UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2017OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report: Not applicableFor the transition period from to Commission file number 001-37637 MIMECAST LIMITED(Exact name of Registrant as specified in its charter) Bailiwick of Jersey(Jurisdiction of incorporation or organization)CityPoint, One Ropemaker Street, MoorgateLondon EC2Y 9AWUnited Kingdom(Address of principal executive offices)Peter Campbell, Chief Financial OfficerTel: +1 781 996 5340Mimecast North America, Inc.480 Pleasant StreetWatertown, MA 02472(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registeredOrdinary Shares, nominal value $0.012 per share NASDAQ Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act:None(Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None(Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant toRule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Emerging growth company ☒If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐☐† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☒ International Financial Reporting Standards as issuedby the International Accounting Standards Board ☐ Other ☐If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report. 55,901,996 ordinary shares TABLE OF CONTENTS PageNon-GAAP Financial Measures 3Special Note Regarding Forward-Looking Statements 4Item 1. Identity of Directors, Senior Management and Advisors 5Item 2. Offer Statistics and Expected Timetable 5Item 3. Key Information 5A. Selected Consolidated Financial and Other Data 5B. Capitalization and Indebtedness 8C. Reasons for the Offer and Use of Proceeds 8D. Risk Factors 8Item 4. Information About the Company 25A. History and Development of the Company 25B. Business Overview 25C. Organizational Structure 43D. Property, Plant and Equipment 43Item 4A. Unresolved Staff Comments 43Item 5. Operating and Financial Review and Prospects 43A. Operating Results 48B. Liquidity and Capital Resources 55C. Research and Development, Patents and Licenses 61D. Trend Information 62E. Off-Balance Sheet Arrangements 62F. Tabular Disclosure of Contractual Obligations 62G. Safe Harbor 62Item 6. Directors, Senior Management and Employees 62A. Directors and Senior Management 62B. Compensation 64C. Board Practices 64D. Employees 73E. Share Ownership 73Item 7. Major Shareholders and Related Party Transactions 73A. Major Shareholders 73B. Related Party Transactions 75Item 8. Financial Information 77A. Consolidated Statements and Other Financial Information 77B. Significant Changes 77Item 9. The Offer and Listing 77A. Offering and Listing Details 77B. Plan of Distribution 77C. Markets 77D. Selling Shareholders 78E. Dilution 78F. Expenses of the Issue 78Item 10. Additional Information 78A. Share Capital 78B. Memorandum and Articles of Association 79C. Material Contracts 86D. Exchange Controls 86E. Taxation 86F. Dividends and Paying Agents 92G. Statements by Experts 92 1 PageH. Documents on Display 92I. Subsidiary Information 93Item 11. Quantitative and Qualitative Disclosures about Market Risk 93Item 12. Description of Securities Other than Equity Securities 94A. Debt Securities 94B. Warrants and Rights 94C. Other Securities 94D. American Depositary Shares 94Item 13. Defaults, Dividend Arrearages and Delinquencies 95Item 14. Material Modifications to the Rights of Security holders and Use of Proceeds 95Item 15. Controls and Procedures 95Item 16A. Audit Committee Financial Expert 96Item 16B. Code of Ethics 96Item 16C. Principal Accountant Fees and Services 96Item 16D. Exemption from the Listing Standards for Audit Committees 97Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 97Item 16F. Change in Registrant’s Certifying Accountant 97Item 16G. Corporate Governance 97Item 16H. Mine Safety Disclosure 97Item 17. Financial Statements 97Item 18. Financial Statements 97Item 19. Exhibits 97Index to Consolidated Financial Statements F-1 References in this Annual Report on Form 20-F to “Mimecast Limited,” “we,” “our,” “us” and the “Company” refer to Mimecast Limited and itsconsolidated subsidiaries. Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the UnitedStates, or U.S. GAAP, and are expressed in U.S. dollars. References to “dollars” or “$” are to U.S. dollars. Our fiscal year ends on March 31 of each calendaryear. References to any specific fiscal year refer to the year ended March 31 of the calendar year specified. For example, we refer to the fiscal year endingMarch 31, 2017 as “fiscal 2017.”The trademarks, trade names and service marks appearing in this Annual Report on Form 20-F are the property of their respective owners.Certain amounts and percentages that appear in this Annual Report on Form 20-F have been subject to rounding adjustments. As a result, certainnumerical figures shown as totals, including in tables, may not be exact arithmetic aggregations of the figures that precede or follow them.2 Non-GAAP Financial MeasuresRevenue Constant Currency Growth Rate. In order to determine how our business performed exclusive of the effect of foreign currency fluctuations,we compare the percentage change in our revenue from one period to another using a constant currency. To determine the revenue constant currency growthrate for the fiscal years below, revenue from entities reporting in foreign currencies was translated into U.S. dollars using the comparable prior period’s foreigncurrency exchange rates. For example, the average rates in effect for the year ended March 31, 2016 were used to convert revenue for the year ended March31, 2017 and the revenue for the comparable prior period ended March 31, 2016, rather than the actual exchange rates in effect during the respective period.Revenue constant currency growth rate is a non-GAAP financial measure. A reconciliation of this non-GAAP measure to its most directly comparable U.S.GAAP measure for the respective periods can be found in “Item 3—Key Information—A. Selected Consolidated Financial and Other Data” below.The impact of foreign exchange rates is highly variable and difficult to predict. We use revenue constant currency growth rate to show the impact fromforeign exchange rates on the current period revenue growth rate compared to the prior period revenue growth rate using the prior period’s foreign exchangerates. In order to properly understand the underlying business trends and performance of our ongoing operations, we believe that investors may find it usefulto consider the impact of excluding changes in foreign exchange rates from our revenue growth rate.We believe that presenting this non-GAAP financial measure in this Annual Report on Form 20-F provides investors greater transparency to theinformation used by our management for financial and operational decision-making and allows investors to see our results “through the eyes” ofmanagement. We also believe that providing this information better enables our investors to understand our operating performance and evaluate themethodology used by management to evaluate and measure such performance.However, this non-GAAP measure should not be considered in isolation or as a substitute for our financial results prepared in accordance with U.S.GAAP. For example, revenue constant currency growth rates, by their nature, exclude the impact of foreign exchange, which may have a material impact onU.S. GAAP revenue. Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and therefore other companiesmay calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that we define as net (loss) income, adjusted to exclude: depreciation andamortization, share-based compensation expense, restructuring expense, interest income and interest expense, provision for income taxes and foreignexchange income (expense). A reconciliation of this non-GAAP measure to its most directly comparable U.S. GAAP measure for the respective periods can befound in “Item 3—Key Information—A. Selected Consolidated Financial and Other Data” below.We believe that Adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our pastfinancial performance, facilitates period-to-period comparisons of operations and facilitates comparisons with our peer companies, many of which use asimilar non-GAAP financial measure to supplement their GAAP results.We use Adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of our overall assessment of our performance,for planning purposes, including the preparation of our annual operating budget, to evaluate the effectiveness of our business strategies, to communicate withour board of directors concerning our financial performance, and for establishing incentive compensation metrics for executives and other senior employees.We do not place undue reliance on Adjusted EBITDA as a measure of operating performance. This non-GAAP measure should not be considered as asubstitute for other measures of financial performance reported in accordance with GAAP. There are limitations to using a non-GAAP financial measure,including that other companies may calculate this measure differently than we do, that it does not reflect our capital expenditures or future requirements forcapital expenditures and that it does not reflect changes in, or cash requirements for, our working capital.3 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 20-F contains forward-looking statements within the meaning of the federal securities laws, which statements involvesubstantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In somecases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,”“intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similarterms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Annual Report on Form 20-Finclude, but are not limited to, statements about: •our expectations regarding our revenue, expenses and other results of operations; •our plans to invest in sales and marketing efforts and expand our channel partnerships; •our ability to attract new customers and retain existing customers; •our plans to continue to invest in the research and development of technology for both existing and new products; •the growth rates of the markets in which we compete; •our liquidity and working capital requirements; •our anticipated strategies for growth; •our ability to anticipate market needs and develop new and enhanced solutions to meet those needs; •anticipated trends and challenges in our business and in the markets in which we operate; •our ability to compete in our industry and innovation by our competitors; •our ability to adequately protect our intellectual property; •our ability to respond to evolving regulatory requirements regarding data protection and privacy; and •our plans to pursue strategic acquisitions.We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on Form 20-F.You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in thisAnnual Report on Form 20-F primarily on our current expectations and projections about future events and trends that we believe may affect our business,financial condition, operating results and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertaintiesand other factors described in the “Item 3—Key Information—D. Risk Factors.” Moreover, we operate in a very competitive and rapidly changingenvironment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have animpact on the forward-looking statements contained in this Annual Report on Form 20-F. We cannot assure you that the results, events and circumstancesreflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those describedin the forward-looking statements.The forward-looking statements made in this Annual Report on Form 20-F relate only to events as of the date on which the statements are made. Weundertake no obligation to update any forward-looking statements made in this Annual Report on Form 20-F to reflect events or circumstances after the dateof this Annual Report on Form 20-F or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actuallyachieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-lookingstatements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investmentswe may make.4 PART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORSNot required.ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLENot applicable.ITEM 3. KEY INFORMATIONA. Selected Consolidated Financial and Other DataOur historical consolidated financial statements are prepared in accordance with U.S. GAAP and presented in U.S. dollars. The selected historicalconsolidated financial information set forth below has been derived from our historical consolidated financial statements for the years presented. Historicalinformation as of and for the years ended March 31, 2017, 2016 and 2015 is derived from our audited consolidated financial statements included elsewherein this Annual Report on Form 20-F. Historical financial information as of and for the year ended March 31, 2014 is derived from our audited consolidatedfinancial statements not included in this Annual Report on Form 20-F. Historical information as of and for the year ended March 31, 2013 is derived from ourunaudited consolidated financial statements for such period. You should read the information presented below in conjunction with those auditedconsolidated financial statements, the notes thereto and the discussion under “Item 5.—Operating and Financial Review and Prospects” included elsewherein this Annual Report on Form 20-F. Year Ended March 31, 2017 2016 2015 2014 2013 (in thousands, except per share data) Consolidated Statements of Operations Data: Revenue $186,563 $141,841 $116,085 $88,315 $66,750 Cost of revenue (1) 50,314 41,809 36,821 28,673 21,165 Gross profit 136,249 100,032 79,264 59,642 45,585 Operating expenses Research and development (1) 22,593 17,663 14,461 12,844 11,019 Sales and marketing (1) 96,154 65,187 51,224 46,971 35,635 General and administrative (1) 27,875 19,756 15,806 11,187 13,666 Restructuring — — 1,203 — — Total operating expenses 146,622 102,606 82,694 71,002 60,320 Loss from operations (10,373) (2,574) (3,430) (11,360) (14,735)Other income (expense) Interest income 510 74 62 86 77 Interest expense (268) (690) (703) (542) (844)Foreign exchange income (expense) 6,892 811 4,508 (5,055) 1,188 Total other income (expense), net 7,134 195 3,867 (5,511) 421 (Loss) income before income taxes (3,239) (2,379) 437 (16,871) (14,314)Provision for income taxes 2,202 865 152 19 15 Net (loss) income $(5,441) $(3,244) $285 $(16,890) $(14,329)Net (loss) income per share applicable to ordinary shareholders: (2) Basic $(0.10) $(0.08) $0.01 $(0.53) $(0.46)Diluted $(0.10) $(0.08) $0.01 $(0.53) $(0.46)Weighted-average number of ordinary shares used in computing net (loss) income per share applicable to ordinary shareholders: Basic 54,810 40,826 32,354 31,719 31,060 Diluted 54,810 40,826 36,075 31,719 31,0605 As of March 31, 2017 2016 2015 2014 2013 (in thousands) Consolidated Balance Sheet Data: Cash, cash equivalents and investments $111,666 $106,140 $32,890 $19,158 $36,458 Property and equipment, net 32,009 24,806 23,159 24,974 14,563 Total assets 205,352 175,127 88,829 75,783 73,453 Debt and capital lease obligations, current and long-term 2,203 6,891 12,364 9,092 8,669 Deferred revenue, current and long-term 95,348 70,040 53,308 46,131 35,222 Convertible preferred shares — — 59,305 59,305 59,305 Total shareholders' equity (deficit) 81,992 78,074 (53,851) (56,750) (44,700) Year Ended March 31, 2017 2016 2015 2014 (dollars in thousands) Supplemental Financial and Other Data: Revenue constant currency growth rate (3) 39% 30% 33% 37%Revenue retention rate (4) 111% 109% 107% 105%Total customers (5) 26,400 18,000 13,800 10,300 Adjusted EBITDA (6) $11,802 $15,839 $14,227 $(1,170) (1)Share-based compensation expense included in these line items was as follows: Year Ended March 31, 2017 2016 2015 2014 2013 (in thousands) Cost of revenue $1,353 $633 $151 $151 $239 Research and development 1,873 1,711 544 291 174 Sales and marketing 4,719 3,180 1,684 395 2,663 General and administrative 2,349 2,362 3,047 395 3,600 Total share-based compensation expense $10,294 $7,886 $5,426 $1,232 $6,676 (2)Basic and diluted net (loss) income per share applicable to ordinary shareholders is computed based on the weighted-average number of ordinaryshares outstanding during each period. For additional information, see Note 2 to the notes to our consolidated financial statements included elsewherein this Annual Report on Form 20-F.(3)In order to determine how our business performed exclusive of the effect of foreign currency fluctuations, we compare the percentage change in ourrevenue from one period to another using a constant currency. To determine the revenue constant currency growth rate for each period, revenue fromentities reporting in foreign currencies was translated into U.S. dollars using the comparable prior period’s foreign currency exchange rates. Forexample, the average rates in effect for the fiscal year ended March 31, 2016 were used to convert revenue for the year ended March 31, 2017 and therevenue for the comparable prior period ended March 31, 2016, rather than the actual exchange rates in effect during the respective period. Revenueconstant currency growth rate is a non-GAAP financial measure. A reconciliation of this non-GAAP measure to its most directly comparable U.S.GAAP measure for the respective periods can be found in the table below. Year Ended March 31, 2017 2016 2015 2014 (dollars in thousands) Reconciliation of Revenue Constant Currency Growth Rate: Revenue, as reported $186,563 $141,841 $116,085 $88,315 Revenue year-over-year growth rate, as reported 32% 22% 31% 32%Estimated impact of foreign currency fluctuations 7% 8% 2% 5%Revenue constant currency growth rate 39% 30% 33% 37% 6 The impact of foreign exchange rates is highly variable and difficult to predict. We use revenue constant currency growth rate to show the impact fromforeign exchange rates on the current period revenue growth rate compared to the prior period revenue growth rate using the prior period’s foreignexchange rates. In order to properly understand the underlying business trends and performance of our ongoing operations, we believe that investorsmay find it useful to consider the impact of excluding changes in foreign exchange rates from our revenue growth rate.We believe that presenting this non-GAAP financial measure in this Annual Report on Form 20-F provides investors greater transparency to theinformation used by our management for financial and operational decision-making and allows investors to see our results “through the eyes” ofmanagement. We also believe that providing this information better enables our investors to understand our operating performance and evaluate themethodology used by management to evaluate and measure such performance.However, this non-GAAP measure should not be considered in isolation or as a substitute for our financial results prepared in accordance with U.S.GAAP. For example, revenue constant currency growth rates, by their nature, exclude the impact of foreign exchange, which may have a materialimpact on U.S. GAAP revenue. Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and thereforeother companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures forcomparative purposes.(4)We calculate our revenue retention rate by annualizing revenue on a constant currency basis recorded on the last day of the measurement period foronly those customers in place throughout the entire measurement period. We include add-on, or upsell, revenue from additional employees andservices purchased by existing customers. We divide the result by revenue on a constant currency basis on the first day of the measurement period forall customers in place at the beginning of the measurement period. The measurement period is based on the trailing twelve months. The revenue on aconstant currency basis is based on the average exchange rates in effect during the respective period.(5)Reflects the customer count on the last day of the period rounded to the nearest hundred customers.(6)Adjusted EBITDA is a non-GAAP financial measure that we define as net (loss) income, adjusted to exclude: depreciation and amortization, share-based compensation expense, restructuring expense, interest income and interest expense, provision for income taxes and foreign exchange income(expense).We believe that Adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our pastfinancial performance, facilitates period-to-period comparisons of operations and facilitates comparisons with our peer companies, many of which usea similar non-GAAP financial measure to supplement their GAAP results.We use Adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of our overall assessment of our performance,for planning purposes, including the preparation of our annual operating budget, to evaluate the effectiveness of our business strategies, tocommunicate with our board of directors concerning our financial performance, and for establishing incentive compensation metrics for executivesand other senior employees.We do not place undue reliance on Adjusted EBITDA as a measure of operating performance. This non-GAAP measure should not be considered as asubstitute for other measures of financial performance reported in accordance with GAAP. There are limitations to using a non-GAAP financialmeasure, including that other companies may calculate this measure differently than we do, that it does not reflect our capital expenditures or futurerequirements for capital expenditures and that it does not reflect changes in, or cash requirements for, our working capital.The following table presents a reconciliation of net (loss) income to Adjusted EBITDA: Year Ended March 31, 2017 2016 2015 2014 (in thousands) Reconciliation of Adjusted EBITDA: Net (loss) income $(5,441) $(3,244) $285 $(16,890)Depreciation and amortization 11,881 10,527 11,028 8,958 Interest (income) expense, net (242) 616 641 456 Provision for income taxes 2,202 865 152 19 Restructuring — — 1,203 — Share-based compensation expense 10,294 7,886 5,426 1,232 Foreign exchange (income) expense (6,892) (811) (4,508) 5,055 Adjusted EBITDA $11,802 $15,839 $14,227 $(1,170) 7 B. Capitalization and IndebtednessNot applicable.C. Reasons for the Offer and Use of ProceedsNot applicable.D. Risk FactorsRisks Related to Our Business and Our IndustryIf we are unable to attract new customers and retain existing customers, our business and results of operations will be affected adversely.To succeed, we must continue to attract new customers and retain existing customers who desire to use our security, continuity and archivingofferings. Acquiring new customers is a key element of our continued success, growth opportunity and future revenue. We will continue to invest in a directsales force combined with a focused channel strategy designed to serve the various requirements of small, mid-market and large enterprises and to bring newcustomers onto our cloud architecture. Any failures by us to execute in these areas will negatively impact our business. The rate at which new and existingcustomers purchase our products depends on a number of factors, including those outside of our control. For example, in the fiscal year ended March 31,2017, we benefited from the decision by Intel Corporation to end-of-life its McAfee MX Logic email protection product. Our future success also depends onretaining our current customers at acceptable retention levels. Our retention rates may decline or fluctuate as a result of a number of factors, some of whichmay be outside our control, including competition, customers’ budgeting and spending priorities, and overall general economic conditions. If our customersdo not renew their subscriptions for our products and services, our revenue would decline and our business would suffer. In future periods, our total customersand revenue could decline or grow more slowly than we expect.If we are unable to sell additional services and features to our existing customers, our future revenues and operating results will be harmed.A significant portion of our revenue growth is generated from sales of additional services and features to existing customers. Our future successdepends, in part, on our ability to continue to sell such additional services and features to our existing customers. We devote significant efforts todeveloping, marketing and selling additional services and features and associated support services to existing customers and rely on these efforts for aportion of our revenue. These efforts require a significant investment in building and maintaining customer relationships, as well as significant research anddevelopment efforts in order to provide upgrades and launch new services and features. The rate at which our existing customers purchase additional servicesand features depends on a number of factors, including the perceived need for additional security, continuity and archiving, the efficacy of our currentservices, the perceived utility of our new offerings, our customers’ IT budgets and general economic conditions. If our efforts to sell additional services andfeatures to our customers are not successful, our future revenues and operating results will be harmed.Failure to effectively expand our sales and marketing capabilities could harm our ability to acquire new customers and achieve broader marketacceptance of our services.Acquiring new customers and expanding sales to existing customers will depend to a significant extent on our ability to expand our sales andmarketing operations. We generate approximately one-third of our revenue from direct sales and we expect to continue to rely on our sales force to obtainnew customers and grow revenue from our existing customer base. We expect to expand our sales force in all of our regions and we face a number ofchallenges in achieving our hiring goals. For instance, there is significant competition for sales personnel with the sales skills and technical knowledge thatwe require. In addition, training and integrating a large number of sales and marketing personnel in a short period of time requires the allocation ofsignificant internal resources. Our ability to achieve projected growth in revenue in the future will depend, in large part, on our success in recruiting, trainingand retaining sufficient numbers of sales personnel. We invest significant time and resources in training new sales personnel to understand our solutions andgrowth strategy. In general, new hires require significant training and substantial experience before becoming productive. Our recent hires and planned hiresmay not become as productive as we require, and we may be unable to hire or retain sufficient numbers of qualified individuals in the future in the marketswhere we currently operate or where we seek to conduct business. Our growth may be materially and adversely impacted if the efforts to expand our sales andmarketing capabilities are not successful or if they do not generate a sufficient increase in revenue.8 We have incurred losses in the past, and we may not be able to achieve or sustain profitability for the foreseeable future.We have incurred losses in each period since our inception in 2003 up through our fiscal year ended March 31, 2017 with the exception of our fiscalyear ended March 31, 2015 in which we generated net income of $0.3 million. In our fiscal years ended March 31, 2017 and 2016, we incurred a net loss of$5.4 million and $3.2 million, respectively. As of March 31, 2017, we had an accumulated deficit of $94.0 million. We have been growing rapidly, and, as wedo so, we incur significant sales and marketing, support and other related expenses. Our ability to achieve and sustain profitability will depend in significantpart on our obtaining new customers, expanding our existing customer relationships and ensuring that our expenses, including our sales and marketingexpenses and the cost of supporting new customers, does not exceed our revenue. We also expect to make significant expenditures and investments inresearch and development to expand and improve our services and technical infrastructure. In addition, as a public company, we expect to continue to incursignificant legal, accounting and other expenses that we did not incur prior to our initial public offering in November 2015. These increased expendituresmay make it harder for us to achieve and maintain profitability and we cannot predict when we will achieve sustained profitability, if at all. We also mayincur losses in the future for a number of other unforeseen reasons. Accordingly, we may not be able to maintain profitability, once achieved, and we mayincur losses in the foreseeable future.Our business depends substantially on customers renewing their subscriptions with us. A decline in our customer renewals would harm our futureoperating results.In order for us to maintain or improve our operating results, it is important that our customers renew their subscriptions with us when the existingsubscription term expires. Although the majority of our customer contracts include auto-renew provisions, our customers have no obligation to renew theirsubscriptions upon expiration, and we cannot provide assurance that customers will renew subscriptions at the same or higher level of service, if at all. Foreach of the fiscal years ended March 31, 2017, 2016 and 2015, our customer retention rate has been consistently greater than 90%. We calculate customerretention rate as the percentage of paying customers on the last day of the relevant period in the prior year who remain paying customers on the last day of therelevant period in the current year. The rate of customer renewals may decline or fluctuate as a result of a number of factors, including our customers’satisfaction or dissatisfaction with our solutions, the effectiveness of our customer support services, our pricing, the prices of competing products or services,mergers and acquisitions affecting our customer base, or reductions in our customers’ spending levels. If our customers do not renew their subscriptions, orrenew on less favorable terms, our revenue may decline, and we may not realize improved operating results from our customer base.The markets in which we participate are highly competitive, with several large established competitors, and our failure to compete successfully wouldmake it difficult for us to add and retain customers and would reduce or impede the growth of our business.Our market is large, highly competitive, fragmented and subject to rapidly evolving technology, shifting customer needs and frequent introductions ofnew products and services. We currently compete with companies that offer products that target email and data security, continuity and archiving, as well aslarge providers such as Google Inc. and Microsoft Corporation, which offer functions and tools as part of their core mailbox services that may be, or beperceived to be, similar to ours. Our current and potential future competitors include: Barracuda Networks, Inc., Google, Microsoft Exchange OnlineProtection, Proofpoint, Inc., Symantec Corporation and Cisco Systems Inc., in security and Hewlett Packard Enterprise, Microsoft Office 365®, Symantec, andBarracuda in archiving. We expect competition to increase in the future from both existing competitors and new companies that may enter our markets.Additionally, some potential customers, particularly large enterprises, may elect to develop their own internal products. If two or more of our competitorswere to merge or partner with one another, the change in the competitive landscape could reduce our ability to compete effectively. Our continued successand growth depends on our ability to out-perform our competitors at the individual service level as well as increasing demand for a unified serviceinfrastructure. We cannot guarantee that we will out-perform our competitors at the product level or that the demand for a unified service technology willincrease.Some of our current competitors have, and our future competitors may have, certain competitive advantages such as greater name recognition, longeroperating history, larger market share, larger existing user base and greater financial, technical and other resources. Some competitors may be able to devotegreater resources to the development, promotion and sale of their products and services than we can to ours, which could allow them to respond more quicklythan we can to new technologies and changes in customer needs. We cannot assure you that our competitors will not offer or develop products or services thatare superior to ours or achieve greater market acceptance.Data security and integrity are critically important to our business, and breaches of our information and technology networks and unauthorized access toa customer’s data could harm our business and operating results.We have experienced, and will continue to experience, cyberattacks and other malicious internet-based activity, which continue to increase insophistication, frequency and magnitude. Because our services involve the storage of large amounts of our customers’9 sensitive and proprietary information, solutions to protect that information from cyberattacks and other threats, data security and integrity are criticallyimportant to our business. Despite all of our efforts to protect this information, we cannot provide assurance that systems that access our services anddatabases will not be compromised or disrupted, whether as a result of criminal conduct, distributed denial of service, or DDoS, attacks, such as the one weexperienced in September 2015, or other advanced persistent attacks by malicious actors, including hackers, state-backed hackers and cybercriminals,breaches due to employee error or malfeasance, or other disruptions during the process of upgrading or replacing computer software or hardware, poweroutages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events. Any breach of security, unauthorized accessto or disclosure of confidential information, disruption, including DDoS attacks, or the perception that the confidential information of our customers is notsecure, could result in a material loss of business, substantial legal liability or significant harm to our reputation.We must continually monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk ofunauthorized access. However, we may fail to identify these new and complex methods of attack, or fail to invest sufficient resources in security measures. Inaddition, as we increase our customer base and our brand becomes more widely known and recognized, we may become more of a target for malicious thirdparties. Any breach of our security measures as a result of third-party action, employee negligence and/or error, malfeasance, defects or otherwise thatcompromises the confidentiality, integrity or availability of our data or our customers’ data could result in: •severe harm to our reputation or brand, or materially and adversely affect the overall market perception of the security and reliability of ourservices; •individual and/or class action lawsuits, which could result in financial judgments against us and which would cause us to incur legal fees andcosts; •legal or regulatory enforcement action, which could result in fines and/or penalties and which would cause us to incur legal fees and costs;and/or •additional costs associated with responding to the interruption or security breach, such as investigative and remediation costs, the costs ofproviding individuals and/or data owners with notice of the breach, legal fees, the costs of any additional fraud detection activities, or the costsof prolonged system disruptions or shutdowns.Any of these events could materially adversely impact our business and results of operations.Data privacy concerns, evolving regulations of cloud computing, cross-border data transfer restrictions and other domestic or foreign laws and regulationsmay limit the use and adoption of, or require modification of, our products and services, which could limit our ability to attract new customers or supportexisting customers thus reducing our revenues, harming our operating results and adversely affecting our business. Laws and regulations related to the provision of services on the Internet are increasing, as federal, state and foreign governments continue to adoptnew laws and regulations addressing data privacy and the collection, processing, storage and use of personal information. For example, in the United States,these include laws and regulations promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, theComputer Fraud and Abuse Act, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, the Graham-Leach-Bliley Act of 1999, orGramm-Leach-Bliley, and state breach notification laws, as well as regulator enforcement positions and expectations reflected in federal and state regulatoryactions, settlements, consent decrees and guidance documents. Internationally, virtually every jurisdiction in which we operate has established its own datasecurity and privacy legal frameworks with which we, or our customers, must comply, including the Data Protection Directive 95/46/EC, or the Directive,established in the European Union, or EU, and local EU Member State legislation implementing the Directive, such as the Data Protection Act in the UnitedKingdom which we refer to as the United Kingdom or the U.K. Most recently, the EU adopted the EU General Data Protection Regulation, or GDPR, whichwill become effective in May 2018, increasing data security compliance obligations and consequences, including significant fines for organizations, locatedwithin or outside of the EU, when offering services in the EU. In October 2015, the European Court of Justice invalidated the U.S.-EU Safe Harbor frameworkthat had been in place since 2000, which allowed companies to meet EU legal requirements for the transfer of personal data from the EU to the United States.While other adequate legal mechanisms to lawfully transfer such data remain, the invalidation of the U.S.-EU Safe Harbor framework may result in differentEuropean data protection regulators applying differing standards for the transfer of personal data to the United States. Such laws and regulations are subjectto new and differing interpretations and may be inconsistent among jurisdictions. These and other regulatory requirements could restrict our ability to storeand process data as part of our SaaS solutions, or, in some cases, impact our ability to offer our SaaS products in certain jurisdictions. Such laws may alsoimpact our customers' ability to deploy certain of our solutions globally, to the extent they utilize our products for storing personal information that theystore and process. In addition, in many cases these privacy laws apply not only to transfers of information to third parties, but also within an enterprise,including our company or our customers. Additionally, if third parties that we work with,10 violate applicable laws or our policies, such violations may also put our customers’ information at risk and could in turn have an adverse effect on ourbusiness. The costs of compliance with, and other burdens imposed by, such laws, regulations and standards may require resources to create new products ormodify existing products, lead to us being subject to significant fines, penalties or liabilities for noncompliance, and may slow the pace at which we closesales transactions, any of which could harm our business. If we are unable to effectively increase sales of our services to large enterprises while mitigating the risks associated with serving such customers, ourbusiness, financial position and results of operations may suffer.As we seek to increase our sales to large enterprise customers, we may face longer sales cycles, more complex customer requirements, substantialupfront sales costs and less predictability in completing some of our sales than we do with smaller customers. In addition, our ability to successfully sell ourservices to large enterprises is dependent on us attracting and retaining sales personnel with experience in selling to large organizations. Also, becausesecurity breaches of larger, more high-profile enterprises are likely to be heavily publicized, there is increased reputational risk associated with serving suchcustomers. If we are unable to increase sales of our services to large enterprise customers while mitigating the risks associated with serving such customers,our business, financial position and results of operations may suffer.If we are unable to maintain successful relationships with our channel partners, our ability to acquire new customers could be adversely affected.In order to grow our business, we anticipate that we will continue to depend on our relationships with our channel partners who we rely on, in additionto our direct sales force, to sell and support our services. In our fiscal year ended March 31, 2017, while no individual channel partner accounted for 10% ormore of our sales, in the aggregate, our channel partners accounted for 65% of our sales. We expect that sales to channel partners will continue to account fora substantial portion of our revenue for the foreseeable future. We utilize channel partners to efficiently increase the scale of our marketing and sales efforts,increasing our market penetration to customers which we otherwise might not reach on our own. Our ability to achieve revenue growth in the future willdepend, in part, on our success in maintaining successful relationships with our channel partners.Our agreements with our channel partners are generally non-exclusive, meaning our channel partners may offer customers competitive services fromdifferent companies. If our channel partners do not effectively market and sell our services, choose to use greater efforts to market and sell their own productsor services or those of others, or fail to meet the needs of our customers, our ability to grow our business, sell our services and maintain our reputation may beadversely affected. Our contracts with our channel partners generally allow them to terminate their agreements for any reason upon 90 days’ notice. The lossof key channel partners, our possible inability to replace them, or the failure to recruit additional channel partners could materially and adversely affect ourresults of operations. If we are unable to maintain our relationships with these channel partners, our business, results of operations, financial condition or cashflows could be adversely affected.We provide service level commitments under our subscription agreements and service disruptions could obligate us to provide refunds and we could facesubscription terminations, which could adversely affect our revenue.Our subscription agreements with customers provide certain service level commitments. If we are unable to meet the stated service level commitmentsor suffer extended periods of downtime that exceed the periods allowed under our customer agreements, we could be required to pay refunds or facesubscription terminations, either of which could significantly impact our revenue.To date, we have suffered two significant service disruptions. The first occurred in 2013 and was a result of an equipment failure. Many of ourcustomers in the United Kingdom experienced service disruptions for several hours. More recently, we experienced a service disruption in September 2015 asa result of an external network DDoS attack. Customers using our Secure Email Gateway service in the United States experienced downtime related to thedelivery and receipt of external emails for several hours. The scope of the incident was limited to network traffic and no customer data was lost orcompromised. As a result of the service disruption, we voluntarily provided service credits to affected customers in the year ended March 31, 2016, totalingapproximately $0.4 million, all of which were paid as of March 31, 2016. While we have undertaken substantial remedial efforts to prevent future incidentslike these, we cannot guarantee that future attacks or service disruptions will not occur. Any future attacks or service disruptions could adversely affect ourreputation, our relationships with our existing customers and our ability to attract new customers, all of which would impact our future revenue and operatingresults.Our customers depend on our customer support team to resolve technical issues relating to our services. We may be unable to respond quickly enoughto accommodate short-term increases in customer demand for support services. Increased customer demand for these services, without corresponding revenue,could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on the ease of use of our services, on ourreputation and on positive recommendations from our11 existing customers. Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality support, couldadversely affect our reputation and our ability to sell our services to existing and prospective customers.If we are not able to provide successful updates, enhancements and features to our technology to, among other things, keep up with emerging cyber-threatsand customer needs, our business could be adversely affected.Our industry is marked by rapid technological developments and demand for new and enhanced services and features to meet the evolving IT needs oforganizations. In particular, cyber-threats are becoming increasingly sophisticated and responsive to the new security measures designed to thwart them. If wefail to identify and respond to new and increasingly complex methods of attack and update our products to detect or prevent such threats, our business andreputation will suffer. The success of any new enhancements, features or services that we introduce depends on several factors, including the timelycompletion, introduction and market acceptance of such enhancements, features or services. We may not be successful in either developing thesemodifications and enhancements or in bringing them to market in a timely fashion. Furthermore, modifications to existing technologies will increase ourresearch and development expenses. If we are unable to successfully enhance our existing services to meet customer requirements, increase adoption andusage of our services, or develop new services, enhancements and features, our business and operating results will be harmed.Because we recognize revenue from subscriptions for our services over the term of the agreement, downturns or upturns in new business may not beimmediately reflected in our operating results and may be difficult to discern.We generally recognize subscription revenue from customers ratably on a straight-line basis over the terms of their subscription agreements, which aretypically one year in duration. As a result, most of the revenue we report in each quarter is derived from the recognition of deferred revenue relating tosubscription agreements entered into during the previous fiscal year or quarter. Consequently, a decline in new or renewed subscriptions with yearly terms inany one quarter may have a small impact on our operating revenue results for that quarter. However, such decline will negatively affect our revenue in futurequarters. Accordingly, the effect of significant downturns in sales and market acceptance of our services, and potential changes in our pricing policies, rate ofexpansion or retention rate may not be fully reflected in our operating results until future periods. Shifts in the mix of annual versus monthly subscriptionbillings may also make it difficult to assess our business. We may also be unable to reduce our cost structure in line with a significant deterioration in sales. Inaddition, a significant majority of our costs are expensed as incurred, while revenue is recognized over the life of the agreement with our customer. As aresult, increased growth in the number of our customers could continue to result in our recognition of more costs than revenue in the earlier periods of theterms of our agreements. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, asrevenue from new customers is recognized over the applicable subscription term.Fluctuations in currency exchange rates could adversely affect our business.Our functional currency and that of our subsidiaries is the local currency of each entity and our reporting currency is the U.S. dollar. In our fiscal yearended March 31, 2017, 50% of our revenue was denominated in U.S. dollars, 31% in British pounds, 15% in South African rand and 4% in other currencies.Given that our functional currency and that of our subsidiaries is the local currency of each entity, but our reporting currency is the U.S. dollar, fluctuations incurrency exchange rates between the U.S. dollar, the British pound, the South African rand and the Australian dollar could materially and adversely affect ourbusiness. There may be instances in which costs and revenue will not be matched with respect to currency denomination. We estimate that a 10% increase ordecrease in the value of the British pound against the U.S. dollar would have increased or decreased our loss from operations by approximately $1.2 millionin our fiscal year ended March 31, 2017 and that a 10% increase or decrease in the value of the South African rand against the U.S. dollar would havedecreased or increased our loss from operations by approximately $1.7 million in our fiscal year ended March 31, 2017. To date, we have not entered into anycurrency hedging contracts. As a result, to the extent we continue our expansion on a global basis, we expect that increasing portions of our revenue, cost ofrevenue, assets and liabilities will be subject to fluctuations in currency valuations. We may experience economic loss and a negative impact on earnings ornet assets solely as a result of currency exchange rate fluctuations.The United Kingdom held a referendum on June 23, 2016 in which a majority of voters approved an exit from the EU, or Brexit, and on March 29,2017 the United Kingdom formally notified the EU of its intention to withdraw from the EU. A two-year period has now commenced during which the UnitedKingdom and the EU will negotiate the future terms of the United Kingdom's relationship with the EU, including, among other things, the terms of tradebetween the United Kingdom and the EU. The effects of Brexit will depend on any agreements the United Kingdom reaches to retain access to EU marketseither during a transitional period or more permanently. The outcome of the referendum caused volatility in global stock markets and foreign currencyexchange rate fluctuations, including the strengthening of the U.S. dollar against the British Pound and the euro, which may continue or worsen as theoutcome of the negotiations becomes clear.12 We are dependent on the continued services and performance of our two founders, the loss of either of whom could adversely affect our business.Our future performance depends upon contributions from our senior management team and, in particular, our two founders, Peter Bauer, our Chairmanand Chief Executive Officer, and Neil Murray, our Chief Technology Officer. If our senior management team, including any new hires that we may make, failsto work together effectively and to execute on our plans and strategies on a timely basis, our business could be harmed. The loss of one or more of ourexecutive officers or key employees could have an adverse effect on our business. The loss of services of either Mr. Bauer or Mr. Murray could significantlydelay or prevent the achievement of our development and strategic objectives.We depend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain and motivate qualified personnel, we may notbe able to grow effectively.Our success depends largely upon our continued ability to identify, hire, develop, motivate and retain highly skilled personnel, including seniormanagement, engineers, software developers, sales representatives and customer support representatives. Our growth strategy also depends, in part, on ourability to continue to attract and retain highly skilled personnel. Identifying, recruiting, training and integrating qualified individuals requires significanttime, expense and attention of management. Competition for these personnel is intense, especially for engineers experienced in designing and developingsoftware and software as a service, or SaaS, applications, and for experienced sales professionals. We have, from time to time experienced, and we expect tocontinue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete forexperienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may assert thatthese employees or we have breached their legal obligations, resulting in a diversion of our time and resources. In addition, prospective and existingemployees often consider the value of the equity awards they receive in connection with their employment. If the actual or perceived value of our equityawards declines, or experiences significant volatility, it may adversely affect our ability to recruit and retain key employees. If we are not able to effectivelyrecruit and retain qualified employees, our ability to achieve our strategic objectives will be adversely impacted, and our business will be harmed.We are subject to a number of risks associated with global sales and operations.We operate a global business with offices located in the United States, the United Kingdom, South Africa and Australia. In the fiscal year ended March31, 2017, we generated 49% of our revenue from the United States, 33% from the United Kingdom, 15% from South Africa and 3% from the rest of the world.As a result, our sales and operations are subject to a number of risks and additional costs, including the following: •fluctuations in exchange rates between currencies in the markets where we do business; •risks associated with trade restrictions and additional legal requirements, including the exportation of our technology that is required in someof the countries in which we operate; •greater risk of unexpected changes in regulatory rules, regulations and practices, tariffs and tax laws and treaties; •compliance with multiple anti-bribery laws, including the United States Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act; •heightened risk of unfair or corrupt business practices in certain geographies, and of improper or fraudulent sales arrangements that may impactfinancial results and result in restatements of, or irregularities in, financial statements; •limited or uncertain protection of intellectual property rights in some countries and the risks and costs associated with monitoring andenforcing intellectual property rights abroad; •greater difficulty in enforcing contracts and managing collections in certain jurisdictions, as well as longer collection periods; •management communication and integration problems resulting from cultural and geographic dispersion; •social, economic and political instability, terrorist attacks and security concerns in general; and •potentially adverse tax consequences.For example, Brexit may affect our results of operations in a number of ways, including increasing currency exchange risk, generating instability inthe global financial markets or negatively impacting the economies of the United Kingdom or Europe. In addition, because of our significant presence in theU.K., it is possible that Brexit may require us to restructure some or all of our operations. The long-term effects of Brexit will depend in part on anyagreements the U.K. makes to retain access to markets in the13 EU following the U.K.’s withdrawal from the EU. In addition, we expect that Brexit could lead to legal uncertainty and potentially divergent national lawsand regulations as the U.K. determines which EU laws to replicate or replace. These and other factors could harm our ability to generate future global revenueand, consequently, materially impact our business, results of operations and financial condition. These and other factors could harm our ability to generate future global revenue and, consequently, materially impact our business, results ofoperations and financial condition.Any serious disruptions in our services caused by defects in our software or otherwise may cause us to lose revenue and market acceptance.Our customers use our services for the most critical aspects of their business, and any disruptions to our services or other performance problems withour services, however caused, could hurt our brand and reputation and may damage our customers’ businesses. We provide regular updates, which maycontain undetected errors when first introduced or released. In the past, we have discovered software errors, failures, vulnerabilities and bugs in our servicesafter they have been released and new errors in our existing services may be detected in the future. Real or perceived errors, failures, system delays,interruptions, disruptions or bugs could result in negative publicity, loss of or delay in market acceptance of our services, loss of competitive position, delayof payment to us, lower renewal rates, or claims by customers for losses sustained by them. In such an event, we may be required, or may choose, for customerrelations or other reasons, to expend additional resources in order to mitigate or correct the problem. We seek to cap the liability to which we are exposed inthe event of losses or harm to our customers, but we cannot be certain that we will obtain these caps or that these caps, if obtained, will be respected in allinstances. We carry insurance; however, the amount of such insurance may be insufficient to compensate us for any losses that may result from claims arisingfrom defects or disruptions in our services. As a result, we could lose future sales and our reputation and our brand could be harmed.If the prices we charge for our services are unacceptable to our customers, our operating results will be harmed.As the market for our services matures, or as new or existing competitors introduce new products or services that compete with ours, we mayexperience pricing pressure and be unable to renew our agreements with existing customers or attract new customers at prices that are consistent with ourpricing model and operating budget. If this were to occur, it is possible that we would have to change our pricing model or reduce our prices, which couldharm our revenue, gross margin and operating results. Pricing decisions may also impact the mix of adoption among our subscription plans and negativelyimpact our overall revenue. Moreover, large enterprises, which may account for a larger portion of our business in the future, may demand substantial priceconcessions. If we are, for any reason, required to reduce our prices, our revenue, gross margin, profitability, financial position and cash flow may beadversely affected.Our research and development efforts may not produce new services or enhancements to existing services that result in significant revenue or other benefitsin the near future, if at all.We invested 12% of our revenue in research and development in each of our fiscal years ended March 31, 2017, 2016, and 2015. We expect tocontinue to dedicate significant financial and other resources to our research and development efforts in order to maintain our competitive position. However,investing in research and development personnel, developing new services and enhancing existing services is expensive and time-consuming, and there is noassurance that such activities will result in significant new marketable services, enhancements to existing services, design improvements, cost savings,revenue or other expected benefits. If we spend significant time and effort on research and development and are unable to generate an adequate return on ourinvestment, our business and results of operations may be materially and adversely affected.We have acquired, and may acquire in the future, other businesses, which could require significant management attention, disrupt our business, diluteshareholder value and adversely affect our results of operations.As part of our business strategy and in order to remain competitive, we may acquire, or make investments in, complementary companies, products ortechnologies. For example, in fiscal 2017, we acquired substantially all of the business of iSheriff, Inc., a cloud security provider. Nevertheless, ouracquisition experience to date remains limited, and as a result, our ability as an organization to acquire and integrate other companies, products ortechnologies in a successful manner is unproven. We may not be able to find suitable acquisition targets, and we may not be able to complete suchacquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, andany acquisitions we complete could be viewed negatively by our customers, analysts and investors. In addition, if we are unsuccessful at integrating suchacquisitions or the technologies associated with such acquisitions, our revenue and results of operations could be adversely affected. In addition, while wewill make significant efforts to address any information technology security issues with respect to any acquisitions, we may still inherit such risks when weintegrate the acquired products and systems. Any integration process may require significant14 time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or utilize the acquired technology orpersonnel, or accurately forecast the financial impact of an acquired business, including accounting charges. We may have to pay cash, incur debt or issueequity securities to pay for any such acquisitions, each of which could adversely affect our financial condition or the value of our ordinary shares. The sale ofequity or issuance of debt to finance any such acquisitions could result in dilution to our shareholders. The incurrence of indebtedness would result inincreased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.If the market for SaaS business software applications develops more slowly than we expect or declines, our business would be adversely affected.The expansion of the SaaS business applications market depends on a number of factors, including the cost, performance and perceived valueassociated with SaaS, as well as the ability of SaaS providers to address data security and privacy concerns. Additionally, government agencies have adopted,or may adopt, laws and regulations regarding the collection and use of personal information obtained from consumers and other individuals, or seek to accessinformation on our platform, either of which may reduce the overall demand for our platform. If we or other SaaS providers experience data security incidents,loss of customer data, disruptions in delivery, or other problems, the market for SaaS business applications, including our services, may be negativelyaffected.Natural disasters, power loss, telecommunications failures and similar events could cause interruptions or performance problems associated with ourinformation and technology infrastructure that could impair the delivery of our services and harm our business.We currently store our customers’ information within ten third-party data center hosting facilities located in ten locations around the world. As part ofour current disaster recovery arrangements, our production environment and all of our customers’ data is currently replicated in near real-time in a facilitylocated in a different location. We cannot provide assurance that the measures we have taken to eliminate single points of failure will be effective to preventor minimize interruptions to our operations. Our facilities are vulnerable to interruption or damage from a number of sources, many of which are beyond ourcontrol, including floods, fires, power loss, telecommunications failures and similar events. They may also be subject to break-ins, sabotage, intentional actsof vandalism and similar misconduct. Any damage to, or failure of, our systems generally could result in interruptions in our service. Interruptions in ourservice may reduce our revenue, cause customers to terminate their subscriptions and adversely affect our renewal rate and our ability to attract newcustomers. Our business and reputation will also be harmed if our existing and potential customers believe our service is unreliable. The occurrence of anatural disaster, an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result inlengthy interruptions in our service. Even with the disaster recovery arrangements, our service could be interrupted. As we continue to add data centers andadd capacity in our existing data centers, we may move or transfer our data and our customers’ data. Any unsuccessful data transfers may impair the deliveryof our service. Further, as we continue to grow and scale our business to meet the needs of our customers, additional burdens may be placed on our hostingfacilities.We employ third-party licensed software for use in or with our services, and the inability to maintain these licenses or errors in the software we licensecould result in increased costs, or reduced service levels, which would adversely affect our business.Our services incorporate and rely on certain third-party software obtained under licenses from other companies. We anticipate that we will continue torely on such third-party software and development tools in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of the software used inour services with new third-party software may require significant work and require substantial investment of our time and resources and delays in the releaseof our services until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated, which could harm our business. Alicensor may have difficulties keeping up with technological changes or may stop supporting the software or other intellectual property that it licensed to us.Also, to the extent that our services depend upon the successful operation of third-party software in conjunction with our software, any undetected errors ordefects in this third-party software could prevent the deployment or impair the functionality of our services, delay new services introductions, result in afailure of our services, and injure our reputation. Our use of additional or alternative third-party software would require us to enter into additional licenseagreements with third parties on terms that may not be favorable to us.Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.Our success and ability to compete depend in part on our intellectual property. We primarily rely on copyright, trade secret and trademark laws, tradesecret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual property rights.However, the steps we take to protect our intellectual property rights may be inadequate. As of March 31, 2017, we have 8 patents issued and 14 patentapplications pending in the United States. We also have 4 patents issued15 and 5 patent applications pending for examination in non-U.S. jurisdictions. We may not be able to obtain any further patents, and our pending applicationsmay not result in the issuance of patents. We have issued patents and pending patent applications outside the United States, and we may have to expendsignificant resources to obtain additional patents as we expand our international operations due to the cost of monitoring and protecting our rights acrossmultiple jurisdictions.In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigationbrought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in theimpairment or loss of portions of our intellectual property. Failure to adequately enforce our intellectual property rights could also result in the impairment orloss of those rights. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking thevalidity and enforceability of our intellectual property rights. Patent, copyright, trademark and trade secret laws offer us only limited protection and the lawsof many of the countries in which we sell our services do not protect proprietary rights to the same extent as the United States and Europe. Accordingly,defense of our trademarks and proprietary technology may become an increasingly important issue as we continue to expand our operations and solutiondevelopment into countries that provide a lower level of intellectual property protection than the United States or Europe. Policing unauthorized use of ourintellectual property and technology is difficult and the steps we take may not prevent misappropriation of the intellectual property or technology on whichwe rely. For example, in the event of inadvertent or malicious disclosure of our proprietary technology, trade secret laws may no longer afford protection toour intellectual property rights in the areas not otherwise covered by patents or copyrights. Accordingly, we may not be able to prevent third parties frominfringing upon or misappropriating our intellectual property. Our failure to secure, protect and enforce our intellectual property rights could materiallyadversely affect our brand and our business.We may elect to initiate litigation in the future to enforce or protect our proprietary rights or to determine the validity and scope of the rights of others.That litigation may not be ultimately successful and could result in substantial costs to us, the reduction or loss in intellectual property protection for ourtechnology, the diversion of our management’s attention and harm to our reputation, any of which could materially and adversely affect our business andresults of operations.We may be sued by third parties for alleged infringement of their proprietary rights.There is considerable patent and other intellectual property development activity in our industry. Our success depends, in part, on our not infringingupon the intellectual property rights of others. Our competitors, as well as a number of other entities, including non-practicing entities, which are entities thathave no operating business but exist purely as collectors of patents, and individuals, may own or claim to own intellectual property relating to our industry.From time to time, certain third parties have claimed that we are infringing upon their intellectual property rights. In the future, we may be found to beinfringing upon such rights. We closely monitor all such claims and none of the claims by the third parties have resulted in litigation, but legal actions bysuch parties are still possible. In addition, we cannot assure you that actions by other third parties alleging infringement by us of third-party patents or otherintellectual property will not be asserted or prosecuted against us. In the future, others may claim that our services and underlying technology infringe orviolate their intellectual property rights. We may also be unaware of the intellectual property rights that others may claim cover some or all of our technologyor services. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantialdamages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. Under all of our salescontracts, we are obligated to indemnify our customers and channel partners against third-party infringement claims, and we may also be obligated to paysubstantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify services or refundfees, any of which could be costly. Even if we were to prevail in such a dispute, any litigation regarding intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.16 Confidentiality arrangements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.We have devoted substantial resources to the development of our technology, business operations and business plans. In order to protect our tradesecrets and proprietary information, we rely in significant part on confidentiality arrangements with our employees, licensees, independent contractors,advisers, channel partners, resellers and customers. These arrangements may not be effective to prevent disclosure of confidential information, including tradesecrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, if others independentlydiscover trade secrets and proprietary information, we would not be able to assert trade secret rights against such parties. Effective trade secret protection maynot be available in every country in which our services are available or where we have employees or independent contractors. The loss of trade secretprotection could make it easier for third parties to compete with our solutions by copying functionality. In addition, any changes in, or unexpectedinterpretations of, the trade secret and employment laws in any country in which we operate may compromise our ability to enforce our trade secret andintellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failureto obtain or maintain trade secret protection could adversely affect our competitive business position.We may be subject to damages resulting from claims that our employees or contractors have wrongfully used or disclosed alleged trade secrets of theirformer employers or other parties.We could in the future be subject to claims that employees or contractors, or we, have inadvertently or otherwise used or disclosed trade secrets orother proprietary information of our competitors or other parties. Litigation may be necessary to defend against these claims. If we fail in defending againstsuch claims, a court could order us to pay substantial damages and prohibit us from using technologies or features that are essential to our solutions, if suchtechnologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of these parties. In addition, we may losevaluable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to develop, market andsupport potential solutions or enhancements, which could severely harm our business. Even if we are successful in defending against these claims, suchlitigation could result in substantial costs and be a distraction to management.The use of open source software in our offerings may expose us to additional risks and harm our intellectual property.Open source software is typically freely accessible, usable and modifiable. Certain open source software licenses require a user who intends todistribute the open source software as a component of the user’s software to disclose publicly part or all of the source code to the user’s software. In addition,certain open source software licenses require the user of such software to make any derivative works of the open source code available to others onunfavorable terms or at no cost. This can subject previously proprietary software to open source license terms.We monitor and control our use of open source software in an effort to avoid unanticipated conditions or restrictions on our ability to successfullycommercialize our products and solutions and believe that our compliance with the obligations under the various applicable licenses has mitigated the risksthat we have triggered any such conditions or restrictions. However, such use may have inadvertently occurred in the development and offering of ourproducts and solutions. Additionally, if a third-party software provider has incorporated certain types of open source software into software that we havelicensed from such third-party, we could be subject to the obligations and requirements of the applicable open source software licenses. This could harm ourintellectual property position and have a material adverse effect on our business, results of operations and financial condition.The terms of many open source software licenses have not been interpreted by U.S. or foreign courts, and there is a risk that those licenses could beconstrued in a manner that imposes unanticipated conditions or restrictions on our ability to successfully commercialize our products and solutions. Forexample, certain open source software licenses may be interpreted to require that we offer our products or solutions that use the open source software for nocost; that we make available the source code for modifications or derivative works we create based upon, incorporating or using the open source software (orthat we grant third parties the right to decompile, disassemble, reverse engineer, or otherwise derive such source code); that we license such modifications orderivative works under the terms of the particular open source license; or that otherwise impose limitations, restrictions or conditions on our ability to use,license, host, or distribute our products and solutions in a manner that limits our ability to successfully commercialize our products.We could, therefore, be subject to claims alleging that we have not complied with the restrictions or limitations of the applicable open source softwarelicense terms or that our use of open source software infringes the intellectual property rights of a third-party. In that event, we could incur significant legalexpenses, be subject to significant damages, be enjoined from further sale and distribution of our products or solutions that use the open source software, berequired to pay a license fee, be forced to reengineer our products and solutions, or be required to comply with the foregoing conditions of the open sourcesoftware licenses (including the release of the17 source code to our proprietary software), any of which could adversely affect our business. Even if these claims do not result in litigation or are resolved inour favor or without significant cash settlements, the time and resources necessary to resolve them could harm our business, results of operations, financialcondition and reputation.Additionally, the use of open source software can lead to greater risks than the use of third-party commercial software, as open source software doesnot come with warranties or other contractual protections regarding indemnification, infringement claims or the quality of the code.We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and we could be obligated to pay additional taxesin various jurisdictions.As a multinational organization, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, theapplication of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicabletax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverseeffect on our liquidity and results of operations. In addition, the authorities in these jurisdictions could review our tax returns and impose additional tax,interest and penalties, and the authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of taxtreaties are not available to us or our subsidiaries. Furthermore, one or more jurisdictions in which we do not believe we are currently subject to tax payment,withholding, or filing requirements, could assert that we are subject to such requirements. Any of these claims or assertions could have a material impact onus and the results of our operations.We are subject to governmental export controls and funds dealings restrictions that could impair our ability to compete in certain international marketsand subject us to liability if we are not in full compliance with applicable laws.Our software and services may be subject to export controls and we may also be subject to restrictions or prohibitions on transactions with, or ondealing in funds transfers to/from, certain embargoed jurisdictions and sanctioned persons and entities, pursuant to the U.K. Export Control Organisation’srestrictions, the U.K. Treasury’s restrictions, the EU Council Regulations, the United States Department of Commerce’s Export Administration Regulations,the economic and trade sanctions regulations administered by the United States Treasury Department’s Office of Foreign Assets Controls and United StatesDepartment of State, and similar laws that may apply in other jurisdictions in which we operate or sell or distribute our services. Export control and economicsanctions laws include prohibitions on the sale or supply of certain products and services to certain embargoed or sanctioned countries, regions,governments, persons and entities, as well as restrictions or prohibitions on dealing in funds to/from those countries, regions, governments, persons andentities. In addition, various countries regulate the import of certain encryption items and technology through import permitting and licensing requirements,and have enacted laws that could limit our ability to distribute our services or could limit our customers’ ability to implement our services in those countries.The exportation, re-exportation, and importation of our software and services, including by our channel partners, must comply with applicable laws orelse we may be adversely affected, through reputational harm, government investigations, penalties, and/or a denial or curtailment of our ability to export ourservices. Although we take precautions to prevent our services from being provided in violation of such laws, our services may have been in the past, andcould in the future be, provided in violation of such laws.In 2008, an order was placed by a third-party U.K. reseller of Mimecast Services Limited, or MSL, our U.K. operating company, for ongoing emailarchiving services to Persia International Bank, or PIB, which is based in London, United Kingdom. On July 27, 2010, PIB was named as a designated personon the EU Council Regulation against Iran. In March 2015, we determined that the provision of services after July 26, 2010 by MSL to PIB may haveconstituted an indirect breach by us of EU Council Regulation 267/2012. We terminated the PIB account with the U.K. reseller in April 2015 and alsodetermined that no payments had been received by us from our channel partner related to this account since April 2014 and that the total revenue recognizedby us over the life of the account was less than £12,500. On October 25, 2007, PIB had previously been included on the U.S. List of Specially DesignatedNationals and Blocked Persons under Executive Order 13382. The designation was amended on August 16, 2010 to add a designation under the IranianFinancial Sanctions Regulations. In January 2016, the EU lifted the sanctions on PIB and its shareholder banks, Bank Mellat and Bank Tejarat. Based on ourreview, because of the U.K. nexus to the activities, we believe this sale did not constitute a violation of U.S. trade sanctions administered by United StatesTreasury’s Office of Foreign Asset Control. However, we may experience reputational harm as a result of the transaction by our U.K. operating company. Wehave since implemented additional export control compliance management oversight and have undertaken remedial measures and additional screenings toreduce the risk of similar events occurring in the future.If we are found to be in violation of U.S. sanctions or export control laws, it could result in substantial fines and penalties for us and for the individualsworking for us, including civil penalties of up to $250,000 or twice the value of the transaction, whichever is greater, per violation, and in the event ofconviction for a criminal violation, fines of up to $1 million and possible incarceration for18 responsible employees and managers for willful and knowing violations. Under the terms of applicable regulations, each instance in which a companyprovides goods or services may be considered a separate violation. If we are found to be in violation of U.K. sanctions or export controls, it could also resultin unlimited fines for us and responsible employees and managers, as well as imprisonment of up to two years for responsible employees and managers.Changes in our software or services, or changes in export, sanctions or import laws, may delay the introduction and sale of our services in internationalmarkets, prevent our customers with international operations from deploying our software or services or, in some cases, prevent the export or import of oursoftware or services to certain countries, regions, governments, persons or entities altogether, which could adversely affect our business, financial conditionand operating results.Our quarterly results may fluctuate for a variety of reasons and may not fully reflect the underlying performance of our business.Our quarterly operating results, including the levels of our revenue, gross margin, profitability, cash flow and deferred revenue, may vary significantlyin the future, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results of any one quarter should not berelied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside ofour control and, as a result, may not fully reflect the underlying performance of our business. Fluctuations in quarterly results may negatively impact thevalue of our ordinary shares. Factors that may cause fluctuations in our quarterly financial results include, but are not limited to: •foreign exchange rates; •our ability to attract new customers; •our revenue retention rate; •the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; •network outages or security breaches; •general economic, industry and market conditions; •increases or decreases in the number of features in our services or pricing changes upon any renewals of customer agreements; •changes in our pricing policies or those of our competitors; •new variations in sales of our services, which has historically been highest in the fourth quarter of a given fiscal year; •the timing and success of new services and service introductions by us and our competitors or any other change in the competitive dynamics ofour industry, including consolidation among competitors, customers or strategic partners; and •the impact of acquisitions.Our credit agreement contains operating and financial covenants that may adversely impact our business and the failure to comply with suchcovenants could prevent us from borrowing funds and could cause any outstanding debt to become immediately payable.Our credit agreement with Silicon Valley Bank contains operating and financial restrictions and covenants, including the prohibition of theincurrence of further indebtedness and liens, the prohibition of certain investments, the prohibition against paying dividends and redeeming or repurchasingcapital stock, restrictions against merger and consolidation transactions and restrictions against the disposition of assets. This agreement requires us tomaintain a minimum liquidity ratio and a minimum annual recurring revenue amount during its term, and is subject to acceleration upon a material change incontrol (as defined therein). These restrictions and covenants, as well as those contained in any future financing agreements that we may enter into, mayrestrict our ability to finance our operations and to engage in, expand or otherwise pursue our business activities and strategies. Our ability to comply withthese covenants may be affected by events beyond our control, and breaches of these covenants could result in a default under the credit agreement and anyfuture financial agreements that we may enter into. If not waived, defaults could cause our outstanding indebtedness under our credit agreement and anyfuture financing agreements that we may enter into to become immediately due and payable. In addition, we have entered into capital lease agreements in thepast and plan to enter into such agreements in the future. These agreements may contain similar restrictions as the ones described above, which may impactthe manner in which we operate our business. 19 If we need to raise additional capital to expand our operations and invest in new technologies in the future and cannot raise it on acceptable terms or atall, our ability to compete successfully may be harmed.We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash requirements for at least the next twelve months.However, unforeseen circumstances may arise which may mean that we may need to raise additional funds, and we may not be able to obtain additional debtor equity financing on favorable terms, if at all. If we raise additional equity financing, our security holders may experience significant dilution of theirownership interests and the value of our ordinary shares could decline. If we engage in debt financing, we may be required to accept terms that restrict ourability to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions. Ifwe need additional capital and cannot raise it on acceptable terms, if at all, we may not be able to, among other things: •develop and enhance our services; •continue to expand our research and development, sales and marketing organizations; •hire, train and retain key employees; •respond to competitive pressures or unanticipated working capital requirements; or •pursue acquisition opportunities.Our inability to do any of the foregoing could reduce our ability to compete successfully and harm our results of operations.We are an “emerging growth company” and we cannot be certain whether the reduced requirements applicable to emerging growth companies will makeour ordinary shares less attractive to investors.We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may take advantage ofcertain exemptions from various requirements that are applicable to other public companies that are not emerging growth companies. Most of suchrequirements relate to disclosures that we would only be required to make if we cease to be a foreign private issuer in the future. Nevertheless, as an emerginggrowth company, we will not be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or theSarbanes-Oxley Act, for up to five fiscal years after the date of our initial public offering, which occurred in November 2015. We will remain an emerginggrowth company until the earliest of: (a) the last day of our fiscal year during which we have total annual gross revenue of at least $1.0 billion (as may beinflation-adjusted by the Securities and Exchange Commission, or SEC, from time to time); (b) the last day of our fiscal year following the fifth anniversary ofour initial public offering (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or(d) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act. When weare no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We cannotpredict if investors will find our ordinary shares less attractive as a result of our reliance on exemptions under the JOBS Act. If some investors find ourordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares and our share price may be more volatile.Risks Related to Our Ordinary Shares and Our Organization in JerseyOur share price has been and may continue to be volatile.The market price of our ordinary shares may decline. In addition, the market price of our ordinary shares could be highly volatile and may fluctuatesubstantially as a result of many factors, many of which we cannot control, including: •actual or anticipated fluctuations in our results of operations; •variance in our financial performance from the expectations of market analysts; •announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions orexpansion plans; •changes in the prices of our services or those of our competitors; •our involvement in litigation; •our sale of ordinary shares or other securities in the future; •market conditions in our industry; •changes in key personnel;20 •the trading volume of our ordinary shares; •changes in the estimation of the future size and growth rate of our markets; and •general economic and market conditions.In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm themarket price of our ordinary shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’ssecurities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation we could incursubstantial costs and our management’s attention and resources could be diverted.If securities or industry analysts cease to publish research or publish inaccurate or unfavorable research about our business, our share price and tradingvolume could decline.The trading market for our ordinary shares depends in part on the research and reports that securities or industry analysts publish about us or ourbusiness. If one or more of the analysts who covers us downgrades our shares or publishes inaccurate or unfavorable research about our business, our shareprice would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our shares coulddecrease, which could cause our share price and trading volume to decline.We do not expect to pay dividends and investors should not buy our ordinary shares expecting to receive dividends.We do not anticipate that we will declare or pay any dividends in the foreseeable future, and our ability to do so may be constrained by restrictions inour current and future debt arrangements and by Jersey law. Consequently, you will only realize an economic gain on your investment in our ordinary sharesif the price appreciates. You should not purchase our ordinary shares expecting to receive cash dividends. Since we do not pay dividends, and if we are notsuccessful in establishing an orderly trading market for our shares, then you may not have any manner to liquidate or receive any payment on yourinvestment. Therefore our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our businessoperations. In addition, because we do not pay dividends we may have trouble raising additional funds which could affect our ability to expand our businessoperations.The market price of our ordinary shares could be negatively affected by future sales of our ordinary shares.Sales by us or our shareholders of a substantial number of ordinary shares in the public market, or the perception that these sales might occur, couldcause the market price of our ordinary shares to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, ourequity securities.We have filed with the SEC a Registration Statement on Form F-3, commonly referred to as a “shelf registration,” that permits us to sell in a registeredoffering up to $50 million of our securities at our discretion. The shelf registration was declared effective by the SEC on March 14, 2017. While we have nocurrent plans to conduct an offering of securities under the shelf registration statement, our plans could change at any time. In addition, the shelf registrationstatement also covers the registration of 20,539,030 ordinary shares held by our existing shareholders. By agreement, these shareholders are entitled todemand that we register their shares under the Securities Act of 1933, as amended, or the Securities Act, for resale into the public markets and they couldaffect their rights by requiring that we initiate an offering under the shelf registration statement.In addition to our current shareholders’ registration rights and our existing shelf registration statement, as of March 31, 2017, we had outstandingoptions and unvested restricted share units to purchase 8,709,347 shares under our equity incentive plans and had an additional 7,520,116 shares availablefor future grant.As a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of otherwise applicable SEC andNASDAQ Stock Market, or NASDAQ, requirements, which may result in less protection than is accorded to investors under rules applicable to domesticU.S. issuers.As a foreign private issuer, in reliance on the listing rules of NASDAQ, which permit a foreign private issuer to follow the corporate governancepractices of its home country, we are permitted to follow certain Jersey corporate governance practices instead of those otherwise required under the corporategovernance standards for U.S. domestic issuers. We currently do not, and do not intend to, take advantage of any such exemptions. We may in the future electto follow Jersey home country practices with regard to matters such as the formation and composition of our board of directors, the compensation andnominating and corporate governance21 committees, separate sessions of independent directors and the requirement to obtain shareholder approval for certain dilutive events (such as for theestablishment or amendment of certain equity-based compensation plans, issuances that will result in a change of control of the company, certain transactionsother than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company).Accordingly, our shareholders may not be afforded the same protection as provided under NASDAQ corporate governance rules that apply to U.S.domestic issuers. Following our home country governance practices as opposed to the requirements that would otherwise apply to a United States companylisted on NASDAQ may provide less protection than is accorded to investors of domestic issuers.As a foreign private issuer, we are not subject to the provisions of Regulation FD or U.S. proxy rules and are exempt from filing certain Exchange Actreports.As a foreign private issuer, we are exempt from a number of requirements under U.S. securities laws that apply to public companies that are not foreignprivate issuers. In particular, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements,and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of theExchange Act. In addition, we are not required under the Exchange Act to file annual and current reports and financial statements with the SEC as frequentlyor as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we are generally exempt from filing quarterly reportswith the SEC under the Exchange Act. We are also exempt from the provisions of Regulation FD, which prohibits the selective disclosure of materialnonpublic information to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable thatthe holder will trade in the company’s securities on the basis of the information. Even though it is our policy to comply voluntarily with Regulation FD,these exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor.We are not required to comply with the proxy rules applicable to U.S. domestic companies, including the requirement applicable to emerging growthcompanies to disclose the compensation of our Chief Executive Officer and the other two most highly compensated executive officers on an individual,rather than an aggregate, basis.We would lose our foreign private issuer status if a majority of our directors or executive officers are U.S. citizens or residents and we fail to meetadditional requirements necessary to maintain foreign private issuer status. Although we have elected to comply with certain U.S. regulatory provisions, ourloss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S.domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements onU.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We would also berequired to follow U.S. proxy disclosure requirements, including the requirement to disclose more detailed information about the compensation of our seniorexecutive officers on an individual basis. We may also be required to modify certain of our policies to comply with good governance practices associatedwith U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we would lose our ability to rely upon exemptionsfrom certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.We expect to lose our foreign private issuer status effective April 1, 2018, which would then require us to comply with the Exchange Act’s domesticreporting regime and cause us to incur significant legal, accounting and other expenses.We are currently a foreign private issuer and, therefore, we are not required to comply with all of the periodic disclosure and current reportingrequirements of the Exchange Act applicable to U.S. domestic issuers. In order to maintain our current status as a foreign private issuer, either (a) a majority ofour ordinary shares must be either directly or indirectly owned of record by non-residents of the United States or (b) (i) a majority of our executive officers ordirectors may not be United States citizens or residents, (ii) more than fifty-percent (50%) of our assets cannot be located in the United States and (iii) ourbusiness must be administered principally outside the United States. A foreign private issuer must determine its status on the last business day of its mostrecently completed second fiscal quarter which in our case is September, and a change in status (if any) would take effect as of the first day of the followingfiscal year. If a foreign private issuer no longer satisfies these requirements, it will become subject to U.S. domestic reporting requirements on the first day ofits fiscal year immediately succeeding such determination. We expect to lose this status as of April 1, 2018 and, accordingly, we will be required to complywith the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements forforeign private issuers. We will also be required to make changes in our corporate governance practices in accordance with various SEC and NASDAQ rules.The regulatory and compliance costs to us under U.S. securities laws to comply with the reporting requirements applicable to a U.S. domestic issuer may besignificantly higher than the cost we would incur as a foreign private issuer. As a result, we expect that the loss of foreign private issuer status will increaseour legal and financial compliance costs and will make some activities highly time consuming and costly.22 We must maintain proper and effective internal controls over financial reporting and any failure to maintain the adequacy of these internal controls mayadversely affect investor confidence in our company and, as a result, the value of our ordinary shares.We are required, pursuant to Section 404 of the Sarbanes-Oxley Act and the related rules adopted by the SEC, to furnish a report by management on,among other things, the effectiveness of our internal control over financial reporting on an annual basis. This assessment includes disclosure of any materialweaknesses identified by our management in our internal control over financial reporting. During the evaluation and testing process, if we identify one ormore material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective.In addition, once we no longer qualify as an “emerging growth company” under the JOBS Act and lose the ability to rely on the exemptions relatedthereto discussed above, our independent registered public accounting firm will also need to attest to the effectiveness of our internal control over financialreporting under Section 404 which will lead to increased costs. Our independent registered public accounting firm may issue a report that is adverse in theevent it is not satisfied with the level at which our controls are documented, designed or operating. We may not be able to remediate any future materialweaknesses, or to complete our evaluation, testing and any required remediation in a timely fashion. We are also required to disclose significant changesmade in our internal control procedures on a quarterly basis. Our compliance with Section 404 will require that we incur substantial accounting expense andexpend significant management efforts.Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition orresults of operations. If we are unable to assert that our internal control over financial reporting is effective or our independent registered public accountingfirm is unable to express an opinion on the effectiveness of our internal controls when it is required to issue such opinion, we could lose investor confidencein the accuracy and completeness of our financial reports, the market price of our ordinary shares could decline, and we could be subject to sanctions orinvestigations by NASDAQ, the SEC or other regulatory authorities.A change in our tax residence could have a negative effect on our future profitability.Although we are organized under the laws of Jersey, our affairs are, and are intended to continue to be, managed and controlled in the United Kingdomfor tax purposes and therefore we are resident in the United Kingdom for U.K. and Jersey tax purposes. It is possible that in the future, whether as a result of achange in law or the practice of any relevant tax authority or as a result of any change in the conduct of our affairs or for any other reason, we could become,or be regarded as having become, a resident in a jurisdiction other than the United Kingdom. If we cease to be a U.K. tax resident, we may be subject to acharge to U.K. corporation tax on chargeable gains on our assets and to unexpected tax charges in other jurisdictions on our income. Similarly, if the taxresidency of any of our subsidiaries were to change from their current jurisdiction for any of the reasons listed above, we may be subject to a charge to localcapital gains tax on the assets.Taxing authorities could reallocate our taxable income among our subsidiaries, which could increase our consolidated tax liability.We conduct operations world-wide through subsidiaries in various tax jurisdictions pursuant to transfer pricing arrangements between our companyand its subsidiaries. If two or more affiliated companies are located in different countries, the tax laws or regulations of each country generally will requirethat transfer prices be the same as those between unrelated companies dealing at arm’s length and that appropriate documentation is maintained to supportthe transfer pricing. While we believe that we operate in compliance with applicable transfer pricing laws and intend to continue to do so, our transfer pricingprocedures are not binding on applicable tax authorities. If tax authorities in any of these countries were to successfully challenge our transfer prices as notreflecting arms’ length transactions, they could require us to adjust our transfer prices and thereby reallocate our income to reflect these revised transferprices, which could result in a higher tax liability to us. In addition, if the country from which the income is reallocated does not agree with the reallocation,both countries could tax the same income, resulting in double taxation. If tax authorities were to allocate income to a higher tax jurisdiction, subject ourincome to double taxation or assess interest and penalties, it would increase our consolidated tax liability, which could adversely affect our financialcondition, results of operations and cash flows. Double taxation should be mitigated in these circumstances where the affiliated parties that are subject to thetransfer pricing adjustments are able to benefit from any applicable double taxation agreement.23 Our ability to use our net operating loss carry forwards may be subject to limitation.As of March 31, 2017, we had approximately $23.7 million, $28.0 million, $18.9 million, and $11.9 million in U.K., U.S. federal, U.S. state, andAustralia net operating losses, respectively. As of March 31, 2017, we also had a $0.3 million U.K. income tax credit carryforward and a $0.1 million USincome tax credit carryforward. Each jurisdiction in which we operate may have its own limitations on our ability to utilize net operating losses or tax creditcarryovers generated in that jurisdiction that may increase our U.K. and/or foreign income tax liability.U.S. holders of our ordinary shares could be subject to material adverse tax consequences if we are considered a Passive Foreign Investment Company, orPFIC, for U.S. federal income tax purposes.We do not believe that we were a PFIC for U.S. federal income tax purposes during the tax year ending March 31, 2017 and do not expect to be a PFICfor U.S. federal income tax purposes in the tax year. We also do not expect to become a PFIC in the foreseeable future, but the possible status as a PFIC mustbe determined annually and therefore may be subject to change. If we are at any time treated as a PFIC, such treatment could result in a reduction in the after-tax return to U.S. holders of our ordinary shares and may cause a reduction in the value of such shares. Furthermore, if we are at any time treated as a PFIC,U.S. holders of our ordinary shares could be subject to greater U.S. income tax liability than might otherwise apply, imposition of U.S. income tax in advanceof when tax would otherwise apply and detailed tax filing requirements that would not otherwise apply. For U.S. federal income tax purposes, “U.S. holders”include individuals and various entities. A corporation is classified as a PFIC for any taxable year in which (i) at least 75% of its gross income is passiveincome or (ii) at least 50% of the average quarterly value of all its total gross assets is attributable to assets that produce or are held for the production ofpassive income. For this purpose, passive income includes certain dividends, interest, royalties and rents that are not derived in the active conduct of a tradeor business. The PFIC rules are complex and a U.S. holder of our ordinary shares is urged to consult its own tax advisors regarding the possible application ofthe PFIC rules to it in its particular circumstances. For information on the U.S. federal tax implications on U.S. holders, see “Item 10.—Additional Information—E. Taxation.”U.S. shareholders may not be able to enforce civil liabilities against us.A number of our directors and executive officers are not residents of the U.S., and all or a substantial portion of the assets of such persons are locatedoutside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforceagainst them judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States.There is also a doubt as to the enforceability in England and Wales and Jersey, whether by original actions or by seeking to enforce judgments of U.S.courts, of claims based on the federal securities laws of the U.S. In addition, punitive damages in actions brought in the U.S. or elsewhere may beunenforceable in England and Wales and Jersey.The rights afforded to shareholders are governed by Jersey law. Not all rights available to shareholders under English law or U.S. law will be available toshareholders.The rights afforded to shareholders will be governed by Jersey law and by our Articles of Association, and these rights differ in certain respects fromthe rights of shareholders in typical English companies and U.S. corporations. In particular, Jersey law significantly limits the circumstances under whichshareholders of companies may bring derivative actions and, in most cases, only the corporation may be the proper claimant or plaintiff for the purposes ofmaintaining proceedings in respect of any wrongful act committed against it. Neither an individual nor any group of shareholders has any right of action insuch circumstances. In addition, Jersey law does not afford appraisal rights to dissenting shareholders in the form typically available to shareholders of a U.S.corporation. 24 ITEM 4. INFORMATION ABOUT THE COMPANYA. History and Development of the CompanyMimecast Limited was incorporated under the laws of the Bailiwick of Jersey with company number 119119 on July 28, 2015 as a public companylimited by shares. On November 4, 2015, Mimecast Limited became the holding company of Mimecast UK, a private limited company incorporated in 2003under the laws of England and Wales, and its subsidiaries by way of a share-for-share exchange in which the shareholders of Mimecast UK exchanged theirshares in Mimecast UK for an identical number of shares of the same class in Mimecast Limited. Following the exchange, the historical consolidated financialstatements of Mimecast UK became the historical consolidated financial statements of Mimecast Limited, of which the consolidated financial statements asof and for the three years ended March 31, 2017 are included in this Annual Report on Form 20-F. On November 19, 2015, we completed our initial publicoffering, or IPO, in which we issued and sold 7,750,000 ordinary shares at a public offering price of $10.00 per share. Our ordinary shares are traded on theNASDAQ Global Select Market under the symbol “MIME”.B. Business OverviewWe are a leading global provider of next-generation cloud security and risk management services for corporate information and email. Our fully-integrated suite of proprietary cloud services protects customers of all sizes from the significant business and data security risks to which their email systemexposes them. We protect customers from today’s rapidly changing threat landscape where email has become a powerful attack vector and data leak concern.We also mitigate the significant business disruption that email failure or downtime causes. In addition, our archiving services secure, store and managecritical corporate communications and information to address growing compliance and e-discovery requirements and enable customers to use this increasingarchive of information to improve employee productivity.Email is a critical tool for organizations of all sizes. Protecting and managing email has become more complicated due to expanding security andcompliance requirements and the rapid increase in both the volume and the importance of the information transmitted via email. Organizations areincreasingly at risk from security breaches of sensitive data as sophisticated email-based attacks or data leaks have become more common. Additionally,organizations are not just using email for communication, they are also increasing their use of email archives as an active repository of vital corporateinformation needed to meet compliance requirements and support employee productivity. As a result, email represents one of the highest concentrations ofbusiness risk that organizations may face.Traditional approaches to addressing these risks leave customers managing disparate point products from multiple vendors that are often hard to use,costly to manage, difficult to scale, can fail to fully address today’s increasing and rapidly changing threats, and limit the use of corporate information toenhance productivity. These approaches also suffer from inefficient over-provisioning because of the need to resource for occasional peak demand. Theresulting infrastructure complexity caused by disparate products and legacy architectures also makes it difficult to move more IT workloads to the cloud,which continues to be an increasing priority of organizations of all sizes.We developed our proprietary cloud architecture to offer customers comprehensive email security, continuity and archiving capabilities deliveredfrom a single platform that makes it easier for them to protect themselves effectively in a worsening and rapidly changing security and risk environment.Providing a fully-integrated service also simplifies ongoing management and service deployment. Customers can then decommission the often costly andcomplex point products and on-premises technology they have traditionally used to address these risks. We also make it easier for customers to move more oftheir IT workloads to the cloud.We serve approximately 26,400 customers and protect millions of their employees across the world. Our service scales effectively to meet the needs ofcustomers of all sizes and we have optimized our sales organization and channel to address each segment effectively. We have more than 900 employees innine offices in the United States, the United Kingdom, South Africa and Australia. For the fiscal years ended March 31, 2017, 2016 and 2015, our revenuewas $186.6 million, $141.8 million and $116.1 million, respectively, representing year-over-year growth of 32% for 2017 and 22% for 2016. Revenuegrowth on a constant currency basis was 39% and 30% for the fiscal years ended March 31, 2017 and 2016, respectively. Our net loss was $5.4 million and$3.2 million in the fiscal years ended March 31, 2017 and 2016, respectively.Industry BackgroundEmail is a critical tool for organizations of all sizes. Email also captures a comprehensive history of corporate activity, knowledge and data vital forday-to-day business operations and employee productivity. Consequently, email needs protection and the technology needed to do this has extended wellbeyond the mailbox itself to include additional security, continuity and archiving services, all of which have typically been offered by separate vendors withdifferent approaches.25 Email is Critical to all OrganizationsEmail continues to be the primary way organizations exchange information and communicate externally and internally. According to a 2015 report byThe Radicati Group, Inc., employees spend 2.38 hours of their work day on email. They also predict that the number of business emails sent each dayworldwide will grow from 112.5 billion in 2015 to 128.8 billion in 2019, and the number of business email users will grow from 922 million to over 1 billionin the same period. Every customer segment and region will experience growth.In addition, many other critical IT systems depend on email to operate effectively. For example, sales, customer relationship management, humanresources, finance and marketing systems typically rely on email for workflow management, important notifications and other functions, making emailcontinuity and disaster recovery technologies particularly vital to the overall operations of an organization.The Amount of Critical and Sensitive Data in Email Archives is Growing RapidlyAccording to the 2015 Radicati Group report, the average email storage per business user will grow by 65% between 2016 and 2020. The value of thisarchive of sensitive corporate data contained in email grows with every email or file exchanged. Traditionally, protecting and storing this archive has been apriority for compliance or risk officers, but the email archive is increasingly being used by employees as their primary repository to save and access importantinformation. A December 2016 report by Gartner1 estimates that “by 2021, over 35% of email archiving for regulatory compliance and retention managementwill be done through the native email platform, up from 10% today.” Actively managing these dramatically expanding email archives with traditional on-premises storage technology is costly, so organizations areturning to cloud-based services to meet their archiving needs. A December 2016 report by Gartner1 states that “archiving as a service (a.k.a. SaaS) formessaging content has rapidly surpassed on-premises archiving as the preferred deployment model for most organizations. Gartner sees over 70%of new or replacement email archiving implementations as being cloud-based. Aging on-premises archiving platforms are being replaced by more modernsolutions, and migration from one archive to another, although difficult, has become commonplace.” According to Forrester Research, Inc., e-discovery is firmly on the technology manager’s radar. E-Discovery continues to rise as a high or criticalpriority for enterprise architects and technology decision-makers. Forty-Eight percent of surveyed North American and European security technologydecision-makers cited e-discovery as “critical” or “high-priority”.Email is a Primary Security Target for Advanced CyberattacksIn recent years, there has been an increase in the number of high profile security breaches, data leaks, extortion and fraud attacks using email. Wellorganized and funded, including state-backed, hackers and cybercriminals are targeting organizations to disrupt their operations, steal money and sensitivecorporate data, and gain access to valuable intellectual property. Email is often the primary target for these external attacks as well as the source of damagingdata leaks from insiders, whether accidental or malicious.Spear-phishing and other social engineering attacks using email have become a widespread and effective attack technique against organizations of allsizes. These attacks are designed to trick the recipient into sharing sensitive data or wiring funds as well as opening a malicious link or attachment leading toa malware infection. Many of the highest profile data breaches have been the result of phishing attacks, including the Anthem Healthcare breach in 2016, theSony Entertainment attack in 2014 and the Home Depot breach in 2014. More recently, business email compromise attacks (also known as CEO fraud orwhaling) are becoming common. According to the Federal Bureau of Investigation, there were $2.3 billion in losses from these types of attacks reported fromOctober 2013 to February 2016. These attacks are not limited to large enterprises.In addition to advanced and targeted threats, spam and other email-based cyber scams remain a significant problem for organizations, especially as thevolume of emails continues to increase.As a result of the widespread impact of phishing attacks, the disruption of spam and the magnitude of recent data breaches, organizations are elevatingthe priority of IT security projects.Data Protection, Cybersecurity and Data Privacy are Key Compliance and Regulatory Concerns for all OrganizationsGovernments, regulators and industry groups globally continue to enact or amend legislation and standards regarding data protection, cybersecurityand data privacy. Examples of such laws in the United States include HIPAA, Graham-Leach-Bliley, and the Sarbanes-Oxley Act. Countries in Europe haveeach adopted their own laws under the Data Protection Directive adopted in 1995,26 which will be superseded in May 2018 by GDPR These laws place growing obligations on organizations of all sizes, particularly those in regulatedindustries, to store, protect, process, share and transmit data safely, or risk significant sanctions as well as the threat of civil litigation. In addition, emailcommunications, and the data they contain, may need to be produced as evidence in litigation or may be necessary to address legal, regulatory or internalqueries that may arise in the future. This makes secure email archiving and the ability to access and search data an increasingly critical requirement.Restrictions IT Teams Put on Email Create New Security RisksAs employees seek to become more productive, exchange files and collaborate, email usage and archive sizes continue to grow, placing greaterdemands on email resources. Meanwhile, IT teams are under pressure to reduce storage costs and improve infrastructure performance, and this often leadsthem to take steps to limit unfettered usage of email. This can include blocking large file sending to avoid choking network traffic and putting a file sizelimit on inboxes to reduce storage infrastructure, which makes it difficult for employees to use the email archive as their primary communication and filestore. The frustration this creates can cause employees to seek solutions outside the secure corporate network, such as Dropbox and other web-based filesharing sites, increasing the risk of data leakage and making it difficult for the compliance department to monitor data traffic within and outside theorganization.Email Downtime is Disruptive to Employee ProductivityGiven the critical nature of email for business communication and the importance of the information archive, email outages have become increasinglydisruptive and costly because of the resulting impact on employee productivity. Employees are accustomed to being “always on” and accessing their emailand data from mobile phones, tablets and other handheld devices, in addition to desktop devices. According to a report by Osterman Research, Inc., emailsystems experience a 53-minute mean of unplanned downtime each month, or 10.6 hours each year. Osterman estimates that employees become 25% lessproductive when their email system is down. This impact is not only felt in an outage, since organizations also must plan for regular maintenance andschedule downtime usually after hours with resulting higher labor costs.IT Workloads, Including Business Productivity Tools, are Moving to the CloudOrganizations of all sizes are adopting cloud-based technologies to reduce the cost and complexity of their IT infrastructure and increase performanceand flexibility. A recent March 2017 Gartner report2 states that “through 2018, about 80% of organizations will increase their IT spending on cloud servicesdespite moderate increases