRentandothercharges hereunderhavebeenpaid,ifany,and(iii)whetherornottothebestknowledgeofsuchParty,the other Party is indefault in the performance ofany covenant, agreement orcondition containedin this Lease and, if so, specifying each such default of which such Party may have knowledge.

(d)Notices.AllnoticesandothercommunicationsgivenpursuanttothisLeaseandall exhibitsattachedheretowillbeinwritingandwillbe(1)hand-deliveredtotheintendedaddressee, or(2)sentbyanationallyrecognizedovernightcourierservice,or(3)sent bye-mail,withahard

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copy sent simultaneously by one of the other methods described in (1)-(2) above. All notices to the Parties will be effectiveupon delivery to the address oftheaddresseeat theaddress specified intheBasicLeaseInformation(evenifsuchaddresseerefusesdeliverythereof).ThePartiesmay changetheiraddresseswithinthecontinentalUnitedStatesbygivingnoticethereoftotheotherin conformitywiththisprovision.NoticesdeliveredbycounselforanyPartypursuanttothisSection34(d)shall be deemed delivered by such Party.

(e)QuietEnjoyment.ProvidedTenanthasperformedallofitsobligationshereunder, Tenant shall peaceably and quietly hold, occupy and enjoy the Premises throughout the Term without disturbance or interference by Landlord or any Party claiming by, through, or under Landlord,subjectonlytothetermsandconditionsofthisLease.LandlordandanyLandlordParty shall not enter into any agreement or take any action that would materially prevent, hinder or unreasonablyrestrictTenant’sPermittedUseofthePremisesorTenant’squietenjoymentthereof. Nothing in this Section shall be deemed to restrict Landlord’s rights or obligations expressly set forth in this Lease.

(f)Recording. On the Lease Date, Landlord and Tenant will execute, acknowledge, anddeliverforrecordationamemorandum ofthisLeaseintheformattachedheretoasEXHIBITQ(the “Memorandum of Lease”), together with such other instruments as may be reasonably necessary to record the Memorandum of Lease. Tenant may record the Memorandum of Lease, andwillberesponsible forall recordingfees,charges,andtaxesinconnectiontherewith.Neither Landlord nor Tenant will record this Lease, and any recordation of this Lease by Landlord or Tenant will be a default of this Lease. Within ten (10) days after the expiration or earlier termination of this Lease, Tenant will cooperate with Landlord to record a termination of the Memorandum of Lease.

(g)Authority.TenantherebyrepresentsandwarrantstoLandlordthatTenantisaduly formed and validly existing entity qualified to do business in the state in which the Premises is located, that Tenant has full right and authority to execute and deliver this Lease, and that each personsigningonbehalfofTenantisauthorizedtodoso.Landlordherebyrepresentsandwarrants toTenantthatLandlordisadulyformedandvalidlyexistingentityqualifiedtodobusinessinthe state in which the Premises is located, that Landlord has full right and authority to execute and deliver this Lease, and that each person signing on behalf of Landlord is authorized to do so.

(h)Governing Law/Venue. This Lease shall be governed by the laws of the State in whichthePremisesislocated.TothefullextentpermittedbyLaw,LandlordandTenantagreethe federal and state courts of the state in which the Premises are located will have exclusive venue and jurisdiction over any matter relating to or arising from this Lease and the parties’ rights and obligationsunderthisLease.ThePartiesshallnotraise,andherebywaive,anydefensesbasedon

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venue, inconvenient forum, or lack of personal jurisdiction in any action or suit brought in accordance with this Section.

(i)Timeis oftheEssence. Time is oftheessencewith respect to the performanceof every provision of this Lease in which performance is a factor.

(j)Waiverof Landlord’sLien.Landlordhereby waivesany contractualorstatutory landlord’s lien with respect to Tenant’s personal property and equipment located at the Premises and the personal property and equipment of any subtenant or Colocating Party.

(k)Attorneys’ Fees. Notwithstanding anything to the contrary in this Lease, should any claim, action, or proceeding (including, for the avoidance of doubt, any alternative dispute resolution procedure, if any; and including any appeals of a claim, action, or proceeding) be commenced between the Parties concerning any provision of this Lease or the rights or duties of any person or entity in relation thereto, each Party shall bear its own fees and costs (including, without limitation, reasonable attorneys’ fees, accounting fees, expert witness fees, consulting fees,courtcosts,andallothercosts)totheextentincurredinprosecutingordefendingsuchclaim, action, or proceeding against the other Party. In the event that a Party prevails in any such claim, action, or proceeding, such Party shall be entitled to recover reasonable attorneys’ fees and costs (including,withoutlimitation,courtcostsandexpertwitnessfees)asmaybeawardedasapartof anyjudgmentrenderedinanysuchactionorproceeding.NothinginthisSectionshallbeconstrued tolimitaParty’sobligation,asmaybesetforthelsewhereinthisLease,toindemnifyanotherfrom any fees or costs (including, without limitation, attorneys’ fees, accounting fees, expert witness fees, consulting fees, court costs, and all other costs), except to the extent incurred by the indemnified Party in prosecuting or defending a claim, action, or proceeding against the indemnifying Party.