in overall IT spending.”This trend is a continuation of the disruptive shift that is seen elsewhere in the application market as a number of high growth SaaS vendors continueto attract critical IT workloads from on-premises technologies to the cloud. Leading cloud infrastructure vendors such as Amazon Web Services® andMicrosoft Azure® are also seeing significant growth as organizations of all sizes adopt their offerings.As organizations consider which workloads to move to the cloud, IT teams are looking beyond moving infrastructure and looking to shift traditionalproductivity tools to Microsoft Office 365® or G-Suite from Google®. “Gartner estimates that in the third quarter of 2016, 20% to 25% of business users wereprovisioned (in whole or in part) with office system capabilities from the cloud, including the hybrid deployments…” The November 2016 report3 states they“expect this percentage to double by 2018 and grow to at least 70% by 2021.”Business Email Mailboxes are Moving to the Cloud, but this Creates New Risks to MitigateWhile business email continues to grow, the number of on-premises mailboxes will decline as organizations put them into the cloud. Organizationsthat move their primary email service to Microsoft Office 365® or Google face significant risks from their single vendor exposure as they depend on onecompany for a reliable service, comprehensive threat protection and guaranteed data integrity.These risks will only increase as services like Microsoft Office 365® become more popular over time. With more organizations relying on the samehosting infrastructure, any outage or downtime can cause severe industry-wide disruption. Also attacking Microsoft Office 365® or Google is increasinglyattractive for cyber criminals because they know they only have to find a way to attack the single security stack used by these hosting providers to accessmultiple targets. This attack scenario is more efficient than targeting organizations one at a time.As a result, we believe that most organizations prefer to have third-party security, continuity and archiving providers in place to reduce their riskposture and provide additional layers of redundancy and enhanced service quality. As organizations adopt cloud infrastructure services, they increasespending on securing these workloads with cloud-based security products.27 Traditional Email Security, Continuity and Archiving Alternatives can be Inadequate and may not Address Increasing Customer Requirements andProtect against Next Generation Security ThreatsAs the threat landscape becomes more dynamic and complex, and customers want to put more critical IT workloads into the cloud, we believe thepoint products and traditional architectures that address email security, continuity and archiving will not be able to adequately address increasing customerrequirements.Point Products are Inflexible and only Address Part of the ProblemTo address their security, continuity and archiving needs, many organizations have deployed a complex array of disparate or point products on-premises, or cloud-based versions hosted by the vendor.These technologies are typically from multiple vendors, sometimes developed in-house or use features that shipped with the mail server and onlyaddress narrow uses and problems. They can be difficult to integrate, inflexible, unreliable, complex and expensive to manage, particularly as email and datavolumes grow. The growing complexity associated with broader IT risks and the escalation of security threats requires a solution that is integrated and agile,and increasingly cloud-based as organizations move more IT workloads there. As a result, organizations who rely on traditional point products will struggleto adapt their infrastructure cost-effectively for today’s email requirements.Traditional On-Premises or Hosted Architectures have Performance Limitations and are ExpensiveExisting technologies, whether on-premises or hosted, are typically built on a single-tenant architecture, which requires extra provisioning to plan foroccasional peak volumes and unplanned circumstances for each customer. This approach is inefficient and expensive as it requires a higher minimuminvestment for each implementation than a native cloud approach that utilizes pooled provisioning across multiple tenants. Hosted “cloud” versions of anon-premises approach rely on the same single-tenant IT architecture as the on-premises version that limits scalability, is inflexible, hard to update rapidly andmore expensive to deploy and manage.Large enterprises that have invested heavily in traditional on-premises technology to address their mounting email risks are increasingly findingthemselves exposed as these systems are not adequate or agile enough to adapt to the evolving threat landscape. Smaller and mid-market organizations arealso at risk and often more vulnerable as they lack the same level of IT resources or budgets to counter these threats with many having purchased limitedsecurity technology. In addition, many small businesses have poor cybersecurity, lacking things like anti-phishing email measures, a chief cybersecurityofficer, data encryption, or off-site backups of their websites.Organizations Need a New Approach to Email Security and ManagementThe limitations of traditional security and archiving technologies mean customers need to rethink their approach to protecting email and corporateinformation. Customers want to mitigate the risks they face from email, reduce the overall cost and complexity, and move more of their workloads to thecloud.According to the new Worldwide Semiannual Public Cloud Services Spending Guide from International Data Corporation, or IDC, worldwidespending on public cloud services will grow at a 19.4% compound annual growth rate -- almost six times the rate of overall IT spending growth – from nearly$70 billion in 2015 to more than $141 billion in 2019. The new spending guide expands on IDC's previous public cloud services forecasts by offering greaterdetail on industry and geographic spending levels.SaaS, will remain the dominant cloud computing type, capturing more than two thirds of all public cloud spending through most of the forecastperiod.We believe organizations are ultimately looking to implement a multi-layered cyber security and resilience strategy that delivers protection of users,data and operations from the risks arising from technological failure, human error and malicious intent. The risks also increase with organizations migratingto Microsoft Office 365®, as it is a complex email solution that is a high value and high profile target. Organizations also need robust continuity options tosolve for unpredictable events that cause an outage to email and result in disruption to business. A multi-layered cyber security and resilience approach isneeded in order to address the diverse threats and diverse data classifications within a single data environment.28 Meeting this growing customer demand requires an email and data security cloud service that meets the following requirements: •Integrated Offering. By bringing multiple requirements into one unified service, the next-generation email service would help the organizationreduce the complexity and cost of managing point technologies from disparate vendors and bring additional benefits from new capabilitiesmade possible due to unification. •Strong Technology. As organizations substitute specialized products provided by different vendors with a unified email service, it isimperative that the individual products are as good, or better, than those being replaced. Organizations are not willing to compromise onperformance or security at a product level. •Native Cloud. As organizations shift workloads to the cloud, and move away from retaining on-premises or single tenant hosted cloudinfrastructure, today’s email security and information management technology must be natively cloud-based eliminating the need for localsoftware and hardware, virtual machines and device hosting. •Built for Scale. As email traffic and data storage continues to increase dramatically, the risk of threats escalates and the need for real-time, on-demand email access becomes more prominent, organizations cannot compromise on email performance and availability. The ideal solutionmust be easily scalable to match customer demand and be able to handle large volumes. •Easy to Deploy and Manage. A cloud platform should simplify the process of service updates, new product deployments and on-boarding.System improvements should also be handled centrally, reducing this burden for the customers’ own IT team. A unified service also means itshould be managed from a single administration console. •Adaptable to Customer Needs. With the rapidly shifting threat landscape and other IT requirements, customer email needs are continuouslyevolving, and it is important that email and information management solutions adapt quickly to help organizations keep pace with changingrisks and enhance productivity. •Lower Total Cost of Ownership. The new approach for corporate email security, continuity and archiving should solve the current problems ofintegration, performance and scalability while simplifying the IT email infrastructure, reducing the initial capital outlay, recurring maintenancecosts and the growing storage costs that many companies face as their volumes scale. Sources:1Gartner, Magic Quadrant for Enterprise Information Archiving, Author: Alan Dayley et al. Published 05 December 20162Gartner: Forecast Overview: Public Cloud Services, Worldwide, 2017 Update Author: David Edward Ackerman et al. Published 31 March 20173Gartner: Current State of Cloud Office and What to Do About It Author: Jeffrey Mann, Published 15 November 2016. 29 Our Market OpportunityThe U.S. Census Bureau estimates there are approximately 5.8 million organizations employing 121.1 million employees in the United States. Amongthem, there are over 610,000 small and mid-size organizations, which are defined as those organizations employing 20 to 4,999 employees that together haveapproximately 59 million employees. Based on recent Gartner reports, combined spending in markets catering to enterprise information and email security,continuity and archiving, which include secure email gateway, backup and recovery software, e-discovery software and data loss prevention, was $9.4 billionin 2014 and will grow to $11.5 billion in 2017. We believe there is a considerable need for a comprehensive integrated cloud solution that can address theneeds of customers in these markets. Chart created by Mimecast based on Gartner research.Sources: 1. (Secure Email Gateway, Data Loss Prevention) *Forecast: Information Security, Worldwide, 2014-2021, 1Q17 Update Published: 18 May 2017 2. (Backup & Recovery Software) Forecast: Enterprise Software Markets, Worldwide, 2014-2021, 1Q17 Update - 20 March 2017* 3. Gartner, The State of E-Discovery in 2015 and Beyond - February 2015, Gartner Foundational May 13, 2016*All figures based on constant dollars in the above referenced reports.We believe our immediate opportunity is to replace incumbent email security, continuity and archiving vendors. As we extend our products intoadjacent areas, we anticipate this will open up additional opportunities beyond this to take further market share in a wider range of enterprise security anddata management markets. We also expect to benefit from the growing popularity of cloud email services, specifically Microsoft Office 365® and Google,and the customer need for complementary security, archiving, back-up and continuity services.The Gartner reports described herein (the “Gartner Reports”) represent research opinion or viewpoints published, as part of a syndicated subscriptionservice, by Gartner Inc., and are not representations of fact. Each Gartner report speaks as of its original publication date (and not as of the date of this AnnualReport on Form 20-F) and the opinions expressed in the Gartner reports are subject to change without notice.30 Our SolutionOur fully-integrated suite of cloud services for security, continuity and archiving is designed to protect email and deliver comprehensive email riskmanagement beyond the primary mail server. We protect customers from the growing threat from email and to the corporate data it contains from malware,spam, data leaks and advanced threats like spear-phishing. We also help organizations securely and cost effectively archive their growing email and filerepositories to support employee productivity, compliance and e-discovery. Our continuity services ensure email and corporate information remain availablein the event of a primary system failure or scheduled maintenance downtime.Our customers benefit from: •Comprehensive Email and Data Risk Management in a Single, Unified Cloud Service. Our services integrate a range of technologies into acomprehensive service that would otherwise require an array of individual devices or services from multiple vendors. We enable customers todecommission these technologies, reduce the cost and complexity of their infrastructure, redeploy IT resources, and improve the security andrisk management of their corporate email environment. •Best-of-Breed Security, Continuity and Archiving Services. We believe our customers should not have to compromise on the quality of theiremail security, continuity or archiving services in order to benefit from integration. Our strategy is to develop best-of-breed capabilities withinour integrated service to compete successfully with industry-leading point products in three critical areas: •Email and Data Security: We protect customers from a comprehensive range of email and data related threats that include, but are notlimited to, spam, viruses, phishing and spear phishing, identity theft, advanced persistent threats, malicious attachments, known andunknown malware, outbound spam outbreaks and malicious inbound URLs, extortion and fraud. We combine our proprietary cloud-based scanning, detection and real-time intelligence gathering technologies with third-party threat data and malware libraries to delivercomprehensive and overlapping protection reflective of a best-of-breed security service. •Email Service Continuity: Our continuity service enables customers to send, receive and view emails and calendars during emailgateway failures or planned maintenance downtime, without the need to build or host their own replicated email environment. Ourservice has immediate fail-over and fail-back capabilities, and is fully-integrated into Microsoft Outlook®. Employees can continue toaccess their email and data using their preferred mobile, tablet or desktop device, or via our web-based portal, so there is limitedinterruption to how they normally operate. •Data Archiving: We enable organizations to archive rapidly growing volumes of email and associated data safely and centrally in thecloud to support their need to archive data cost effectively to meet long term storage, compliance, governance, risk mitigation andregulatory obligations. We also provide powerful search tools that can increase employee productivity, and enable them to utilize theirarchive as a live file store. Key features of our service include, unlimited and perpetual legal hold, discovery and early legal caseassessment, onsite and cloud-linked retention management, administrator and employee-led retention controls, onsite and metadatasynchronization and record destruction policies and services. •Web Scale Performance for Organizations of All Sizes. Our cloud service is built to address the most demanding scale, performance andavailability requirements of large enterprises but delivers this as a subscription-based cloud service that puts these capabilities within the reachof small and mid-market organizations too. Our data centers process approximately 307 million emails per day, and store over 190 billionemails and approximately 28 petabytes of customer data. We achieve demanding continuity service commitments with data centers that arereplicated in each geography and operate in active-active mode enabling fast failover and fail-back as required. •Compelling Return on Investment. Our unified, cloud-based service enables our customers to decommission a range of legacy and disparatetechnologies that support their email server and recover this cost. We utilize hardware efficiently, and share a single instance of the operatingsoftware as well as storage and processing hardware securely across the whole customer base within each data center, allowing us to delivercloud-scale economic and performance benefits to our customers. Customers also benefit from the continuous improvement of our servicewithout the need to pay for service packs or updates. Our service bundles and subscription-based pricing also enable customers to pay peremployee and select their desired services making costs easy to predict and affordable. •Easy to Deploy and Manage. Our service is designed to be easier to deploy than alternative technologies. Customers simply route their emailtraffic through our cloud and can be up and running in a matter of days and sometimes less. We then enable our customers to add or delete newservices and employees, and manage all security and other policies centrally via a single web-based administration console that significantlysimplifies the ongoing management of their email and data environment.31 •Highly Agile and Adaptable Service. We are continually improving our cloud architecture and services. Our common code base and multi-tenant cloud architecture enables us to perform maintenance updates and add new features or products by updating our core code base once.Continuous service development and multi-tenant rapid deployment also allows us to keep pace with emerging threats to protect and respondquickly to changing customer needs. •An Easier Move of Additional Critical Workloads to the Cloud. For those customers that want to put more workloads into the cloud, ourtechnology facilitates the migration of email in particular by removing the complexity that has stalled many customers to date. Ourinteroperability with cloud-based email servers, such as Microsoft Office 365®, makes this easier to achieve and helps to mitigate remainingconcerns about the single-vendor security, data integrity and continuity risk of such a move. Our data ingestion services also allow customersto bring legacy data into their new cloud archive to ensure it is a complete record of current and historic data.Our Growth StrategyWe will continue to invest in cloud security and risk management services. As more organizations move IT workloads such as email to the cloud, webelieve we are well positioned to continue capitalizing on this growing opportunity globally.Our growth strategy is focused on the following: •Grow Revenue From Our Existing Customer Base. We serve approximately 26,400 customers of all sizes. We provide a high level of servicethat results in our customers staying with us year over year. This large and loyal customer base provides us with the opportunity to selladditional services and add more employees to their subscriptions. As a result, we have achieved a revenue retention rate of 111% and 109%for the fiscal years ended March 31, 2017 and 2016, respectively. As of March 31, 2017, 24% of our customers subscribed to one of ourservices, 25% of our customers subscribed to two of our services, 22% of our customers subscribed to three of our services, and 29% of ourcustomers subscribed to four or more of our services. As of March 31, 2017, approximately 25,800 of our customers subscribed to our EmailSecurity service, approximately 16,600 subscribed to our Mailbox Continuity service, and approximately 11,400 subscribed to our EnterpriseInformation Archiving service. As a result, we believe we have significant upsell potential in our existing customer base with current and newservices. We intend to continue proactively broadening our reach within our existing customer base by selling additional services. •Acquire New Customers. We have built our global cloud architecture to offer best-of-breed capabilities and to be highly scalable andaffordable for organizations of any size, ranging from small and mid-market customers to the largest global enterprises. Moreover, we offer oursecurity, continuity and archiving email services as bundles and in a modular fashion, enabling us to win new customers by addressing avariety of initial needs and use cases that we expand over time as we cross sell other offerings. We will continue to invest in a direct sales forcecombined with a focused channel strategy designed to serve the various requirements of small, mid-market and large enterprises and to bringnew customers onto our cloud architecture. •Actively Invest in Our Channel Partner Network. The majority of our sales are through a reseller channel designed specifically to meet therequirements of each of our target customer segments. In the large enterprise market, we are building on existing relationships with leadingsystems integrators such as CDW Corporation and Dimension Data. In small and mid-market organizations, we are extending our network ofleading IT resellers like Softcat PLC, SHI International Corp., CDW and Softchoice Corporation. We expect to expand our channel strategyover time to incorporate additional security or cloud specialists, as well as resellers focusing on supporting customers with the transition toMicrosoft Office 365®. We intend to further invest in our network of channel partners to further extend our global sales, service and supportcapabilities. •Develop Our Technology and Release New Services. We regularly update and improve our software and architecture and seamlessly deploythese updates to our customers. In the fiscal year ended March 31, 2016, we launched Impersonation Protect, the first service of its kind toprotect against the growing threat from business email compromise (also known as CEO fraud or whaling) attacks. In the fiscal year endedMarch 31, 2017, we launched Internal Email Protect, which allows customers to monitor, detect and remediate security threats that originatefrom their internal email systems. We will continue to build on our current capabilities and exploit additional opportunities in adjacent areas tothose we serve today. This will extend the value our customers can gain from our architecture and enable them to consolidate additional emailand data services to our integrated cloud service working seamlessly with Microsoft Exchange®, Microsoft Office 365® and G-Suite fromGoogle®.32 •Continue to Expand Our Geographic Presence. We were founded outside the United States and, consequently, 51% and 57% of our sales infiscal years 2017 and 2016, respectively, were derived from non-U.S. locations. Revenue from the United States grew at 49% from the fiscalyear ended March 31, 2016 to the fiscal year ended March 31, 2017, and 40% from the fiscal year ended March 31, 2015 to the fiscal yearended March 31, 2016. We view this as our most significant growth market. Since founding our U.S. business in 2008, we have established asuccessful direct sales, channel and service infrastructure to exploit this opportunity. We plan to investigate additional international expansionfrom our regional bases in the United States (for North America), the United Kingdom (for Europe), South Africa (for Africa and the MiddleEast) and Australia (for Asia-Pacific). •Target Organizations Moving Workloads to the Cloud. Given the compelling cost benefits and improved agility of cloud-based solutions,organizations are increasingly moving critical workloads to the cloud. As these IT workloads move to the cloud, we believe we are well-positioned to take advantage of growth opportunities that exist from augmenting services, including Microsoft Office 365® and G-Suite fromGoogle®.Our TechnologyWe have developed a native cloud architecture, including our own proprietary SaaS operating system, Mime | OS™, and customer-facing services, toaddress the specific risks and functional limitations of business email and data. Our innovative cloud-based approach requires no on-premises or hostedappliances. We believe we are one of only a few cloud architects that have fully committed to native cloud development.We have a proven record of performing successfully at considerable scale and addressing rapidly growing customer demands. We processapproximately 307 million emails per day with over 190 billion under management. We archive approximately 28 petabytes of customer data and add morethan 480 terabytes of customer data per month and customer employee queries of their Mimecast email archive have grown from approximately 1,000,000 toover 1,800,000 per week in just one year.We are able to provision customer email and onboard massive amounts of email data from legacy archives rapidly and efficiently. This drivescustomer adoption and makes the cloud transition easier than our customers typically expect. Once a customer is live on our service, adding new products totheir subscription only requires activation from within their single administration console. This can be done with as little as one click and the new service isavailable across their business.Our Proprietary Native Cloud Architecture— Mime | OS™We developed a proprietary operating system called Mime | OS™ for native cloud services. Mime | OS™ enables secure multi-tenancy and takesadvantage of the cost and performance benefits of using industry-standard hardware and resource sharing specifically for the secure management of email anddata. This enables us to provision efficiently and securely across our customer base, minimizing the impact of spare or over-provisioned processing andstorage capacity, reducing the cost of providing our services.Mime | OS™ utilizes a common code base to control the hardware, and the storage, indexing, processing, services, administrator and user interfacelayers of our cloud environment. It has been specifically designed to enable us to scale our storage, processing and services to meet large enterprise-levelemail and data demands, while retaining the cost and performance benefits of a native cloud environment.Mime | OS™ also streamlines our customer application development and enables strong integration across our services. All of our customerapplications or services, use Mime | OS™ to interact with our data stores and processing technology, as well as interoperate effectively with each other.33 As set forth below, Mime | OS™ is our proprietary operating system that controls the interface, services, processing, indexing and storage layers ofMimecast’s cloud architecture.The Mimecast Cloud Architecture Continuous Development Methodology and Multi-Tenancy AdvantageAs we enhance and expand our technology, we can update services centrally with little or no intervention required by the customer as everyone sharesthe same core operating and application software. Improvements, upgrades, new products or patches are applied once and are available immediately acrossour whole service to customers. It means we have only one up-to-date version of our service to maintain and support as well as a common data store for allcustomers that simplifies management, support and product development.Our services already process and manage large volumes of customer data and this is growing daily. Our commitment to continual improvement inMime | OS™, our customer applications and hardware infrastructure mean we are constantly strengthening the performance of our service as we scale. Theseimprovements include faster archive search times and data ingestion, greater storage density, improved processing and extended security coverage. Eachweek, we roll out updates and enhancements centrally that benefit our customers without the need for additional infrastructure investment on their part.Additionally, when new threats emerge, we act once by making changes to our service and all customers benefit immediately. We can also identify and act onthreats to one customer and quickly prevent them from impacting others by changing our core system.How Our Services WorkMimecast Advanced SecurityWe protect inbound and outbound email from malware, spam, advanced persistent threats, email DoS and DDoS, data leaks and other security threats.Inbound email is directed through Mimecast Email Security, which performs comprehensive security checks before the email is delivered to thecustomer’s infrastructure, e.g. Microsoft Exchange®, Microsoft Office 365® or Google. This prevents unwanted email from even reaching the customer in thefirst place and cluttering their infrastructure unlike on-premises services from competitors. Each day, we monitor approximately 700 million messagesdelivering, on average, less than 50% to the customer.34 Outbound email sent from the customer also passes through our service and is checked before being sent on to prevent it from presenting a securitythreat to the recipient. Outbound email can also be encrypted, and scanned by our comprehensive content controls to prevent confidential documents or dataleaving the business. Data leak prevention is a key consideration for all organizations.Mimecast Business ContinuityEmail is a 24x7 tool and, traditionally, customers who want to ensure their email does not experience downtime as a result of an inevitable outage ormaintenance have had to replicate their own infrastructure in a second location, doubling their email-related costs. The cost and management burden ofdoing this is prohibitive for many, particularly small or mid-market organizations.We are a cost effective alternative as there is no need for additional infrastructure. As all customer outbound and inbound email is coming through usanyway, when the customer’s primary email service fails, our Mimecast Mailbox Continuity service takes over the delivery and sending of email in real timeor at the request of the administrator, offering immediate fail-over and fail-back. When the primary service is re-established, the customer is reassured thatthere has been no loss of data and that the archive is maintained. For employees the process is virtually invisible—they continue to work as before in theirMicrosoft Outlook® desktop email client, their Mimecast mobile app or their Mac® Desktop App.Mimecast Enterprise Information ArchivingEmail, and the data it contains, needs to be safely archived to meet growing compliance, regulatory and legal obligations. Also, employees areincreasingly using their email archive as their primary information store so this is further reason to ensure it is protected and archived effectively.As email, file attachments, and associated critical metadata that identifies activity is sent or received, it can be saved in a secure, tamper-proof archivein the single Mimecast cloud automatically and indefinitely. Our employee mobile and desktop search tools, and administration console, then allow fordetailed investigation of the archive. We also enable customers with legacy archive data to put this into their single Mimecast archive, which improvesadherence to data compliance obligations and gives employees access to a complete historical view of their archive.Our Mimecast Enterprise Information Archiving service offers secure lifetime storage of email, files and instant messaging conversations paid for on aper-employee not data usage basis. Expensive and ineffective onsite archives can be decommissioned, reducing the data load on the primary email servicetoo. Our search tools make it easy for legal staff and employees themselves to quickly find data without the need to turn to the IT team. Finally, our archivecan also include legacy data that would otherwise be held in additional storage. This can be ingested over-the-wire or via physical drives sent encrypted fromthe customer to us.Our Global Data Center NetworkWe have built a network of ten data centers in five locations around the world to deliver our services. This gives customers geographic andjurisdictional control over data location, which enables them to address data privacy concerns. Each region operates two identical data centers that functionin active-active mode in different locations, and have N+1 set-ups to meet our continuity of service commitments. Because of this redundancy, we are able toswitch operations from one data center to another to maintain our customers’ email and data services. We have developed a modular approach toprovisioning a new data center and can transition among data centers as needed in existing or new geographies. 35 Our ten co-located data centers are replicated and operate in active-active mode to allow for continuity of service in the event of downtime ormaintenance. Our ServicesOur email security, continuity and archiving services protect customer data, providing organizations comprehensive email risk management in asingle, cloud-based, fully-integrated service, which is licensed on a subscription basis.The Mimecast Email Security service protects against the delivery of malware, malicious URLs, spam, spear-phishing attacks, including businessemail compromise, and other emerging attacks, while also preventing data leaks and other internal threats. The Mimecast Mailbox Continuity service ensuresemployees can continue using email during unexpected and planned outages such as system maintenance, whether their email is managed in the cloud or on-premises. Mimecast Enterprise Information Archiving unifies email, data to support e-discovery and forensic analysis, and gives employees fast access totheir personal archive via PC, Mac® and mobile apps.Mimecast Advanced SecurityEmail security provides a critical defense against hackers seeking to capture and exploit valuable organizational information and disrupt businessoperations. Our Mimecast Email Security services provide comprehensive email security. It blocks spam, malware, malicious URLs, spear-phishing, anddefined content from entering or exiting the organization, It gives administrators granular security and content policy control for inbound, outbound, andinternal email traffic to prevent threats, including data leaks. Integration into Microsoft Outlook and via mobile apps provides employees the freedom to beself-sufficient and to manage their quarantines, personal blacklists, and multiple other aspects of their email security and management.36 Customers can benefit from the purchase of the following Mimecast security services: •Targeted Threat Protection: Highly sophisticated targeted attacks, including spear-phishing, are using email to successfully infiltrateorganizations, exploit users and steal valuable intellectual property, customer data and money. •URL Protect addresses the threat from emails containing malicious links. It automatically checks hyperlinks each time they are clicked,preventing employees from visiting malicious websites regardless of what email client or device they are using. It also includesinnovative user awareness capabilities so IT teams can raise the security awareness of employees as part of their daily email activities.Once enabled, a percentage of links in emails clicked by an employee will open an informational screen. This will provide them withmore information about the email and destination, encouraging them to consider whether the email is coming from a reliable source andif the page is safe. If they choose to continue, the choice is logged and URL Protect scans the link and blocks access if the destination isdeemed unsafe. IT administrators can adjust the frequency of these awareness prompts to ensure employee caution is maintained. Repeatoffenders that regularly click bad links can automatically receive more frequent prompts until their behavior changes. The IT team cantrack employee behavior from the Mimecast administration console and target additional security training as required. •Attachment Protect reduces the threat from weaponized or malware-laden attachments used in spear-phishing and other advancedattacks. It includes pre-emptive sandboxing to automatically security check email attachments before they are delivered to employees.Attachments are opened in a virtual environment, or sandbox, isolated from the email system, security checked and passed on to theemployee only if no threat is detected. It also includes the option of an innovative safe file conversion capability that automaticallyconverts attachments into a safe file format, neutralizing any chance of malware as it does so. The attachment is delivered to theemployee in read-only format without any sandbox analysis delay. As most attachments are read rather than edited, this is oftensufficient for many users. Should the employee need to edit the attachment, they can request it and from there it is sandboxed on-demand and delivered in the original file format. •Impersonation Protect is the first to market service that gives instant and comprehensive protection from the latest malware-less socialengineering attacks, often called CEO fraud, whaling, impersonation, or business email compromise. These attacks are designed to trickkey users, often in an organization’s finance team, into making wire transfers or other financial transactions to cybercriminals bypretending to be the CEO or CFO via spoofed email. Some impersonation attacks also target those responsible for managing sensitiveemployee data, such as payroll information, which could be used for identity theft. Impersonation Protect detects and prevents thesetypes of attack by identifying combinations of key indicators in an email to determine if the content is likely to be suspicious, even inthe absence of a URL or attachment. Impersonation Protect blocks or flags suspicious email by using advanced scanning techniques toidentify elements commonly used by criminals, including employee, domain, or reply-to names, and other keywords like ‘wire transfer,’‘tax form’ or ‘urgent.’ •Internal Email Protect, or IEP, is the industry’s first threat management capability for internally generated email delivered by a purelycloud-based security service. IEP is the latest capability of Mimecast Targeted Threat Protection, allowing customers to monitor, detectand remediate security threats that originate from within their internal email systems. This first-to-market cloud capability provides forthe scanning of attachments, URLs, and content in internally generated email. In addition, IEP includes the ability to automaticallyremediate infected email from a user’s inbox. •Secure Messaging: Email containing sensitive or confidential information requires appropriate security and control to prevent inadvertent ordeliberate data leaks and to protect the information while in transit. Mimecast Secure Messaging is a secure and private channel to sharesensitive information with external contacts via email without the need for additional client or desktop software. Sensitive information is keptwithin the Mimecast cloud service, strengthening information security, data governance and compliance, without the added IT overhead andcomplexity of traditional email secure messaging or encryption solutions. •Large File Send: Employees can create security and compliance risks when they turn to file sharing services to overcome email size limitsimposed by their email infrastructure. Mimecast Large File Send enables PC and Mac users to send and receive large files directly from Outlookor a native Mac app. It protects attachments in line with security and content policies by using encryption, optional access key and customexpiration dates; supports audit, e-discovery and compliance by archiving all files and notifications according to email retention policies; andprotects email system performance from the burden of large file traffic. •Data Leak Prevention: Organizations can prevent the inadvertent or malicious loss of sensitive corporate data with advanced data leakprevention and content controls. Policies using keywords, pattern matching, file hashes and37 dictionaries actively scan all email communications including file attachments to stop data leakage and support compliance. Suspect emailscan be blocked, quarantined for review by administrators or sent securely.Mimecast Business ContinuityEmail continuity protects email and data against the threat of downtime as a result of system failure, natural disasters, planned maintenance, systemupgrades and migrations. Mimecast Mailbox Continuity services significantly reduce the cost and complexity of mitigating these risks and providesuninterrupted access to live and historic email and calendar information. During an outage our service provides real-time inbound, outbound and internalemail delivery. The continuity service can be activated and deactivated directly and instantly from the Mimecast console by administrators for the completeorganization or for specific groups affected by limited outages. All outage events are fully logged and we also support email top-up services for customerswho have to recover their Exchange environments from backups. The continuity service is capable of reliably and securely supporting customers during shortor long-term continuity events. Integration with Microsoft Outlook®, a native app for Mac® users and a full suite of mobile apps means employees haveseamless access to their email in the event of a disruption or outage.Mimecast Enterprise Information ArchivingOur cloud archive consolidates into one store all inbound, outbound and internal email, files and instant messaging in a perpetual, indexed and securearchive. Using our Mimecast Enterprise Information Archiving service, customers can also incorporate legacy data from additional archives into the samesearchable store.All data is encrypted and preserved within a Write Once Read Many (WORM) state. Proprietary indexing and retrieval solutions allow customers tosearch individual mailboxes or the entire corporate archive in seconds. Our mobile, tablet, desktop and web applications ensure that employees can searchand make the best use of their entire corporate archive in a fast, reliable and informative way. Intensive logging services cover the use of the archive, androles and permissions govern what employees can see in the archive based on their role. Our purpose-built ingestion and export services support rapid high-volume extraction, scrubbing and loading of significant quantities of data. Our archive solution retains metadata that arises from gateway and continuityoperations and we preserve both received and altered variants of emails that pass through our secure email gateway. Retention options for customers rangefrom individual retentions, to data retained for an entire customer on a perpetual basis.Customers can also purchase the following additional services as part of our Mimecast Enterprise Information Archiving offering: •Cloud Archive for Files: Mimecast consolidates files from network shares and folders alongside email data in a single, secure and fully-indexedcloud archive. Administrators also benefit from comprehensive search, e-discovery and compliance capabilities. •Cloud Archive for Lync: Customers protect important IP, strengthen compliance and reduce cost by retaining Microsoft Lync® instantmessaging conversations and content in a secure, indexed and unified archive. Powerful search capabilities deliver rapid results from instantmessaging, email and file archives •Archive Power Tools: This is a series of advanced archiving tools including: •Mimecast Storage Management for Exchange: This enables active mailbox size management, so administrators can optimize emailsystem performance, control costs and support archive policy enforcement. •Mailbox and Folder Tools for Exchange: In an email continuity event or when searching for archived content, access to folderstructures and shared mailbox content is key to productivity. This tool makes it easy to replicate individual and shared mailbox folders. •Granular Retention Management: Managing email retention policies can be complex and time-consuming, because different businessgroups and individuals have requirements that vary how long email should, or is required to be retained. Mimecast Granular RetentionManagement enables IT teams to centrally apply policies to manage the retention of email content and related metadata.Service BundlesMany of our customers are attracted by the ability to combine our services and capabilities into a unified service managed from a singleadministration console. Most customers purchase the bundles from the outset, but some prefer to start with specific packages, then upgrade to additionalproducts over time.38 Our service range continues to respond to the changing threat landscape and reflect customers’ requests for combinations of services across advancedsecurity, archiving and continuity features. We continue the transition of our existing customers subscribed to our historic packages, over to the new servicebundles.Our service bundles are: •M2A: Cyber Security and Resiliency with Archiving. This bundle includes Email Security with Targeted Threat Protection; ComplianceSecurity; Continuity services and a 99-year archive. •M2: Cyber Security and Resiliency. This bundle includes Email Security plus Targeted Threat Protection; Compliance Security andContinuity with 58-day email retention for recovery purposes.Customers with specific projects or pre-defined business projects can also purchase the following additional services: •S1: Advanced Threat Security. This service is designed to protect the organization against advanced threats such as whaling and spear-phishing with real-time URL blocking, attachment scanning and domain checking, as well as anti-malware and leading spam protection toshield employees and enhance productivity. •S2: Advanced Threat Security with Internal Email Protect. This service contains the same features as S1 but also includes our latest additionto the Targeted Threat Protection family of products. Internal Email Protect offers detection of internal security threats and inspection ofoutbound emails plus, should any issue be detected, the remediation of such. •D1: DLP and Content Security. This service is designed to lock down sensitive corporate information with advanced data leak prevention,data leak detection, document and policy controls. •C1: Mailbox Continuity. Our customers use this service to ensure that their email works even when the primary mail server is down. Wecontinue sending and receiving email with a 100% uptime SLA with coverage for all mobile devices and web access. •A1: Email Archiving. This service archives email and attachments in a fully-encrypted, independent, cloud data store separate from the mailenvironment.Mimecast Mobile and Desktop AppsMobile, PC and Mac® users get self-service access to security features, including spam reporting and managed sender lists, the ability to send andreceive email during a primary email system outage, and access to their personal email archive to run searches on its content. Employee productivity does notcome at the expense of centralized control. Administrators can use granular permissions to activate functions for individual employees or groups of users,while centralized security and policy management means IT teams can retain control over default settings.Sales and MarketingOur sales and marketing teams work together to build a strong sales pipeline, cultivate and retain customers and drive market awareness of our currentand future products and services.SalesWe sell our services through direct sales efforts and through our channel partners. Our sales model is designed to meet the needs of small and mid-market organizations and large enterprises across a wide range of industries and in over 100 countries. Our approach has played an important role in thegrowth of our customer base to date. Our sales team is based in offices in Boston, Chicago, Dallas and San Francisco, United States; London, UnitedKingdom; Johannesburg and Cape Town, South Africa; and Melbourne and Sydney, Australia. We maintain a highly-trained sales force of approximately300 employees as of March 31, 2017, which is responsible for acquiring and developing new business.39 We also have an experienced sales team focused on developing and strengthening our channel partner relationships. Many organizations work withthird-party IT channel partners to meet their security, IT and cloud service needs, so we have formed relationships with a variety of the leading partners totarget large enterprises, mid-market and small organizations. For large enterprises, we work with international partners including Hewlett-Packard andDimension Data. In the mid-market, we work with leading national partners, including Softchoice, SHI, CDW and Softcat. The small business market isprimarily served by the reseller community and also by Managed Service Providers, who typically provide or host email services. We work closely with all ofthese channel partners to offer cooperative marketing, deal registration, as well as support and technical resources. We believe these partners view ourservices as a key source of additional revenue and a way for them to add significant value to their customers as they can support their desire to move to thecloud without compromising their security position.Sales to our channel partners are generally subject to our standard, non-exclusive channel partner agreement, meaning our channel partners may offercustomers the products of several different companies. These agreements are generally for a term of one year with a one year renewal term and can beterminated by us or the channel partner. Payment to us from the channel partner is typically due within 30 calendar days of the date we issue an invoice forsuch sales.Our sales cycle varies by size and sophistication of customer, the number of products purchased and the complexity of the project, ranging fromseveral days for incremental sales to existing customers, to many months for sales to new customers or large deployments.We plan to continue to invest in our sales organization to support both the growth of our direct sales organization and our channel partners.MarketingOur marketing strategy is designed to meet the specific needs of each of our customer segments. We are focused on building the Mimecast brand,product awareness, increasing customer adoption of our products, communicating the advantages of our solution and its benefit to organizations, andgenerating leads for our channel partners and direct sales force. We execute our marketing strategy by using a combination of internal marketingprofessionals and a network of global channel partners. We invest in field, channel, product and brand marketing and have increased our investment indigital marketing to drive greater lead generation volume and efficiency. Our local marketing teams support the conversion of these leads into qualifiedopportunities for inside sales and are responsible for branding, content generation and product marketing.Customer Service and SupportWe maintain our strong customer retention rate through the strength and quality of our products, our commitment to our customers’ success and ouraward-winning local customer service and support team, which consists of more than 200 employees worldwide dedicated to ensuring a superior experiencefor our customers. For each of the fiscal years ended March 31, 2017, 2016 and 2015, our customer renewal rate has been consistently greater than 90%. Wecalculate our annual customer retention rate as the percentage of paying customers on the last day of the prior year who remain paying customers on the lastday of the current year.We have designed a comprehensive monitoring methodology that tracks and evaluates the interactions we have with our customers from sales and on-boarding to support and renewal. Our cross-functional teams, under the supervision of our Chief of Customer Operations, work together to ensure the bestcustomer experience is achieved and to address customer needs as they arise.A key aspect of our customer on-boarding process is our Legacy Data Migration services. Our customers often have legacy email archives that theywant to move to the cloud. Our data migration service helps solve the problems customers face when extracting that data and getting it into the right formatfor importing to the cloud, which can be expensive, time-consuming and involve interactions with multiple vendors.In addition, we offer a full range of support services to our global customer base, including comprehensive online resources and 24x7 email supportwith no outsourcing of support or account management to third parties. We also offer a range of additional services that include options for 24x7 telephonesupport and a dedicated technical account manager. These support services are priced and tiered to meet specific customer requirements.We have a dedicated training team and resources designed to enable customers to get the full benefit from their Mimecast investment. Ourcomprehensive education and consultancy resources include administrator training and certification, end user training and e-discovery training forcompliance teams, all of which are available in-person and online.40 Beyond customer support and training, we also provide a range of services that are designed to provide additional support to some customers,especially larger enterprises with more complex email infrastructure and legacy data. Our professional services team works with the customer, or supports ourpartners to assist them, in planning, migration and service activation.We offer a standard service level agreement as part of our standard contract that contains commitments regarding the delivery of email messages to andfrom our servers, the speed at which our archive can produce search results, and our ability to correctly identify and isolate spam and viruses. In the event thatwe do not achieve these levels, the customer can request a credit. Payment of the credit will be made subject to verification of the problem. These credits aretiered according to the extent of the service issued. The amount of credits provided to customers to date has been immaterial in all historical periods.CustomersAs of March 31, 2017, we had approximately 26,400 customers and protected millions of their employees in over 100 countries. Our diverse globalfootprint is evidenced by the fact that in the fiscal year ended March 31, 2017, we generated 49% of our revenue from the United States, 33% from the UnitedKingdom, 15% from South Africa and 4% from the rest of the world. Our customers range from large enterprises with over 75,000 employees to smallorganizations with less than 500 employees and represent a diverse set of industries. For example, in the fiscal year ended March 31, 2017, we generated 14%of our revenue from customers in the legal services industry, 18% from customers in the professional, scientific and technical services industry, 10% fromcustomers in the manufacturing industry and 13% from customers in the finance and insurance industry. Our business is not dependent on any particularcustomer. No single customer represented more than 1% of our annual revenues in the fiscal years ended March 31, 2017, 2016 or 2015.Research and DevelopmentOur engineering, operations, product and development teams work together to enhance our existing products, technology infrastructure andunderlying Mime | OS™ cloud architecture, as well as develop our new product pipeline. Our research and development team interacts with our customersand partners to address emerging market needs, counter developing threats and drive innovation in risk management and data protection. We operate acontinuous delivery model for improvements to our infrastructure and products to ensure customers benefit from regular updates in protection andfunctionality without the need for significant intervention on their part.Our research and development efforts give prominence to services that enhance our unification commitment and allow customers to displace point oron-premises products. We also prioritize a “build rather than acquire” approach to ensure that we combine best-of-breed functionality with effectiveintegration to maintain our commitment to the delivery of a superior experience to our customers and their employees.Our research and development expenses were $22.6 million, $17.7 million and $14.5 million for the fiscal years ended March 31, 2017, 2016 and2015, respectively.CompetitionOur market is large, highly competitive, fragmented, and subject to rapidly evolving technology and security threats, shifting customer needs andfrequent introductions of new products and services. We do not believe that any specific competitor offers the fully unified service and integrated technologythat we do. However, we do compete with companies that offer products that target email and data security, continuity and archiving, as well as largeproviders such as Google Inc. and Microsoft Corporation, who offer functions and tools as part of their core mailbox services that may be, or be perceived tobe, similar to our offerings. Our current and potential future competitors include: Barracuda Networks, Inc., Google, Microsoft Exchange Online Protection,Proofpoint, Inc., Symantec Corporation and Cisco Systems Inc., in security, and Hewlett Packard Enterprise, Microsoft Office 365®, Symantec and Barracudain archiving. Some of our current and future competitors may have certain competitive advantages such as greater name recognition, longer operating history,larger market share, larger existing user base and greater financial, technical and other resources. Some competitors may be able to devote greater resources tothe development, promotion and sale of their products than we can to ours, which could allow them to respond more quickly than we can to new technologiesand changes in customer needs. We cannot provide any assurance that our competitors will not offer or develop products or services that are superior to oursor achieve greater market acceptance.41 The principal competitive factors in our market include: •reliability and effectiveness in protecting, detecting and responding to cyberattacks; •scalability and multi-tenancy of our system; •breadth and unification of our services; •cloud-only delivery; •total cost of ownership; •speed, availability and reliability; •integration into office productivity, desktop and mobile tools; •speed at which our services can be deployed; •ease of user experience for IT administrators and employees; and •superior customer service and commitment to customer success.We believe that we compete favorably on the basis of these factors. Our ability to remain competitive will depend to a great extent upon our ongoingperformance in the areas of product and cloud architecture development, core technical innovation, channel management and customer support.Intellectual PropertyOur success is dependent, in part, on our ability to protect our proprietary technologies and other intellectual property rights. We primarily rely on acombination of trade secrets, copyrights and trademarks, as well as contractual protections to establish and protect our intellectual property rights. As ofMarch 31, 2017, we have 8 patents issued and 14 patent applications pending in the United States. We also have 4 patents issued and 5 patent applicationspending for examination in non-U.S. jurisdictions. We intend to pursue additional patent protection to the extent that we believe it would be beneficial andcost effective.We have registered “Mimecast” and certain other marks as trademarks in the United States and several other jurisdictions. We also have a number ofregistered and unregistered trademarks in the United States and certain other jurisdictions, and will pursue additional trademark registrations to the extent webelieve it would be beneficial and cost effective. We are the registered holder of a variety of domestic and international domain names that include“mimecast.com,” “mimecast.co.uk,” “mimecast.co.za,” and similar variations.In addition to the protection provided by our intellectual property rights, as part of our confidentiality procedures, all of our employees andindependent contractors are required to sign agreements acknowledging that all inventions, trade secrets, works of authorship, developments and otherprocesses generated by them on our behalf are our property, and they assign to us any ownership that they may claim in those works. We also generally enterinto confidentiality agreements with our employees, consultants, partners, vendors and customers, and generally limit access to and distribution of ourproprietary information.Despite our precautions, it may be possible for unauthorized third parties to copy our products and use information that we regard as proprietary tocreate products and services that compete with ours.Some license provisions protecting against unauthorized use, copying, transfer and disclosures of our products may be unenforceable under the lawsof certain jurisdictions and foreign countries. In addition, the laws of some countries do not protect proprietary rights to as great of an extent as the laws of theUnited States, and many foreign countries do not enforce these laws as diligently as government agencies and private parties in the United States. Ourexposure to unauthorized copying and use of our products and misappropriation of our proprietary information may increase as a result of our foreignoperations.We expect that software and other solutions in our industry may be increasingly subject to third-party infringement claims as the number ofcompetitors grows and the functionality of products in different industry segments overlap. Moreover, many of our competitors and other industryparticipants have been issued patents or filed patent applications, and have asserted claims and related litigation regarding patent and other intellectualproperty rights. Third parties, including non-practicing patent holders, have from time to time claimed, and could claim in the future, that our technologiesinfringe patents they now hold or might obtain or be issued in the future. See “Item 3. Key Information—D. Risk Factors—We may be sued by third partiesfor alleged infringement of their proprietary rights”.42 C. Organizational StructureMimecast Limited has eight subsidiaries. Our principal operating companies are Mimecast Limited, a UK company, Mimecast Services Ltd, a UKcompany, and Mimecast North America Inc., a Delaware corporation, each of which is a wholly-owned subsidiary of Mimecast Limited.D. Property, Plant, and EquipmentOur corporate headquarters is located in London, United Kingdom where we currently lease approximately 40,993 square feet of space under a leaseexpiring in December 2019. In April 2017, we signed a lease for an additional approximately 16,100 square feet of space contiguous with our existing spacein London, which lease will also expire in December 2019. Our U.S. headquarters is located in Watertown, Massachusetts in an office consisting ofapproximately 44,170 square feet of space under a lease expiring in October 2020. In February 2017, we entered into a lease for a new U.S. headquarterslocated in Lexington, Massachusetts. We expect to occupy the new facility, which will initially encompass approximately 79,145 square feet of space, in oraround December 2017. The lease for the new U.S. headquarters will expire 10 years after initial occupancy. We also occupy space in Johannesburg, SouthAfrica consisting of 22,722 square feet under a lease expiring in October 2018. We maintain additional leased facilities in Cape Town, South Africa,Melbourne and Sydney, Australia, as well as in Chicago, Dallas and San Francisco in the United States. We lease all of our facilities and do not own any real property. We intend to procure additional space as we add employees and expandgeographically. We believe that our facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed toaccommodate planned expansion of our operations.ITEM 4A. UNRESOLVED STAFF COMMENTSNone.ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSThe following discussion and analysis of our financial condition and results of our operations should be read in conjunction with “Item 3. Key Information—D. Risk Factors,” our audited consolidated financial statements and related notes and other financial information included elsewhere in this AnnualReport on Form 20-F. In addition to historical consolidated financial information, this discussion contains forward-looking statements that involve risksand uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of numerous factors,including, but not limited to, the risks discussed in “Item 3. Key Information—D. Risk Factors.” Our audited consolidated financial statements includedelsewhere in this Annual Report on Form 20-F are prepared in accordance with accounting principles generally accepted in the United States.OverviewWe are a leading global provider of next generation cloud security and risk management services for corporate information and email. Our fully-integrated suite of proprietary cloud services protects customers of all sizes from the significant business and data security risks to which their email systemexposes them. We protect customers from today’s rapidly changing threat landscape where email has become a powerful attack vector and data leak concern.We also mitigate the significant business disruption that email failure or downtime causes. In addition, our archiving services secure, store and managecritical corporate communications and information to address growing compliance and e-discovery requirements and enable customers to use this increasingarchive of information to improve employee productivity.We operate our business on a SaaS model with renewable annual subscriptions. Customers enter into annual and multi-year contracts to utilize variouscomponents of our services. Our subscription fee includes the use of the selected service and technical support. We believe our technology, subscription-based model, and customer support have led to our high revenue retention rate, which has helped us drive our strong revenue growth. We have historicallyexperienced significant revenue growth from our existing customer base as they renew our services and purchase additional products.We market and sell our services to organizations of all sizes across a broad range of industries. As of March 31, 2017, we provided our services toapproximately 26,400 customers and protected millions of their employees across the world. We generate sales through our network of channel partners aswell as through our direct sales force. Our growth and future success depends on our ability to expand our customer base and to sell additional services to ourexisting customers.In the fiscal year ended March 31, 2017, we generated 51% of our revenue outside of the United States, with 33% generated from the United Kingdom,15% from South Africa and 3% from the rest of the world. In the fiscal year ended March 31, 2016, we43 generated 57% of our revenue outside of the United States, with 39% generated from the United Kingdom, 16% from South Africa and 2% from the rest of theworld. Our most significant growth market is the United States. We also believe that there is significant opportunity in our other existing markets. We intendto make significant investments in sales and marketing to continue expanding our customer base in our target markets.We were founded in 2003 with a mission to make email safer and better, and to transform the way organizations protect, store and access their emailand corporate information. Our first service, Mimecast Email Security, which we launched in late 2003 and was quickly followed by Mimecast EmailContinuity. In 2004, we added Mimecast Enterprise Information Archiving. These three services generate a large proportion of our revenue today. In 2006,we started the development of our proprietary cloud architecture, which we refer to as Mime | OS™. We believed early on that investing in the developmentof our own cloud operating system was a strategic requirement that would enable us to integrate and scale our services. Mimecast Large File Send wasreleased in 2013 and was followed by Mimecast Targeted Threat Protection in 2014, our advanced persistent threat protection service. In 2014, we alsoreleased comprehensive risk mitigation technologies specifically for Microsoft Office 365®, and in 2015, we released Mimecast Secure Messaging. In 2016and 2017, we announced the newest aspects of our Targeted Threat Protection service, Impersonation Protect and Internal Email Protect, respectively. In November 2015, we completed our IPO, in which we issued and sold 7,750,000 ordinary shares at a public offering price of $10.00 per share. Wereceived net proceeds of $68.3 million after deducting underwriting discounts and commissions of $5.4 million and other offering expenses of $3.8 million.In October 2016, we completed a registered secondary public offering, in which 4,600,000 ordinary shares were sold at a public offering price of$16.50 per share. All of the shares sold in the secondary offering were sold by our existing shareholders and we did not receive any proceeds from the sale ofthese shares. We incurred approximately $0.6 million in offering expenses on behalf of the selling shareholders in connection with the secondary offering.In November 2016, we purchased substantially all of the assets of iSheriff, Inc., or iSheriff, a cloud-based security provider. This acquisition isintended to provide our customers additional real-time email threat intelligence and detection expertise and complements our existing portfolio of emailsecurity, continuity and archiving solutions. The total preliminary purchase price of $6.2 million consisted of a cash payment of approximately $5.6 million,subject to certain adjustments, and $0.6 million in purchase price held back in respect of claims for indemnification for one year from the purchase date. Weincurred approximately $0.7 million in transactional costs in connection with the transaction. Key Factors Affecting Our PerformanceWe believe that the growth of our business and our future success are dependent upon a number of key factors, including the following:Acquisition of new customers. We employ a sales strategy that focuses on acquiring new customers through our direct sales force and network ofchannel partners, and selling additional products to existing customers. Acquiring new customers is a key element of our continued success, growthopportunity and future revenue. We have invested in and intend to continue to invest in our direct sales force and channel partners. During the year endedMarch 31, 2017, our customer base increased by approximately 8,400 organizations.Further penetration of existing customers. Our direct sales force, together with our channel partners and dedicated customer experience team seek togenerate additional revenue from our existing customers by adding more employees and selling additional services. We believe a significant opportunityexists for us to sell additional services to current customers as they experience the benefits of our services and we address additional business use cases.Investment in growth. We are expanding our operations, increasing our headcount and developing software to both enhance our current offerings andbuild new features. We expect our total operating expenses to increase, particularly as we continue to expand our sales operations, marketing activities andresearch and development team. We intend to continue to invest in our sales, marketing and customer experience organizations to drive additional revenueand support the growth of our customer base. Investments we make in our sales and marketing and research and development organizations will occur inadvance of experiencing any benefits from such investments. For the year ending March 31, 2018, we plan to continue increasing the size of our sales forceand to invest in the development of additional marketing content. We have increased and plan to continue to increase the size of our research anddevelopment team.44 Currency fluctuations. We conduct business in the United States and in other countries in North America, the United Kingdom and other countries inEurope, South Africa and other countries in Africa, and also Australia. As a result, we are exposed to risks associated with fluctuations in currency exchangerates, particularly between the U.S. dollar, the British pound and the South African rand. In the year ended March 31, 2017, 50% of our revenue wasdenominated in U.S. dollars, 31% in British pounds, 15% in South African rand and 4% in other currencies. Given that our functional currency and thefunctional currency of our subsidiaries is the local currency of each entity but our reporting currency is the U.S. dollar, devaluations of the British pound,South African rand and other currencies relative to the U.S. dollar impacts our profitability.Key Performance IndicatorsIn addition to traditional financial metrics, such as revenue and revenue growth trends, we monitor several other key performance indicators to help usevaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess operational efficiencies. The keyperformance indicators that we monitor are as follows: Year Ended March 31, 2017 2016 2015 (dollars in thousands) Gross profit percentage 73% 71% 68%Revenue constant currency growth rate (1) 39% 30% 33%Revenue retention rate 111% 109% 107%Total customers (2) 26,400 18,000 13,800 Adjusted EBITDA (1) $11,802 $15,839 $14,227 (1)Adjusted EBITDA and revenue constant currency growth rates are non-GAAP financial measures. For a reconciliation of Adjusted EBITDA andrevenue constant currency growth rates to the nearest comparable GAAP measures, see “Item 3—Key Information—A. Selected ConsolidatedFinancial and Other Data.”(2)Reflects the customer count on the last day of the period rounded to the nearest hundred customers.Gross profit percentage. Gross profit percentage is calculated as gross profit divided by revenue. Our gross profit percentage has increased in each ofthe past three years. Gross profit fluctuates due to timing of the addition of hardware and employees to serve our growing customer base. We provide ourservices in each of the regions in which we operate. Costs related to supporting and hosting our product offerings and delivering our services are incurred inthe region in which the related revenue is recognized. As a result, our gross profit percentage in actual terms is consistent with gross profit on a constantcurrency basis.Revenue constant currency growth rate. We believe revenue constant currency growth rate is a key indicator of our operating results. We calculaterevenue constant currency growth rate by translating revenue from entities reporting in foreign currencies into U.S. dollars using the comparable foreigncurrency exchange rates from the prior fiscal period. For further explanation of the uses and limitations of this measure and a reconciliation of our revenueconstant currency growth rate to revenue, as reported, the most directly comparable GAAP measure, please see “Item 3—Key Information—A. SelectedConsolidated Financial and Other Data.” Our revenue constant currency growth rate has increased in fiscal 2017 as compared to prior periods. As our totalrevenue grows, we expect our constant currency growth rate will decline as the incremental growth from period to period is expected to represent a smallerpercentage of total revenue as compared to the prior period.Revenue retention rate. We believe that our ability to retain customers is an indicator of the stability of our revenue base and the long-term value ofour customer relationships. Our revenue retention rate is driven by our customer renewals and upsells. For each of the fiscal years ended March 31, 2017,2016 and 2015, our customer retention rate has been consistently greater than 90%. We calculate our revenue retention rate by annualizing constant currencyrevenue recorded on the last day of the measurement period for only those customers in place throughout the entire measurement period. We include add-on,or upsell, revenue from additional employees and services purchased by existing customers. We divide the result by revenue on a constant currency basis onthe first day of the measurement period for all customers in place at the beginning of the measurement period. The measurement period is the trailing twelvemonths. The revenue on a constant currency basis is based on the average exchange rates in effect during the respective period. Our revenue retention rate hasincreased in each of the past three years.Total customers. We believe the total number of customers is a key indicator of our financial success and future revenue potential. We define acustomer as an entity with an active subscription contract as of the measurement date. A customer is typically a parent company or, in a few cases, asignificant subsidiary that works with us directly. We expect to continue to grow our customer base through the addition of new customers in each of ourmarkets.45 Adjusted EBITDA. We believe that Adjusted EBITDA is a key indicator of our operating results. We define Adjusted EBITDA as net (loss) income,adjusted to exclude: depreciation and amortization, share-based compensation expense, restructuring expense, interest income and interest expense,provision for income taxes and foreign exchange income (expense). For further explanation of the uses and limitations of this measure and a reconciliation ofour Adjusted EBITDA to the most directly comparable GAAP measure, net (loss) income, please see “Item 3. —Key Information—A. Selected ConsolidatedFinancial and Other Data.” We expect that our Adjusted EBITDA will continue to increase; however, we expect that our operating expenses will also increasein absolute dollars as we focus on expanding our sales and marketing teams and growing our research and development capabilities.Components of Consolidated Statements of OperationsRevenueWe generate substantially all of our revenue from subscription fees paid by customers accessing our cloud services and by customers purchasingadditional support beyond the standard support that is included in our basic subscription fees. A small portion of our revenue consists of related professionalservices and other revenue, which consists primarily of set-up fees, ingestion fees and training fees.We generally license our services on a price per employee basis under annual contracts. Some services, such as ingestion services, are invoiced upfrontand recognized on a straight-line basis over the longer of the contract term or the average customer life.We serve thousands of customers in multiple industries, and our revenue is not concentrated with any single customer or industry. For each of theyears ended March 31, 2017, 2016 and 2015, no single customer accounted for more than 1% of our revenue, and our largest ten customers accounted for lessthan 10% of our revenue in aggregate.Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenuerecognition criteria have been met. As of March 31, 2017, deferred revenue was $95.3 million. We estimate the future recognition of deferred revenue as ofMarch 31, 2017 to be $84.2 million in 2018, $5.2 million in 2019, $3.3 million in 2020, $1.9 million in 2021 and $0.7 million thereafter.We have continued to expand our customer base, and have recently signed on more customers with monthly, instead of annual, billing terms. Theproportion of aggregate contract value reflected on our balance sheet as deferred revenue may decrease if this trend continues.We recognize revenue ratably on a straight-line basis over the subscription term, which is typically one year in duration, provided that an enforceablecontract has been signed by both parties, we have given the customer access to our SaaS solutions, collection of the fee is probable, and the fee is fixed ordeterminable. Our subscription service arrangements do not contain refund-type provisions.Our professional services contracts are on a time and material basis. When these services are not combined with subscription revenues as a single unitof accounting, as discussed in the section below entitled “—Critical Accounting Policies and Estimates,” these revenues are recognized as the services arerendered.Cost of revenueCost of revenue primarily consists of expenses related to supporting and hosting our product offerings and delivering our professional services. Thesecosts consist primarily of personnel and related costs including salaries, benefits, bonuses and share-based compensation expense related to the managementof our data centers, our customer support team and our professional services team. In addition to these expenses, we incur third-party service provider costssuch as data center and networking expenses, allocated overhead costs and depreciation expense. We allocate overhead costs, such as rent and facility costs,information technology costs and employee benefit costs to all departments based on headcount. As such, general overhead expenses are reflected in cost ofrevenue and each operating expense category.We expect our cost of revenue to increase in absolute dollars due to expenditures related to the purchase of hardware, expansion and support of ourdata center operations and customer support teams. We also expect that cost of revenue as a percentage of revenue will decrease over time as we are able toachieve economies of scale in our business, although it may fluctuate from period to period depending on the timing of significant expenditures. To theextent that our customer base grows, we intend to continue to invest additional resources in expanding the delivery capability of our products and otherservices. The timing of these additional expenses could affect our cost of revenue, both in terms of absolute dollars and as a percentage of revenue in anyparticular quarterly or annual period.46 Research and development expensesResearch and development expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, share-based compensationexpense, costs of server usage by our developers and allocated overhead costs. We expense all research and development costs as they are incurred. We havefocused our efforts on developing new versions of our SaaS technology with expanded features. Our technology is constantly being refined and, as such, wedo not capitalize development costs. We believe that continued investment in our technology is important for our future growth. As a result, we expectresearch and development expenses to increase in absolute dollars as we make further substantial investments in developing our Mime | OS™ platform,improving our existing services and creating new features that will increase the functionality of our new and existing products. Research and developmentexpenses as a percentage of total revenue may fluctuate on a quarterly basis but we expect it to increase in the near-term as a result of the expectedinvestments noted above.Sales and marketing expensesSales and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and share-basedcompensation expense. Other costs included are those relating to marketing and promotional events, online marketing, product marketing and allocatedoverhead costs. We expense all costs as they are incurred, including sales commissions. Sales and marketing expenses increased substantially in fiscal 2017as we continued to expand our sales and marketing efforts globally, particularly in the United States. We expect that our sales and marketing expenses willcontinue to increase substantially in the year ending March 31, 2018. New sales personnel require training and may take several months or more to achieveproductivity; as such, the costs we incur in connection with the hiring of new sales personnel in a given period are not typically offset by increased revenuein that period and may not result in new revenue if these sales personnel fail to become productive. We expect to increase our investment in sales andmarketing as we add new services, which will increase these expenses in absolute dollars. Over the long term, we believe that sales and marketing expenses asa percentage of revenue will decrease, but will vary depending upon the mix of revenue from new and existing customers, as well as changes in theproductivity of our sales and marketing programs.General and administrative expensesGeneral and administrative expenses consist primarily of personnel and related expenses for executive, legal, finance, information technology andhuman resources functions, including salaries, benefits, incentive compensation and share-based compensation expense, in addition to the costs associatedwith professional fees, insurance premiums, other corporate expenses and allocated overhead costs. We expect general and administrative expenses toincrease in absolute dollars as we continue to incur additional personnel and professional services costs in order to support business growth as well asmeeting the compliance requirements of operating as a public company, including those costs incurred in connection with Section 404 of the Sarbanes-OxleyAct, costs associated with the expected loss of our status as a foreign private issuer, and costs associated with the adoption of new accounting standards,including ASC 606, Revenue Recognition and ASU 2016-02, Leases, among others. Over the long term, we believe that general and administrative expensesas a percentage of revenue will decrease.RestructuringRestructuring consist of severance, outplacement, and other separation benefits.Other income (expense)Other income (expense) is comprised of the following items:Interest incomeInterest income includes interest income earned on our cash, cash equivalents and investments balances. We expect interest income to vary eachreporting period depending on our average cash, cash equivalents and investments balances during the period and market interest rates. We expect interestincome to increase in the fiscal year ending March 31, 2018 due to higher yields on investments.Interest expenseInterest expense consists primarily of interest expense associated with our outstanding debt and our credit facility.47 Foreign exchange incomeForeign exchange income consists primarily of foreign exchange fluctuations related to short-term intercompany accounts and foreign currencyexchange gains and losses related to transactions denominated in currencies other than the functional currency for each of our subsidiaries. We expect ourforeign currency exchange gains and losses to continue to fluctuate in the future as foreign currency exchange rates change, however, we expect foreigncurrency exchange gains and losses to be less significant in the fiscal year ending March 31, 2018 as compared to the fiscal year ended March 31, 2017 dueto the capitalization and repayment of certain intercompany balances at the end of our second fiscal quarter of 2017.Provision for income taxesWe operate in several tax jurisdictions and are subject to taxes in each country or jurisdiction in which we conduct business. We account for incometaxes in accordance with the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on temporary differencesbetween the financial reporting and income tax bases for assets and liabilities using statutory rates. In addition, this method requires a valuation allowanceagainst net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.Our provision for income taxes for the fiscal years ended March 31, 2017, 2016 and 2015 primarily relates to our South African entity.A. Operating ResultsThe following table sets forth selected consolidated statements of operations data for each of the periods indicated: Year Ended March 31, 2017 2016 2015 (in thousands) Revenue $186,563 $141,841 $116,085 Cost of revenue 50,314 41,809 36,821 Gross profit 136,249 100,032 79,264 Operating expenses Research and development 22,593 17,663 14,461 Sales and marketing 96,154 65,187 51,224 General and administrative 27,875 19,756 15,806 Restructuring — — 1,203 Total operating expenses 146,622 102,606 82,694 Loss from operations (10,373) (2,574) (3,430)Other income (expense) Interest income 510 74 62 Interest expense (268) (690) (703)Foreign exchange income 6,892 811 4,508 Total other income (expense), net 7,134 195 3,867 (Loss) income before income taxes (3,239) (2,379) 437 Provision for income taxes 2,202 865 152 Net (loss) income $(5,441) $(3,244) $285 48 The following table sets forth our consolidated statements of operations data as a percentage of revenue for each of the periods indicated: Year Ended March 31, 2017 2016 2015 Revenue 100% 100% 100%Cost of revenue 27 29 32 Gross profit 73 71 68 Operating expenses Research and development 12 12 12 Sales and marketing 52 46 44 General and administrative 15 14 14 Restructuring — — 1 Total operating expenses 79 72 71 Loss from operations (6) (1) (3)Other income (expense) Interest income — — — Interest expense — — (1)Foreign exchange income 4 1 4 Total other income (expense), net 4 1 3 (Loss) income before income taxes (2) — — Provision for income taxes 1 1 — Net (loss) income (3)% (1)% — We have operations in jurisdictions other than the United States and generate revenue and incur expenditures in currencies other than the U.S. dollar.The following information shows the effect on certain components of our consolidated statements of operations data for each of the periods indicated basedon a 10% increase or decrease in foreign currency exchange rates assuming that all foreign currency exchange rates move in the same directions at the sametime: Year ended March 31, 2017 2016 2015 (in millions) Cost of Revenue $2.9 $2.5 $2.3 Research and development 2.0 1.6 1.3 Sales and marketing 3.7 3.0 3.0 General and administrative 0.8 0.8 0.8 Comparison of Years Ended March 31, 2017 and 2016Revenue Year ended March 31, Period-to-period change 2017 2016 Amount % Change (dollars in thousands) Revenue $186,563 $141,841 $44,722 32% Revenue increased $44.7 million in the year ended March 31, 2017 compared to the year ended March 31, 2016. The increase in revenue wasprimarily attributable to increases in new customers, including the 8,400 new customers added since March 31, 2016, a full year of revenue related to newcustomers added in fiscal 2016 and additional revenue from customers that existed as of March 31, 2016. Revenue for the year ended March 31, 2017compared to the year ended March 31, 2016 was negatively impacted by approximately $9.9 million primarily as a result of the strengthening of the U.S.dollar relative to the British pound and to a lesser extent the South African rand.49 Cost of revenue Year ended March 31, Period-to-period change 2017 2016 Amount % Change (dollars in thousands) Cost of revenue $50,314 $41,809 $8,505 20% Cost of revenue increased $8.5 million in the year ended March 31, 2017 compared to the year ended March 31, 2016, which was primarilyattributable to increases in data center costs of $3.9 million, personnel-related costs of $2.7 million, depreciation expense of $1.0 million and share-basedcompensation expense of $0.7 million. Cost of revenue for the year ended March 31, 2017 compared to the year ended March 31, 2016 was positivelyimpacted by approximately $3.2 million primarily as a result of the strengthening of the U.S. dollar relative to the British pound. Data center costs increasedas a result of the increase in our customer base, personnel-related cost increased primarily as a result of salaries and benefits associated with increasedheadcount, depreciation increased primarily as a result of increased capital expenditures in support of our expanding infrastructure and share-basedcompensation expense increased primarily as a result of an increase in share option modification charges.As a result of changes in foreign exchange rates, gross profit decreased in absolute dollars by approximately $6.7 million for the year ended March 31,2017 as compared to the year ended March 31, 2016. Excluding the impact of changes in foreign currency exchange rates, gross profit as a percentage ofrevenue remained consistent as costs related to supporting and hosting our product offerings and delivering our services are incurred in the region in whichthe related revenue is recognized.Operating expenses Year ended March 31, Period-to-period change 2017 2016 Amount % Change (dollars in thousands) Operating expenses: Research and development $22,593 $17,663 $4,930 28%Sales and marketing 96,154 65,187 30,967 48%General and administrative 27,875 19,756 8,119 41%Total operating expenses $146,622 $102,606 $44,016 43% Research and development expensesResearch and development expenses increased $4.9 million in the year ended March 31, 2017 compared to the year ended March 31, 2016, which wasprimarily attributable to increases in personnel-related costs of $3.5 million, information technology and facility costs of $0.5 million, travel and other costsof $0.3 million, professional services costs of $0.2 million and share-based compensation expense of $0.2 million. Research and development expenses forthe year ended March 31, 2017 as compared to the year ended March 31, 2016 were positively impacted by approximately $2.8 million primarily as a resultof the strengthening of the U.S. dollar relative to the British pound. Personnel-related cost increased primarily as a result of salaries and benefits associatedwith increased headcount throughout the year and professional services costs increased primarily as a result of the use of research and developmentcontractors.Sales and marketing expensesSales and marketing expenses increased $31.0 million in the year ended March 31, 2017 compared to the year ended March 31, 2016, which wasprimarily attributable to increases in personnel-related costs of $17.3 million, marketing costs of $7.4 million, travel and other costs of $2.0 million, share-based compensation expense of $1.5 million, professional services of $1.3 million and information technology and facilities costs of $1.1 million. Sales andmarketing expenses for the year ended March 31, 2017 as compared to the year ended March 31, 2016 were positively impacted by approximately $3.9million primarily as a result of the strengthening of the U.S. dollar relative to the British pound. Personnel-related costs increased primarily as a result ofsalaries, benefits and commissions associated with increased headcount. Marketing costs increased primarily as a result of increased lead generation, onlinemarketing, brand development costs and advertising.General and administrative expensesGeneral and administrative expenses increased $8.1 million in the year ended March 31, 2017 compared to the year ended March 31, 2016, which wasprimarily attributable to increases in personnel-related costs of $4.3 million, professional services costs of50 $2.9 million and information technology and facilities costs of $0.3 million. General and administrative expenses for the year ended March 31, 2017 ascompared to the year ended March 31, 2016 were positively impacted by approximately $1.0 million primarily as a result of the strengthening of the U.S.dollar against the British pound. Personnel-related costs increased primarily as a result of salaries and benefits associated with increased headcount.Professional service costs increased primarily due to accounting, consulting and legal services associated with operating as a public company. In addition, weincurred $0.6 million of expenses related to the October 2016 secondary offering and $0.7 million in transaction costs related to the iSheriff transaction.Other income (expense) Year ended March 31, Period-to-period change 2017 2016 Amount % Change (dollars in thousands) Other income (expense): Interest income $510 $74 $436 589%Interest expense (268) (690) 422 (61)%Foreign exchange income 6,892 811 6,081 750%Total other income (expense) $7,134 $195 $6,939 nm nm—not meaningfulOther income (expense) increased $6.9 million in the year ended March 31, 2017 compared to the year ended March 31, 2016, which was primarilyattributable to a $6.1 million increase in foreign exchange income associated with the re-measurement of short-term intercompany balances as well asworking capital balances denominated in currencies other than the functional currency of our operating units. The increase in foreign exchange income is aresult of the British pound weakening compared to the foreign currencies in which we operate to a greater extent in fiscal 2017 as compared to fiscal2016. The increase in interest income is primarily due to higher weighted-average cash and investment balances after the IPO. The decrease in interestexpense is primarily due to a decrease in weighted-average debt balances.Provision for income taxes Year ended March 31, Period-to-period change 2017 2016 Amount % Change (dollars in thousands) Provision for income taxes $2,202 $865 $1,337 155% Provision for income taxes increased $1.3 million in the year ended March 31, 2017 compared to the year ended March 31, 2016. The provision forincome taxes in each period was primarily attributable to taxes related to our South African entity. The increase in the provision for income taxes from theprior period was primarily due to increased net pre-tax income in our South African entity.Comparison of Years Ended March 31, 2016 and 2015Revenue Year ended March 31, Period-to-period change 2016 2015 Amount % Change (dollars in thousands) Revenue $141,841 $116,085 $25,756 22% Revenue increased $25.8 million in the year ended March 31, 2016 compared to the year ended March 31, 2015. The increase in revenue wasprimarily attributable to increases in new customers, including the 4,200 new customers added since March 31, 2015 and a full year of revenue related to newcustomers added in fiscal 2015. To a lesser extent revenue increased in fiscal 2016 as compared to 2015 due to additional revenue from existingcustomers. Our revenue for the year ended March 31, 2016 was negatively impacted by approximately $9.5 million as a result of the strengthening of theU.S. dollar relative to the foreign currencies in which we operate.51 Cost of revenue Year ended March 31, Period-to-period change 2016 2015 Amount % Change (dollars in thousands) Cost of revenue $41,809 $36,821 $4,988 14% Cost of revenue increased $5.0 million in the year ended March 31, 2016 compared to the year ended March 31, 2015 which was primarilyattributable to increases in data center costs of $1.8 million, professional services costs of $1.3 million, personnel-related costs of $1.3 million, informationtechnology and facilities costs of $0.6 million and share-based compensation expense of $0.5 million, partially offset by a decrease in depreciation expenseof $0.5 million. Cost of revenue for the year ended March 31, 2016 as compared to the year ended March 31, 2015 was positively impacted by approximately$2.6 million as a result of the strengthening of the U.S. dollar relative to the foreign currencies in which we operate. Data center costs increased as a result ofthe increase in our customer base, professional services costs increased primarily as a result of an increase in vendor fulfillment costs, personnel-related costincreased primarily as a result of salaries and benefits associated with increased headcount, and share-based compensation expense increased primarily as aresult of expense related to share-based awards that became exercisable upon the closing of the IPO. Depreciation decreased primarily as a result of the impactof foreign exchange rates. As a result of changes in foreign exchange rates, gross profit decreased in absolute dollars by approximately $6.8 million for the year ended March 31,2016 as compared to the year ended March 31, 2015. Excluding the impact of changes in foreign currency exchange rates, gross profit as a percentage ofrevenue remained consistent as costs related to supporting and hosting our product offerings and delivering our services are incurred in the region in whichthe related revenue is recognized.Operating expenses Year ended March 31, Period-to-period change 2016 2015 Amount % Change (dollars in thousands) Operating expenses: Research and development $17,663 $14,461 $3,202 22%Sales and marketing 65,187 51,224 13,963 27%General and administrative 19,756 15,806 3,950 25%Restructuring — 1,203 (1,203) nm Total operating expenses $102,606 $82,694 $19,912 24% nm—not meaningfulResearch and development expensesResearch and development expenses increased $3.2 million in the year ended March 31, 2016 compared to the year ended March 31, 2015, which wasprimarily attributable to increases in share-based compensation expense of $1.2 million, personnel-related costs of $1.0 million, professional services costs of$0.5 million and information and technology and facility costs of $0.4 million. Total research and development expenses for the year ended March 31, 2016as compared to the year ended March 31, 2015 were positively impacted by approximately $1.2 million as a result of the strengthening of the U.S. dollarrelative to the foreign currencies in which we operate. Share-based compensation expense increased primarily as a result of expense related to share-basedawards that became exercisable upon the closing of the IPO, as well as an increase in share option modification charges. Personnel-related cost increasedprimarily as a result of salaries and benefits associated with increased headcount throughout the year, primarily in the third and fourth quarter of fiscal 2016.Professional services costs increased primarily as a result of the use of research and development contractors.Sales and marketing expensesSales and marketing expenses increased $14.0 million in the year ended March 31, 2016 compared to the year ended March 31, 2015, which wasprimarily attributable to increases in marketing costs of $5.7 million, personnel-related costs of $4.7 million, share-based compensation expense of $1.5million, information technology and facilities costs of $1.4 million, and professional services of $0.7 million. Total sales and marketing expenses for the yearended March 31, 2016 as compared to the year ended March 31, 2015 were positively impacted by approximately $3.2 million as a result of thestrengthening of the U.S. dollar relative to the foreign currencies in which we operate. Marketing costs increased primarily as a result of increased leadgeneration, online marketing, and52 brand development costs, with a focus on the expansion of our presence in the U.S. market. Personnel-related costs increased primarily as a result ofcommissions, salaries and benefits associated with increased headcount. Share-based compensation expense increased primarily as a result of expense relatedto new hire grants and share-based awards that became exercisable upon the closing of the IPO, partially offset by a decrease in share option modificationcharges. Professional services increased primarily due to an increase in recruiting costs.General and administrative expensesGeneral and administrative expenses increased $4.0 million in the year ended March 31, 2016 compared to the year ended March 31, 2015 which wasprimarily attributable to increases in personnel-related costs of $2.0 million, professional services costs of $1.3 million, information technology and facilitiescosts of $0.5 million, and travel and other costs of $0.8 million, partially offset by a decrease in share-based compensation expense of $0.8 million.Personnel-related costs increased primarily as a result of salaries and benefits associated with increased headcount and compensation. Professional servicecosts increased primarily due to legal, accounting and consulting services in connection with the IPO and operating as a public company. Share-basedcompensation expense decreased primarily due to a decrease in share option modification charges partially offset by increases primarily as a result of expenserelated to share-based awards that became exercisable upon the closing of the IPORestructuring expensesWe recorded restructuring expenses of $1.2 million in the year ended March 31, 2015 in connection with the termination of employees in the UnitedStates and the United Kingdom. Restructuring expenses consisted of employee severance charges outplacement, and other separation benefits. We did notincur restructuring expenses in the year ended March 31, 2016.Other income (expense) Year ended March 31, Period-to-period change 2016 2015 Amount % Change (dollars in thousands) Other income (expense): Interest income $74 $62 $12 19%Interest expense (690) (703) 13 (2)%Foreign exchange income 811 4,508 (3,697) (82)%Total other income (expense) $195 $3,867 $(3,672) nm nm—not meaningful Other income (expense) decreased $3.7 million in the year ended March 31, 2016 compared to the year ended March 31, 2015, primarily attributableto a $3.7 million decrease in foreign exchange income associated with the re-measurement of short-term intercompany asset and liability balancesdenominated in currencies other than the functional currency of our operating units. In the years ended March 31, 2016 and 2015, we recognized foreignexchange income, primarily attributable to the re-measurement of short-term intercompany asset and liability balances as a result of the U.S. dollarstrengthening compared to the British pound. The decrease in foreign exchange income is a result of the U.S. dollar strengthening compared to the Britishpound to a lesser extent in fiscal 2016 as compared to fiscal 2015.Provision for income taxes Year ended March 31, Period-to-period change 2016 2015 Amount % Change (dollars in thousands) Provision for income taxes $865 $152 $713 469% Provision for income taxes increased $0.7 million in the year ended March 31, 2016 compared to the year ended March 31, 2015, which was primarilyattributable to taxes related to our foreign subsidiaries, primarily our South African entity.53 Quarterly Results of OperationsThe following tables set forth our unaudited quarterly consolidated statements of operations for each of the eight quarters in the period ended March31, 2017. We have prepared the quarterly consolidated statements of operations data on a basis consistent with the audited consolidated financial statements,including, in the opinion of management, all normal recurring adjustments, which we consider necessary for a fair presentation of this data. This informationshould be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 20-F.The results of historical periods are not necessarily indicative of the results to be expected for any future period. Quarter ended Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, 2015 2015 2015 2016 2016 2016 2016 2017 (in thousands) Revenue $33,328 $34,507 $37,130 $36,876 $41,460 $44,361 $48,333 $52,409 Cost of revenue (1) 9,876 10,193 10,651 11,089 11,339 12,377 13,144 13,454 Gross profit 23,452 24,314 26,479 25,787 30,121 31,984 35,189 38,955 Operating expenses Research and development (1) 3,530 3,933 5,464 4,736 5,149 4,948 5,889 6,607 Sales and marketing (1) 13,121 14,856 17,607 19,603 21,463 22,866 25,336 26,489 General and administrative (1) 4,691 4,022 5,546 5,497 6,456 6,597 6,994 7,828 Total operating expenses 21,342 22,811 28,617 29,836 33,068 34,411 38,219 40,924 Income (loss) from operations 2,110 1,503 (2,138) (4,049) (2,947) (2,427) (3,030) (1,969)Other income (expense) Interest income 17 12 13 32 67 76 164 203 Interest expense (177) (168) (227) (118) (107) (76) (61) (24)Foreign exchange (expense) income (3,841) 741 1,204 2,707 4,096 2,719 (81) 158 Total other income (expense), net (4,001) 585 990 2,621 4,056 2,719 22 337 (Loss) income before provision for (benefit from) income taxes (1,891) 2,088 (1,148) (1,428) 1,109 292 (3,008) (1,632)Provision for (benefit from) income taxes 358 (80) 51 536 865 (11) 362 986 Net (loss) income $(2,249) $2,168 $(1,199) $(1,964) $244 $303 $(3,370) $(2,618) Net (loss) income applicable to ordinary shareholders—basic $(2,249) $1,572 $(1,199) $(1,964) $244 $303 $(3,370) $(2,618)Net (loss) income applicable to ordinary shareholders—diluted $(2,249) $1,612 $(1,199) $(1,964) $244 $303 $(3,370) $(2,618)Net (loss) income per share applicable to ordinary shareholders: Basic $(0.07) $0.05 $(0.03) $(0.04) $0.00 $0.01 $(0.06) $(0.05)Diluted $(0.07) $0.04 $(0.03) $(0.04) $0.00 $0.01 $(0.06) $(0.05)Weighted-average number of ordinary shares used in computing net (loss) income per share applicable to ordinary shareholders: Basic 33,066 33,673 42,514 54,172 54,287 54,636 54,949 55,375 Diluted 33,066 36,991 42,514 54,172 57,655 58,513 54,949 55,375 (1)Share-based compensation expense included in these line items was as follows: Quarter ended Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, 2015 2015 2015 2016 2016 2016 2016 2017 (in thousands) Cost of revenue $22 $107 $350 $154 $170 $301 $730 $152 Research and development 29 45 1,293 344 372 361 735 405 Sales and marketing 83 768 1,481 849 973 1,133 1,531 1,082 General and administrative 709 216 826 610 528 470 645 706 Total share-based compensation expense $843 $1,136 $3,950 $1,957 $2,043 $2,265 $3,641 $2,34554 Quarter ended Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, As a % of revenue 2015 2015 2015 2016 2016 2016 2016 2017 Revenue 100% 100% 100% 100% 100% 100% 100% 100%Cost of revenue (1) 30 30 29 30 27 28 27 26 Gross profit 70 70 71 70 73 72 73 74 Operating expenses Research and development (1) 11 11 15 13 12 11 12 13 Sales and marketing (1) 39 43 47 53 52 52 52 51 General and administrative (1) 14 12 15 15 16 15 14 15 Total operating expenses 64 66 77 81 80 78 78 79 Income (loss) from operations 6 4 (6) (11) (7) (6) (5) (5)Other income (expense) Interest income — — — — — — — — Interest expense (1) — (1) — — — — — Foreign exchange (expense) income (12) 2 3 7 10 6 — — Total other income (expense), net (13) 2 2 7 10 6 — — (Loss) income before provision for (benefit from) income taxes (7) 6 (4) (4) 3 — (5) (5)Provision for (benefit from) income taxes 1 — — 1 2 — 1 2 Net (loss) income (8)% 6% (4)% (5)% 1% —% (6)% (7)% B. Liquidity and Capital ResourcesOur principal sources of liquidity are cash and cash equivalents, investments and accounts receivable. The following table shows net cash provided byoperating activities, net cash used in investing activities, and net cash (used in) provided by financing activities for the years ended March 31, 2017, 2016and 2015: Year ended March 31, 2017 2016 2015 (in thousands) Net cash provided by operating activities $32,514 $24,643 $23,247 Net cash used in investing activities (84,615) (14,234) (12,583)Net cash (used in) provided by financing activities (332) 63,801 5,431 In November 2015, we raised net proceeds of $68.3 million in our IPO, after deducting underwriting discounts and commissions and offering expensespaid by us. Prior to our IPO in November 2015, we financed our operations primarily through private placements of equity and borrowings from our primarybank lender. In the years ended March 31, 2017 and 2016, we incurred operating losses of $10.4 million and $2.6 million, respectively. While we expect togenerate an operating loss in the year ending March 31, 2018, we expect to continue to generate positive cash flows from operating activities. In the yearending March 31, 2018, we plan to continue to invest in the development and expansion of our Mime | OS™ platform to improve on our existing solutionsin order to provide more capabilities to our customers. Investments in capital expenditures in the year ended March 31, 2017 were $18.5 million. We expectthis level of investment to increase in the year ending March 31, 2018.As of March 31, 2017 and 2016, we had cash, cash equivalents and investments of $111.7 million and $106.1 million, respectively. Based on ourcurrent operating plan, we believe that our current cash and cash equivalents, investments and operating cash flows will be sufficient to fund our operationsfor at least the next twelve months. Our future capital requirements may vary materially from those planned and will depend on certain factors, such as, ourgrowth and our operating results. If we require additional capital resources to grow our business or to acquire complementary technologies and businesses inthe future, we may seek to sell additional equity or raise funds through debt financing or other sources. We may also seek to invest in or acquirecomplementary businesses, applications or technologies, any of which could also require us to seek additional equity or debt financing. We cannot provideassurance that additional financing will be available at all or on terms favorable to us. We had no material commitments for capital expenditures as of March31, 2017 or 2016. 55 Borrowings and credit facilitySince January 2012, we have entered into various term loan borrowings with Silicon Valley Bank. The term loans have fixed interest rates of 4.5% andprincipal repayment periods of 36 equal monthly installments with remaining maturities through January 2018. As of March 31, 2017, the aggregateprincipal balance of the term loans was $1.7 million, all of which is payable in the year ending March 31, 2018. As of March 31, 2017 and 2016, there wereno amounts available for future borrowings under the term loans.In January 2013, we entered into a loan and security agreement with Silicon Valley Bank providing for a revolving credit facility. The revolvingcredit facility expired unused in July 2016. Our term loan borrowings are collateralized by substantially all of our assets and we are required to meet certainfinancial covenants, including recurring revenue and adjusted quick ratio covenants. The agreement also contains the following negative covenants: •a commitment not to pay dividends or make distributions or payments or to redeem, retire or repurchase our share capital; and •negative pledges by us and our subsidiaries, including with respect to: •limitations on dissolution, any subordinated debt arrangement, mergers, acquisitions, investments, dispositions and transactions withaffiliates not in the ordinary course of business; •limitations on assigning, mortgaging, pledging, granting a security interest or encumbering any of our property (other than permittedliens identified in the agreement); and •restrictions on changes in business, management, ownership, business locations or organizational structure.Failure to meet these financial and other covenants would enable Silicon Valley Bank to demand immediate repayment of all outstanding balancesunder the loan agreement. We were in compliance with all covenants as of March 31, 2017 and 2016.Operating activitiesFor the year ended March 31, 2017, cash provided by operating activities was $32.5 million. The primary factors affecting our operating cash flowsduring the period were our net loss of $5.4 million, adjusted for non-cash items of $11.9 million for depreciation and amortization of our property andequipment and intangible assets, $10.3 million of share-based compensation expense, and $6.5 million in unrealized foreign currency gains on foreigndenominated transactions primarily, intercompany balances. The drivers of the changes in operating assets and liabilities were a $29.1 million increase indeferred revenue, a $4.9 million increase in accrued expenses and other liabilities, a $1.9 million decrease in other assets and a $0.8 million increase inaccounts payable, partially offset by a $11.8 million increase in accounts receivable and a $2.8 million increase in prepaid expenses and other current assets.For the year ended March 31, 2016, cash provided by operating activities was $24.6 million. The primary factors affecting our operating cash flowsduring the period were our net loss of $3.2 million, adjusted for non-cash items of $10.5 million for depreciation and amortization of our property andequipment, $7.9 million of share-based compensation expense, and $1.0 million in net foreign currency gains. The drivers of the changes in operating assetsand liabilities were an $18.6 million increase in deferred revenue and a $4.7 million increase in accrued expenses and other liabilities, partially offset by a$9.8 million increase in accounts receivable, a $2.2 million increase in prepaid expenses and other current assets, a $0.5 million decrease in accounts payableand a $0.4 million increase in other assets.For the year ended March 31, 2015, cash provided by operating activities was $23.2 million. The primary factors affecting our operating cash flowsduring the period were our net income of $0.3 million, adjusted for non-cash charges of $11.0 million for depreciation and amortization of our property andequipment, $5.4 million of share-based compensation expense, and $4.1 million in net foreign currency gains. The drivers of the changes in operating assetsand liabilities were an $11.4 million increase in deferred revenue, a $2.8 million increase in accrued expenses and other liabilities, and a $0.7 milliondecrease in prepaid expenses and other current assets, partially offset by a $4.3 million increase in accounts receivable due primarily to overall growth in ourbusiness.Investing activities Cash used in investing activities of $84.6 million for the year ended March 31, 2017 consisted of $67.6 million in purchases of investments, $18.5million in capital expenditures and $5.6 million in payments related to the iSheriff acquisition partially offset by $7.0 million in maturities of investments. Cash used in investing activities of $14.2 million and $12.6 million for the years ended March 31, 2016 and 2015, respectively, was due to capitalexpenditures. Our capital expenditures were associated primarily with computer equipment purchased in support of our expanding infrastructure and to alesser extent leasehold improvements and office equipment associated with increased headcount.56 Financing activitiesCash used in financing activities of $0.3 million for the year ended March 31, 2017 was primarily due to payments on debt of $4.6 million andpayments on capital lease obligations of $0.2 million, partially offset by $4.5 million of proceeds from exercises of share options. Cash provided by financing activities of $63.8 million for the year ended March 31, 2016 was due primarily to $68.3 million in proceeds from ourIPO, net of issuance costs, and $0.9 million of proceeds from exercises of share options, partially offset by payments on debt of $5.4 million.Cash provided by financing activities of $5.4 million for the year ended March 31, 2015 was due primarily to $8.3 million in proceeds from theissuance of debt, net of issuance costs and $0.6 million in proceeds from exercises of share options, partially offset by $3.5 million of payments on debt.Net operating loss carryforwardsAs of March 31, 2017 and 2016, we had U.K. net operating loss carryforwards of approximately $23.7 million and $10.3 million, respectively that donot expire. As of March 31 2017 and 2016, we had U.S. federal net operating loss carryforwards of approximately $28.0 million and $31.5 million,respectively and U.S. state net operating loss carryforwards of approximately $18.9 million and $24.4 million, respectively that expire at various datesthrough 2037. As of March 31, 2017 and 2016, we had Australian net operating loss carryforwards of approximately $11.9 million and $7.7 million,respectively that do not expire. As of March 31, 2017, the Company had a U.K. income tax credit carryforward of $0.3 million that does not expire and a $0.1million U.S. Federal tax credit that does not expire. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation. The amendments require an entity to recognize all excess taxbenefits and tax deficiencies in connection with share-based compensation as income tax expense or benefit in the income statement. The amendments alsorequire recognizing excess tax benefits regardless of whether the benefit reduces taxes payable in the current period and excess tax benefits will be classifiedas an operating activity in the statement of cash flows. The tax effects of exercised or vested awards will be treated as discrete items in the reporting period inwhich they occur. The amendments are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016.This guidance will be adopted by the Company on April 1, 2018 using a modified retrospective transition method; however the adoption is not expected tohave a material impact to the Company’s deferred tax assets or retained earnings on its consolidated balance sheets.In assessing our ability to realize our net deferred tax assets, we considered various factors including future reversals of existing taxable temporarydifferences, projected future taxable income, tax planning strategies and recent financial operations, to determine whether it is more likely than not that someportion or all of our net deferred tax assets will not be realized. Based upon these factors, we have determined that the uncertainty regarding the realization ofthese assets is sufficient to warrant the need for a full valuation allowance against our net deferred tax assets.Off-balance sheet arrangementsUp to and including the fiscal year ended March 31, 2017, we have not had any relationships with unconsolidated entities or financial partnerships,such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As a result, we are not exposed to related financing, liquidity, market or creditrisks that could arise if we had engaged in those types of arrangements.57 Contractual obligations and commitmentsThe following table represents our contractual obligations as of March 31, 2017, aggregated by type: Payments due in: Total Less than 1 year 1-3 years 3-5 years More than 5 years (in thousands) Debt obligations principal $1,734 $1,734 $— $— $— Debt obligations interest 35 35 — — — Operating lease obligations 46,303 4,743 13,331 8,344 19,885 Capital lease obligations 502 251 251 — — Data center obligations 54,872 14,244 24,795 15,833 — Total $103,446 $21,007 $38,377 $24,177 $19,885 We lease our facilities under non-cancelable operating leases with various expiration dates through October 2027. We have outstanding letters ofcredit of $3.8 million related to certain operating leases.Recently issued and adopted accounting pronouncementsFor information on recent accounting pronouncements, see Recently Issued Accounting Pronouncements in the notes to the consolidated financialstatements appearing elsewhere in this Annual Report on Form 20-F.Critical accounting policies and estimatesOur consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 20-F are prepared in accordance withaccounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementsand the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various otherassumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities thatare not readily apparent from other sources. Changes in accounting estimates are reasonably likely to occur from period to period. Accordingly, actual resultscould differ significantly from our estimates. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differencesbetween our estimates and our actual results, our future financial statement presentation, financial condition, results of operations and cash flows will beaffected.We believe that of our significant accounting policies, which are described in Note 2 to the notes to our consolidated financial statements includedelsewhere in this Annual Report on Form 20-F, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, theseare the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of ouroperations.Revenue RecognitionWe derive our revenue from two sources: (1) subscription revenues, which are comprised of subscription fees from customers accessing our cloudservices and from customers purchasing additional support beyond the standard support that is included in the basic subscription fees; and (2) relatedprofessional services and other revenue, which consists primarily of set-up and ingestion fees as well as training fees.We recognize revenue when all of the following conditions are satisfied: •there is persuasive evidence of an arrangement; •the service has been or is being provided to the customer; •the collection of the fees is probable; and •the amount of fees to be paid by the customer is fixed or determinable.Our subscription arrangements provide customers the right to access our hosted software applications. Customers do not have the right to takepossession of our software during the hosting arrangement. Accordingly, we recognize revenue in accordance with ASC 605, Revenue Recognition, and StaffAccounting Bulletin (SAB) No. 104, Revenue Recognition.58 We sell our products and services directly through our sales force and also indirectly through third-party resellers. In accordance with the provisions ofASC 605, we have considered certain factors in determining whether the end-user or the third-party reseller is our customer in arrangements involvingresellers. We concluded that in the majority of transactions with resellers, the reseller is our customer. In these arrangements, we considered that it is thereseller, and not us, that has the relationship with the end-user. Specifically, the reseller has the ability to set pricing with the end-user and the credit risk withthe end-user is borne by the reseller. Further, the reseller is not obligated to report its transaction price with the end-user to us, and in the majority oftransactions, we are unable to determine the amount paid by the end-user customer to the reseller in these transactions. As a result of such considerations,revenue for these transactions is presented in the accompanying consolidated statements of operations based upon the amount billed to the reseller. Fortransactions where we have determined that the end-user is the ultimate customer, revenue is presented in the accompanying consolidated statements ofoperations based on the transaction price with the end-user.We recognize subscription and support revenue ratably over the term of the contract, typically one year in duration, beginning on the commencementdate of each contract.Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenuerecognition criteria have been met.Our professional services contracts are on a time and material basis. When these services are not combined with subscription revenues as a single unitof accounting, as discussed below, we recognize these revenues as the services are rendered.Revenue is presented net of any taxes collected from customers.We may enter into arrangements with multiple-deliverables that generally include multiple subscriptions, premium support and professional services.For arrangements with multiple deliverables, we evaluate each deliverable to determine whether it represents a separate unit of accounting based on thefollowing criteria: (a) whether the delivered item has value to the customer on a stand-alone basis; and (b) if the contract includes a general right of returnrelative to the delivered item, whether delivery or performance of the undelivered items is considered probable and substantially within our control.If the deliverables are determined to qualify as separate units of accounting, consideration is allocated to each unit of accounting based on the units’relative selling prices. We determine the relative selling price for a deliverable based on its vendor-specific objective evidence of fair value, or VSOE, ifavailable, or its best estimate of selling price, if VSOE is not available. We have determined that third-party evidence of selling price is not a practicalalternative due to differences in our service offerings compared to other parties and the availability of relevant third-party pricing information. The amount ofrevenue allocated to delivered items is limited by contingent revenue, if any.Subscription services have standalone value as such services are often sold separately. In determining whether professional services sold together withthe subscription services have standalone value, we consider the following factors for each professional services agreement: availability of the services fromother vendors, the nature of the professional services, the determination that customers cannot resell the services that Mimecast provides, the timing of whenthe professional services contract was signed in comparison to the subscription service start date and the contractual dependence of the subscription serviceon the customer’s satisfaction with the professional services work. Professional services sold at the time of the multiple-element subscription arrangementtypically include customer set-up and ingestion services. To date, we have concluded that all of these professional services included in executed multiple-deliverable arrangements do not have standalone value and are therefore not considered separate units of accounting. These professional services arepurchased by customers only in contemplation of, or in concert with, purchasing one of our hosted subscription solutions and, therefore, are not considered asubstantive service, such that the provision of such service does not reflect the culmination of the earnings process. Mimecast does not sell these serviceswithout the related underlying primary subscription as there would be no practical interest or need on the behalf of a customer to buy these services withoutthe underlying subscription. We do not have any knowledge of other vendors selling these services on a stand-alone basis and there is no way for an end-userto resell the deliverable. Accordingly, the deliverables within the arrangement including both subscription services and other professional services areaccounted for as a single unit of accounting. On these occasions, revenue for the professional services deliverables in the arrangement is recognized on astraight-line basis over the contractual term or the average customer life, as further described below.Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described aboveand is recognized as the revenue recognition criteria are met. In addition, deferred revenue consists of amounts paid by customers related to upfront set-up oringestion fees. Revenue related to such services is recognized over the contractual term or the average customer life, whichever is longer. The estimatedcustomer life has been determined to be five years.59 Deferred revenue that is expected to be recognized during the succeeding twelve month period is recorded as current deferred revenue and theremaining portion is recorded as non-current in the accompanying consolidated balance sheets.Income taxesWe are subject to income tax in the United Kingdom, the United States and other international jurisdictions, and we use estimates in determining ourprovision for income taxes. We account for income taxes in accordance with ASC 740, Income Taxes. ASC 740 is an asset and liability approach that requiresrecognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the carrying amounts of assetsand liabilities for financial reporting purposes and their respective tax basis, and for net operating loss and tax credit carryforwards. ASC 740 requires avaluation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assetswill not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxabletemporary differences, projected future taxable income, tax planning strategies and recent financial operations. Realization of deferred tax assets is dependentupon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuationallowance.We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by thetax authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such position are thenmeasured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. As of March 31, 2017 and 2016, we did nothave any uncertain tax positions that would impact our net tax provision if recognized.Accounting for share-based compensation awardsWe account for share-based compensation awards in accordance with the provisions of ASC 718, Compensation—Stock Compensation, which requiresthe recognition of expense related to the fair value of share-based compensation awards in the statements of operations. For share options issued under ourshare-based compensation plans to employees and members of our Board of Directors for their services as directors, the fair value of each option grant isestimated on the date of grant, and an estimated forfeiture rate is used when calculating share-based compensation expense for the period. For restricted shareawards and restricted share units issued under our share-based compensation plans, the fair value of each grant is calculated based on the fair value of ourordinary shares on the date of grant. For service-based awards, we recognize share-based compensation expense on a straight-line basis over the requisiteservice period of the award. For awards subject to both performance and service-based vesting conditions, we recognize share-based compensation expenseusing an accelerated recognition method when it is probable that the performance condition will be achieved. Forfeitures are required to be estimated at thetime of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For share-based awards classified as liabilities,we account for such liability such that the compensation expense will be remeasured at each reporting date until such award is settled.Certain awards granted by us are subject to service-based vesting conditions and a performance-based vesting condition based on a liquidity event,defined as either a change of control or an initial public offering. As a result, no compensation cost related to share-based awards with these performanceconditions had been recognized through the date of our IPO, which occurred in November 2015, as we had determined that a liquidity event was notprobable. Since the closing of our IPO, share-based compensation expense for these equity-awards has been recognized using the accelerated attributionmethod over the remaining service period.We estimate the fair value of employee share options on the date of grant using the Black-Scholes option-pricing model, which requires the use ofhighly subjective estimates and assumptions. We estimate the expected term of options for service-based awards utilizing the “Simplified Method,” as we donot have sufficient historical share option exercise information on which to base its estimate. The Simplified Method is based on the average of the vestingtranches and the contractual life of each grant. In addition, the expected term for certain share-based awards which are subject to service-based andperformance-based vesting conditions, is based on management’s estimate of the period of time for which the instrument is expected to be outstanding,factoring in certain assumptions such as the vesting period of the award, length of service and/or the location of the employee. The risk-free interest rate isbased on a treasury instrument whose term is consistent with the expected life of the share option. Since there was no public market for our ordinary sharesprior to the IPO and as our shares have been publicly traded for a limited time, we determined the expected volatility for options granted based on an analysisof reported data for a peer group of companies that issue options with substantially similar terms. The expected volatility of options granted has beendetermined using an average of the historical volatility measures of this peer group of companies. We use an expected dividend rate of zero as we currentlyhave no history or expectation of paying dividends on our ordinary shares. In addition, we have estimated expected forfeitures of share options based on ourhistorical forfeiture rate and used these rates in developing a future forfeiture rate. If our actual forfeiture rate varies from our historical rates and estimates,additional adjustments to compensation expense may be required in future periods. Since the IPO, the fair value of our ordinary shares at the time of eachgrant of a share-based award have been based on the market value at the time of each grant.60 Prior to the IPO, in the absence of an active market for our ordinary shares, the Board of Directors, the members of which we believe have extensivebusiness, finance, and venture capital experience, were required to estimate the fair value of the our ordinary shares at the time of each grant of a share-basedaward. We and the Board of Directors utilized various valuation methodologies in accordance with the framework of the American Institute of CertifiedPublic Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of itsordinary shares. Each valuation methodology included estimates and assumptions that required our judgment. These estimates and assumptions include anumber of objective and subjective factors, in determining the value of our ordinary shares at each grant date, including the following factors: (1) prices paidfor our convertible preferred shares, which we had sold to outside investors in arm’s-length transactions, and the rights, preferences, and privileges of ourconvertible preferred shares and ordinary shares; (2) valuations performed by an independent valuation specialist; (3) our stage of development and revenuegrowth; (4) the fact that the grants of share-based awards involved illiquid securities in a private company; and (5) the likelihood of achieving a liquidityevent for the ordinary shares underlying the share-based awards, such as an IPO or sale of the Company, given prevailing market conditions.We believe this methodology to be reasonable based upon our internal peer company analyses, and further supported by several arm’s-lengthtransactions involving the convertible preferred shares. As our ordinary shares were not actively traded prior to the IPO, the determination of fair valueinvolves assumptions, judgments and estimates. If different assumptions were made, share-based compensation expense, consolidated net (loss) income andconsolidated net (loss) income per share could have been significantly different.The following table presents the weighted-average assumptions used to estimate the fair value of options granted to employees during each of theperiods indicated below: Year ended March 31, 2017 2016 2015 Expected term (in years) 6.1 6.2 6.3 Risk-free interest rate 2.1% 2.0% 3.1%Expected volatility 41.0% 42.7% 52.6%Expected dividend yield —% —% —%Estimated grant date fair value per ordinary share $20.22 $9.80 $7.20 JOBS ActThe JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” As an“emerging growth company,” we have irrevocably elected not to take advantage of the extended transition period afforded by the JOBS Act for theimplementation of new or revised accounting standards, and as a result, we will comply with new or revised accounting standards on the relevant dates onwhich adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to not takeadvantage of the extended transition period for complying with new or revised accounting standards is irrevocable. In addition, we are in the process ofevaluating the benefits of relying on the other exemptions and reduced reporting requirements provided by the JOBS Act.Subject to certain conditions set forth in the JOBS Act, if as an “emerging growth company” we choose to rely on such exemptions, we may not berequired to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company AccountingOversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and thefinancial statements (auditor discussion and analysis), or (iv) disclose certain executive compensation-related items such as the correlation between executivecompensation and performance and comparisons of our chief executive officer’s compensation to median employee compensation.These exemptions apply for a period of five years following the completion of our IPO, which occurred in November 2015 or until we no longer meetthe requirements of being an “emerging growth company,” whichever is earlier.C. Research and Development, Patents and LicensesSee “Item 4. Information on the Company—Business Overview—Intellectual Property” and “Item 5. Operating and Financial Review and Prospects.”61 D. Trend InformationSee “Item 5. Operating and Financial Review and Prospects.”E. Off-Balance Sheet ArrangementsSee “Item 5. Operating and Financial Review and Prospects.”F. Tabular Disclosure of Contractual ObligationsSee “Item 5. Operating and Financial Review and Prospects.”G. Safe HarborSee “Special Note Regarding Forward-Looking Statements.”ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior ManagementThe following table sets forth the names, ages and positions of our executive officers and directors. Unless otherwise indicated, the business address ofall of our executive officers and directors is CityPoint, One Ropemaker Street, Moorgate, London, EC2Y 9AW, United Kingdom. Name Age PositionExecutive Officers and Employee Directors: Peter Bauer 43 Chief Executive Officer and ChairmanPeter Campbell 52 Chief Financial OfficerNeil Murray 49 Chief Technology Officer and DirectorEdward Jennings 47 Chief Operating OfficerRobert P. Nault 53 Senior Vice President, General Counsel and SecretaryNon-Employee Directors: Christopher FitzGerald (1)(3) 71 DirectorAron Ain (2) (3) 59 DirectorNorman Fiore (1) 46 DirectorJeffrey Lieberman (2)(3) 43 DirectorHagi Schwartz (1)(2) 55 Director (1)Member of the audit committee.(2)Member of the compensation committee.(3)Member of the nominating and corporate governance committee.The following sets forth biographical information regarding our executive officers and directors. There are no family relationships among theexecutive officers or directors nor are there any family relationships between any executive officer and directors.Executive Officers and Employee DirectorsPeter Bauer has served as our Chief Executive Officer and a member of our board of directors since co-founding our company in 2003. Prior to that,Mr. Bauer was a Managing Director at Idion Solutions Pty in Cape Town, South Africa, a software integration and development company that acquired FABTechnology (Pty), a company that he co-founded in 1997. We believe Mr. Bauer is qualified to serve on our board of directors because of his extensiveknowledge and experience as the chief executive officer of our company, as well as the industry in which we compete.Peter Campbell has served as our Chief Financial Officer since 2006, and from 2007 to 2016, Mr. Campbell served as a member of our board ofdirectors. Prior to joining Mimecast, Mr. Campbell served as the Chief Financial Officer of SR Telecom Inc. where he was employed from 2002 to 2006. From1998 to 2002, Mr. Campbell was an auditor at Ernst & Young in Montreal, Canada. Mr. Campbell holds a Bachelor of Commerce and a Graduate Diploma inaccounting from Concordia University.62 Neil Murray has served as our Chief Technology Officer and a member of our board of directors since co-founding our company in 2003. Prior to that,Mr. Murray served as the Chief Technical Officer of Global Technology Services, a South African provider of business information solutions that acquiredPro Solutions (Prosol Group Pty), a software development company that he co-founded in 1992. We believe Mr. Murray is qualified to serve on our board ofdirectors because of his extensive knowledge and experience with our company and its technologies, as well as the industry in which we compete.Edward Jennings has served as our Chief Operating Officer since August 2015. From January 2014 to August 2015, Mr. Jennings was the ChiefMarketing Officer of Veracode, Inc., a provider of cloud-based application security, where he also served as Executive Vice President of Sales and Servicesfrom February 2012 to December 2013. Prior to that, from February 2011 to January 2012, Mr. Jennings was General Manager at ADP, Inc. (NASDAQ: ADP),a provider of business outsourcing solutions. From August 2008 to December 2010, Mr. Jennings was the Chief Executive Officer of Copanion, Inc., where healso served as Senior Vice President of Sales and Marketing from July 2007 to July 2008. Mr. Jennings holds a Masters of Business Administration fromNorthwestern University and a Bachelor of Arts from Boston College.Robert P. Nault has served as our Senior Vice President and General Counsel since September 2016. From May 2014 to May 2016, he served as SeniorVice President, General Counsel and Secretary of Constant Contact, Inc., a provider of email marketing software, where he also served as Vice President,General Counsel and Secretary from March 2007 to May 2014 and as interim Chief Financial Officer from March 2010 to July 2010. Prior to that, Mr. Naultserved as Senior Vice President, General Counsel and Secretary of RSA Security Inc., a provider of e-security technology solutions, from November 2005until November 2006 following its acquisition by EMC Corporation in September 2006. Prior to that, Mr. Nault was Vice President and General Counsel ofMed-i-Bank, Inc., a provider of software and services for electronic benefit payments, from October 2004 to July 2005; Legal Consultant and Vice Presidentand General Counsel of ON Technology Corporation, an enterprise software company, from 2001 to 2004; and Senior Vice President and General Counsel ofThe Pioneer Group, Inc., a financial services and alternative investments company, from 1995 to 2000. Before joining Pioneer, Mr. Nault was a member of thecorporate department of Hale and Dorr LLP (now Wilmer Cutler Pickering Hale and Dorr LLP). Mr. Nault holds a Bachelor of Arts from the University ofRhode Island and a Juris Doctorate from Boston University School of Law.Non-Executive DirectorsAron Ain joined our board of directors on April 1, 2017. Mr. Ain has served as the Chief Executive Officer and a member of the board of directors ofKronos Incorporated since 2005. Mr. Ain joined Kronos, a leading global provider of workforce management and human capital management cloudsolutions, in 1979 and held several leadership roles at the company prior to becoming Chief Executive Officer. He serves on the Board of Trustees ofHamilton College, on the Trustee Advisory Board of Beth Israel Deaconess Medical Center, and as Vice Chairman of the Massachusetts High TechnologyCouncil. Mr. Ain holds a Bachelor of Arts in economics and government from Hamilton College. He has also participated in a series of executive educationprograms, including the AEA/Stanford Executive Institute at Stanford University. We believe that Mr. Ain is qualified to serve on our board of directorsbecause of his extensive experience as chief executive officer of a global company. Christopher FitzGerald has served as a member of our board of directors since 2007. Mr. FitzGerald served as a non-executive director of CityMerchants High Yield Trust, a London based investment company (LON: CMHY), and The Intercare Group, a U.K. pharmaceuticals business. Mr. FitzGeraldwas also a member of the Committee of Executive Directors and General Counsel at NatWest Group plc. Before that, Mr. FitzGerald was a partner in theLondon law firm Slaughter and May, where he specialized in advising major financial services businesses. Mr. FitzGerald holds a Master of Arts inJurisprudence from Oxford University. We believe that Mr. FitzGerald is qualified to serve on our board of directors because of his extensive business,financial and legal experience.Norman Fiore has served as a member of our board of directors since 2009. Mr. Fiore currently serves as a General Partner at Dawn Capital, a venturecapital firm that he co-founded in 2007. Prior to co-founding Dawn, Mr. Fiore was a Partner at the Reuters Greenhouse Fund where he co-managed one of thelargest global corporate technology funds. Prior to that, Mr. Fiore worked at Bain & Company in the Telecoms and Private Equity groups. Mr. Fiore currentlyserves on the board of directors of several private companies. Mr. Fiore holds a Bachelor of Science in industrial engineering and a Bachelor of Arts inquantitative economics from Stanford University and a Master of Business Administration from INSEAD Business School. We believe Mr. Fiore is qualifiedto serve on our board of directors because of his experience as a seasoned investor in our industry.Jeffrey Lieberman has served as a member of our board of directors since 2012. Mr. Lieberman is currently a Managing Director of the venture capitalfirm Insight Venture Partners, which he joined in 1998. Prior to joining Insight, Mr. Lieberman was a management consultant at McKinsey & Company,where he focused on strategic and operating issues in the financial services, technology and consumer products industries. Mr. Lieberman currently serves asa director of several private companies.63 Mr. Lieberman holds a Bachelor of Applied Sciences in systems engineering and a Bachelor of Arts degree in economics from the University of Pennsylvania.We believe Mr. Lieberman is qualified to serve on our board of directors because of his experience as a seasoned investor in our industry.Hagi Schwartz has served as a member of our board of directors since July 2015. In 2005, Mr. Schwartz founded Magnolia Capital, an investmentadvisory firm, where he served as Managing Director. Mr. Schwartz is also a Venture Partner at Western Technology Investment, which he joined in 2011.Previously, Mr. Schwartz was the Chief Financial Officer of several public and private technology companies including HyperRoll, Inc., ATRICA, Inc.,Noosh, Inc., and Check Point Software Technologies. Mr. Schwartz currently serves on the board of directors of Silicon Graphics International Corp. Inaddition, Mr. Schwartz has served on the board of directors of BigFix, TUI University and two other private companies. Mr. Schwartz has a Bachelor of Arts inEconomics and Accounting from Bar Ilan University. We believe Mr. Schwartz is qualified to serve on our board of directors because of his financialexpertise, his significant audit and financial reporting knowledge, his seasoned business perspective and his prior experience as an executive and on boardsof other prominent technology companies.Bernard Dallé, who had served as one of our directors since 2009 resigned from our board of directors on April 1, 2017, concurrent with the election ofAron Ain. Mr. Dallé informed us that his decision to resign from the board of directors was personal and did not result from a disagreement with us on anymatter relating to our operations, policies or practices.B. CompensationDirectors’ and Executive Management CompensationThe aggregate compensation awarded to, earned by and paid to our current directors and executive officers, including share-based compensation, forthe fiscal year ended March 31, 2017, was $7.5 million. The above also includes the estimated fair value of share-based compensation in the amount of $4.4million issued in the fiscal year ended March 31, 2017 in the form of options to purchase an aggregate of 460,000 ordinary shares and restricted share unitstotaling 14,190. Share options to purchase ordinary shares were issued in October 2016 and February 2017 and had exercise prices of $19.28 and $21.83 pershare, respectively and expire 10 years after the date of grant. Restricted share units in the aggregate of 14,190 were issued to non-employee directors inOctober 2016. The total amounts accrued to provide severance, retirement, annual leave and recuperation or similar benefits or expenses for our directors andexecutive officers for the fiscal year ended March 31, 2017 was $0.6 million.C. Board practicesBoard CompositionWe comply with the NASDAQ Stock Market rule that a majority of our directors be independent. Our board of directors has determined that all of ourdirectors, other than our Chief Executive Officer and Chief Technology Officer, are independent under such rules.Our board of directors is responsible for overall corporate governance and for supervising the general affairs and business of our company and itssubsidiaries.Our board of directors currently believes that our company is best served by combining the roles of Chairman of the Board and Chief ExecutiveOfficer, coupled with a lead independent director. Our board of directors believes that as Chief Executive Officer, Mr. Bauer is the director most familiar withour business and industry and most capable of effectively identifying strategic priorities and leading discussion and execution of strategy. Our independentdirectors bring experience, oversight and expertise from outside our company, while our Chief Executive Officer brings company-specific experience andexpertise. Our board of directors believes that the combined role of Chairman and Chief Executive Officer is the best leadership structure for us at the currenttime as it promotes the efficient and effective development and execution of our strategy and facilitates information flow between management and our boardof directors. The board of directors recognizes, however, that no single leadership model is right for all companies at all times. Our corporate governanceguidelines provide that the board of directors should be free to choose a chairperson of the board based upon the board’s view of what is in the best interestsof our company. Accordingly, the board of directors periodically reviews its leadership structure.64 Christopher FitzGerald serves as lead independent director. As the lead independent director, Mr. FitzGerald is responsible for coordinating theactivities of the independent directors. Among other things, the lead independent director has the following specific responsibilities: •preside at all meetings of the board of directors at which the chairperson is not present, including executive sessions of the independentdirectors; •call special meetings of the independent directors; •act as the principal liaison between the independent directors and the chairperson of the board; •approve meeting schedules to assure that there is sufficient time for discussion of all agenda items and approve meeting agendas for the boardof directors and its committees; •approve information sent to the board; and •perform such other duties as the board of directors may from time to time delegate to the lead independent director.Role of Board in Risk Oversight ProcessRisk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management topromote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic andoperational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focuseddiscussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular boardmeetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken bymanagement to mitigate or eliminate such risks.Corporate Governance and Committees of the BoardCorporate governanceThe Sarbanes-Oxley Act, as well as related rules subsequently implemented by the SEC, requires foreign private issuers, including our company, tocomply with various corporate governance practices. In addition, NASDAQ rules provide that foreign private issuers may follow home country practice inlieu of the NASDAQ corporate governance standards, subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S.federal securities laws. We currently do not, and do not intend to, take advantage of any such exemptions.We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable requirements of the rules adoptedby the SEC, but expect to transition to domestic issuer status following the fiscal year ending March 31, 2018.Because we are a foreign private issuer, our directors and executive officers are not subject to short-swing profit and insider trading reportingobligations under Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or Exchange Act. They will, however, be subject to the obligations toreport changes in share ownership under Section 13 of the Exchange Act and related SEC rules.65 Committees of the boardWe have established an audit committee, a compensation committee and a nominating and corporate governance committee and have a charter foreach of these committees, current copies of which are available at the investor relations section of our website at www.mimecast.com.Audit committeeThe members of our audit committee are Hagi Schwartz, Norman Fiore and Christopher FitzGerald. Hagi Schwartz is the chair of the audit committee.Our audit committee’s responsibilities include: •appointing, approving the compensation of, and assessing the independence, objectivity and effectiveness of our independent registeredpublic accounting firm; •overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from thatfirm; •monitoring the integrity of our financial statements by reviewing and discussing with management and our independent registered publicaccounting firm our annual and quarterly financial statements and related disclosures; •reviewing and monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct; •overseeing our risk assessment and risk management policies; •establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt andretention of accounting related complaints and concerns; •meeting independently with our internal auditing staff, if any, our independent registered public accounting firm and management; and •reviewing and approving or ratifying any related person transactions.All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firmmust be approved in advance by our audit committee.Our board of directors has determined that Hagi Schwartz is an “audit committee financial expert” as defined in Item 16A of Form 20-F.In order to satisfy the independence criteria for audit committee members set forth in Rule 10A-3 under the Exchange Act, each member of an auditcommittee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other boardcommittee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwisebe an affiliated person of the listed company or any of its subsidiaries. We believe that the composition of our audit committee meets the requirements forindependence under current NASDAQ and SEC rules and regulations.Compensation committeeThe members of our compensation committee are Jeffrey Lieberman, Aron Ain and Hagi Schwartz. Jeffrey Lieberman is the chair of the compensationcommittee. Our compensation committee’s responsibilities include: •reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our directors andexecutive management; •overseeing an evaluation of our executive management; and •overseeing and administering our employee share option scheme or equity incentive plans in operation from time to time.66 In order to satisfy the independence criteria for compensation committee members set forth in Rule 10C-1 under the Exchange Act, all factorsspecifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent frommanagement in connection with the duties of a compensation committee member must be considered, including, but not limited to: (1) the source ofcompensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (2) whether thedirector is affiliated with the company or any of its subsidiaries or affiliates. We believe the composition of our compensation committee meets therequirements for independence under current NASDAQ and SEC rules and regulations.Nominating and corporate governance committeeThe members of our nominating and corporate governance committee are Christopher FitzGerald, Aron Ain and Jeffrey Lieberman. ChristopherFitzGerald is the chair of the nominating and corporate governance committee. Our nominating and corporate governance committee’s responsibilitiesinclude: •identifying individuals qualified to become members of our board of directors; •recommending to our board of directors the persons to be nominated for election as directors and to each of our board’s committees; •reviewing and making recommendations to our board with respect to our board leadership structure; •reviewing and making recommendations to our board with respect to management succession planning; and •developing and recommending to our board of directors corporate governance principles.Code of business conduct and ethicsWe have adopted a Code of Business Conduct and Ethics applicable to all of our directors, executive officers and employees, including our chiefexecutive officer, chief financial officer, controller or principal accounting officer, or other persons performing similar functions, which is a “code of ethics”as defined in Item 16B of Form 20-F promulgated by the SEC. The full text of the Code of Business Conduct and Ethics is posted on the investor relationssection of our website at www.mimecast.com.If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of theCode of Business Conduct and Ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules andregulations of the SEC. Under Item 16B of Form 20-F, if a waiver or amendment of the Code of Business Conduct and Ethics applies to our principalexecutive officer, principal financial officer, principal accounting officer or controller and relates to standards promoting any of the values described inItem 16B of Form 20-F, we are required to disclose such waiver or amendment on our website in accordance with the requirements of Instruction 4 to suchItem 16B.Employment and Consulting AgreementsExecutive managementEach of Peter Bauer and Peter Campbell has an amended and restated employment agreement with Mimecast North America, Inc. and we have aservice agreement with Neil Murray. These agreements each contain customary provisions regarding non-competition, non-solicitation, confidentiality ofinformation and assignment of inventions. The amended and restated employment agreements with each of Messrs. Bauer and Campbell provide for up to 12months of base salary continuation and health insurance premiums in the event that the executive’s employment is terminated by us without “cause” or theexecutive resigns for “good reason.” In the event that such termination occurs within 12 months following a “change in control,” the executive will beentitled to receive a payment equal to 12 months of his then-current base salary (or his base salary in effect immediately prior to the change in control, ifhigher) plus his target bonus, up to 12 months of health insurance premiums and full acceleration of all equity awards. Receipt of the severance payments andbenefits described above is conditioned upon the execution and effectiveness of a separation agreement, including a general release of claims in our favor. Inaddition, the amended and restated employment agreements provide that upon a change in control, 50% of the shares underlying all equity awards held byeach of Messrs. Bauer and Campbell will accelerate and vest. Pursuant to the terms of the service agreement with Mr. Murray, we and Mr. Murray are eachobligated to provide the other party with four months’ written notice to terminate the employment relationship. Alternatively, in lieu of providing fourmonths’ notice, we may elect to pay Mr. Murray a lump sum equal to his base salary, bonus and benefits for the notice period. Such notice period andtermination benefits do not apply in the event that Mr. Murray is terminated by us for any one of the reasons enumerated in his service agreement. Under theterms of Mr. Jennings’ offer letter, he is entitled to six months of base salary continuation and health insurance premiums in the event that his employment isterminated by us without “cause, ” subject to the execution by Mr. Jennings of a satisfactory release of claims. In addition, his offer letter provides that upona “change in control,”67 50% of the shares underlying all unvested equity awards held by him will accelerate and vest. If he is terminated without “cause” or for certain other reasonswithin 12 months of such change in control, all remaining unvested equity awards will accelerate and vest. Under the terms of Mr. Nault’s offer letter, he isentitled to nine months of base salary and target bonus continuation and health insurance premiums in the event that his employment is terminated by us or asuccessor company without “cause” or he resigns for “good reason,” subject to the execution by Mr. Nault of a satisfactory release of claims. In addition, hisoffer letter provides that upon a “change in control,” 50% of the shares underlying all unvested equity awards held by him will accelerate and vest. If he isterminated without “cause” or he resigns for “good reason” within 12 months of such change in control, all remaining unvested equity awards will accelerateand vest. Non-executive directorsPrior to our initial public offering, each of the members of our board of directors was elected pursuant to a subscription and shareholders’ agreementamong us and certain of our existing shareholders. See “Major Shareholders and Related Party Transactions—Subscription and Shareholders’ Agreement.”That agreement terminated by its terms upon completion of our IPO, and there are no agreements between us and our shareholders governing the election ofour directors.Employee Share PlansThe equity incentive plans described in this section are the Mimecast Limited 2007 Key Employee Share Option Plan, or the 2007 Plan, the MimecastLimited 2010 EMI Share Option Scheme, or the 2010 Plan, the Mimecast Limited Approved Share Option Plan, or the Approved Plan, the Mimecast Limited2015 Share Option and Incentive Plan, or the 2015 Plan, and the Mimecast Limited 2015 Employee Share Purchase Plan, or the ESPP. Prior to our IPO, wegranted awards to eligible participants under the 2007 Plan, the 2010 Plan and the Approved Plan. Since the completion of our IPO, we have granted andexpect to continue to grant awards to eligible participants under the 2015 Plan and our Board has authorized that the first six-month offering period under theESPP will commence on July 1, 2017. We no longer grant awards under the 2007 Plan, the 2010 Plan and the Approved Plan.2007 PlanOur 2007 Plan was adopted by our board of directors on September 3, 2007. The maximum market value of shares (as of the date of grant) subject tounexercised Enterprise Management Incentive, or EMI, options granted under the 2007 Plan together with the 2010 Plan may not exceed £3 million. The2007 Plan provides only for the granting of options to acquire Class B ordinary shares to our key employees and the key employees of our subsidiaries.The 2007 Plan is administered by the non-executive members of our board of directors or a committee (administrator), who has the full power tointerpret the 2007 Plan and to establish the rules and regulations applying to it and to make all other determinations they deem necessary or useful for theadministration of the 2007 Plan, subject to applicable law. The option price of each option granted under the 2007 Plan was determined by the administratorof the 2007 Plan at the time the option was granted.The 2007 Plan provides that, in the event of a change of control (as defined in the 2007 Plan) by way of trade sale, unless and to the extent that theadministrator determines that the circumstances justify vesting and/or exercisability of a greater proportion of the unvested shares, (i) 75% of the sharesunderlying outstanding unvested options shall vest and the remaining 25% of the unvested option shares shall immediately lapse and (ii) options shall beexercisable to the extent that they have then vested and to the extent that any applicable performance conditions have then been satisfied. In such event,unless the acquirer provides for the replacement of such options, exercisable options may be exercised (a) on the same day as, and immediately prior to, thechange of control becoming effective, (b) if the person making the offer so requests or makes it a condition of the offer that one or more optionholders islocked-in and the board of directors agreed to such request or requirement, in the 12-month period commencing no later than the date on which the acquirergains control of us and any condition subject to which the offer was made has been satisfied or (c) in the absence of any such request or requirement, or if theboard of directors does not agree to such request or requirement, within six months, or such longer period as the board of directors may determine (but in noevent longer than 12 months), following the day on which the acquirer gains control of us and any condition subject to which the offer was made has beensatisfied. Notwithstanding termination of an optionholder’s employment, any options vested at the time of a change of control shall immediately becomeexercisable for such period as the board of directors determined in its absolute discretion and acting fairly and reasonably if the board of directors determinesthat the termination is directly related to the change of control and exercisability is justified in the circumstances. Under the 2007 Plan, upon the listing ofour shares on a recognized securities exchange that occurred on November 19, 2015, 100% of the unvested portion of options granted under the 2007 Planvested and, unless the board of directors determines that the circumstances justify the exercisability of a greater proportion, 25% of the shares underlyingoptions were exercisable immediately upon the listing, 50% of the shares underlying options were exercisable 12 months following the date of the listing and25% of the shares underlying options will become exercisable 24 months following the date of the listing.68 The administrator may amend the 2007 Plan but no such action may adversely affect the terms of outstanding options under the 2007 Plan without theconsent of the holders of 75% of the option shares then outstanding, whether vested or unvested.2010 PlanOur 2010 Plan was approved by our board of directors on March 23, 2010 and was most recently amended on April 28, 2015. The maximum value ofshares subject to unexercised EMI options granted under the 2010 Plan together with the 2007 Plan may not exceed £3 million. The number of shares overwhich an EMI option may be granted to any one eligible employee is limited such that the total value of shares subject to unexercised EMI options grantedby us or any group company does not exceed £1 less than £250,000.The 2010 Plan is administered by our board of directors. The 2010 Plan permits us to make grants of (i) EMI options to our employees and employeesof any qualifying subsidiary (as defined in the 2010 Plan) whose committed time (as defined in the 2010 Plan) amounts to at least 25 hours a week or, if less,75% of his or her working time and who do not have a material interest (as defined in the 2010 Plan) in us or any of our subsidiaries and (ii) unapprovedoptions to our employees and the employees of our subsidiaries. The option price of each option may not be less than the market value of the Class Bordinary shares on the date of grant and, in the case of an option that is a right to subscribe for Class B ordinary shares, may not be less than the nominalvalue of such shares. The term of each option may not exceed 10 years from the date of grant. Options granted under the 2010 Plan generally are notexercisable until the occurrence of an exit event, such as a corporate takeover, reconstruction, liquidation or sale of the business.Under the 2010 Plan, options became vested in full immediately after our shares were admitted to listing on a recognized securities exchange. Suchoptions became exercisable as to 25% of the underlying shares immediately following the admission date, 50% of the underlying shares on the firstanniversary of the admission date and 25% of the underlying shares on the second anniversary of the admission date. However, options granted on or afterMay 13, 2014 to U.S. and South African participants shall continue vesting as set forth in the option award agreement.The 2010 Plan provides that, in the event that a person obtains control (as defined in the 2010 Plan) of our company as a result of (i) making an offerto acquire the whole of our issued share capital that is made on a condition such that, if satisfied, the person will have control of the company or(ii) negotiating a share sale and purchase agreement with our shareholders that contemplates that the person will obtain control of the company uponcompletion, 75% of the unvested shares underlying options under the 2010 Plan shall vest and the remaining 25% of the option shares will only beexercisable if the directors determine that the circumstances so justify. If replacement options are offered to optionholders under the 2010 Plan by theacquiring company in relation to vested options, and an optionholder does not agree to release the vested options and accept a replacement option, the boardof directors shall determine whether such vested options shall be exercisable or whether they shall lapse. If replacement options are not offered to alloptionholders, then vested options shall become exercisable in either of the following exercise periods, as determined by the administrator: (i) immediatelybefore a change of control becoming unconditional or (ii) during the one-month exercise period starting at a date to be determined by the administrator (butin any event such period shall take place before the 12-month period following the date the change of control becomes unconditional).Options may be exercised, to the extent vested, within 39 days of a court sanctioning a scheme of reconstruction (as defined in the 2010 Plan) or a saleof the business (as defined in the 2010 Plan).The number of shares underlying options and the option price thereof shall be adjusted appropriately following any capitalization issue, rights issue,subdivision, consolidation or reduction of share capital. Our board of directors may amend or add rules to the 2010 Plan or impose additional conditions orrequirements on options or the terms on which Class B ordinary shares are acquired; provided, however, no amendments may be made that would have theeffect of causing EMI options to cease to be EMI options and no amendment may be made unless, (i) where the rights are enjoyed by a single optionholderand not by any other optionholder or class of optionholders, such optionholder provides written consent or, (ii) where the rights are enjoyed by alloptionholders or any class of optionholders, with the consent of 75% of the shares underlying outstanding options.The 2010 Plan shall automatically terminate on the tenth anniversary of its adoption date and our board of directors may terminate the 2010 Plan atany earlier time.69 Approved PlanOur Approved Plan was approved by our board of directors on October 24, 2012 and was approved by HM Revenue & Customs on November 14,2012. It was most recently amended on April 28, 2015. The number of shares over which an option may be granted to any one eligible employee is limitedsuch that the total market value of shares subject to unexercised options held by such person under the Approved Plan or any other share option planapproved by HM Revenue & Customs and adopted by us or any other associated company (as defined in the Approved Plan) shall not exceed £30,000.The Approved Plan is administered by our board of directors and permits us to make grants of options to purchase our Class B ordinary shares to full-time directors or employees of subsidiaries (as defined in the Approved Plan). The term of each option may not exceed 10 years from the date of grant.Except in certain limited circumstances, options under the Approved Plan may not be exercised earlier than the fourth anniversary of the date of grant,may only be exercised while the optionholder is a director or employee of a subsidiary, may only be exercised if any performance conditions have beenfulfilled to the satisfaction of the administrator and may not be exercised at any time when a participant has or had, within the preceding 12 months a materialinterest (as defined in the Approved Plan) in a close company (as defined in the Approved Plan) which is the company or any company that has control of usor is a member of a consortium that owns the company.The Approved Plan provides that, in the event that a person obtains control (as defined in the Approved Plan) of us as a result of (i) making a generaloffer to acquire the whole of our issued share capital that is made on a condition such that, if satisfied, the person will have control of the company or(ii) negotiating a share sale and purchase agreement with our shareholders that contemplates that the person will obtain control of the company uponcompletion, options may be exercised within six months of the date that the person obtains control of us or immediately before such period (i) to the extentvested and if any performance conditions have been satisfied to the satisfaction of the administrator or (ii) to the extent of 75% of the unvested sharesunderlying the option.Under the Approved Plan, options granted before May 13, 2014 vested in full immediately after our shares are admitted to listing on a recognizedsecurities exchange. Such options became exercisable as to 25% of the underlying shares immediately following the listing date, 50% of the underlyingshares on the first anniversary of the listing date and 25% of the underlying shares on the second anniversary of the listing date. Options granted on or afterMay 13, 2014 shall continue vesting as set forth in the option award agreement.The number of shares underlying options and the option price thereof shall be adjusted appropriately following any capitalization issue, any offermade by way of rights, subdivision, consolidation or reduction of share capital. Our board of directors may amend or add rules to the Approved Plan orimpose additional conditions or requirements on options or the terms on which Class B ordinary shares are acquired; provided, however, that no amendmentmay be made unless the consent of 75% of the shares underlying outstanding options is obtained.2015 PlanOur 2015 Plan was adopted by our board of directors on September 2, 2015 and approved by our shareholders on November 4, 2015 and becameeffective upon the closing of our IPO. The 2015 Plan allows the board of directors or the compensation committee to make equity-based incentive awards toour officers, employees, non-employee directors and consultants.We initially reserved a total of 5,500,000 shares, or the Initial Limit, for the issuance of awards under the 2015 Plan. This number is subject toadjustment in the event of a share split, share dividend or other change in our capitalization. The 2015 Plan provides that the number of shares reserved andavailable for issuance under the plan will automatically increase each January 1, beginning on January 1, 2016, by 5% of the outstanding number of ordinaryshares on the immediately preceding December 31 or such lesser number of shares as determined by our board of directors. We refer to such number as theAnnual Increase.The shares we issue under the 2015 Plan will be authorized but unissued shares or shares that we reacquire. Ordinary shares underlying any awards thatare forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting,satisfied without the issuance of shares, or are otherwise terminated (other than by exercise) under the 2015 Plan will be added back to the ordinary sharesavailable for issuance under the 2015 Plan.70 Share options and share appreciation rights with respect to no more than 2,500,000 ordinary shares may be granted to any one individual in any onecalendar year. The maximum number of ordinary shares that may be issued as incentive share options may not exceed the Initial Limit cumulativelyincreased on January 1, 2016 and on each January 1 thereafter by the lesser of the Annual Increase or 2,750,000 shares. The value of all awards made underthe 2015 Plan and all other cash compensation paid by us to any non-employee director in any calendar year shall not exceed $1,000,000.The 2015 Plan will be administered by our compensation committee. Our compensation committee has full power to select, from among theindividuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine thespecific terms and conditions of each award, subject to the provisions of the 2015 Plan.The 2015 Plan permits the granting of both options to purchase ordinary shares intended to qualify as incentive stock options under Section 422 ofthe Code and non-qualified stock options. The exercise price of each option will be determined by our compensation committee at the time of the grant butmay not be less than 100% of the fair market value of our ordinary shares on the date of grant. The term of each option will be fixed by our compensationcommittee and may not exceed ten years from the date of grant. Our compensation committee will determine at what time or times each option may beexercised and may at any time accelerate the exercisability of all or a portion of any option.Our compensation committee may award share appreciation rights subject to such conditions and restrictions as it may determine. Share appreciationrights entitle the recipient to ordinary shares equal to the value of the appreciation in our share price over the exercise price. The exercise price may not beless than 100% of the fair market value of our ordinary shares on the date of grant. The term of each share appreciation right will be fixed by ourcompensation committee and may not exceed ten years from the date of grant. Our compensation committee will determine at what time or times each shareappreciation right may be exercised.Our compensation committee may award restricted ordinary shares and restricted share units to participants subject to such conditions and restrictionsas it may determine. These conditions and restrictions may include the achievement of certain pre-established performance goals and/or continuedemployment with us through a specified period. Our compensation committee may also grant ordinary shares that are free from any restrictions under the2015 Plan. Unrestricted shares may be granted to participants in recognition of past services or for other valid consideration and may be issued in lieu of cashcompensation due to such participant.Our compensation committee may grant performance share awards to participants that entitle the recipient to receive awards of ordinary shares uponthe achievement of certain performance goals and such other conditions as our compensation committee shall determine. Our compensation committee maygrant dividend equivalent rights to participants that entitle the recipient to receive credits for dividends that would have been paid if the recipient had held aspecified number of ordinary shares.Our compensation committee may grant cash awards under the 2015 Plan to participants, subject to the achievement of certain performance goals.Our compensation committee may grant awards of restricted shares, restricted share units, performance share awards or cash-based awards under the2015 Plan that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Such awards will only vest or becomepayable upon the attainment of pre-determined performance goals that are established by our compensation committee and related to one or moreperformance criteria. The performance criteria that could be used with respect to any such awards include: total shareholder return, expense levels, earningsbefore interest, taxes, depreciation and amortization, or any elements thereof, net (loss) income (either before or after interest, taxes, depreciation and/oramortization), changes in the market price of our ordinary shares, economic value-added, sales or revenue, acquisitions or strategic transactions, operatingincome (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, shareholderreturns, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss)per share of our ordinary shares, sales or market shares and number of customers, any of which may be measured either in absolute terms or as compared to anyincremental increase or as compared to results of a peer group. From and after the time that we become subject to Section 162(m) of the Code, the maximumaward that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code that may be made to certain of our officers duringany twelve month period is 2,500,000 ordinary shares with respect to a share-based award and $15,000,000 with respect to a cash-based award.The 2015 Plan provides that upon the effectiveness of a “sale event,” as defined in the 2015 Plan, an acquirer or successor entity may assume,continue or substitute outstanding awards under the 2015 Plan. To the extent that awards granted under the 2015 Plan are not assumed or continued orsubstituted by the successor entity, all options and share appreciation rights that are not exercisable immediately prior to the effective time of the sale eventshall become fully exercisable as of the effective time of the sale event, all other awards with time-based vesting, conditions or restrictions, shall become fullyvested and nonforfeitable as of the effective time of the sale event and all awards with conditions and restrictions relating to the attainment of performancegoals may become vested and nonforfeitable in the discretion of the compensation committee and, upon the effective time of the sale event, all outstanding71 awards granted under the 2015 Plan shall terminate. In the event of such termination, individuals holding options and share appreciation rights will bepermitted to exercise such options and share appreciation rights (to the extent exercisable) within a specified period of time prior to the sale event. Inaddition, in connection with the termination of the 2015 Plan upon a sale event, we may make or provide for a cash payment to participants holding vestedand exercisable options and share appreciation rights equal to the difference between the per share cash consideration payable to shareholders in the saleevent and the exercise price of the options or share appreciation rights.Our board of directors may amend or discontinue the 2015 Plan and our compensation committee may amend or cancel outstanding awards forpurposes of satisfying changes in law or any other lawful purpose, but no such action may adversely affect rights under an award without the holder’sconsent. Certain amendments to the 2015 Plan require the approval of our shareholders.No awards may be granted under the 2015 Plan after the date that is ten years from the effective date of the 2015 Plan (or, with respect to incentiveshare options, after ten years from the date of the Board’s approval of the 2015 Plan).ESPPThe ESPP was adopted by our board of directors on September 2, 2015 and approved by our shareholders on November 4, 2015. The ESPP initiallyreserves and authorizes for issuance a total of 1,100,000 shares. This number is subject to adjustment in the event of a share split, share dividend or otherchange in our capitalization.Subject to applicable law, all employees whose customary employment is for more than 20 hours a week are eligible to participate in the ESPP. Anyemployee who owns 5% or more of the voting power or value of our ordinary shares is not eligible to purchase shares under the ESPP.We may make one or more offerings each year to our employees to purchase shares under the ESPP, at the discretion of the administrator of the ESPP.Offerings will usually begin on each January and July and will continue for six-month periods, referred to as offering periods.Each eligible employee may elect to participate in any offering by submitting an enrollment form at least 15 days before the relevant offering date.Each employee who is a participant in the ESPP may purchase shares by authorizing payroll deductions from 1% to 10% of his or her eligiblecompensation during an offering period. Unless a participating employee has previously withdrawn from the offering, his or her accumulated payrolldeductions will be used to purchase ordinary shares on the last business day of the offering period at a price equal to 85 % of the fair market value of theshares on the first business day or the last business day of the offering period, whichever is lower, provided that no more than 550,000 ordinary shares may bepurchased by any one employee during each offering period. Under applicable tax rules, an employee may purchase no more than $25,000 worth of ordinaryshares, valued at the grant date of the option to purchase such shares, under the ESPP in any calendar year.An employee’s rights under the ESPP terminate upon voluntary withdrawal from the plan or when the employee ceases employment with us for anyreason. We will promptly refund accumulated payroll deductions of an employee who has withdrawn from participation in the ESPP.The ESPP may be terminated or amended by our board of directors at any time. An amendment that increases the number of ordinary shares authorizedunder the ESPP and certain other amendments require the approval of our shareholders.Our board of directors has authorized that the first six-month offering period under the ESPP will commence on July 1, 2017.Limitations on Liability and Indemnification MattersTo the extent permitted by the Jersey law, we are empowered to indemnify our directors against any liability they incur by reason of their directorship.See “Item 10—Share Capital—Limitation of Liability of Directors and Officers.” In addition, we maintain directors’ and officers’ insurance to insure suchpersons against certain liabilities.72 D. EmployeesAs of March 31, 2017, we had 957 employees and subcontractors with 414 located in the United Kingdom, 389 in the United States, 102 in SouthAfrica and 52 in Australia. As of March 31, 2016, we had 703 employees and subcontractors with 341 located in the United Kingdom, 241 in the UnitedStates, 86 in South Africa and 35 in Australia. The following table shows the breakdown of our global workforce of employees and subcontractors bycategory of activity as of the dates indicated: As of March 31, 2017 2016 2015 Sales and marketing 416 298 212 Research and development 187 132 88 Services and support 242 182 161 General and administrative 112 91 63 Total 957 703 524 None of our employees work under any collective bargaining agreements. We have never experienced labor-related work stoppages or strikes andbelieve that we have good relations with our employees.E. Share ownershipSee “Item 7—Major Shareholders and Related Party Transactions—A. Major Shareholders” and “Item 6 – Directors, Senior Management andEmployees – C. Board Practices.”ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA. Major shareholdersThe following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2017 of: •each of the members of our board of directors (except that (i) Bernard Dallé is not included in the table as he resigned from the board ofdirectors on April 1, 2017 and (ii) Aron Ain, who joined our board of directors on April 1, 2017, is included as a director); •each of our other executive officers; and •each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our ordinary shares.The column entitled “Shares Beneficially Owned—Percentage” is based on a total of 55,901,996 ordinary shares outstanding as of March 31, 2017,except as noted in the footnotes to the table.As of March 31, 2017, we had 35 holders of record of our ordinary shares in the United States. These shareholders held in the aggregate 44,895,060 ofour outstanding ordinary shares, or 80% of our outstanding ordinary shares as of March 31, 2017. The number of record holders in the United States is notrepresentative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shareswere held by brokers or other nominees.The amounts and percentages of ordinary shares beneficially owned are reported on the basis of regulations of the SEC governing the determination ofbeneficial ownership of securities. Under the applicable SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or sharesvoting power, which includes the power to vote or direct the voting of such security, investment power, which includes the power to dispose of or to directthe disposition of such security, or has the right to receive the economic benefit of ownership of the security. A person is also deemed to be a beneficial ownerof any securities of which that person has a right to acquire beneficial ownership within 60 days, and such securities are considered outstanding for thepurpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Underthese rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities asto which such person has no economic interest. Except as otherwise indicated, each of the beneficial owners has, to our knowledge, sole voting andinvestment power with respect to the indicated ordinary shares, subject to community property laws, where applicable. Except as otherwise set forth below,the address of each beneficial owner is c/o Mimecast Limited, CityPoint, One Ropemaker Street, Moorgate, London EC2Y 9AW, United Kingdom.73 A description of any material relationship that our principal shareholders have had with us or any of our predecessors or affiliates since the beginningof our last fiscal year is included under the section titled “Item 7—Major Shareholders and Related Party Transactions—B.—Related Party Transactions.” Shares beneficially owned Name of beneficial owner Number Percentage 5% shareholders Abdiel Capital Management, LLC (1) 3,333,549 6.1%Entities affiliated with Insight Venture Partners (2) 9,507,752 17.0%Entities affiliated with Index Ventures (3) 4,843,908 8.7%Executive officers and directors Peter Bauer (4) 4,823,751 8.6%Peter Campbell (5) 581,849 1.0%Neil Murray (6) 3,315,152 5.9%Edward Jennings (7) 307,291 * Robert P. Nault — — Aron Ain — — Christopher FitzGerald 20,000 * Norman Fiore (8) 3,353,791 6.0%Jeffrey Lieberman (2) 9,507,752 17.0%Hagi Schwartz (9) 12,492 * All executive officers and directors as a group (10 persons) (10) 21,922,078 38.7% (*)Represents beneficial ownership of less than 1%.(1)This information is as of December 31, 2016 and is based solely on a Schedule 13G/A filed by Abdiel Capital Management, LLC (“Abdiel Capital”)with the SEC on January 25, 2017. The ownership consists of (i) 3,212,695 shares held by Abdiel Qualified Master Fund, LP and (ii) 120,854 sharesheld by Abdiel Capital, LP. As reported on the Schedule 13G/A, Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as thegeneral partner and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP. Colin T. Moran serves asmanaging member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel CapitalAdvisors, LP. The percent owned is based on the calculations provided by the Abdiel Schedule 13G/A. The address of Abdiel Capital is 410 ParkAvenue, Suite 930, New York, NY 10022.(2)Consists of (i) 3,616,953 shares owned by Insight Venture Partners VII, L.P.; (ii) 1,592,260 shares owned by Insight Venture Partners (Cayman) VII,L.P.; (iii) 83,717 shares owned by Insight Venture Partners VII (Co-Investors), L.P.; (iv) 228,783 shares owned by Insight Venture Partners (Delaware)VII, L.P; and (v) 3,986,039 shares owned by Insight Ventures Partners Coinvestment Fund II, L.P. (“Coinvest II”). Insight Holdings Group, LLC(“Holdings”) is the sole shareholder of Insight Venture Associates VII, Ltd. (“IVA Ltd”). IVA Ltd is the general partner of Insight Venture AssociatesVII, L.P. (“IVA LP”), which is the general partner of Insight Venture Partners VII, L.P., Insight Venture Partners (Cayman) VII, L.P., Insight VenturePartners (Delaware) VII, L.P. and Insight Venture Partners VII (Co-Investors), L.P. (collectively, “Fund VII”). Holdings is also the general partner ofInsight Venture Associates Coinvestment II, L.P. (“IVAC”). IVAC is the general partner of Coinvest II. Each of Jeffrey Horing, Deven Parekh, PeterSobiloff, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings. Because Messrs. Horing, Parekh, Sobiloff,Lieberman and Triplett are members of the board of managers of Holdings, Holdings is the sole shareholder of IVA Ltd and the general partner ofIVAC, IVA LP is the general partner of Fund VII and IVAC is the general partner of Coinvest II, Messrs. Horing, Parekh, Sobiloff, Lieberman andTriplett have voting and dispositive power over the shares noted above. The principal address of the entities affiliated with Insight VentureManagement, LLC is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th Floor, New York, NY 10036.(3)Consists of (i) 4,745,057 ordinary shares held of record by Index Ventures V (Jersey) L.P.; (ii) 38,298 ordinary shares held of record by Index VenturesV Parallel Entrepreneur Fund (Jersey) L.P. and (iii) 60,553 shares held of record by Yucca (Jersey) SLP. Index Ventures Associates V Limited, or IVA V,is the managing general partner of Index Ventures V (Jersey) L.P. and Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. Yucca (Jersey) SLP isthe nominee shareholder for participants in the Index co-investment scheme that is contractually required to mirror the Index Funds’ investment.Bernard Dallé, David Hall, Paul Willing, Phil Balderson and Sinéad Meehan are the members of the board of directors of IVA V and may be deemed tohave shared voting, investment and dispositive power with respect to the shares held by the Index Funds. The principal address of the Index Funds andYucca (Jersey) SLP is 44 Esplanade, St Helier, Jersey JE4 9WG, Channel Islands.74 (4)Consists of (i) 2,254,376 shares held by the Peter Bauer Trust, (ii) 22,500 shares held directly by Mr. Bauer, (iii) 46,875 shares issuable upon theexercise of share options exercisable within 60 days of March 31, 2017, and (iv) 2,500,000 shares held by Rock Trustees Limited as Trustees of theButterworth Trust, of which Mr. Bauer is a beneficiary. As trustee of the Butterworth Trust, Rock Trustees Limited exercises dispositive power over theshares held by the Butterworth Trust.(5)Consists of (i) 248,516 shares held directly by Mr. Campbell and (ii) 333,333 shares issuable upon the exercise of share options exercisable within 60days after March 31, 2017.(6)Consists of (i) 3,279,215 shares held directly by Mr. Murray and (ii) 35,937 shares issuable upon the exercise of share options exercisable within 60days after March 31, 2017.(7)Consists of 307,291 shares issuable upon the exercise of share options exercisable within 60 days after March 31, 2017.(8)Consists of 2,789,632 shares held by Dawn Enterprise Capital Fund LP. Voting and dispositive power over the shares held by Dawn EnterpriseCapital Fund LP are held by Dawn Capital LLP, the designated members of which are Norman Fiore and Haakon Overli. The address of DawnEnterprise Capital Fund LP is Soho, London W1B 5NE, United Kingdom. Also consists of (i) 280,984 shares held directly or indirectly by Mr. Fiorein a family trust; (ii) 280,984 shares held directly or indirectly by Haakon Overli in a family trust, and (iii) 2,191 shares held by Dawn MasterManagement (II). Voting and dispositive power over the shares held by Dawn Master Management (II) are held by jointly by the family trusts ofMessrs. Fiore and Overli. Mr. Fiore disclaims beneficial ownership over the shares held by Mr. Overli’s family trust, except to the extent of Mr. Fiore’specuniary interest, if any, in such shares.(9)Consists of (i) 11,104 shares held directly by Mr. Schwartz and (ii) 1,388 shares issuable upon the vesting of restricted share units within 60 days afterMarch 31, 2017.(10)See footnotes 1 through 9 above. Includes 724,824 shares issuable upon the vesting of restricted share units within 60 days after March 31, 2017 orthe exercise of share options exercisable within 60 days after March 31, 2017. B. Related party transactionsSince April 1, 2016, we have engaged in the following transactions with our directors, executive officers and holders of 5% or more of our ordinaryshares, and affiliates of our directors, executive officers and holders of more than 5% of our ordinary shares. We believe that all of these transactions were onterms as favorable as could have been obtained from unrelated third parties.Our audit committee is responsible for the review, approval and ratification of related-party transactions between us and any related person. The auditcommittee will review these transactions under our Code of Conduct, which governs conflicts of interests, among other matters, and is applicable to ouremployees, officers and directors.Registration rightsAs of March 31, 2017, the holders of an aggregate of 25,386,542 ordinary shares, or their permitted transferees, are entitled to rights with respect to theregistration of these shares under the Securities Act. These rights are provided under the terms of a Registration Rights Agreement between us and the holdersof these shares, which was entered into in connection with our convertible preference share financings, and include demand registration rights, short-formregistration rights and piggyback registration rights.Demand registration rightsUnder the terms of the Registration Rights Agreement, we will be required, upon the written request of the holders of a majority of the shares that areentitled to rights under the Registration Rights Agreement, held by former holders of Series A preferred shares, Series B preferred shares and founder shares,including entities affiliated with each of the Insight Venture Partners, Index Ventures and Dawn Capital, to register all or a portion of these shares for publicresale as soon as reasonably practicable within 60 days of such request. We are not required to effect a registration pursuant to this provision of theRegistration Rights Agreement (i) during the period 60 days before our good faith estimate of a date of filing of, and ending 180 days after the effective dateof, a registration initiated by us; (ii) after we have effected one registration pursuant to this provision of the Registration Rights Agreement at the request offormer holders of Series A preferred shares or founder shares; (iii) after we have effected two registration statements pursuant to this provision of theRegistration Rights Agreement at the request of former holders of Series B preferred shares; or (iv) if the initiating holders propose to dispose of securities thatmay be registered on Form S-3 or Form F-3. If such a registration is to be an underwritten offering, then the holders’ registration rights are conditioned uponsuch holders’ participation in such underwriting. We may defer the filing of a registration statement once during any twelve-month period for a period of notmore than 120 days, if we provide a certificate signed by our chief executive officer stating that, in the good faith judgment of our board of directors, it wouldbe materially detrimental to us and our shareholders for such registration statement to be effected at that time.75 Short-form registration rightsIf we are eligible to file a registration statement on Form S-3 or Form F-3 and have not effected more than two such registrations within the precedingtwelve-month period, these holders have the right, upon written notice to us of more than 10% of the shares entitled to rights under the Registration RightsAgreement held by former holders of Series A preferred shares, Series B preferred shares, or founder shares, including each of the Insight Venture Partners,Index Ventures and Dawn Capital entities, to have such shares registered by us as soon as reasonably practicable within 45 days of such request, if theproposed aggregate price of the shares to be registered by the holders requesting registration is at least $5.0 million. However, we may defer the filing of aregistration statement once during any twelve-month period for a period of not more than 120 days, if we provide a certificate signed by our chief executiveofficer stating that, in the good faith judgment of our board of directors, it would be materially detrimental to us and our shareholders for such registrationstatement to be effected at that time.Piggyback registration rightsIf we register any of our securities for our own account, the holders of these shares are entitled to include their shares in the registration. If suchregistration is to be an underwritten offering, then the holders’ registration rights are conditioned on such holders’ participation in such underwriting.Other obligationsThe registration rights are subject to certain conditions and limitations, including the right of the underwriters of an offering to limit the number ofordinary shares to be included in the registrations. We are generally required to bear the expense of all registrations, except underwriting discounts andcommissions. The Registration Rights Agreement also contains the mutual commitment of us and the holders to indemnify each other for losses attributableto untrue statements or omission of a material fact or violations of the Securities Act or state securities laws incurred by us with registrations under theagreement.TerminationThe registration rights and our obligations thereunder terminate seven years after the closing of our IPO or, as to any individual holder, at such earliertime at which all shares held by such holder can be sold in any three-month period without registration in compliance with Rule 144 of the Securities Act.Registration Statement on Form F-3We have a filed a Registration Statement on Form F-3, commonly referred to as a “shelf registration,” that permits us to sell in a registered offering upto $50 million of our securities at our discretion. In addition, the registration statement also covers the registration of 20,539,030 ordinary shares held by ourexisting shareholders, which includes a significant portion of the shares covered by the Registration Rights Agreement described above. These shareholderscould affect their rights under the Registration Rights Agreement by requiring that we initiate an offering under the registration statement. The shelfregistration statement was declared effective by the SEC on March 14, 2017. Agreements with officersWe have entered into written employment agreements with each of Peter Bauer, Peter Campbell and Neil Murray and offer letters with each of EdwardJennings and Robert P. Nault. See “Item 6—Directors, Senior Management, and Employees—Employment and Consulting Agreements—ExecutiveManagement.”Other arrangementsWe are party to an arrangement with Dawn Capital, a holder of more than 5% of our outstanding ordinary shares, pursuant to which we pay DawnCapital an amount of £12,000 per annum for the services of Norman Fiore as a member of our board of directors.Secondary offeringIn October 2016, we completed a registered secondary public offering in which 4,600,000 ordinary shares were sold at a public offering price of$16.50 per share. All of the shares sold in the secondary offering were sold by our existing shareholders and we did not receive any proceeds from the sale ofthese shares. We incurred approximately $0.6 million in offering expenses on behalf of the selling shareholders in connection with the secondary offering.76 ITEM 8. FINANCIAL INFORMATIONA. Consolidated statements and other financial informationSee “Item 18—Financial Statements” and the financial statements referred to therein.Legal proceedingsFrom time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently a party to any materiallitigation. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of managementresources and other factors. For additional information, please see Note 9 to our audited consolidated financial statements included elsewhere in this AnnualReport on Form 20-F.Dividend policyWe have never declared or paid any dividends on our ordinary shares, and we currently do not plan to declare dividends on our ordinary shares in theforeseeable future. Any determination to pay dividends to holders of our ordinary shares will be at the discretion of our board of directors and will dependupon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our debtarrangements and other factors that our board of directors deem relevant. Pursuant to the Companies (Jersey) Law 1991, we may only pay a dividend if thedirectors who authorize the dividend make a prior solvency statement in statutory form.B. Significant changesNo significant changes have occurred since the date of the annual financial statements set forth in “Item 18 – Financial Statements.”C. Interests of experts and counselNot applicable.ITEM 9. THE OFFER AND LISTINGA.Offering and listing detailsThe information regarding the price history of our ordinary shares is set forth in “Item 9 – The Offer and Listing – C. Markets.”B.Plan of distributionNot applicable.C.MarketsSince November 19, 2015, our ordinary shares have been listed on the NASDAQ Global Select Market under the symbol “MIME.” On May 22, 2017,the closing price of our ordinary shares was $27.00.77 The following table sets forth the high and low sale prices on The NASDAQ Global Select Market for our ordinary shares for each quarter, the mostrecent six months and the first trading day. High Low (in $) Annual highs and lows Fiscal year ended March 31, 2017 24.60 7.08 Fiscal year ended March 31, 2016 (from November 19, 2015) 11.99 6.01 Quarterly highs and lows Second quarter calendar 2017 through May 22, 2017 27.25 20.91 First quarter calendar 2017 23.10 16.75 Fourth quarter calendar 2016 24.60 17.35 Third quarter calendar 2016 20.10 9.50 Second quarter calendar 2016 12.15 7.08 First quarter calendar 2016 11.10 6.01 Fourth quarter calendar 2015 (from November 19, 2015) 11.99 9.01 Most recent six months April 2017 25.37 20.91 March 2017 22.50 19.14 February 2017 23.10 19.12 January 2017 22.85 16.75 December 2016 20.69 17.35 November 2016 24.60 18.86 D.Selling shareholdersNot applicableE.DilutionNot applicableF.Expenses of the issueNot applicableITEM 10. ADDITIONAL INFORMATIONA. Share capitalThe following descriptions are summaries of the material terms of our Articles of Association and Memorandum of Association. Reference is made tothe more detailed provisions of the Articles of Association and Memorandum of Association. Please note that this summary is not intended to be exhaustive.For further information please refer to the full version of our Articles of Association and Memorandum of Association which is included as an exhibit to thisAnnual Report on Form 20-F.GeneralOur company was established under the laws of Jersey, Channel Islands, on July 28, 2015 with registered number 119119. Our register of members iskept at Queensway House, Hilgrove Street, St. Helier, Jersey JE1 1ES and our U.S. Branch register is held at 250 Royall Street, Canton, MA 02021. Ourregistered office is 22 Grenville Street, St. Helier, Jersey JE4 8PX. Our secretary is Robert P. Nault and our assistant secretary is Mourant Ozannes Secretaries(Jersey) Limited. Under our Memorandum and Articles of Association, our authorized share capital consists of 300,000,000 ordinary shares, nominal value$0.012 per share and 5,000,000 preferred shares, nominal value $0.012 per share.78 Issued Share CapitalOur issued share capital as of May 22, 2017 was 56,361,225 ordinary shares with a nominal value of $0.012 per share and 0 preferred shares with anominal value of $0.012 per share. Each issued ordinary share is fully paid. We currently have no deferred shares in our issued share capital.Ordinary SharesThe holders of ordinary shares are entitled to receive dividends in proportion to the number of ordinary shares held by them. Holders of ordinaryshares are entitled, in proportion to the number of ordinary shares held by them, to share in any surplus in the event of our winding up. The holders ofordinary shares are entitled to receive notice of, attend either in person or by proxy or, being a corporation, by a duly authorized representative, and vote atgeneral meetings of shareholders.Preferred SharesPursuant to Jersey law and our Memorandum and Articles of Association, our board of directors by resolution may establish one or more classes ofpreferred shares having such number of shares, designations, dividend rates, relative voting rights, liquidation rights and other relative participation, optionalor other special rights, qualifications, limitations or restrictions as may be fixed by the board without any further shareholder approval. Such rights,preferences, powers and limitations as may be established would be preferential to the rights attaching to our ordinary shares and could also have the effect ofdiscouraging an attempt to obtain control of us.OptionsAs of May 22, 2017, there were options to purchase 8,370,088 ordinary shares outstanding.B. Memorandum and articles of associationWe incorporate by reference into this Annual Report on Form 20-F the description of our amended articles of association contained in our prospectusfiled pursuant to Rule 424(b)(4) (File No. 333-207454) filed with the SEC on November 19, 2015.Anti-Takeover Effects of Certain Provisions of Our Articles of AssociationGeneralOur Articles of Association contain provisions that could have the effect of delaying, deterring or preventing another party from acquiring or seekingto acquire control of us. These provisions, as well as our ability to issue preferred shares, are designed to discourage certain types of coercive takeoverpractices and inadequate takeover bids. These provisions are also intended to encourage anyone seeking to acquire control of us to negotiate first with ourboard of directors. However, these provisions may also delay, deter or prevent a change in control or other takeovers of our company that our shareholdersmight consider to be in their best interests, including transactions that might result in a premium being paid over the market price of our ordinary shares andalso may limit the price that investors are willing to pay in the future for our ordinary shares. These provisions may also have the effect of preventing changesin our management. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly orunsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging thoseproposals, because negotiation of those proposals could result in an improvement of their terms. A description of these provisions is set forth below.79 Staggered board of directorsOur Articles of Association provide for a staggered board of directors consisting of three classes of directors. Directors of each class are chosen forthree-year terms upon the expiration of their current terms and each year one class of our directors will be elected by our shareholders. The terms of the ClassI, Class II and Class III directors will expire in 2019, 2017 and 2018, respectively. Our shareholders elect only one class of directors each year. We believethat classification of our board of directors will help to ensure the continuity and stability of our business strategies and policies as determined by our boardof directors. There is no cumulative voting in the election of directors. As such, this classified board provision could have the effect of making thereplacement of incumbent directors more time-consuming and difficult. At least two annual meetings of shareholders, instead of one, will generally berequired to effect a change in a majority of our board of directors. Thus, the classified board provision could increase the likelihood that incumbent directorswill retain their positions. The staggered terms of directors also may delay, defer or prevent a tender offer or an attempt to change control of us, even though atender offer or change in control might be believed by our shareholders to be in their best interest.Issuance of preferred sharesThe ability to authorize and issue preferred shares is vested in our board of directors, which makes it possible for our board of directors to issuepreferred shares with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisionsmay have the effect of deterring hostile takeovers or delaying changes in control or management of our company.No shareholder action by written consentOur Articles of Association provide that all shareholder actions are required to be taken by a vote of the shareholders at an annual or special meeting,and that shareholders may not take any action by written consent in lieu of a meeting. This limit may lengthen the amount of time required to takeshareholder actions and would prevent the amendment of our Articles of Association or Memorandum of Association or removal of directors by ourshareholders without holding a meeting of shareholders.Advance notice procedureOur Articles of Association provide an advance notice procedure for shareholders to nominate director candidates for election, including proposednominations of persons for election to the board of directors. Subject to the rights of the holders of any series of preferred shares, only persons nominated by,or at the direction of, our board of directors or by a shareholder who has given proper and timely notice to our secretary prior to the meeting, will be eligiblefor election as a director. In addition, any proposed business other than the nomination of persons for election to our board of directors must constitute aproper matter for shareholder action pursuant to the notice of meeting delivered to us. For notice to be timely, it must be received by our secretary not lessthan 90 nor more than 120 calendar days prior to the first anniversary of the previous year’s annual meeting (or if the date of the annual meeting is advancedmore than 30 calendar days or delayed by more than 60 calendar days from such anniversary date, not earlier than the 120th calendar day nor more than 90days prior to such meeting or the 10th calendar day after public announcement of the date of such meeting is first made). These advance notice provisionsmay have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potentialacquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of us.Limitation of Liability of Directors and OfficersOur Articles of Association include provisions that indemnify, to the fullest extent allowable under Jersey law, the personal liability of directors orofficers for monetary damages for actions taken as our director or officer, or for serving at our request as a director or officer or another position at anothercorporation or enterprise, as the case may be. However, exculpation does not apply if the directors acted in bad faith, knowingly or intentionally violated thelaw, authorized illegal dividends or redemptions or derived an improper benefit from their actions as directors. We will also be expressly authorized toadvance certain reasonable expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and to carry directors’ andofficers’ insurance to protect us, our directors, officers and certain employees for some liabilities.We believe that the limitation of liability and indemnification provisions in our Articles of Association will facilitate our ability to continue to attractand retain qualified individuals to serve as directors and officers.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrantpursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed inthe Securities Act and is therefore unenforceable.80 Other Jersey, Channel Islands Law ConsiderationsPurchase of own sharesAs with declaring a dividend, we may not buy back or redeem our shares unless our directors who are to authorize the buyback or redemption havemade a statutory solvency statement that, immediately following the date on which the buyback or redemption is proposed, the company will be able todischarge its liabilities as they fall due and, having regard to prescribed factors, the company will be able to continue to carry on business and discharge itsliabilities as they fall due for the 12 months immediately following the date on which the buyback or redemption is proposed (or until the company isdissolved on a solvent basis, if earlier).If the above conditions are met, we may purchase shares in the manner described below.We may purchase on a stock exchange our own fully paid shares pursuant to a special resolution of our shareholders adopted in November 2015.We may purchase our own fully paid shares otherwise than on a stock exchange pursuant to a special resolution of our shareholders, but only if thepurchase is made on the terms of a written purchase contract which has been approved by an ordinary resolution of our shareholders. The shareholder fromwhom we propose to purchase or redeem shares is not entitled to take part in such shareholder vote in respect of the shares to be purchased.We may fund a redemption or purchase of our own shares from any source. We cannot purchase our shares if, as a result of such purchase, onlyredeemable shares would remain in issue.If authorized by a resolution of our shareholders, any shares that we redeem or purchase may be held by us as treasury shares. Any shares held by us astreasury shares may be cancelled, sold, transferred for the purposes of or under an employee share scheme or held without cancelling, selling or transferringthem. Shares redeemed or purchased by us are cancelled where we have not been authorized to hold these as treasury shares.Mandatory purchases and acquisitionsThe Jersey Companies Law provides that where a person has made an offer to acquire a class of all of our outstanding shares not already held by theperson and has as a result of such offer acquired or contractually agreed to acquire 90% or more of such outstanding shares, that person is then entitled (andmay be required) to acquire the remaining shares of such shares. In such circumstances, a holder of any such remaining shares may apply to the Jersey courtfor an order that the person making such offer not be entitled to purchase the holder’s shares or that the person purchase the holder’s shares on terms differentto those under which the person made such offer.Other than as described above and below under “U.K. City Code on Takeovers and Mergers,” we are not subject to any regulations under which ashareholder that acquires a certain level of share ownership is then required to offer to purchase all of our remaining shares on the same terms as suchshareholder’s prior purchase.Compromises and arrangementsWhere we and our creditors or shareholders or a class of either of them propose a compromise or arrangement between us and our creditors or ourshareholders or a class of either of them (as applicable), the Jersey court may order a meeting of the creditors or class of creditors or of our shareholders orclass of shareholders (as applicable) to be called in such a manner as the court directs. Any compromise or arrangement approved by a majority in numberrepresenting 75% or more in value of the creditors or 75% or more of the voting rights of shareholders or class of either of them (as applicable) if sanctionedby the court, is binding upon us and all the creditors, shareholders or members of the specific class of either of them (as applicable).Whether the capital of the company is to be treated as being divided into a single or multiple class(es) of shares is a matter to be determined by thecourt. The court may in its discretion treat a single class of shares as multiple classes, or multiple classes of shares as a single class, for the purposes of theshareholder approval referred to above taking into account all relevant circumstances, which may include circumstances other than the rights attaching to theshares themselves.U.K. City Code on Takeovers and MergersThe U.K. City Code on Takeovers and Mergers, or the Takeover Code, applies, among other things, to an offer for a public company whose registeredoffice is in the Channel Islands and whose securities are not admitted to trading on a regulated market or a81 multilateral trading facility in the United Kingdom or any stock exchange in the Channel Islands or the Isle of Man if the company is considered by the Panelon Takeovers and Mergers, or the Takeover Panel, to have its place of central management and control in the United Kingdom or the Channel Islands or theIsle of Man (in each case, a “Code Company”). This is known as the “residency test.” Under the Takeover Code, the Takeover Panel will determine whetherwe have our place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man by looking at various factors, includingthe structure of our board of directors, the functions of the directors and where they are resident.The Takeover Code provides a framework within which takeovers of companies subject to it are conducted. In particular, the Takeover Code containscertain rules in respect of mandatory offers for Code Companies. Under Rule 9 of the Takeover Code, if a person: •acquires an interest in shares of a Code Company that, when taken together with shares in which persons acting in concert with such person areinterested, carry 30% or more of the voting rights of the Code Company; or •who, together with persons acting in concert with such person, is interested in shares that in the aggregate carry not less than 30% and not morethan 50% of the voting rights in the Code, acquires additional interests in shares that increase the percentage of shares carrying voting rights inwhich that person is interested,the acquirer, and, depending on the circumstances, its concert parties, would be required (except with the consent of the Takeover Panel) to make a cash offer(or provide a cash alternative) for the Code Company’s outstanding shares at a price not less than the highest price paid for any interests in the shares by theacquirer or its concert parties during the previous 12 months.We currently do not anticipate being subject to the Takeover Code, as we intend to have our place of central management and control outside of theUnited Kingdom, the Channel Islands or the Isle of Man, but may in the future become subject to it due to changes in the board’s composition, changes in theTakeover Panel’s interpretation of the Takeover Code or other events.Rights of minority shareholdersUnder Article 141 of the Jersey Companies Law, a shareholder may apply to court for relief on the grounds that the conduct of our affairs, including aproposed or actual act or omission by us, is “unfairly prejudicial” to the interests of our shareholders generally or of some part of our shareholders, includingat least the shareholder making the application. What amounts to unfair prejudice is not defined in the Jersey Companies Law. There may also be commonlaw personal actions available to our shareholders.Under Article 143 of the Jersey Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141of the Jersey Companies Law), the court may make an order regulating our affairs, requiring us to refrain from doing or continuing to do an act complained of,authorizing civil proceedings and providing for the purchase of shares by us or by any of our other shareholders.82 Differences in Corporate LawSet forth below is a comparison of certain shareholder rights and corporate governance matters under Delaware law and Jersey law: Corporate Law Issue Delaware Law Jersey LawSpecial Meetings of Shareholders Shareholders generally do not have the right to callmeetings of shareholders unless that right is grantedin the certificate of incorporation or by-laws.However, if a corporation fails to hold its annualmeeting within a period of 30 days after the datedesignated for the annual meeting, or if no date hasbeen designated for a period of 13 months after itslast annual meeting, the Delaware Court ofChancery may order a meeting to be held upon theapplication of a shareholder. Shareholders holding 10% or more of thecompany’s voting rights and entitled to vote at therelevant meeting may legally require our directorsto call a meeting of shareholders. The Jersey Financial Services Commission, orJFSC, may, at the request of any officer, secretary orshareholder, call or direct the calling of an annualgeneral meeting. Failure to call an annual generalmeeting in accordance with the requirements of theJersey Companies Law is a criminal offense on thepart of a Jersey company and its directors andsecretary. Interested Director Transactions Interested director transactions are permissible andmay not be legally voided if:• either a majority of disinterested directors, or amajority in interest of holders of shares of thecorporation’s capital stock entitled to voteupon the matter, approves the transaction upondisclosure of all material facts; or• the transaction is determined to have been fairas to the corporation as of the time it isauthorized, approved or ratified by the boardof directors, a committee thereof or theshareholders. An interested director must disclose to the companythe nature and extent of any interest in a transactionwith the company, or one of its subsidiaries, whichto a material extent conflicts or may conflict withthe interests of the company and of which thedirector is aware. Failure to disclose an interestentitles the company or a shareholder to apply tothe court for an order setting aside the transactionconcerned and directing that the director account tothe company for any profit. A transaction is not voidable and a director is notaccountable notwithstanding a failure to disclosean interest if the transaction is confirmed by specialresolution and the nature and extent of thedirector’s interest in the transaction are disclosed inreasonable detail in the notice calling the meetingat which the resolution is passed. Although it may still order that a director accountfor any profit, a court will not set aside a transactionunless it is satisfied that the interests of third partieswho have acted in good faith would not thereby beunfairly prejudiced and the transaction was notreasonable and fair in the interests of the companyat the time it was entered into. Cumulative Voting The certificate of incorporation of a Delawarecorporation may provide that shareholders of anyclass or classes or of any series may votecumulatively either at all elections or at electionsunder specified circumstances. There are no provisions in the Jersey CompaniesLaw relating to cumulative voting.83 Corporate Law Issue Delaware Law Jersey Law Approval of Corporate Matters by WrittenConsent Unless otherwise specified in a corporation’scertificate of incorporation, shareholders may takeaction permitted to be taken at an annual or specialmeeting, without a meeting, notice or a vote, ifconsents, in writing, setting forth the action, aresigned by shareholders with not less than theminimum number of votes that would be necessaryto authorize the action at a meeting. All consentsmust be dated and are only effective if the requisitesignatures are collected within 60 days of theearliest dated consent delivered. If permitted by the articles of association of acompany, a written consent signed and passed bythe specified majority of members may effect anymatter that otherwise may be brought before ashareholders’ meeting, except for the removal of acompany’s auditors. Such consent shall be deemedeffective when the instrument, or the last of severalinstruments, is signed by the specified majority ofmembers or on such later date as is specified in theresolution. Business Combinations With certain exceptions, a merger, consolidation orsale of all or substantially all of the assets of aDelaware corporation must be approved by theboard of directors and a majority of the outstandingshares entitled to vote thereon. A sale or disposal of all or substantially all theassets of a Jersey company must be approved by theboard of directors and, only if the articles ofassociation of the company require, by theshareholders in general meeting. A mergerinvolving a Jersey company must be generallydocumented in a merger agreement which must beapproved by special resolution of that company. 84 Corporate Law Issue Delaware Law Jersey LawLimitations on Director’s Liability andIndemnification of Directors and Officers A Delaware corporation may include in itscertificate of incorporation provisions limiting thepersonal liability of its directors to the corporationor its shareholders for monetary damages for manytypes of breach of fiduciary duty. However, theseprovisions may not limit liability for any breach ofthe duty of loyalty, acts or omissions not in goodfaith or that involve intentional misconduct or aknowing violation of law, the authorization ofunlawful dividends, stock purchases orredemptions, or any transaction from which adirector derived an improper personal benefit.Moreover, these provisions would not be likely tobar claims arising under U.S. federal securities laws. A Delaware corporation may indemnify a directoror officer of the corporation againstexpenses (including attorneys’ fees), judgments,fines and amounts paid in settlement actually andreasonably incurred in defense of an action, suit orproceeding by reason of his or her position if (i) thedirector or officer acted in good faith and in amanner he or she reasonably believed to be in ornot opposed to the best interests of the corporationand (ii) with respect to any criminal action orproceeding, the director or officer had noreasonable cause to believe his or her conduct wasunlawful. The Jersey Companies Law does not contain anyprovision permitting Jersey companies to limit theliabilities of directors for breach of fiduciary duty.However, a Jersey company may exempt fromliability, and indemnify directors and officers for,liabilities:• incurred in defending any civil or criminallegal proceedings where:• the person is either acquitted or receives ajudgment in their favor;• where the proceedings are discontinued otherthan by reason of such person (or someone ontheir behalf) giving some benefit or sufferingsome detriment; or• where the proceedings are settled on terms thatsuch person (or someone on their behalf) givessome benefit or suffers some detriment but inthe opinion of a majority of the disinteresteddirectors, the person was substantiallysuccessful on the merits in the person’sresistance to the proceedings;• incurred to anyone other than to the companyif the person acted in good faith with a view tothe best interests of the company;• incurred in connection with an applicationmade to the court for relief from liability fornegligence, default, breach of duty or breach oftrust under Article 212 of the JerseyCompanies Law in which relief is granted tothe person by the court; or• incurred in a case in which the companynormally maintains insurance for persons otherthan directors. Appraisal Rights A shareholder of a Delaware corporationparticipating in certain major corporate transactionsmay, under certain circumstances, be entitled toappraisal rights under which the shareholder mayreceive cash in the amount of the fair value of theshares held by that shareholder (as determined by acourt) in lieu of the consideration the shareholderwould otherwise receive in the transaction. No appraisal rights. Shareholder Suits Class actions and derivative actions generally areavailable to the shareholders of a Delawarecorporation for, among other things, breach offiduciary duty, corporate waste and actions nottaken in accordance with applicable law. In suchactions, the court has discretion to permit thewinning party to recover attorneys’ fees incurred inconnection with such action. Under Article 141 of the Jersey Companies Law, ashareholder may apply to court for relief on theground that the conduct of a company’s affairs,including a proposed or actual act or omission by acompany, is “unfairly prejudicial” to the interestsof shareholders generally or of some part ofshareholders, including at least the shareholdermaking the application. There may also be customary law personal actionsavailable to shareholders. Under Article 143 of theJersey Companies Law (which sets out the types ofrelief a court may grant in relation to an actionbrought under Article 141 of the Jersey CompaniesLaw), the court may make an order regulating theaffairs of a company, requiring a company to refrainfrom doing or continuing to do an act complainedof, authorizing civil proceedings and providing forthe purchase of shares by a company or by any ofits other shareholders. Inspection of Books and Records All shareholders of a Delaware corporation have theright, upon written demand, to inspect or obtaincopies of the corporation’s shares ledger and itsother books and records for any purpose reasonablyrelated to such person’s interest as a shareholder. The register of shareholders and books containingthe minutes of general meetings or of meetings ofany class of shareholders of a Jersey company mustduring business hours be open to the inspection ofa shareholder of the company without charge. Theregister of directors and85 Corporate Law Issue Delaware Law Jersey Law secretaries must during business hours (subject tosuch reasonable restrictions as the company may byits articles of association or in general meetingimpose, but so that not less than two hours in eachbusiness day be allowed for inspection) be open tothe inspection of a shareholder or director of thecompany without charge. Amendments to Charter Amendments to the certificate of incorporation of aDelaware corporation require the affirmative vote ofthe holders of a majority of the outstanding sharesentitled to vote thereon or such greater vote as isprovided for in the certificate of incorporation. Aprovision in the certificate of incorporationrequiring the vote of a greater number or proportionof the directors or of the holders of any class ofshares than is required by Delaware corporate lawmay not be amended, altered or repealed except bysuch greater vote. The memorandum of association and articles ofassociation of a Jersey company may only beamended by special resolution (being a two-thirdmajority if the articles of association of thecompany do not specify a greater majority) passedby shareholders in general meeting or by writtenresolution signed by all the shareholders entitled tovote. C. Material contractsIn November 2015, we amended our loan agreement with Silicon Valley Bank. For more information about this agreement, see footnote 8 in ouraudited consolidated financial statements included elsewhere in this Annual Report on Form 20-F.We entered into an underwriting agreement between us and Goldman, Sachs & Co. as representative of the underwriters, on November 18, 2015, withrespect to the ordinary shares sold in our initial public offering. We have agreed to indemnify the underwriters against certain liabilities, including liabilitiesunder the Securities Act, and to contribute to payments the underwriters may be required to make in respect of such liabilities.We entered into an underwriting agreement between us and J.P. Morgan Securities LLC and Barclays Capital Inc. as representatives of theunderwriters, on September 28, 2016, with respect to the ordinary shares sold by the selling shareholders in our secondary offering. We have agreed toindemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may berequired to make in respect of such liabilities.In February 2017, we entered into a lease for a new U.S. headquarters located in Lexington, Massachusetts. We expect to occupy the new facility,which will initially encompass approximately 79,145 square feet of space, in December 2017. The lease for the new U.S. headquarters will expire 10 yearsafter initial occupancy, with certain extension rights. The annual fixed rent under the lease will be approximately $3.6 million. At our discretion, we maylease up to an additional approximately 45,800 square feet, a portion of which will be at then current market lease rates. The landlord has agreed to provideto us a construction allowance on the initial premises of approximately $5.5 million. We have entered into a letter of credit with Silicon Valley Bank for thebenefit of the landlord in the amount of approximately $1.4 million.D. Exchange controlsNot applicable.E. Taxation86 Jersey Tax ConsiderationsThe following summary of the anticipated tax treatment in Jersey of the holders of ordinary shares (other than holders of ordinary shares resident inJersey) is based on Jersey taxation law as it is understood to apply at the date of this document. It does not constitute legal or tax advice. Holders ofordinary shares should consult their professional advisers on the implications of acquiring, holding or disposing of ordinary shares under the laws of thejurisdictions(s) in which they may be liable to taxation. Holders of ordinary shares should also be aware that tax laws, rules and practice and theirinterpretation may change.Our affairs are, and are intended to continue to be, managed and controlled in the United Kingdom for tax purposes and therefore we are resident in theUnited Kingdom for U.K. and Jersey tax purposes.We are not regarded as resident for tax purposes in Jersey, Channel Islands. On that basis, we are not subject to income tax in Jersey. However, if wederive any income from the renting or development of land in Jersey or the importation and supply of hydrocarbon oil into Jersey, such income will besubject to tax at the rate of 20%. It is not expected that we will derive any such income.Withholding taxDividends on ordinary shares may be paid by us without withholding or deduction for or on account of Jersey income tax and holders of ordinaryshares (other than residents of Jersey) will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such ordinary shares.Goods and Services TaxJersey charges a tax on goods and services supplied in the Island (which we refer to as GST). We are an “international services entity” for the purposesof the Goods and Services Tax (Jersey) Law 2007 (the “GST Law”) and consequently, we are not required to: (i)register as a taxable person pursuant to the GST Law; (ii)charge goods and services tax in Jersey in respect of any supply made by us; or (iii)subject to limited exceptions that are not expected to apply to us, pay goods and services tax in Jersey in respect of any supply made to us.Stamp DutyIn Jersey, no stamp duty is levied on the issue or transfer of the ordinary shares except that stamp duty is payable on Jersey grants of probate and lettersof administration, which will generally be required to transfer ordinary shares on the death of a holder of such ordinary shares to the extent such ordinaryshares are deemed to be movable property in Jersey. In the case of a grant of probate or letters of administration, stamp duty is levied according to the size ofthe estate (wherever situated in respect of a holder of ordinary shares domiciled in Jersey, or situated in Jersey in respect of a holder of ordinary sharesdomiciled outside Jersey) and is payable on a sliding scale at a rate of up to 0.75% of such estate (subject to a maximum of £100,000).Jersey does not otherwise levy taxes upon capital, inheritances, capital gains or gifts nor are there other estate duties.U.K. Tax ConsiderationsThe following statements are a general guide to certain aspects of current U.K. tax law and the current published practice of HM Revenue andCustoms, both of which are subject to change, possibly with retrospective effect.The following statements are intended to apply to holders of ordinary shares who are only resident for tax purposes in the U.K., who hold theordinary shares as investments and who are the beneficial owners of the ordinary shares. The statements may not apply to certain classes of holders ofordinary shares, such as dealers in securities and persons acquiring ordinary shares in connection with their employment. Prospective investors in ordinaryshares who are in any doubt as to their tax position regarding the acquisition, ownership and disposition of the ordinary shares should consult their owntax advisers.Withholding taxWe will not be required to deduct or withhold U.K. tax at source from dividend payments we make.87 Stamp duty and stamp duty reserve taxNo stamp duty reserve tax will be payable on the issue of the ordinary shares or on any transfer of our ordinary shares, provided that the ordinaryshares are not registered in a register kept in the United Kingdom. It is not intended that such a register will be kept in the United Kingdom.No stamp duty will be payable on the issue of the ordinary shares by us. No stamp duty will be payable on a transfer of our ordinary shares providedthat (i) any instrument of transfer is not executed inside the United Kingdom, and (ii) such instrument of transfer does not relate to any property situated, orany matter or thing done or to be done, in the United Kingdom.DividendsIndividualsChanges are being introduced in Finance (No. 2) Bill 2016 concerning the UK taxation of dividends for individual holders. These rules apply fromApril 6, 2016 and the following paragraphs are based on the expectation that the changes will be fully implemented when the Finance (No. 2) Bill 2016 isenacted.With effect from April 6, 2016, the 10% dividend tax credit is abolished and a new £5,000 tax-free dividend allowance has been introduced. As aresult, a United Kingdom resident individual shareholder will not pay income tax on the first £5,000 of dividend income they receive. The rates of incometax for dividends received above the dividend allowance will be: (i) 7.5% for dividend income within the basic rate income tax band; (ii) 32.5% for dividend income within the higher rate income tax band; and (iii) 38.1% for dividend income within the additional rate income tax band.Corporate shareholders within the charge to U.K. corporation taxHolders of ordinary shares within the charge to U.K. corporation tax which are “small companies” for the purposes of Chapter 2 of Part 9A of theCorporation Tax Act 2009 (for the purposes of U.K. taxation of dividends) will not be subject to U.K. corporation tax on any dividend received from usprovided certain conditions are met (including an anti-avoidance condition).Other holders within the charge to U.K. corporation tax will not normally be subject to tax on dividends from us.If the conditions for exemption are not met or cease to be satisfied, or such a holder elects for an otherwise exempt dividend to be taxable, the holderwill be subject to U.K. corporation tax on dividends received from us, at the rate of corporation tax applicable to that holder.Capital gainsIndividualsFor individual holders, the principal factors that will determine the U.K. capital gains tax position on a disposal or deemed disposal of ordinary sharesare the extent to which the holder realizes any other capital gains in the U.K. tax year in which the disposal is made, the extent to which the holder hasincurred capital losses in that or earlier U.K. tax years, and the level of the annual allowance of tax-free gains in that U.K. tax year (the “annual exemption”).The annual exemption for the 2017/2018 U.K. tax year is £11,300.If, after all allowable deductions, an individual holder’s taxable income for the year exceeds the basic rate U.K. income tax limit, a taxable chargeablegain accruing on a disposal or deemed disposal of the ordinary shares would be taxed at 20%. Otherwise, such a gain may be taxed at 10% or 20% or acombination of both rates.CompaniesA disposal or deemed disposal of ordinary shares by a holder within the charge to U.K. corporation tax may give rise to a chargeable gain or allowableloss for the purposes of U.K. corporation tax, depending on the circumstances and subject to any available exemptions or reliefs. Corporation tax is chargedon chargeable gains at the rate applicable to that company. Holders within the charge to88 U.K. corporation tax will, for the purposes of computing chargeable gains, be allowed to claim an indexation