(l)Anti-Virus and Trojan Horse. Landlord represents that any software, code or electronicdocumentsprovidedbyorthroughLandlordoritsauthorizedpersonneltoTenantshall not knowingly contain any code, programs, or mechanisms that disrupt, modify, delete, harm or otherwise impede the operation of Tenant’s systems (collectively, the “Destructive Elements”). If Landlord or its authorized personnel provides Tenant any software, documents, or materials containing Destructive Elements, Landlord agrees to use commercially reasonable efforts to promptly eliminate the Destructive Elements and reverse their adverse effects. Tenant may use third party services to identify Destructive Elements in any software, documents, or materials provided by Landlord or its personnel, including penetration testing.

(m)OFAC. Landlord and Tenant understand and acknowledge that United States regulations and executive orders, including, but not limited to, (i)the Export Administration Regulations (“EAR”) maintained by the U.S.Department of Commerce, (ii)trade and economic

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sanctions maintained by the U.S.Treasury Department’s Office of Foreign Assets Control (“OFAC”),and(iii)theInternationalTrafficinArmsRegulations(“ITAR”)maintainedbythe U.S.Department of State, prohibit, among other things, U.S.Persons from engaging in unauthorized transactions with (including providing services to) certain foreign countries, territories,organizations,entities,andindividuals.LandlordandTenanteachaffirmsthatit isnot now, and shall not at any time during the Term be, individuals, entities of any type, or governmental agencies with whom a U.S.Person may not transact business of the type contemplatedbythisLeaseunderanyUnitedStatesLaws,regulations,orders,orlistsadministered by OFAC or otherwise. A “U.S.Person” means any United States citizen, permanent resident alien(i.e.,greencardholder),entityorganizedundertheLawsoftheUnitedStatesoritsterritories (including foreign branches), or entity having its principal place of business within the United States or any of its territories.

(n)TimePeriodComputation.AlltimeperiodsinthisLeaseshallbedeemedtorefer tocalendardaysunlessthetimeperiodspecificallyreferencesbusinessdays.Forpurposesherein, “business days” means any day which is not a Saturday, Sunday, and the holidays set forth on EXHIBITR.ThereshallbenoextensionoftimefortheperformanceofanyactunderthisLease notwithstandingthefactthatthelastdateonwhichtoperformsuchactfallsonaSaturday,Sunday or local, state, or national holiday.

(o)NegotiatedDocument.EachPartyspecificallyagreesthatitentersintothisLease based on its own understanding of the terms hereof and does not rely, in whole or in part, on any interpretationorrepresentationoftheotherParty.EachPartyagreesthatthisLeaseistheresultof goodfaitharm’slengthnegotiations.ThePartiesacknowledgeandagreethattheyhavebeengiven the opportunity to be represented by independent counsel of their choice throughout all negotiationsthatprecededtheexecutionofthisLease,andthattheyhaveexecutedthisLeasewith the consent and upon the advice of said independent counsel, or have knowingly waived the opportunity to be represented by counsel.

(p)NotaPartnership.Noneofthetermsorprovisionsofthis Leaseshallbedeemed to create apartnership or any relationship oftrustor fiduciary relationship betweenor among the Parties in their respective businesses or otherwise, nor shall it cause them to be considered joint venturersormembersofanyjointenterprise.EachPartyshallbeconsideredaseparateparty,and noPartyshallhavetherighttoactasanagentforanotherParty,unlessexpresslyauthorizedtodo so by the terms of this Lease orby separate written instrument signed by the Party to be charged. Any correspondence or otherreferenceto “partners”or other similarterms will not be deemed to alter,amend orchangetheindependentcontractorrelationshipbetweenthePartiesunlessthereis a formal written agreement specifically detailing the rights, liabilities, and obligations of the Parties as to a new, specifically defined legal relationship.

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(q)EntireAgreement.ThisLeaseconstitutestheentireagreementbetweenLandlord and Tenant regarding the subject matter hereof and supersedes all oral statements and prior writings relating thereto. Except for those expressly set forth in this Lease, no representations, warranties,oragreementshavebeenmadebyLandlordorTenanttotheotherwithrespecttothis Lease or the obligations of Landlord or Tenant in connection therewith. The normal rule of construction that any ambiguities be resolved against the drafting Party will not apply to the interpretation of this Lease or any exhibits or amendments hereto.

(r)Amendments;NoWaiver.ThisLeasemaynotbeamendedexceptbyinstrument inwritingsignedbyLandlordandTenant.NoprovisionofthisLeasewillbedeemedtohavebeen waivedbyaPartyunlesssuchwaiverisinwritingsignedbysuchParty,andnocustomorpractice which may evolve between the Parties in the administration of the terms hereof will waive or diminish the right of such Party to insist upon the performance by the other Party in strict accordance with the terms hereof No waiver by either Party of any violation or breach of any of the terms contained in this Lease will waive such Party’s rights regarding any future violation of such term. This Lease is for the sole benefit of Landlord and Tenant, and other than any Lender and the Tenant Protected Parties, no third Party will be deemed a third-party beneficiary hereof.

(s)Separability. If any clause or provision of this Lease is illegal, invalid, or unenforceable underpresentorfutureLaws,thentheremainderof thisLeasewillnotbeaffected therebyandinlieuofsuchclauseorprovision,therewill beadded asapart ofthisLeaseaclause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable.

(t)No Merger. There will be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part thereof if the same person acquires or holds, directly or indirectly, this Lease or any interest in this Lease and the fee estate in the leasehold Premises or any interest in such fee estate.

(u)NoOffer.ThesubmissionofthisLeasetoTenantwillnotbeconstruedasanoffer, andneitherPartywillhaveanyrightsunderthisLeaseunlessanduntileachPartyhasrespectively executed a copy of this Lease and delivered it to the other Party.

(v)Construction.InconstruingtheprovisionsofthisLeaseandwheneverthecontext sorequires,theuseofagendershallincludeallothergenders,theuseofthesingularshallinclude theplural,andtheuseofthepluralshallincludethesingular.AnyrecitalscontainedinthisLease constitute a part of the agreements between the Parties. The captions and headings contained in this Lease are for convenience of reference only and do not modify or restrict any provisions of this Lease,shallnotbeusedtoconstrueanyprovisionsandshallnotbedeemedto defineorlimit thescopeorintentofanyoftheterms,covenants,conditionsoragreementscontainedinthisLease.

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(w)Joint and Several Obligations. In the event any Party hereunder is now or hereaftercomposedofmorethanoneperson,theobligationsofsaidPartyshallbejointandseveral.

(x)Successors and Assigns. The terms, covenants, conditions and agreements contained in this Lease shall constitute covenants running with the Land and shall inure to the benefitofandbindthePartiesandtheirrespectiveexecutors,heirs,administrators,successorsand assigns;provided,however,thatthePartiesacknowledgeandagreethatTenantisrelyinguponthe expertise and reputation of Landlord for the performance of Landlord’s obligations under this Lease, and, therefore, Landlordmaynot assignitsobligationsunderthis Lease untiltheDelivery Date of the last Phase and only in accordance with the terms and conditions of this Lease.

(y)Counterparts.ThisLeasemaybeexecutedincounterparts,eachofwhichshallbe deemed an original and all of which shall constitute a single instrument. Signature and acknowledgment pages maybe detachedfrom individual counterparts and attached to a single or multiple original(s) in order to form a single or multiple original(s) of this Lease. In order to expedite the transaction contemplated herein, facsimile, or electronic signatures, including, without limitation, by DocuSign, may be used in place of original signatures on this Lease, as allowed by applicable Laws. The parties hereto intend to be bound by the signatures on the facsimileorelectronicdocument, and herebywaiveanydefensestotheenforcementoftheterms of this Lease based on the use of a facsimile or electronic signature; provided, however, that the Parties hereby agree to execute and provide to each other original signatures, upon the request made by either Party to the other.

(z)Exculpation. Tenant recognizes that Landlord is a limited liability company. Tenantexpresslyagrees,anythinghereintothecontrarynotwithstanding,thatnopersonalliability orpersonalresponsibilityisassumedby,norwillatanytimebeassertedor enforcedagainst,any of the members, managers, shareholders, partners, directors, officers, employees, or agents of Landlord on account of any agreements of Landlord contained in this Lease.

(aa)Consents.WhereverLandlord’sorTenant’sconsentorapprovalis requiredunder thisLease,unlessthisLeaseexpresslystatesthattheapprovalorconsentisqualifiedasbeingina Party’s“soleandabsolutediscretion”or“solediscretion”orwordstothesameeffect, suchParty will not unreasonably withhold, condition or delay its approval or consent. Where this Lease expressly states that the approval or consent is at a Party’s sole and absolute discretion, no such reasonableness requirement will apply to the approval or consent.

(bb)Exhibits.Allexhibitsandschedulesattachedheretoareincorporatedhereinbythis reference and made part of this Lease.

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(cc)Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING LAWS ENACTED AFTER THE DATE OF THIS LEASE, TENANT AND LANDLORDSHALLNOTSEEKAJURYTRIAL,ANDEACHOFTHEMHEREBYWAIVES TRIAL BY JURY, IN ANY ACTION OR PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LEASE, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE, EMERGENCY OR OTHERWISE. IT IS THE INTENTION OF THE PARTIES THAT THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.

(dd)Abatement Agreement. Landlord has provided to Tenant execution forms or executedcopiesofthatcertainChapter312Agreementbetween[***]and[***]dated as of [***] (the “Abatement Agreement”).

(ee)Landlord Reporting Requirements. Landlord shall reasonably cooperate with Tenant and its Affiliates and provide such information as Tenant and/or its Affiliates may reasonable request as is necessary for Tenant to comply with disclosure requirements applicable to Tenant’s and/or its Affiliates, including, without limitation, for compliance with ASC 810-10-50-4-Inadditiontodisclosuresrequiredbyotherguidance,areportingentitythatholdsavariable interest in a Landlord, but is not the Landlord’s primary beneficiary, shall disclose:

(1)The carrying amounts and classification of the assets and liabilities in the reporting entity’s statement of financial position that relate to the reporting entity’s variable interest in the Landlord.

(2)The reporting entity’s maximum exposure to loss as a result of its involvement with the Landlord, including how the maximum exposure is determined and the significant sources of the reporting entity’s exposure to the Landlord. If the reporting entity’s maximum exposure to loss as a result of its involvement with the Landlord cannot be quantified, that fact shall be disclosed.

(3)A tabular comparison of the carrying amounts of the assets and liabilities, as required by (a)above, and the reporting entity’s maximum exposureto loss, as requiredby (b) above.A reportingentityshallprovidequalitativeandquantitativeinformationtoallowfinancial statement users to understand the differences between the two amounts. That discussion shall include, but is not limited to, the terms of arrangements, giving consideration to both explicit arrangementsandimplicitvariableinterests,thatcouldrequirethereportingentitytoprovide financial support (for example, liquidity arrangements and obligations to purchase assets) to the Landlord, including events or circumstances that could expose the reporting entity to a loss.

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(4)Information about any liquidity arrangements, guarantees, and/or other commitmentsbythirdpartiesthatmayaffectthefairvalueorriskofthereportingentity’svariable interest in the Landlord is encouraged.

(5)If applicable, significant factors considered and judgments made in determiningthatthepowertodirecttheactivitiesofaLandlordthatmostsignificantlyimpactthe Landlord’seconomicperformanceissharedinaccordancewiththeguidanceinparagraph810-10-25-38D.

(6)Informationaboutanyconsolidationriskaffecting Landlordandanyother entity.

(ff)ElectricityInterruption.IfaftertheCommencementDate,theimportcapacityof the connection to the electricity transmission network serving the Premisesis reduced below [***](orsuchcapacityisnotachievedpriortotheCommencementDate),Tenantshallbeentitled to an abatement of Base Rent by the proportion reflecting the amount by which the actual maximum import capacity of the connection is less than [***] until such time as the import capacity of [***] is achieved or restored.

(gg)Amendment and Restatement. This Amended and Restated Lease amends, restates, supersedes, and replaces in its entirety that certain Lease Agreement dated [***],byandbetweenLandlordandTenant(the“PriorLease”).FromandaftertheLeaseDateof this Lease, the Prior Lease shall be of no further force or effect, and all rights, duties, and obligationsofthepartiesthereundershallbegovernedsolelybythetermsandconditionssetforth herein. Intheeventofanyconflictorinconsistencybetweentheterms ofthisLeaseand thePrior Lease,thetermsofthisLeaseshallcontrol.Notwithstandingtheforegoing,thisLeaseshallnotbe deemed to constitute a termination or surrender of the leasehold estate created under the Prior Lease, and the leasehold estate shall be deemed to have continued without interruption from the original commencement date under the Prior Lease. Any obligations or liabilities that accrued under the Prior Lease prior to the Lease Date of this Lease, including without limitation any defaultsorbreachesthereof,shallsurviveandremainenforceableinaccordancewiththetermsof the Prior Lease to the extent not expressly modified or waived herein.

List of Exhibits:

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[Signatures on following page]

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INWITNESSWHEREOF,thePartieshavedulyexecutedthisLeaseasoftheLeaseDate.

JoindertoLeaseAgreement