allowance which applies to reduce capital gains(but not to create or increase an allowable loss) to the extent that such gains arise due to inflation.Certain Material U.S. Federal Income Tax ConsiderationsThe following is a summary of certain material U.S. federal income tax considerations relating to the acquisition, ownership and disposition of ourordinary shares by a U.S. holder (as defined below). This summary addresses only the U.S. federal income tax considerations for U.S. holders that hold suchordinary shares as capital assets. This summary does not address all U.S. federal income tax matters that may be relevant to a particular U.S. holder. Thissummary does not address tax considerations applicable to a holder of ordinary shares that may be subject to special tax rules including, without limitation,the following: •banks, financial institutions or insurance companies; •brokers, dealers or traders in securities, currencies, commodities, or notional principal contracts; •tax-exempt entities or organizations, including an “individual retirement account” or “Roth IRA” as defined in Section 408 or 408A of theCode (as defined below), respectively; •real estate investment trusts, regulated investment companies or grantor trusts; •persons that hold the ordinary shares as part of a “hedging,” “integrated” or “conversion” transaction or as a position in a “straddle” for U.S.federal income tax purposes; •partnerships (including entities classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or persons thatwill hold our shares through such an entity; •S corporations; •certain former citizens or long-term residents of the United States; •persons that received our shares as compensation for the performance of services; •persons holding ordinary shares in connection with a trade or business conducted outside the United States; •holders that own directly, indirectly, or through attribution 10% or more of the voting power or value our shares; and •holders that have a “functional currency” other than the U.S. dollar.Further, this summary does not address the U.S. federal estate, gift, or alternative minimum tax considerations, or any U.S. state, local, or non-U.S. taxconsiderations of the acquisition, ownership and disposition of our ordinary shares.This description is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, existing, proposed and temporary U.S. TreasuryRegulations promulgated thereunder and administrative and judicial interpretations thereof, in each case as in effect and available on the date hereof. All theforegoing is subject to change, which change could apply retroactively, and to differing interpretations, all of which could affect the tax considerationsdescribed below. There can be no assurances that the U.S. Internal Revenue Service, or the IRS, will not take a contrary position concerning the taxconsequences of the acquisition, ownership and disposition of our ordinary shares or that such a position would not be sustained. Holders should consulttheir own tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of acquiring, owning and disposing of our ordinary shares intheir particular circumstances.For the purposes of this summary, a “U.S. holder” is a beneficial owner of ordinary shares that is (or is treated as), for U.S. federal income tax purposes: •a citizen or resident of the United States; •a corporation, or other entity that is treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws ofthe United States, any state thereof, or the District of Columbia; •an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or •a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have theauthority to control all of the substantial decisions of such trust or has a valid election in effect under applicable U.S. Treasury Regulations tobe treated as a United States person.89 If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds ordinary shares, the U.S. federal income taxconsequences relating to an investment in our ordinary shares will depend in part upon the status of the partner and the activities of the partnership. Such apartner or partnership should consult its tax advisor regarding the U.S. federal income tax considerations of acquiring, owning and disposing of our ordinaryshares in its particular circumstances.As indicated below, this discussion is subject to U.S. federal income tax rules applicable to a “passive foreign investment company,” or a PFIC.The following summary is of a general nature only and is not a substitute for careful tax planning and advice. Persons considering an investmentin our ordinary shares should consult their own tax advisors as to the particular tax consequences applicable to them relating to the acquisition,ownership and disposition of our ordinary shares, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.Distributions. Subject to the discussion under “Passive Foreign Investment Company Considerations,” below, the gross amount of any distributionactually or constructively received by a U.S. holder with respect to ordinary shares (other than certain distribution of shares to all shareholders) will betaxable to the U.S. holder as a dividend to the extent of our current and accumulated earnings and profits as determined under U.S. federal income taxprinciples. Distributions in excess of earnings and profits will be non-taxable to the U.S. holder to the extent of, and will be applied against and reduce, theU.S. holder’s adjusted tax basis in the ordinary shares. Distributions in excess of earnings and profits and such adjusted tax basis will generally be taxable tothe U.S. holder as either long-term or short-term capital gain depending upon whether the U.S. holder has held our ordinary shares for more than one year as ofthe time such distribution is received. However, since we do not calculate our earnings and profits under U.S. federal income tax principles, it is expected thatany distribution will be reported as a dividend, even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain underthe rules described above. Non-corporate U.S. holders may qualify for the preferential rates of taxation with respect to dividends on ordinary sharesapplicable to long-term capital gains (i.e., gains from the sale of capital assets held for more than one year) applicable to qualified dividend income (asdiscussed below).In general, the amount of a distribution paid to a U.S. holder in a currency other than the U.S. dollar, or foreign currency, will be the U.S. dollar valueof the foreign currency calculated by reference to the spot exchange rate on the day the U.S. holder receives the distribution, regardless of whether the foreigncurrency is converted into U.S. dollars at that time. Any foreign currency gain or loss a U.S. holder realizes on a subsequent conversion of foreign currencyinto U.S. dollars will be U.S. source ordinary income or loss. If dividends received in a foreign currency are converted into U.S. dollars on the day they arereceived, a U.S. holder should not be required to recognize foreign currency gain or loss in respect of the dividend.Sale, Exchange or Other Taxable Disposition of Our Ordinary Shares. Subject to the discussion below under “Passive Foreign Investment CompanyConsiderations,” a U.S. holder will generally recognize gain or loss for U.S. federal income tax purposes upon the sale, exchange or other taxable dispositionof ordinary shares in an amount equal to the difference between the U.S. dollar value of the amount realized from such sale or exchange and the U.S. holder’stax basis for those ordinary shares. Subject to the discussion under “Passive Foreign Investment Company Considerations” below, this gain or loss willgenerally be a capital gain or loss and will generally be treated as from sources within the United States. The adjusted tax basis in an ordinary share generallywill be equal to the cost of such ordinary share. Capital gain from the sale, exchange or other taxable disposition of ordinary shares of a non-corporate U.S.holder is generally eligible for a preferential rate of taxation applicable to capital gains, if the non-corporate U.S. holder’s holding period determined at thetime of such sale, exchange or other taxable disposition for such ordinary shares exceeds one year (i.e., such gain is long-term taxable gain). The deductibilityof capital losses for U.S. federal income tax purposes is subject to limitations under the Code. Any such gain or loss that a U.S. holder recognizes generallywill be treated as U.S. source income or loss for foreign tax credit limitation purposes.Medicare Tax. Certain U.S. holders that are individuals, estates or trusts may be subject to a 3.8% tax on all or a portion of their “net investmentincome,” which may include all or a portion of their dividend income and net gains from the disposition of ordinary shares. Each U.S. holder that is anindividual, estate or trust is urged to consult its tax advisors regarding the applicability of the Medicare tax to its income and gains in respect of itsinvestment in our ordinary shares.Passive Foreign Investment Company Considerations. If we are classified as a passive foreign investment company, or PFIC, in any taxable year, aU.S. holder would be subject to special rules generally intended to reduce or eliminate any benefits from the deferral of U.S. federal income tax that a U.S.holder could derive from investing in a non-U.S. company that does not distribute all of its earnings on a current basis.A corporation organized outside the United States generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year inwhich, after applying certain look-through rules with respect to the income and assets of its subsidiaries, either: (i) at least 75% of its gross income is “passiveincome” or (ii) at least 50% of the average quarterly value of its total gross assets90 (which, would be measured by fair market value of the assets, and for which purpose the total value of our assets may be determined in part by the marketvalue of our ordinary shares, which is subject to change) is attributable to assets that produce “passive income” or are held for the production of “passiveincome.”Passive income for this purpose generally includes dividends, interest, royalties, rents, gains from commodities and securities transactions and theexcess of gains over losses from the disposition of assets which produce passive income, and also includes amounts derived by reason of the temporaryinvestment of funds raised in offerings of our ordinary shares. If a non-U.S. corporation owns directly or indirectly at least 25% by value of the stock ofanother corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporationand as receiving directly its proportionate share of the other corporation’s income. If we are classified as a PFIC in any year with respect to which a U.S.holder owns our ordinary shares, we will continue to be treated as a PFIC with respect to such U.S. holder in all succeeding years during which the U.S. holderowns our ordinary shares, regardless of whether we continue to meet the tests described above, unless (i) we cease to be a PFIC and (ii) the U.S. holder makes a“deemed sale” election under PFIC rules.We believe that we were not a PFIC during our 2017 taxable year ended March 31, 2017and do not expect to be a PFIC during our taxable year endingMarch 31, 2018. Our status for any taxable year will depend on our assets and activities in each year, and because this is a factual determination madeannually after the end of each taxable year, there can be no assurance that we will not be considered a PFIC for the current taxable year or any future taxableyear. The market value of our assets may be determined in large part by reference to the market price of our ordinary shares, which is likely to fluctuate. Inaddition, the composition of our income and assets will be affected by how, and how quickly, we use the cash proceeds from our IPO and any subsequentofferings in our business. Further, even if we determine that we are not a PFIC after the close of our taxable year, there can be no assurances that the IRS willagree with our conclusion.If we are a PFIC, then unless a U.S. holder makes one of the elections described below, a special tax regime will apply to both (a) any “excessdistribution” by us to such U.S. holder (generally, the U.S. holder’s ratable portion of distributions in any year which are greater than 125% of the averageannual distribution received by the U.S. holder in the shorter of the three preceding years or the U.S. holder’s holding period for our ordinary shares) and(b) any gain realized on the sale or other disposition of the ordinary shares. Under this regime, any excess distribution and realized gain will be treated asordinary income and will be subject to tax as if (a) the excess distribution or gain had been realized ratably over the U.S. holder’s holding period, (b) theamount deemed realized in each year had been subject to tax in each year of that holding period at the highest marginal rate for such year (other than incomeallocated to the current period or any taxable period before we became a PFIC, which would be subject to tax at the U.S. holder’s regular ordinary income ratefor the current year and would not be subject to the interest charge discussed below), and (c) the interest charge generally applicable to underpayments of taxhad been imposed on the taxes deemed to have been payable in those years. In addition, dividend distributions made to the U.S. holder will not qualify forthe lower rates of taxation applicable to long-term capital gains discussed above under “Distributions.”Certain elections exist that may alleviate some of the adverse consequences of PFIC status and would result in an alternative treatment (such as mark-to-market treatment) of our ordinary shares. If a U.S. holder makes the mark-to-market election, the U.S. holder generally will recognize as ordinary incomeany excess of the fair market value of the ordinary shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss inrespect of any excess of the adjusted tax basis of the ordinary shares over their fair market value at the end of the taxable year (but only to the extent of thenet amount of income previously included as a result of the mark-to-market election). If a U.S. holder makes the election, the U.S. holder’s tax basis in theordinary shares will be adjusted to reflect these income or loss amounts. Any gain recognized on the sale or other disposition of ordinary shares in a yearwhen we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of incomepreviously included as a result of the mark-to-market election). The mark-to-market election is available only if we are a PFIC and our ordinary shares are“regularly traded” on a “qualified exchange.” Our ordinary shares will be treated as “regularly traded” in any calendar year in which more than a de minimisquantity of the ordinary shares are traded on a qualified exchange on at least 15 days during each calendar quarter (subject to the rule that trades that have asone of their principle purposes the meeting of the trading requirement are disregarded). The NASDAQ Global Select Market is a qualified exchange for thispurpose and, consequently, if the ordinary shares are regularly traded, the mark-to-market election will be available to a U.S. holder.We do not currently intend to provide the information necessary for U.S. holders to make qualified electing fund elections if we were treated as a PFICfor any taxable year. U.S. holders should consult their tax advisors to determine whether any of these elections would be available and if so, what theconsequences of the alternative treatments would be in their particular circumstances.If we are determined to be a PFIC, the general tax treatment for U.S. holders described in this section would apply to indirect distributions and gainsdeemed to be realized by U.S. holders in respect of any of our subsidiaries that also may be determined to be PFICs.91 If a U.S. holder owns ordinary shares during any taxable year in which we are a PFIC and the U.S. holder recognizes gain on a disposition of ourordinary shares, receives distributions with respect to our ordinary shares, or has made a mark-to-market election with respect to our ordinary shares the U.S.holder generally will be required to file an IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or QualifiedElecting Fund) with respect to the company, generally with the U.S. holder’s federal income tax return for that year. In addition, in general, a U.S. person whois shareholder of a PFIC is required to file a Form 8621 annually to report information regarding such person’s PFIC shares if on the last day of theshareholder’s taxable year the aggregate value of all stock owned directly or indirectly by the shareholder exceeds $25,000 ($50,000 for joint filers), or forstock owned indirectly through another PFIC exceeds $5,000. If a U.S. person holds an interest in a domestic partnership (or a domestic entity or arrangementtreated as a partnership for U.S. federal income tax purposes) or an S corporation that owns interest in a PFIC, as long as the partnership or S corporation itselfhas filed the form and has made a qualified electing fund or mark-to-market election, the members of the partnership aren’t required to file the IRS Form 8621.If it is determined that we were a PFIC for a given taxable year, then U.S. holders should consult their tax advisor concerning their annual filing requirements.The U.S. federal income tax rules relating to PFICs are complex. Prospective U.S. holders are urged to consult their own tax advisers withrespect to the acquisition, ownership and disposition of our ordinary shares, the consequences to them of an investment in a PFIC, any electionsavailable with respect to our ordinary shares and the IRS information reporting obligations with respect to the acquisition, ownership and disposition ofour ordinary share.Backup Withholding and Information Reporting. U.S. holders generally will be subject to information reporting requirements with respect todividends on ordinary shares and on the proceeds from the sale, exchange or disposition of ordinary shares that are paid within the United States or throughU.S.-related financial intermediaries, unless the U.S. holder is an “exempt recipient.” In addition, U.S. holders may be subject to backup withholding on suchpayments, unless the U.S. holder provides a taxpayer identification number and a duly executed IRS Form W-9 or otherwise establishes an exemption.Backup withholding is not an additional tax, and the amount of any backup withholding will be allowed as a credit against a U.S. holder’s U.S. federalincome tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.Foreign Asset Reporting. Certain U.S. holders who are individuals are required to report information relating to an interest in our ordinary shares,subject to certain exceptions (including an exception for shares held in accounts maintained by U.S. financial institutions) by filing IRS Form 8938(Statement of Specified Foreign Financial Assets) with their U.S. federal income tax return. An asset with respect to which an IRS Form 8621 has been fileddoes not have to be reported on IRS Form 8938, however, U.S. holders are urged to consult their tax advisors regarding their information reportingobligations, if any, with respect to their ownership and disposition of our ordinary shares.THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCETO A PROSPECTIVE INVESTOR. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAXCONSEQUENCES TO IT OF AN INVESTMENT IN ORDINARY SHARES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.F. Dividends and paying agentsNot applicable.G. Statements by expertsNot applicable.H. Documents on displayWe are subject to the reporting requirements of foreign private issuers under the Exchange Act. Pursuant to the Exchange Act, we file reports with theSEC, including this Annual Report on Form 20-F. We also submit reports to the SEC, including Form 6-K Reports of Foreign Private Issuers. You may readand copy such reports at the SEC’s public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information about the Public Reference Room. Such reports are also available to the public on the SEC’s website at www.sec.gov. Some ofthis information may also be found on our website at www.mimecast.com. Information contained in or connected to our website is not a part of this AnnualReport on Form 20-F.92 You may request copies of our reports, at no cost, by writing to or telephoning us as follows:Mimecast LimitedAttention: Robert Sanders480 Pleasant StreetWatertown, MA 02472Telephone: 617-393-7050I. Subsidiary informationNot applicable.ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKMarket risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our marketrisk exposure is primarily a result of fluctuations in foreign currency rates, although we also have some exposure due to potential changes in inflation orinterest rates. We do not hold financial instruments for trading purposes.Foreign currency riskOur results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in theBritish pound and South African rand. Percentage of revenues and expenses in foreign currency is as follows: Year ended March 31, 2017 2016 Revenues generated in locations outside the United States 51% 57%Revenues in currencies other than the United States dollar 50% 56%Expenses in currencies other than the United States dollar 47% 55% Percentage of revenues and expenses denominated in foreign currency for the years ended March 31, 2017 and 2016: Year ended March 31, 2017 Revenues Expenses British pound 31% 36%South African Rand 15% 6%Other currencies 4% 5%Total 50% 47% Year ended March 31, 2016 Revenues Expenses British pound 37% 45%South African Rand 16% 6%Other currencies 3% 4%Total 56% 55% As of March 31, 2017 and 2016, we had $24.0 million and $20.9 million respectively, of receivables denominated in currencies other than the U.S.dollar. We also maintain cash accounts denominated in currencies other than the local currency, which exposes us to foreign exchange rate movements. As ofMarch 31, 2017 and 2016, we had $27.0 million and $17.6 million respectively, of cash denominated in currencies other than the U.S. dollar. As of March 31,2017, cash denominated in British pounds and South African rand was $19.6 million and $5.0 million, respectively. As of March 31, 2016, cash denominatedin British pounds and South African rand was $14.0 million and $2.1 million, respectively.In addition, although our foreign subsidiaries have intercompany accounts that are eliminated upon consolidation, these accounts expose us toforeign currency exchange rate fluctuations. Exchange rate fluctuations on short-term intercompany accounts are recorded in our consolidated statements ofoperations under “foreign exchange income.”93 Currently, our largest foreign currency exposures are to the British pound and South African rand. Relative to foreign currency exposures existing asof March 31, 2017, significant movements in foreign currency exchange rates may expose us to significant losses in earnings or cash flows or significantlydiminish the fair value of our foreign currency financial instruments. For the year ended March 31, 2017, we estimate that a 10% decrease in foreign currencyexchange rates against the U.S. dollar would have decreased revenue by $9.3 million, decreased expenses by $9.3 million and have no impact on ouroperating results. For the year ended March 31, 2016, we estimate that a 10% decrease in foreign currency exchange rates against the U.S. dollar would havedecreased revenue by $7.9 million, decreased expenses by $8.0 million and increased operating income by $0.1 million. The estimates used assume that allcurrencies move in the same direction at the same time and the ratio of non-U.S. dollar denominated revenue and expenses to U.S. dollar denominatedrevenue and expenses does not change from current levels. Since a portion of our revenue is deferred revenue that is recorded at different foreign currencyexchange rates, the impact to revenue of a change in foreign currency exchange rates is recognized over time, and the impact to expenses is more immediate,as expenses are recognized at the current foreign currency exchange rate in effect at the time the expense is incurred. All of the potential changes noted aboveare based on sensitivity analyses performed on our financial results as of March 31, 2017 and 2016.Inflation riskInflationary factors, such as increases in our operating expenses, may adversely affect our results of operations, as our customers typically purchaseservices from us on a subscription basis over a period of time. Although we do not believe that inflation has had a material impact on our financial position orresults of operations to date, an increase in the rate of inflation in the future may have an adverse effect on our levels of operating expenses as a percentage ofrevenue if we are unable to increase the prices for our subscription-based services to keep pace with these increased expenses.Interest rate riskWe are exposed to market risk related to changes in interest rates. Our investments primarily consist of short-term investments and money marketfunds. As of March 31, 2017 and 2016, we had cash, cash equivalents and investments of $111.7 million and $106.1 million, respectively. The carryingamount of our cash equivalents reasonably approximates fair value, due to the short maturities of these investments. The primary objectives of our investmentactivities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments. We do not enter into investmentsfor trading or speculative purposes. Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income andthe fair market value of our investments. Due to the short-term nature of our investment portfolio, we believe only dramatic fluctuations in interest rateswould have a material effect on our investments. We do not believe that an immediate 10% increase in interest rates would have a material effect on the fairmarket value of our portfolio. As such we do not expect our operating results or cash flows to be materially affected by a sudden change in market interestrates.As of March 31, 2017 and 2016, we had an outstanding balance of $1.7 million and $6.9 million, respectively, aggregate principal amount on ourterm loans, which have a fixed interest rate of 4.5%. Since these instruments bear interest at fixed rates, we have no financial statement risk associated withchanges in interest rates. However, the fair value of these instruments fluctuates as interest rate changes.ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESA. Debt securitiesNot applicable.B. Warrants and rightsNot applicable.C. Other securitiesNot applicable.D. American depositary sharesNot applicable.94 PART IIITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESNot applicable.ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSItems A, B, C and D are not applicable.E. Use of proceedsOn November 24, 2015, we closed the sale of 7,750,000 ordinary shares to the public at an initial public offering price of $10.00 per share. The offerand sale of the shares in the IPO was registered under the Securities Act pursuant to registration statements on Form F-1 (File No. 333-207454), which wasfiled with the SEC on October 16, 2015, and amended subsequently and declared effective on November 18, 2015. Following the sale of the shares inconnection with the closing of our IPO, the offering terminated. The offering did not terminate before any of the securities registered in the registrationstatements were sold. Goldman, Sachs & Co. acted as lead book-running manager, Barclays Capital Inc., Jeffries LLC and RBC Capital Markets, LLC acted asbook-running managers, and Oppenheimer & Co. Inc. acted as co-manager for the offering.We raised approximately $68.3 million in net proceeds, after deducting underwriting discounts and commissions of approximately $5.4 million andother offering expenses of approximately $3.8 million. No offering expenses were paid directly or indirectly to any of our directors or officers or theirassociates or persons owning ten percent or more of any class of our equity securities or to any other affiliates. As of March 31, 2017, we have not used any ofthe net offering proceeds.ITEM 15. CONTROLS AND PROCEDURES(1)Disclosure Controls and ProceduresOur chief executive officer (principal executive officer) and chief financial officer (principal financial officer), after evaluating the effectiveness ofour disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of March 31, 2017, have concluded that, as of such date, ourdisclosure controls and procedures were effective and ensured that information required to be disclosed by us in reports that we file or submit under theExchange Act is accumulated and communicated to our management, including our chief executive officer ( principal executive officer ) and chief financialofficer ( principal financial officer ), to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within thetime periods specified by the SEC’s rules and forms.(2)Management's Annual Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and ChiefFinancial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteriaestablished in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission as of theend of the period covered by this Annual Report on Form 20-F. Based on that assessment, our management has concluded that as of March 31, 2017, ourinternal control over financial reporting was effective.(3)Attestation Report of the Registered Public Accounting FirmThis Annual Report on Form 20-F does not include an attestation report of our independent registered public accounting firm regarding internalcontrol over financial reporting due to an exemption for emerging growth companies provided in the JOBS Act.(4)Changes in Internal Control over Financial ReportingNo change in our internal control over financial reporting occurred during the year ended March 31, 2017 that has materially affected, or is reasonablylikely to materially affect, our internal control over financial reporting.95 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTOur board of directors has determined that Hagi Schwartz is an audit committee financial expert as defined by SEC rules and has the requisite financialsophistication under the applicable rules and regulations of the Nasdaq Stock Market. Mr. Schwartz is independent as such term is defined in Rule 10A-3under the Exchange Act and under the listing standards of the Nasdaq Stock Market.ITEM 16B. CODE OF ETHICSWe have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, executive officers and directors. The Code ofBusiness Conduct and Ethics is available on our website at www.investors.mimecast.com. Our board of directors is responsible for overseeing the Code ofBusiness Conduct Ethics and is required to approve any waivers of the Code of Conduct for employees, executive officers and directors. Any amendments tothe Code of Conduct, or any waivers of its requirements, will be disclosed on our website.ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table sets forth the fees billed or incurred by Ernst & Young LLP for audit, audit-related, tax and all other services rendered for the yearsended March 31, 2017 and 2016: Fiscal Year Fiscal Year Fees Billed to or Accrued by the Company 2017 2016 Audit fees (1) 1,727,417 2,200,802 Audit-related fees (2) — — Tax fees (3) — — All other fees (4) 2,775 2,790 Total fees 1,730,192 $2,203,592 (1) Audit feesConsist of aggregate fees for professional services provided in connection with the annual audit of our consolidated financial statements, the review ofour quarterly condensed consolidated financial statements, statutory audits, consultations on accounting matters directly related to the audit, and comfortletters, consents and assistance with and review of documents filed with the SEC including those related to our IPO.(2) Audit-related feesConsist of aggregate fees for accounting consultations and other services that were reasonably related to the performance of audits or reviews of ourconsolidated financial statements and were not reported above under “Audit Fees.”(3) Tax feesThere were no tax fees incurred for the years ended March 31, 2017 or 2016.(4) All other feesConsist of aggregate fees billed for products and services provided by the independent registered public accounting firm other than those disclosedabove. These fees consisted of an amount paid for the use of an online accounting research tool.All services provided by Ernst & Young LLP to the Company in fiscal 2017 and 2016 were approved by means of specific pre-approvals by the auditcommittee.Pre-approval policies for non-audit servicesThe Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by ourindependent registered public accounting firm. These policies generally provide that we will not engage our independent registered public accounting firmto render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered intopursuant to the pre-approval procedure described below.96 The audit committee pre-approves all auditing services and the terms of non-audit services, but only to the extent that the non-audit services are notprohibited under applicable law and the committee determines that the non-audit services do not impair the independence of the independent registeredpublic accounting firm. In situations where it is impractical to wait until the next regularly scheduled quarterly meeting, the chairman of the audit committeehas been delegated authority to approve audit and non-audit services. The chairman is required to report any approvals to the full committee at its nextscheduled meeting.From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independentregistered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be providedand is also generally subject to a maximum dollar amount. Any proposed services exceeding pre-approved amounts will also require separate pre-approval bythe Audit Committee. In fiscal 2017 and 2016, our Audit Committee approved all of the services provided by Ernst & Young LLP.ITEM 16D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEESNot applicable.ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERSNot applicable.ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTNot applicable.ITEM 16G. CORPORATE GOVERNANCEAs a Jersey company, we are subject to applicable Jersey laws including the Companies (Jersey) Law 1991, as amended. In addition, as a foreignprivate issuer listed on the NASDAQ Global Select Market, we are subject to the NASDAQ corporate governance listing standards. However, the NASDAQGlobal Select Market’s listing standards provide that foreign private issuers are permitted to follow home country corporate governance practices in lieu ofthe NASDAQ rules, with certain exceptions. We currently do not intend to take advantage of any such exemptions.ITEM 16H. MINE SAFETY DISCLOSURENot applicable.PART IIIITEM 17. FINANCIAL STATEMENTSFinancial Statements are filed as part of this Annual Report on Form 20-F, starting on page F-1.ITEM 18. FINANCIAL STATEMENTSFinancial Statements are filed as part of this Annual Report on Form 20-F, starting on page F-1.ITEM 19. EXHIBITSThe exhibits listed on the Exhibit Index hereof are filed herewith in response to this Item. 97 MIMECAST LIMITEDINDEX TO CONSOLIDATED FINANCIAL STATEMENTS PageReport of Independent Registered Public Accounting Firm F-2Consolidated Balance Sheets as of March 31, 2017 and 2016 F-3Consolidated Statements of Operations for the Years Ended March 31, 2017, 2016, and 2015 F-4Consolidated Statements of Comprehensive Loss for the Years Ended March 31, 2017, 2016 and 2015 F-5Consolidated Statements of Convertible Preferred Shares and Shareholders’ Equity (Deficit) for the Years Ended March 31, 2017, 2016 and 2015 F-6Consolidated Statements of Cash Flows for the Years Ended March 31, 2017, 2016 and 2015 F-7Notes to Consolidated Financial Statements F-8 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and Shareholders ofMimecast LimitedWe have audited the accompanying consolidated balance sheets of Mimecast Limited (the Company) as of March 31, 2017 and 2016, and the relatedconsolidated statements of operations, comprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows for each of the threeyears in the period ended March 31, 2017. These financial statements are the responsibility of the Company’s management. Our responsibility is to expressan opinion on these financial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We werenot engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control overfinancial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on atest basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimatesmade by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of MimecastLimited at March 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended March31, 2017, in conformity with U.S. generally accepted accounting principles./s/ Ernst & Young LLPBoston, MassachusettsMay 26, 2017F-2 MIMECAST LIMITEDCONSOLIDATED BALANCE SHEETS(in thousands, except share and per share amounts) As of March 31, 2017 2016 Assets Current assets Cash and cash equivalents $51,319 $106,140 Short-term investments 60,347 — Accounts receivable, net 44,358 33,738 Prepaid expenses and other current assets 10,054 7,362 Total current assets 166,078 147,240 Property and equipment, net 32,009 24,806 Intangible assets, net 1,590 — Goodwill 5,363 254 Other assets 312 2,827 Total assets $205,352 $175,127 Liabilities and shareholders' equity Current liabilities Accounts payable $3,558 $2,891 Accrued expenses and other current liabilities 20,713 15,110 Deferred revenue 84,159 60,889 Current portion of capital lease obligations 233 — Current portion of long-term debt 1,725 4,910 Total current liabilities 110,388 83,800 Deferred revenue, net of current portion 11,189 9,151 Long-term capital lease obligations 245 — Long-term debt — 1,981 Other non-current liabilities 1,538 2,121 Total liabilities 123,360 97,053 Commitments and contingencies (Note 11) Shareholders' equity Ordinary shares, $0.012 par value, 300,000,000 shares authorized; 55,901,996 and 54,216,738 shares issued and outstanding at March 31, 2017 and 2016, respectively 671 651 Additional paid-in capital 183,752 169,037 Accumulated deficit (94,017) (88,576)Accumulated other comprehensive loss (8,414) (3,038)Total shareholders' equity 81,992 78,074 Total liabilities and shareholders' equity $205,352 $175,127 The accompanying notes are an integral part of these consolidated financial statements.F-3 MIMECAST LIMITEDCONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except per share amounts) Year Ended March 31, 2017 2016 2015 Revenue $186,563 $141,841 $116,085 Cost of revenue 50,314 41,809 36,821 Gross profit 136,249 100,032 79,264 Operating expenses Research and development 22,593 17,663 14,461 Sales and marketing 96,154 65,187 51,224 General and administrative 27,875 19,756 15,806 Restructuring — — 1,203 Total operating expenses 146,622 102,606 82,694 Loss from operations (10,373) (2,574) (3,430)Other income (expense) Interest income 510 74 62 Interest expense (268) (690) (703)Foreign exchange income 6,892 811 4,508 Total other income (expense), net 7,134 195 3,867 (Loss) income before income taxes (3,239) (2,379) 437 Provision for income taxes 2,202 865 152 Net (loss) income $(5,441) $(3,244) $285 Reconciliation of net (loss) income to net (loss) income applicable to ordinary shareholders: Net (loss) income $(5,441) $(3,244) $285 Net (loss) income applicable to participating securities — — 80 Net (loss) income applicable to ordinary shareholders—basic $(5,441) $(3,244) $205 Net (loss) income $(5,441) $(3,244) $285 Net (loss) income applicable to participating securities — — 75 Net (loss) income applicable to ordinary shareholders—diluted $(5,441) $(3,244) $210 Net (loss) income per share applicable to ordinary shareholders: (Note 2) Basic $(0.10) $(0.08) $0.01 Diluted $(0.10) $(0.08) $0.01 Weighted-average number of ordinary shares used in computing net (loss) income per share applicable to ordinary shareholders: Basic 54,810 40,826 32,354 Diluted 54,810 40,826 36,075 The accompanying notes are an integral part of these consolidated financial statements.F-4 MIMECAST LIMITEDCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(in thousands) Year ended March 31, 2017 2016 2015 Net (loss) income $(5,441) $(3,244) $285 Other comprehensive loss: Net unrealized losses on investments, net of tax effects of $0 for the year ended March31, 2017 (129) — — Foreign currency translation adjustment (5,247) (1,707) (3,537)Comprehensive loss $(10,817) $(4,951) $(3,252) The accompanying notes are an integral part of these consolidated financial statements.F-5 MIMECAST LIMITEDCONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES ANDSHAREHOLDERS’ EQUITY (DEFICIT)(in thousands) Convertible Preferred Accumulated Total Shares Ordinary Shares Additional Other Shareholders' Number of Number of Paid-in Accumulated Comprehensive (Deficit) Shares Amount Shares Amount Capital Deficit (Loss) Income Equity Balance as of March 31, 2014 12,576 $59,305 32,044 $385 $26,276 $(85,617) $2,206 $(56,750)Net income — — — — — 285 — 285 Foreign currency translation adjustment — — — — — — (3,537) (3,537)Issuance of ordinary shares upon exercise of share options — — 868 10 622 — — 632 Issuance of ordinary shares upon settlement of liability awards — — 16 — 93 — — 93 Share-based compensation — — — — 5,426 — — 5,426 Balance as of March 31, 2015 12,576 59,305 32,928 395 32,417 (85,332) (1,331) (53,851)Net loss — — — — — (3,244) — (3,244)Foreign currency translation adjustment — — — — — — (1,707) (1,707)Issuance of ordinary shares upon exercise of share options — — 941 12 873 — — 885 Issuance of ordinary shares upon settlement of liability awards — — 50 — 523 — — 523 Conversion of convertible preferred shares into ordinary shares (12,576) (59,305) 12,576 151 59,154 — — 59,305 Class C ordinary shares lost upon conversion to Class A ordinary shares — — (31) — — — — — Issuance of ordinary shares in relation to IPO, net of public offering issuance costs of $9,172 — — 7,750 93 68,235 — — 68,328 Share-based compensation — — — — 7,835 — — 7,835 Vesting of restricted share units — — 3 — — — — — Balance as of March 31, 2016 — — 54,217 651 169,037 (88,576) (3,038) 78,074 Net loss — — — — — (5,441) — (5,441)Foreign currency translation adjustment — — — — — — (5,247) (5,247)Unrealized losses on investments — — — — — — (129) (129)Issuance of ordinary shares upon exercise of share options — — 1,657 20 4,456 — — 4,476 Share-based compensation — — — — 10,259 — — 10,259 Vesting of restricted share units — — 28 — — — — — Balance as of March 31, 2017 — $— 55,902 $671 $183,752 $(94,017) $(8,414) $81,992 The accompanying notes are an integral part of these consolidated financial statements.F-6 MIMECAST LIMITEDCONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands) Year ended March 31, 2017 2016 2015 Operating activities Net (loss) income $(5,441) $(3,244) $285 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 11,881 10,527 11,028 Share-based compensation expense 10,294 7,886 5,426 Provision for doubtful accounts 87 91 133 Gain on disposal of fixed assets (4) (5) (16)Other non-cash items 132 106 110 Unrealized currency gain on foreign denominated transactions (6,496) (988) (4,052)Changes in assets and liabilities: Accounts receivable (11,750) (9,820) (4,334)Prepaid expenses and other current assets (2,752) (2,191) 684 Other assets 1,861 (437) (206)Accounts payable 758 (542) (38)Deferred revenue 29,072 18,588 11,378 Accrued expenses and other liabilities 4,872 4,672 2,849 Net cash provided by operating activities 32,514 24,643 23,247 Investing activities Purchases of investments (67,550) — — Maturities of investments 7,000 — — Purchases of property and equipment (18,491) (14,234) (12,583)Payments for acquisitions (5,574) — — Net cash used in investing activities (84,615) (14,234) (12,583)Financing activities Proceeds from exercises of share options 4,476 885 632 Payments on debt (4,559) (5,412) (3,483)Payments on capital lease obligations (249) — — Proceeds from issuance of debt, net of issuance costs — — 8,282 Proceeds from initial public offering, net of issuance costs — 68,328 — Net cash (used in) provided by financing activities (332) 63,801 5,431 Effect of foreign exchange rates on cash (2,388) (960) (2,363)Net (decrease) increase in cash and cash equivalents (54,821) 73,250 13,732 Cash and cash equivalents at beginning of period 106,140 32,890 19,158 Cash and cash equivalents at end of period $51,319 $106,140 $32,890 Supplemental disclosure of cash flow information Cash paid during the period for interest $211 $488 $593 Cash paid during the period for income taxes $2,046 $58 $32 Supplemental disclosure of non-cash investing and financing Unpaid purchases of property and equipment $848 $308 $1,591 Conversion of convertible preferred shares to ordinary shares $— $59,305 $— Amounts due for acquisition of business $600 $— $— Property and equipment acquired under capital lease $713 $— $— The accompanying notes are an integral part of these consolidated financial statements.F-7 MIMECAST LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTSYears ended March 31, 2017, 2016 and 2015(in thousands, except share and per share data, unless otherwise noted)1. Organization and Description of BusinessMimecast Limited (Mimecast Jersey) is a public limited company organized under the laws of the Bailiwick of Jersey on July 28, 2015. OnNovember 4, 2015, Mimecast Jersey changed its corporate structure whereby it became the holding company of Mimecast Limited (Mimecast UK), a privatelimited company incorporated in 2003 under the laws of England and Wales, and its wholly-owned subsidiaries by way of a share-for-share exchange inwhich the shareholders of Mimecast UK exchanged their shares in Mimecast UK for an identical number of shares of the same class in Mimecast Jersey. Uponthe exchange, the historical consolidated financial statements of Mimecast UK became the historical consolidated financial statements of Mimecast Jersey.Mimecast Jersey and its subsidiaries (together the Group, the Company, Mimecast or we) is headquartered in London, England. The principal activityof the Group is the provision of email management services. Mimecast delivers a software-as-a-service (SaaS) enterprise email management service forarchiving, continuity, and security. By unifying disparate and fragmented email environments into one holistic solution from the cloud, Mimecast minimizesrisk and reduces cost and complexity while providing total end-to-end control of email. Mimecast’s proprietary software platform provides a single system toaddress key email management issues. Mimecast operates principally in Europe, North America, Africa and Australia.The Company is subject to a number of risks and uncertainties common to companies in similar industries and stages of development including, butnot limited to, rapid technological changes, competition from substitute products and services from larger companies, customer concentration, managementof international activities, protection of proprietary rights, patent litigation, and dependence on key individuals.2. Summary of Significant Accounting PoliciesThe accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below andelsewhere in these notes to the consolidated financial statements. The Company believes that a significant accounting policy is one that is both important tothe portrayal of the Company’s financial condition and results, and requires management’s most difficult, subjective, or complex judgments, often as theresult of the need to make estimates about the effect of matters that are inherently uncertain.Basis of PresentationThe accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the UnitedStates of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally acceptedaccounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial AccountingStandards Board (FASB).Goodwill in the amount of $0.3 million was included in other assets as of March 31, 2016 and has been reclassified to goodwill in this Annual Reporton Form 20-F to conform to current period presentation. This had no impact on previously reported results of operations or cash flows.Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances havebeen eliminated in consolidation.Share ConsolidationOn November 3, 2015, a committee of the Company’s Board of Directors (the Board) approved a 1-for-6 share consolidation of the Company’s shares.The share consolidation was approved by our shareholders on November 5, 2015 and became effective on November 5, 2015. All share and per share datashown in the accompanying consolidated financial statements and related notes have been retroactively revised to reflect the reverse stock split. F-8 Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reportedamounts of income and expenses during the reporting period.Significant estimates relied upon in preparing these consolidated financial statements include revenue recognition, allowances for doubtful accounts,intangible asset valuations, amortization periods, expected future cash flows used to evaluate the recoverability of long-lived assets, contingent liabilities,expensing and capitalization of research and development costs for internal-use software, the determination of the fair value of share-based awards issued,share-based compensation expense, and the recoverability of the Company’s net deferred tax assets and related valuation allowance.Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. The Company bases its estimateson historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ frommanagement’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if suchassumptions are reasonable when made. Changes in estimates are recorded in the period in which they become known.Subsequent Events ConsiderationsThe Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provideadditional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. SeeNote 15.Cash, Cash Equivalents and InvestmentsThe Company considers all highly liquid instruments purchased with an original maturity date of 90 days or less from the date of purchase to be cashequivalents. Cash and cash equivalents consist of cash on deposit with banks, amounts held in interest-bearing money market funds and investments withmaturities of 90 days or less from the date of purchase. Cash equivalents are carried at cost, which approximates their fair market value. Investments notclassified as cash equivalents are presented as either short-term or long-term investments based on both their stated maturities as well as the time period theCompany intends to hold such securities. The Company determines the appropriate classification of investments at the time of purchase and reevaluates suchdesignation at each balance sheet date. The Company adjusts the cost of investments for amortization of premiums and accretion of discounts to maturity.The Company includes such amortization and accretion in interest income.The Company has classified all of its investments as of March 31, 2017 as available-for-sale pursuant to ASC 320, Investments – Debt and EquitySecurities. The Company records available-for-sale securities at fair value, with unrealized gains and losses included in accumulated other comprehensiveloss in shareholders’ equity. The Company includes interest and dividends on securities classified as available-for-sale in interest income. Realized gains andlosses are recorded in the consolidated statements of operations and comprehensive loss based on the specific-identification method. There were no realizedgains or losses on investments for the year ended March 31, 2017.The Company reviews investments for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost andevidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. Other-than-temporary impairments ofinvestments are recognized in the consolidated statements of operations if the Company has experienced a credit loss, has the intent to sell the investment, orif it is more likely than not that the Company will be required to sell the investment before recovery of the amortized cost basis. Evidence considered in thisassessment includes reasons for the impairment, compliance with the Company’s investment policy, the severity and the duration of the impairment andchanges in value subsequent to the end of the period. The aggregate fair value of investments held by the Company in an unrealized loss position for lessthan twelve months as of March 31, 2017 was $47.8 million. As of March 31, 2017, the Company determined that no other-than-temporary impairments wererequired to be recognized in the consolidated statements of operations.F-9 The following is a summary of cash, cash equivalents and investments as of March 31, 2017 and March 31, 2016: AmortizedCost GrossUnrealizedGains GrossUnrealizedLosses EstimatedFair Value March 31, 2017: Cash and cash equivalents due in 90 days or less $51,319 $— $— $51,319 Investments: U.S. treasury securities due in one year or less 3,501 5 — 3,506 Non-U.S. government securities due in one year or less 14,515 2 (23) 14,494 Corporate securities due in one year or less 42,460 2 (115) 42,347 Total investments 60,476 9 (138) 60,347 Total cash, cash equivalents and investments $111,795 $9 $(138) $111,666 AmortizedCost GrossUnrealizedGains GrossUnrealizedLosses EstimatedFair Value March 31, 2016: Cash and cash equivalents due in 90 days or less $106,140 $— $— $106,140 Revenue RecognitionThe Company derives its revenue from two sources: (1) subscription revenue, which is comprised of subscription fees from customers accessing theCompany’s cloud services and from customers purchasing additional support beyond the standard support that is included in the basic subscription fees; and(2) related professional services and other revenue, which consists primarily of set-up and ingestion fees as well as training fees.The Company recognizes revenue when all of the following conditions are satisfied: •there is persuasive evidence of an arrangement; •the service has been or is being provided to the customer; •the collection of the fees is probable; and •the amount of fees to be paid by the customer is fixed or determinable.The Company’s subscription arrangements provide customers the right to access its hosted software applications. Customers do not have the right totake possession of the Company’s software during the hosting arrangement. Accordingly, the Company recognizes revenue in accordance with ASC 605,Revenue Recognition, and Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition.The Company’s products and services are sold directly by the Company’s sales force and also indirectly by third-party resellers. In accordance withthe provisions of ASC 605, the Company has considered certain factors in determining whether the end-user or the third-party reseller is the Company’scustomer in arrangements involving resellers. The Company has concluded that in the majority of transactions with resellers, the reseller is the Company’scustomer. In these arrangements, the Company considered that it is the reseller, and not the Company, that has the relationship with the end-user.Specifically, the reseller has the ability to set pricing with the end-user and the credit risk with the end-user is borne by the reseller. Further, the reseller is notobligated to report its transaction price with the end-user to the Company, and in the majority of transactions, the Company is unable to determine theamount paid by the end-user customer to the reseller in these transactions. As a result of such considerations, revenue for these transactions is presented in theaccompanying consolidated statements of operations based upon the amount billed to the reseller. For transactions where the Company has determined thatthe end-user is the ultimate customer, revenue is presented in the accompanying consolidated statements of operations based on the transaction price with theend-user.Subscription and support revenue is recognized ratably over the term of the contract, typically one year in duration, beginning on the commencementdate of each contract.Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenuerecognition criteria have been met.F-10 The Company’s professional services contracts are on a time and material basis. When these services are not combined with subscription revenues as asingle unit of accounting, as discussed below, these revenues are recognized as the services are rendered.Revenue is presented net of any taxes collected from customers.At times, the Company may enter into arrangements with multiple-deliverables that generally include multiple subscriptions, premium support andprofessional services. For arrangements with multiple deliverables, the Company evaluates each deliverable to determine whether it represents a separate unitof accounting based on the following criteria: (a) whether the delivered item has value to the customer on a stand-alone basis; and (b) if the contract includesa general right of return relative to the delivered item, whether delivery or performance of the undelivered items is considered probable and substantiallywithin our control.If the deliverables are determined to qualify as separate units of accounting, consideration is allocated to each unit of accounting based on the units’relative selling prices. The Company determines the relative selling price for a deliverable based on its vendor-specific objective evidence of fair value(VSOE), if available, or its best estimate of selling price (BESP), if VSOE is not available. The Company has determined that third-party evidence of sellingprice (TPE) is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricinginformation. The amount of revenue allocated to delivered items is limited by contingent revenue, if any.Subscription services have standalone value as such services are often sold separately. In determining whether professional services sold together withthe subscription services have standalone value, the Company considers the following factors for each professional services agreement: availability of theservices from other vendors, the nature of the professional services, the determination that customers cannot resell the services that Mimecast provides, thetiming of when the professional services contract was signed in comparison to the subscription service start date and the contractual dependence of thesubscription service on the customer’s satisfaction with the professional services work. Professional services sold at the time of the multiple-elementsubscription arrangement typically include customer set-up and ingestion services. To date, the Company has concluded that all of these professionalservices included in executed multiple-deliverable arrangements do not have standalone value and are therefore not considered separate units of accounting.These professional services are purchased by customers only in contemplation of, or in concert with, purchasing one of the hosted subscription solutions and,therefore, are not considered a substantive service, such that the provision of such service does not reflect the culmination of the earnings process. Mimecastdoes not sell these services without the related underlying primary subscription as there would be no practical interest or need on the behalf of a customer tobuy these services without the underlying subscription. The Company does not have any knowledge of other vendors selling these services on a stand-alonebasis and there is no way for an end-user to resell the deliverable. Accordingly, the deliverables within the arrangement including both subscription servicesand other professional services are accounted for as a single unit of accounting in accordance with the guidance in SAB No. 104. On these occasions, revenuefor the professional services deliverables in the arrangement is recognized on a straight-line basis over the contractual term or the average customer life, asfurther described below.Deferred RevenueDeferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described aboveand is recognized as the revenue recognition criteria are met. In addition, deferred revenue consists of amounts paid by customers related to upfront set-up oringestion fees. Revenue related to such services is recognized over the contractual term or the average customer life, whichever is longer. The estimatedcustomer life has been determined to be five years.Deferred revenue that is expected to be recognized during the succeeding twelve month period is recorded as current deferred revenue and theremaining portion is recorded as noncurrent in the accompanying consolidated balance sheets.Cost of RevenueCost of revenue primarily consists of expenses related to supporting and hosting the Company’s product offerings and delivering professionalservices. These costs include salaries, benefits, incentive compensation and share-based compensation expense related to the management of the Company’sdata centers, customer support team and the Company’s professional services team, in addition to third-party service provider costs such as data center andnetworking expenses, allocated overhead and depreciation expense.F-11 Concentration of Credit Risk and Off-Balance Sheet RiskThe Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financialinstruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents, investments and accountsreceivable. We maintain our cash and cash equivalents with major financial institutions of high-credit quality. Although the Company deposits its cash withmultiple financial institutions, its deposits, at times, may exceed federally insured limits.Credit risk with respect to accounts receivable is dispersed due to our large number of customers. The Company’s accounts receivable are derived fromrevenue earned from customers primarily located in the United Kingdom, the United States, and South Africa. The Company generally does not require itscustomers to provide collateral or other security to support accounts receivable. Credit losses historically have not been significant and the Companygenerally has not experienced any material losses related to receivables from individual customers, or groups of customers. Due to these factors, no additionalcredit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. As of March 31,2017 and 2016, no individual customer represented more than 10% of our accounts receivable. During the years ended March 31, 2017, 2016 and 2015, noindividual customer represented more than 10% of our revenue.The Company's Board approved investment policy permits investments in fixed income securities denominated and payable in U.S. dollars includingU.S. government and agency securities, non-U.S. government securities, money market instruments, commercial paper, certificates of deposit, corporate bondsand asset-backed securities. The Company diversifies its investment portfolio by investing in multiple types of investment-grade securities across variousindustries and issuers, limiting the amount invested in individual securities and limiting the average maturity to two years or less.As of March 31, 2017, our investments consisted primarily of investment-grade fixed income corporate debt securities with maturities ranging from 1to 10 months, non-U.S. government securities with maturities ranging from 5 to 12 months and U.S. treasury securities with maturities in less than a month.Allowance for Doubtful AccountsWe make judgments as to our ability to collect outstanding receivables and provide allowances for the portion of receivables when a loss isreasonably expected to occur. The allowance for doubtful accounts is established to represent the best estimate of the net realizable value of the outstandingaccounts receivable. The development of the allowance for doubtful accounts is based on a review of past due amounts, historical write-off and recoveryexperience, as well as aging trends affecting specific accounts and general operational factors affecting all amounts. In addition, factors are developedutilizing historical trends in bad debts, returns and allowances.We consider current economic trends when evaluating the adequacy of the allowance for doubtful accounts. If circumstances relating to specificcustomers change or unanticipated changes occur in the general business environment, our estimates of the recoverability of receivables could be furtheradjusted. For the years ended March 31, 2017, 2016 and 2015, bad debt expense was $87, $91 and $133, respectively. The allowance for doubtful accountsas of March 31, 2017 and 2016 was not material.Property and Equipment Property and equipment are stated at cost, and are depreciated using the straight-line method over the estimated useful life of the assets. Leaseholdimprovements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Property and equipment acquired under capitalleases is amortized over the lease term or, in circumstances where ownership is transferred by the end of the lease or there is a bargain purchase option, overthe useful life that would be assigned if the asset were owned. Upon retirement or sale, the cost of assets disposed of, and the related accumulateddepreciation, are removed from the accounts, and any resulting gain or loss is included in the determination of net (loss) income in the period of retirement orsale. The estimated useful lives of the Company’s property and equipment are as follows: EstimatedUseful LifeComputer equipment 3 to 5Leasehold improvements Lesser of asset life or lease termFurniture and fixtures 5Office equipment 3 F-12 Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property andequipment.Business CombinationsIn accordance with ASC 805, Business Combinations (ASC 805), we recognize the tangible and intangible assets acquired and liabilities assumedbased on their estimated fair values. Determining these fair values requires management to make significant estimates and assumptions, especially withrespect to intangible assets.We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair value. Goodwill as of the acquisition date is measured asthe excess of consideration transferred over the net of the acquisition date fair value of the assets acquired and the liabilities assumed and represents theexpected future economic benefits arising from other assets acquired that are not individually identified and separately recognized. While we use our bestestimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date,our estimates are inherently uncertain and subject to refinement. Assumptions may be incomplete or inaccurate, and unanticipated events or circumstancesmay occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. As a result, during the measurement period, which maybe up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill tothe extent that we identify adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination ofthe values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements ofoperations.Goodwill and acquired intangible assetsGoodwill is not amortized, but is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying valuemay not be recoverable. We have determined that there is a single reporting unit for the purpose of conducting this goodwill impairment assessment. Forpurposes of assessing potential impairment, we estimate the fair value of the reporting unit, based on our market capitalization, and compare this amount tothe carrying value of the reporting unit. If we determine that the carrying value of the reporting unit exceeds its fair value, an impairment charge would berequired. Our annual goodwill impairment test is performed as of January 1st of each year. To date, we have not identified any impairment to goodwill.Intangible assets acquired in a business combination are recorded at their estimated fair values at the date of acquisition. We amortize acquireddefinite-lived intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot bereadily determined, on a straight-line basis.Impairment of Long-Lived AssetsThe Company reviews long-lived assets, including property and equipment and definite-lived intangible assets, for impairment whenever events orchanges in circumstances indicate that the carrying value of an asset may not be recoverable. During this review, the Company re-evaluates the significantassumptions used in determining the original cost and estimated lives of long-lived assets. Although the assumptions may vary from asset to asset, theygenerally include operating results, changes in the use of the asset, cash flows, and other indicators of value. Management then determines whether theremaining useful life continues to be appropriate, or whether there has been an impairment of long-lived assets based primarily upon whether expected futureundiscounted cash flows are sufficient to support the recoverability of these assets. Recoverability of these assets is measured by comparison of the carryingamount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is considered to be impaired, the amount of anyimpairment is measured as the difference between the carrying value and the fair value of the impaired asset.For the years ended March 31, 2017, 2016 and 2015, the Company did not identify any impairment of its long-lived assets.Fair Value MeasurementsASC 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for instruments measured at fair value thatdistinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputsare inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability,and are developed based on the best information available in the circumstances.ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer aliability in an orderly transaction between market participants based on the highest and best use of the asset orF-13 liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing anasset or liability. The Company uses valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use ofunobservable inputs. These inputs are prioritized as follows: •Level 1 inputs—Unadjusted observable quoted prices in active markets for identical assets or liabilities that the reporting entity has the abilityto access at the measurement date. •Level 2 inputs—Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. •Level 3 inputs—Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about theassumptions that market participants would use in pricing the assets or liabilities.To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair valuerequires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized inLevel 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair valuemeasurement.The Company evaluates assets and liabilities subject to fair value measurements on a recurring and nonrecurring basis to determine the appropriatelevel to classify them for each reporting period.The Company measures eligible assets and liabilities at fair value, with changes in value recognized in earnings. Fair value treatment may be electedeither upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Companydid not elect to remeasure any of its existing financial assets or liabilities, and did not elect the fair value option for any financial assets and liabilitiestransacted in the years ended March 31, 2017, 2016 and 2015.Software Development CostsCosts incurred to develop software applications used in the Company’s SaaS platform consist of certain direct costs of materials and services incurredin developing or obtaining internal-use computer software, and payroll and payroll-related costs for employees who are directly associated with, and whodevote time to, the project. These costs generally consist of internal labor during configuration, coding, and testing activities. Research and developmentcosts incurred during the preliminary project stage or costs incurred for data conversion activities, training, maintenance and general and administrative oroverhead costs are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, arecapitalized until the application is substantially complete and ready for its intended use. Qualified costs incurred during the operating stage of theCompany’s software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in addedfunctionality, while costs incurred for maintenance of, and minor upgrades and enhancements to, internal-use software are expensed as incurred. During theyears ended March 31, 2017, 2016 and 2015, the Company believes the substantial majority of its development efforts were either in the preliminary projectstage of development or in the operation stage (post-implementation), and accordingly, no costs have been capitalized during these periods. These costs areincluded in the accompanying consolidated statements of operations as research and development expense.Foreign Currency TranslationThe reporting currency of the Company is the U.S. dollar. We determine the functional currency for our foreign subsidiaries by reviewing thecurrencies in which its respective operating activities occur. The functional currency of the Company’s foreign subsidiaries is the local currency of eachsubsidiary. All assets and liabilities in the balance sheets of entities whose functional currency is a currency other than the U.S. dollar are translated into U.S.dollar equivalents at exchange rates as follows: (i) asset and liability accounts at period-end rates, (ii) income statement accounts at weighted-averageexchange rates for the period, and (iii) shareholders’ equity accounts at historical exchange rates. Foreign exchange transaction gains and losses are includedin foreign exchange income in the accompanying consolidated statements of operations. The effects of foreign currency translation adjustments are includedas a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets.Net (Loss) Income Per ShareNet (loss) income per share information is determined using the two-class method, which includes the weighted-average number of ordinary sharesoutstanding during the period and other securities that participate in dividends (a participating security). The Company considered its convertible preferredshares to be participating securities because they included rights to participate in dividends with the ordinary shares.F-14 Under the two-class method, basic net (loss) income per share attributable to ordinary shareholders is computed by dividing the net (loss) incomeattributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted net (loss) income per shareattributable to ordinary shareholders is computed using the more dilutive of (1) the two-class method or (2) the if-converted method. The Company allocatednet income first to preferred shareholders based on dividend rights under the Company’s articles of association and then to preferred and ordinaryshareholders based on ownership interests. Net losses were not allocated to preferred shareholders as they did not have an obligation to share in theCompany’s net losses.Diluted net (loss) income per share gives effect to all potentially dilutive securities. Potential dilutive securities consist of ordinary shares issuableupon the exercise of share options, ordinary shares issuable upon the vesting of restricted share units and awards and ordinary shares issuable upon theconversion of our convertible preferred shares.The following table presents the calculation of basic and diluted net (loss) income per share: Year Ended March 31, 2017 2016 2015 Numerator: Net (loss) income $(5,441) $(3,244) $285 Net (loss) income applicable to participating securities — — 80 Net (loss) income applicable to ordinary shareholders—basic $(5,441) $(3,244) $205 Net (loss) income $(5,441) $(3,244) $285 Net income (loss) applicable to participating securities — — 75 Net (loss) income applicable to ordinary shareholders—diluted $(5,441) $(3,244) $210 Denominator: Weighted-average number of ordinary shares used in computing net (loss) income per share applicable to ordinary shareholders—basic 54,810 40,826 32,354 Dilutive effect of share equivalents resulting from share options and restricted shares — — 3,721 Weighted average number of ordinary shares used in computing net (loss) income per share—diluted 54,810 40,826 36,075 Net (loss) income per share applicable to ordinary shareholders: Basic $(0.10) $(0.08) $0.01 Diluted $(0.10) $(0.08) $0.01 The following potentially dilutive ordinary share equivalents have been excluded from the calculation of diluted weighted-average sharesoutstanding for the years ended March 31, 2017, 2016 and 2015 as their effect would have been anti-dilutive for the periods presented: Year Ended March 31, 2017 2016 2015 Share options outstanding 8,681 6,870 — Unvested restricted share units 28 42 — Convertible preferred shares — 8,144 — Advertising and Promotion CostsExpenses related to advertising and promotion of solutions is charged to sales and marketing expense as incurred. We incurred advertising expenses of$11.5 million, $5.6 million and $3.7 million during the years ended March 31, 2017, 2016 and 2015, respectively.Income TaxesWe account for income taxes in accordance with ASC 740, Income Taxes. ASC 740 is an asset and liability approach that requires recognition ofdeferred tax assets and liabilities for the expected future tax consequences attributable to differences between the carrying amounts of assets and liabilities forfinancial reporting purposes and their respective tax basis, and for operating loss andF-15 tax credit carryforwards. ASC 740 requires a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely thannot that some or all of the deferred tax assets will not be realized.We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by thetax authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such position are thenmeasured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. As of March 31, 2017 and 2016, we did nothave any uncertain tax positions that would impact our net tax provision if recognized.Share-Based CompensationThe Company accounts for share-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation, whichrequires the recognition of expense related to the fair value of share-based compensation awards in the statements of operations. For share options issuedunder the Company’s share-based compensation plans to employees and members of the Board for their services on the Board, the fair value of each optiongrant is estimated on the date of grant, and an estimated forfeiture rate is used when calculating share-based compensation expense for the period. Forrestricted share awards and restricted share units issued under the Company’s share-based compensation plans, the fair value of each grant is calculated basedon the Company’s share price on the date of grant. For service-based awards, the Company recognizes share-based compensation expense on a straight-linebasis over the requisite service period of the award. For awards subject to both performance and service-based vesting conditions, the Company recognizesshare-based compensation expense using an accelerated attribution method when it is probable that the performance condition will be achieved. Forfeituresare required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For share-based awards classified as liabilities, the Company accounts for such liability such that the compensation expense will be remeasured at each reporting dateuntil such award is settled. There we no outstanding liability awards as of March 31, 2017 and 2016.The Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on the fair valueof such services received, or of the equity instruments issued, whichever is more reliably measured. The Company determines the total share-basedcompensation expense related to non-employee awards using the Black-Scholes option-pricing model. Additionally, in accordance with ASC 505, Equity-Based Payments to Non-Employees, the Company accounts for awards to non-employees prospectively, such that the fair value of the awards will beremeasured at each reporting date until the earlier of (a) the performance commitment date or (b) the date the services required under the arrangement havebeen completed. During the year ended March 31, 2016, the Company issued a share-based award to a non-employee in consideration for consulting services.The Company did not issue any share-based awards to non-employees during the years ended March 31, 2017 and 2015.The fair value of each option grant issued under the Company’s share-based compensation plans was estimated using the Black-Scholes option-pricing model that used the following weighted-average assumptions: Year ended March 31, 2017 2016 2015 Expected term (in years) 6.1 6.2 6.3 Risk-free interest rate 2.1% 2.0% 3.1%Expected volatility 41.0% 42.7% 52.6%Expected dividend yield —% —% —%Estimated grant date fair value per ordinary share $20.22 $9.80 $7.20 The weighted-average per share fair value of options granted to employees during the years ended March 31, 2017, 2016 and 2015 was $8.65, $4.69and $4.02 per share, respectively.The expected term of options for service-based awards has been determined utilizing the “Simplified Method,” as the Company does not havesufficient historical share option exercise information on which to base its estimate. The Simplified Method is based on the average of the vesting tranchesand the contractual life of each grant. In addition, the expected term for certain share-based awards which are subject to service-based and performance-basedvesting conditions, is based on management’s estimate of the period of time for which the instrument is expected to be outstanding, factoring in certainassumptions such as the vesting period of the award, length of service and/or the location of the employee. The risk-free interest rate is based on a treasuryinstrument whose term is consistent with the expected term of the share option. Since there was no public market for its ordinary shares prior to theCompany’s initial public offering (IPO) and as the Company’s shares have been publicly traded for a limited time, the Company determined the expectedvolatility for options granted based on an analysis of reported data for a peer group of companies that issue options with substantially similar terms. Theexpected volatility of options granted has been determined using an average of the historical volatilityF-16 measures of this peer group of companies. The Company has not paid, nor anticipates paying, cash dividends on its ordinary shares; therefore, the expecteddividend yield is assumed to be zero. Since the IPO, the share option price is based on the fair market value of the Company’s ordinary shares at the time ofeach grant.Prior to the IPO, in the absence of an active market for the Company’s ordinary shares, the Board, the members of which the Company believes haveextensive business, finance, and venture capital experience, were required to estimate the fair value of the Company’s ordinary shares at the time of eachgrant of a share-based award. The Company and the Board utilized various valuation methodologies in accordance with the framework of the AmericanInstitute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, toestimate the fair value of its ordinary shares. Each valuation methodology included estimates and assumptions that required the Company’s judgment. Theseestimates and assumptions included a number of objective and subjective factors in determining the value of the Company’s ordinary shares at each grantdate, including the following: (1) prices paid for the Company’s convertible preferred shares, which the Company had sold to outside investors in arm’s-length transactions, and the rights, preferences, and privileges of the Company’s convertible preferred shares and ordinary shares; (2) valuations performed byan independent valuation specialist; (3) the Company’s stage of development and revenue growth; (4) the fact that the grants of share-based awards involvedilliquid securities in a private company; and (5) the likelihood of achieving a liquidity event for the ordinary shares underlying the share-based awards, suchas an IPO or sale of the Company, given prevailing market conditions.The Company believes this methodology to have been reasonable based upon the Company’s internal peer company analyses, and further supportedby several arm’s-length transactions involving the Company’s convertible preferred shares. As the Company’s ordinary shares were not actively traded priorto the IPO, the determination of fair value involves assumptions, judgments and estimates. If different assumptions were made, share-based compensationexpense, consolidated net (loss) income and consolidated net (loss) income per share could have been significantly different.See Note 10 for a summary of the share option activity for the year ended March 31, 2017.LeasesThe Company categorizes leases at their inception as either operating or capital leases. On certain lease agreements, the Company may receive rentholidays and other incentives. The Company recognizes lease costs on a straight-line basis once control of the space is achieved, without regard to deferredpayment terms, such as rent holidays that defer the commencement date of required payments or escalating payment amounts. The difference betweenrequired lease payments and rent expense has been recorded as deferred rent. Additionally, incentives received are treated as a reduction of costs over theterm of the agreement, as they are considered an inseparable part of the lease agreement.Comprehensive LossComprehensive loss is defined as the change in equity of a business enterprise during a period from transactions, other events, and circumstances fromnon-owner sources. Comprehensive loss consists of net (loss) income and other comprehensive loss, which includes certain changes in equity that areexcluded from net (loss) income. Specifically, cumulative foreign currency translation adjustments and unrealized gains and losses on investments areincluded in accumulated other comprehensive loss. As of March 31, 2017 and 2016, accumulated other comprehensive income (loss) is presented separatelyon the consolidated balance sheets and consists of cumulative foreign currency translation adjustments and unrealized gains and losses on investments.Recently Issued Accounting PronouncementsFrom time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of thespecified effective date.In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existingrevenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred tocustomers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process toachieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than requiredunder existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in thetransaction price and allocating the transaction price to each separate performance obligation. This guidance is effective for annual reporting periodsbeginning after December 15, 2017 including interim reporting periods within that reporting period and allows for either full retrospective or modifiedretrospective application. Early adoption is permitted.F-17 The Company is still evaluating the impact that this guidance will have on its financial statements and related disclosures. Based on the Company’sprocedures performed to date, nothing has come to its attention that would indicate that the adoption of ASU 2014-09 will have a material impact on itsrevenue recognition, however, further analysis is required and the Company will continue to evaluate this assessment in fiscal 2018. Additionally, theCompany has made a preliminary assessment that there will be an impact relating to the accounting for costs to acquire a contract. Under the standard, theCompany will likely be required to capitalize certain costs, primarily commission expense to sales representatives, on its consolidated balance sheet andamortize such costs over the contractual term or the average customer life. The Company is still evaluating the impact of capitalizing costs to execute acontract. The Company intends to adopt ASU 2014-09 on April 1, 2018. The Company is currently evaluating the adoption method it will apply.In April 2015, the FASB issued ASU No. 2015-05, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), Customer’sAccounting for Fees Paid in a Cloud Computing Arrangement (ASU 2015-05). ASU 2015-05 provides guidance to customers about whether a cloudcomputing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for thesoftware license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include asoftware license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting forservice contracts. The ASU aims to reduce complexity and diversity in practice. The Company adopted this standard prospectively on April 1, 2016 and theadoption did not have a material impact on its consolidated financial statements.In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17). The amendment requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. The ASU is effective forannual periods, including interim periods within those annual periods, beginning after December 15, 2016. Early adoption is permitted. The Companyretrospectively adopted ASU 2015-17 on April 1, 2016 and the adoption did not have a material impact on its consolidated financial statements.In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02). ASU 2016-02 requires a lessee to recognize most leases on thebalance sheet but recognize expenses on the income statement in a manner similar to current practice. The update states that a lessee will recognize a leaseliability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying assets for the lease term. Leases will continue tobe classified as either financing or operating, with classification affecting the recognition, measurement and presentation of expenses and cash flows arisingfrom a lease. ASU 2016-02 is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within thosefiscal years. The Company is currently in the process of evaluating the impact and timing of adoption of the ASU 2016-02 on its consolidated financialstatements.In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-BasedPayment Accounting (ASU 2016-09). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the incometax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscalyears, and interim periods within those annual periods, beginning after December 15, 2016 and allows for prospective, retrospective or modified retrospectiveadoption, depending on the area covered in the update, with early adoption permitted.The Company will adopt this guidance in its first quarter of 2018. Upon adoption, the Company will record any excess tax benefits or deficienciesfrom its equity awards in its consolidated statements of operations in the reporting periods in which vesting or exercise occurs. Subsequent to adoption, theCompany's income tax expense and associated effective tax rate will be impacted by fluctuations in stock price between the grant dates and vesting orexercise dates of equity awards. This guidance will be adopted using a modified retrospective transition method, however the adoption is not expected tohave a material impact to the Company’s deferred tax assets or retained earnings on its consolidated balance sheets.In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and CashPayments (ASU 2016-15). ASU 2016-15 is intended to add or clarify guidance on the classification of certain cash receipts and payments in the statement ofcash flows and to eliminate the diversity in practice related to such classifications. The guidance in ASU 2016-15 is required for annual reporting periodsbeginning after December 15, 2017, with early adoption permitted. The Company is currently in the process of evaluating the impact and timing of adoptionof the ASU 2016-15 on its consolidated financial statements.In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16).The purpose of ASU 2016-16 is to simplify the income tax accounting of an intra-entity transfer of an asset other than inventory and to record its effect whenthe transfer occurs. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods withinthose annual reporting periods and early adoption is permitted.F-18 The Company intends to adopt ASU 2016-16 on April 1, 2018. The Company is currently in the process of evaluating the impact and timing of adoption ofthe ASU 2016-16 on its consolidated financial statements.In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18). ASU 2016-18 requiresthat the statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cashor restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions.The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years and early adoption ispermitted. The Company is currently in the process of evaluating the impact and timing of adoption of the ASU 2016-18 on its consolidated financialstatements.In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04). The standard eliminates thesecond step in the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. The standard iseffective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019, with early adoption permitted. TheCompany is currently in the process of evaluating the impact and timing of adoption of the ASU 2017-04 on its consolidated financial statements.3. Balance Sheet ComponentsPrepaid expenses and other current assets consists of the following: As of March 31, 2017 2016 Research and development investment tax credits $2,102 $1,758 Prepaid expenses 7,095 4,342 Other current assets 857 1,262 Total prepaid expenses and other current assets $10,054 $7,362 Property and equipment consists of the following: As of March 31, 2017 2016 Computer equipment (1) $69,996 $54,935 Leasehold improvements 5,015 4,096 Furniture and fixtures 2,232 1,837 Office equipment 267 253 77,510 61,121 Less: Accumulated depreciation and amortization (1) (45,501) (36,315)Property and equipment, net $32,009 $24,806 (1)Includes property and equipment acquired under capital leases: As of March 31, 2017 Computer equipment $713 Less: Accumulated amortization (59) $654Depreciation and amortization expense was $11.8 million, $10.5 million, and $11.0 million for the years ended March 31, 2017, 2016 and 2015,respectively. Depreciation and amortization expense in the year ended March 31, 2017 included $59 thousand related to property and equipment acquiredunder capital leases.F-19 Accrued expenses and other current liabilities consists of the following: As of March 31, 2017 2016 Accrued payroll and related benefits $11,661 $8,620 Accrued taxes payable 3,490 3,491 Other accrued expenses 5,562 2,999 Total accrued expenses and other current liabilities $20,713 $15,110 Other non-current liabilities consists of the following: As of March 31, 2017 2016 Deferred rent $981 $1,476 Other non-current liabilities 557 645 Total other non-current liabilities $1,538 $2,121 4. AcquisitionsOn November 21, 2016, the Company entered into an Asset Purchase Agreement (APA) to purchase substantially all of the assets of iSheriff, Inc.(iSheriff), a cloud-based security provider. This acquisition will provide Mimecast’s customers additional real-time email threat intelligence and detectionexpertise and complements the Company’s existing portfolio of email security, continuity and archiving solutions.The total preliminary purchase price of $6.2 million consisted of a cash payment of approximately $5.6 million, subject to certain adjustments, and$0.6 million in purchase price held back in respect of claims for indemnification for one year from the purchase date. Additionally, the APA includescontingent consideration related to a discretionary purchase price in the amount of $2.0 million which is payable at the sole and absolute discretion of theCompany on the one year anniversary of the purchase date. The Company considers the payment of the discretionary purchase price to be remote and hasdetermined the fair value of the contingent consideration to be zero.The acquisition of iSheriff has been accounted for as a business combination and, in accordance with ASC 805, the Company has recorded the assetsacquired and liabilities assumed at their respective fair values as of the acquisition date. The following table summarizes the preliminary purchase priceallocation as of March 31 2017: Fair value of assets acquired and liabilities assumed: Prepaid expenses $65 Accounts receivable 237 Intangible assets 1,654 Goodwill 5,142 Total assets acquired 7,098 Deferred revenue (796)Accrued liabilities (128)Total fair value of assets acquired and liabilities assumed $6,174 In the year ended March 31, 2017, acquisition-related expenses of $0.7 million were expensed as incurred and included in general and administrativeexpenses in the consolidated statements of operations. The operating results of iSheriff have been included in the consolidated statements of operationsbeginning on the acquisition date.The significant intangible assets identified in the preliminary purchase price allocation discussed above include developed technology and customerrelationships, which are amortized over their respective useful lives on a straight line basis. The preliminary allocation of the purchase price may be subjectto revisions as additional information is obtained about the facts and circumstances that existed at the time of acquisition. To value the developedtechnology asset, the Company utilized the income approach, specifically a discounted cash-flow method known as the multi-period excess earnings method.Customer relationships represent the underlying relationships with certain customers to provide ongoing services for products sold. The Company utilizedthe income approach, specifically the distribution method which is a subset of the excess-earnings method, to value the customer relationships.F-20 A portion of the purchase price has been allocated to intangible assets and goodwill, respectively, and is reflected in the tables above. The fair value ofthe assets acquired and liabilities assumed is less than the purchase price, resulting in the recognition of goodwill. The goodwill reflects the value of thesynergies we expect to realize and the assembled workforce and is not deductible for tax purposes. The purchase price has been allocated to the tangible andintangible assets acquired and liabilities assumed based upon the respective estimates of fair value as of the date of the acquisition and using assumptionsthat the Company’s management believes are reasonable.The following table presents the estimated fair values and useful lives of the identifiable intangible assets acquired and risk-adjusted discount ratesused in the valuation: Amount EstimatedUseful Life (inyears) Risk AdjustedDiscount Ratesused inValuation Developed technology $1,546 10 18%Customer relationships 108 7 18%Total identifiable intangible assets $1,654 Pro Forma Financial Information (unaudited)The following unaudited pro forma information presents the condensed combined results of operations of the Company and iSheriff for the year endedMarch 31, 2017 as if the acquisition of iSheriff had been completed on April 1, 2015. These pro forma condensed consolidated financial results have beenprepared for comparative purposes only and include certain adjustments that reflect pro forma results of operations such as fair value adjustments (step-downs) for deferred revenue, reversal of revenues and costs directly attributable to products not acquired, increased amortization for the fair value of acquiredintangible assets and adjustments to eliminate transaction costs incurred by the Company and iSheriff.The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of theoperations of the Company and iSheriff. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarilyindicative of the results of operations that actually would have been achieved had the acquisition occurred as of April 1, 2015, nor are they intended torepresent or be indicative of future results of operations: Year ended March 31, 2017 2016 Revenue $187,577 $142,951 Net loss (6,842) (8,690) Basic and diluted net loss per share $(0.12) $(0.21)Weighted average number of ordinary shares used in computing basic and diluted net loss per share 54,810 40,826 5. Goodwill and Intangible AssetsThe following table reflects goodwill activity in each of the periods presented: Year ended March 31, 2017 2016 Beginning balance $254 $262 Goodwill acquired 5,151 — Goodwill adjustment (9) — Effect of foreign exchange rates (33) (8)Ending balance $5,363 $254F-21 Purchased intangible assets consist of the following: Weighted- Average March 31, 2017 Remaining Gross Net Useful Life Carrying Accumulated Carrying (in years) Value Amortization Value Developed technology 10 $1,546 $58 $1,488 Customer relationships 7 108 6 102 $1,654 $64 $1,590 The Company recorded amortization expense of $64 thousand for the year ended March 31, 2017. Amortization relating to developed technology isrecorded within cost of revenue and amortization of customer relationships is recorded within sales and marketing expenses.Future estimated amortization expense of acquired intangibles as of March 31, 2017 is as follows: 2018 170 2019 170 2020 170 2021 170 Thereafter 910 Total $1,590 6. Fair Value MeasurementThe Company’s financial instruments include cash, cash equivalents, accounts receivable, investments, accounts payable, accrued expenses, capitallease obligations and long-term debt. The carrying amount of the Company’s long-term debt and capital lease obligations approximate their fair values dueto the interest rates the Company believes it could obtain for arrangements with similar terms. The Company’s investments are classified as available-for-saleand reported at fair value in accordance with the market approach utilizing quoted prices that were directly or indirectly observable. The carrying amount ofthe remainder of the Company’s financial instruments approximated their fair values as of March 31, 2017 and 2016, due to the short-term nature of thoseinstruments.The Company has evaluated the estimated fair value of financial instruments using available market information. The use of different marketassumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts.Fair values determined using “Level 1 inputs” utilize unadjusted quoted prices in active markets for identical assets or liabilities that we have theability to access. Fair values determined using "Level 2 Inputs" utilize quoted prices that are directly or indirectly observable. Fair values determined using“Level 3 inputs” utilize unobservable inputs for determining fair values of assets or liabilities that reflect an entity's own assumptions in pricing assets orliabilities. As of March 31, 2017 and 2016, we did not have any assets or liabilities measured at fair value on a recurring basis using significant unobservableinputs (Level 3).The following table summarizes financial assets measured and recorded at fair value on a recurring basis in the accompanying consolidated balancesheets as of March 31, 2017 and 2016, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: March 31, 2017 Quoted Prices inActive Marketsfor Identical Assets(Level 1 Inputs) SignificantOtherObservableInputs (Level 2Inputs) Total Assets: Money market funds $7,478 $— $7,478 U.S. treasury securities — 3,506 3,506 Non-U.S. government securities — 14,494 14,494 Corporate debt securities — 42,347 42,347 Total assets $7,478 $60,347 $67,825F-22 March 31, 2016 Quoted Prices inActive Marketsfor Identical Assets(Level 1 Inputs) SignificantOtherObservableInputs (Level 2Inputs) Total Assets: Money market funds $10,675 $— $10,675 Total assets $10,675 $— $10,675 7. DebtAs of March 31, 2017 and 2016, the Company’s outstanding long-term debt balances were subject to the Fourth Amendment of the Loan Agreementwhich went into effect in November 2015 in connection with the closing of the Company’s IPO. In January 2012, Mimecast Services Limited and Mimecast North America, Inc., with Mimecast UK as guarantor, entered into a loan agreement with alender (the Loan Agreement) providing for up to a £4.0 million asset based line of credit (the Equipment Line). Under the Equipment Line, the Company hadthe ability to use the borrowing capacity to finance Eligible Equipment purchases, as defined in the Loan Agreement, in British pounds or U.S. dollars.Outstanding amounts under the Equipment Line accrued interest at a rate equal to the U.K. LIBOR plus 6.00% per annum for advances in British pounds orthe greater of (i) 7.50% per annum and (ii) the Prime Rate plus 3.50% per annum for U.S. dollar advances. Advances under the Equipment Line wererepayable in 36 equal monthly payments of principal and interest following the date of the borrowing under the Equipment Line but no later than June 30,2015.In January 2013, the Company amended the Loan Agreement (the First Amendment) to aggregate the outstanding British pound advances and U.S.dollar advances into two individual Equipment Line advances of £1.7 million (the Sterling Equipment Advances) and $1.6 million (the U.S. DollarEquipment Advances, collectively the Equipment Line Advances) and allowed for no additional advances under the Equipment Line. The First Amendmentamended the interest rate on the Equipment Line Advances to a 4.50% per annum fixed interest rate and also extended the maturity date for the EquipmentLine Advances to February 1, 2017, which included an interest only period for the first twelve months following the First Amendment date.With the First Amendment, the Company also entered into a £3.0 million fixed interest rate term loan (the First Term Loan), which was repayable in 36monthly installments starting twelve months following the first business day of the borrowing. Interest on the First Term Loan accrued and was payablemonthly in arrears at 4.50% per annum. The First Term Loan matured on March 1, 2017.In July 2014, the Company further amended the Loan Agreement (the Second Amendment) and entered into a second £5.0 million fixed interest rateterm loan (the Second Term Loan), which is repayable in 36 monthly installments starting six months following the first business day of the borrowing.Interest on the Second Term Loan accrues and is payable monthly in arrears at 4.50% per annum and the Second Term Loan matures on January 1, 2018.As of March 31, 2017 and 2016, the weighted-average interest rate for long-term debt was 4.50% per annum and there were no amounts available forfuture borrowings under the Term Loans or Equipment Line Advances.As part of the First Amendment, the Company entered into a line of credit of up to the lesser of (i) £7.5 million and (ii) the equivalent of 80% ofEligible Accounts Receivables, as defined, plus £2.5 million (the Revolving Line). The Second Amendment increased the Revolving Line from up to£7.5 million to up to £10 million (the Amended Revolving Line). The Second Amendment also extended the maturity date of the Amended Revolving Lineto July 15, 2016 and decreased the maximum interest rate on any advances to 4.00% per annum. The Amended Revolving Line had £5.0 million availableupon the Second Amendment and another £5.0 million upon completion of an additional equity financing, which occurred upon completion of theCompany’s IPO.In November 2015, the Company further amended the Loan Agreement (the Fourth Amendment) to reflect the change in its reporting entity and tomake available the additional £5.0 million in available credit under the facility that became accessible upon the completion of the IPO. The AmendedRevolving Line expired unused on July 15, 2016 and as a result, no amounts were available for future borrowings under the line of credit as of March 31,2017.Under the Fourth Amendment, the Company must comply with certain financial covenants, including recurring revenue and adjusted quick ratiocovenants, as defined. The interest rate will increase by 3.00% if the Company is not able to meet the financial covenants or has any other event of default,until cured. Failure to comply with these covenants, or the occurrence of an event ofF-23 default, could permit the lender under the Loan Agreement to declare all amounts outstanding under the Loan Agreement, together with accrued interest andfees, to be immediately due and payable. In addition, the Loan Agreement is secured by substantially all of our assets. The Company was in compliance withall covenants under the Loan Agreement as of March 31, 2017 and 2016, respectively.As of March 31, 2017, the Company had $1.7 million outstanding under the Second Term Loan and all amounts under the First Term Loan andEquipment Line Advances have been fully repaid. As of March 31, 2016, the Company had $1.3 million, $4.4 million and $1.2 million outstanding underthe First Term Loan, Second Term Loan and Equipment Line Advances, respectively. Future minimum principal payment obligations due under theCompany’s loan agreements are as follows: Year Ending March 31, Debt 2018 $1,734 2019 — $1,734 8. Related Party TransactionsThree of our current shareholders, who collectively owned approximately 30% of our outstanding shares as of March 31, 2017 and 2016, respectively,were customers of the Company during the periods included in the consolidated financial statements. Revenue recognized during the years ended March 31,2017, 2016 and 2015 and accounts receivable outstanding as of March 31, 2017 and 2015 related to these transactions was not material.On October 4, 2016, the Company completed a registered secondary public offering in which 4,600,000 ordinary shares were sold at a public offeringprice of $16.50 per share. All of the shares sold in the secondary offering were sold by the Company’s existing shareholders and the Company did not receiveany proceeds from the sale of these shares. The Company incurred approximately $0.6 million in offering expenses on behalf of the selling shareholders inconnection with the secondary offering which were included in general and administrative expenses in the consolidated statements of operations.9. Shareholders’ EquityAs of March 31, 2017, the following ordinary shares were reserved for future issuance under the 2015 Plan, Historical Plans and ESPP (as definedbelow in Note 10): As of March 31, 2017 Options outstanding under share option plans 8,681,261 Unvested restricted share units 28,086 Options and awards available for future grant under the 2015 Plan 6,420,116 Shares reserved for issuance under ESPP 1,100,000 Total authorized ordinary shares reserved for future issuance 16,229,463 10. Share-based compensationAs of March 31, 2017, the Company has four share-based compensation plans and an employee stock purchase plan, which are more fully describedbelow.Prior to the IPO, the Company granted share-based awards under three share option plans which are the Mimecast Limited 2007 Key Employee ShareOption Plan (the 2007 Plan), the Mimecast Limited 2010 EMI Share Option Scheme (the 2010 Plan), and the Mimecast Limited Approved Share Option Plan(the Approved Plan) (the 2007 Plan, the 2010 Plan and the Approved Plan, collectively, the Historical Plans).Upon the closing of the IPO, the Mimecast Limited 2015 Share Option and Incentive Plan (the 2015 Plan) and the 2015 Employee Stock PurchasePlan (the ESPP) became effective. Subsequent to the IPO, grants of share-based awards have been made under the 2015 Plan and no further grants under theHistorical Plans are permitted.The 2015 Plan was adopted by the Board on September 2, 2015, approved by our shareholders on November 4, 2015 and became effective on the dateof the Company’s IPO. The 2015 Plan allows the compensation committee to make equity-basedF-24 incentive awards to our officers, employees, non-employee directors and consultants. Initially a total of 5,500,000 ordinary shares were reserved for theissuance of awards under the 2015 Plan. This number is subject to adjustment in the event of a share split, share dividend or other change in ourcapitalization. The 2015 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase eachJanuary 1, beginning on January 1, 2016, by 5% of the outstanding number of ordinary shares on the immediately preceding December 31 or such lessernumber of shares as determined by the Board. The number of options available for future grant under the 2015 Plan as of March 31, 2017 was 6,420,116.In September 2015, the Board adopted the ESPP which was approved by our shareholders on November 4, 2015. The ESPP initially reserves andauthorizes for issuance a total of 1,100,000 ordinary shares. This number is subject to adjustment in the event of a share split, share dividend or other changein our capitalization. Participating employees of the Company may purchase ordinary shares during pre-specified purchase periods at a price equal to thelesser of 85% of the fair market value of an ordinary share of the Company at the beginning of the purchase period or 85% of the fair market value of anordinary share of the Company at the end of the purchase period. The Board has authorized that the first six-month offering period under the ESPP willcommence on July 1, 2017.Under the 2015 Plan, the share option price may not be less than the fair market value of the ordinary shares on the date of grant and the term of eachshare option may not exceed 10 years from the date of grant. Share options typically vest over 4 years, but vesting provisions can vary based on thediscretion of the Board. The Company settles share option exercises under the 2015 Plan through newly issued shares. The Company’s ordinary sharesunderlying any awards that are forfeited, canceled, withheld upon exercise of an option, or settlement of an award to cover the exercise price or taxwithholding, or otherwise terminated other than by exercise will be added back to the shares available for issuance under the 2015 Plan.Under the Historical Plans, share-based awards have a term of 10 years from the date of grant and typically vest over 4 years, however, vestingprovisions could vary based on the discretion of the Board. Subsequent to the Company’s IPO, the Company’s ordinary shares underlying any awards issuedunder the Historical Plans that are forfeited, canceled, withheld upon exercise of an option, or settlement of an award to cover the exercise price or taxwithholding, or otherwise terminated other than by exercise will be not be added back to the shares available for issuance under the Historical Plans. Certain awards granted by the Company under the Historical Plans are subject to service-based vesting conditions and a performance-based vestingcondition based on a liquidity event, defined as either a change of control or an IPO. As a result, no compensation cost related to share-based awards withthese performance conditions had been recognized through the date of the Company’s IPO, which occurred in November 2015, as the Company haddetermined that a liquidity event was not probable. Upon the IPO, 100% of the unvested portion of options granted under the Historical Plans prior toMay 13, 2014 became vested. For options issued to employees other than those in the Company’s U.S. subsidiary, 25% of the vested shares underlyingoptions became exercisable immediately upon the listing, 50% of the vested shares underlying options became exercisable 12 months following the date ofthe listing, and 25% of the vested shares underlying options will become exercisable 24 months following the date of the listing. Since the closing of the IPO,the Company has recognized expense for these awards using the accelerated attribution method over the remaining service period. Options granted on or afterMay 13, 2014 under the 2010 Plan, and the Approved Plan shall continue vesting as set forth in the option award agreements and the Approved Plan shallcontinue vesting as set forth in the option award agreements. In certain situations, the Board has approved modifications to employee share optionagreements, including the removal of exercise restrictions for share options for which the service based vesting has been satisfied which resulted in additionalshare-based compensation expense. The total modification expense in the years ended March 31, 2017, 2016 and 2015 was $3.0 million, $1.4 million and$4.2 million, respectively.Share-based compensation expense recognized under the 2015 Plan and Historical Plans in the accompanying consolidated statements of operationswas as follows: Year ended March 31, 2017 2016 2015 Cost of revenue $1,353 $633 $151 Research and development 1,873 1,711 544 Sales and marketing 4,719 3,180 1,684 General and administrative 2,349 2,362 3,047 Total share-based compensation expense $10,294 $7,886 $5,426 F-25 Share option activity under the 2015 Plan and Historical Plans for the year ended March 31, 2017 was as follows: Number ofAwards Weighted AverageExercise Price (3) Weighted AverageRemainingContractual Term(in years) AggregateIntrinsic Value(in thousands) (1) Outstanding as of March 31, 2016 8,069,866 $5.00 7.16 $38,541 Options granted 2,421,000 $20.22 Options exercised (1,656,930) $2.70 Options forfeited and cancelled (152,675) $7.69 Outstanding as of March 31, 2017 8,681,261 $9.58 7.44 $111,178 Exercisable as of March 31, 2017 3,367,783 $3.53 5.40 $63,506 Exercisable and expected to be exercisable as of March 31, 2017 (2) 8,349,271 $9.35 7.37 $108,885 (1)As of March 31, 2017 and 2016, the aggregate intrinsic value was calculated based on the positive difference, if any, between the closing price of ourordinary shares on the NASDAQ exchange on March 31, 2017 and 2016 respectively, and the exercise price of the underlying options.(2)This represents the number of exercisable options plus the number of options expected to become exercisable as of March 31, 2017 based on theoptions outstanding as of March 31, 2017 adjusted for estimated forfeitures.(3)Certain of the Company’s option grants have an exercise price denominated in British pounds. The weighted-average exercise price at the end of eachreporting period was translated into U.S. dollars using the exchange rate at the end of the period. The weighted-average exercise price for the optionsgranted, exercised, forfeited and cancelled was translated into U.S. dollars using the exchange rate at the applicable date of grant, exercise, forfeiture orcancellation, as appropriate.The total intrinsic value of options exercised was $24,824, $8,198 and $5,112 for the years ended March 31, 2017, 2016 and 2015, respectively. Totalcash proceeds from such option exercises were $4,476, $885 and $632 for the years ended March 31, 2017, 2016 and 2015, respectively.As of March 31, 2017, there was approximately $26.9 million of unrecognized share-based compensation expense, net of estimated forfeitures, relatedto unvested share-based awards subject to service-based vesting conditions, which is expected to be recognized over a weighted-average period of 3.39 years.The total unrecognized share-based compensation cost will be adjusted for future changes in estimated forfeitures.As of March 31, 2017, there was approximately $0.5 million of unrecognized share-based compensation expense, net of estimated forfeitures, relatedto unvested share-based awards, subject to both service-based vesting conditions and a performance-based vesting condition based on a liquidity event,which occurred upon the Company’s IPO. The unrecognized share-based compensation related to these awards are expected to be recognized over aweighted-average period of 1.11 years.In November 2015, the Company granted restricted share units (RSUs) to two of its Directors in the amount of 25,000 and 20,000, respectively. TheRSU in the amount of 25,000 vests over three years on a monthly basis. The RSU in the amount of 20,000 cliff vested over a five month period and was fullyvested in the first quarter of fiscal 2017. In October 2016, the Company granted RSUs to two of its Directors totaling 14,190 which cliff vest over a 12 monthperiod. RSU activity under the 2015 Plan for the year ended March 31, 2017 was as follows: Number ofShares Weighted AverageGrant DateFair Value IntrinsicValue Unvested restricted share units as of March 31, 2016 42,224 $10.00 $412 Restricted share units granted 14,190 $21.14 300 Restricted share units vested (28,328) $10.00 330 Restricted share units canceled — $— — Unvested restricted share units as of March 31, 2017 28,086 $15.63 $629 As of March 31, 2017, there was approximately $0.3 million of unrecognized share-based compensation expense related to unvested RSUs, which isexpected to be recognized over a weighted-average period of 1.04 years.F-26 11. Commitments and ContingenciesThe Company leases its facilities under non-cancelable operating leases with various expiration dates through October 2020. Rent expense was $3.2million, $2.8 million and $2.6 million for the years ended March 31, 2017, 2016 and 2015, respectively. The Company also has non-cancelablecommitments related to its data centers. In January 2017, the Company entered into a capital lease agreement for certain computer equipment with a non-cancelable term through December 2019.Future minimum payments for our capital leases, operating leases and data centers as of March 31, 2017 are as follows: Year Ending March 31, CapitalLeases OperatingLeases DataCenters 2018 $251 $4,743 $14,244 2019 251 7,002 12,240 2020 — 6,329 12,555 2021 — 4,711 10,127 2022 — 3,633 5,706 Thereafter — 19,885 — Total minimum lease payments $502 $46,303 $54,872 Less: Amount representing interest (24) Present value of capital lease obligations 478 Less: Current portion (233) Long-term portion of capital lease obligations $245 Certain amounts included in the table above relating to co-location leases for the Company’s servers includes usage based charges in addition to baserent.The Company has outstanding letters of credit of $3.8 million and $0.4 million related to certain operating leases as of March 31, 2017 and 2016,respectively.LitigationThe Company, from time to time, may be party to litigation arising in the ordinary course of its business. The Company was not subject to anymaterial legal proceedings during the years ended March 31, 2017, 2016 and 2015, and, to the best of its knowledge, no material legal proceedings arecurrently pending or threatened.IndemnificationThe Company typically enters into indemnification agreements with customers in the ordinary course of business. Pursuant to these agreements, theCompany indemnifies and agrees to reimburse the indemnified party for losses suffered or incurred as a result of claims of intellectual property infringement.These indemnification agreements are provisions of the applicable customer agreement. Based on when clients first sign an agreement for the Company’sservice, the maximum potential amount of future payments the Company could be required to make under certain of these indemnification agreements isunlimited. Based on historical experience and information known as of March 31, 2017, the Company has not incurred any costs for the above guaranteesand indemnities.In certain circumstances, the Company warrants that its services will perform in all material respects in accordance with its standard publishedspecification documentation in effect at the time of delivery of the services to the customer for the term of the agreement. To date, the Company has notincurred significant expense under its warranties and, as a result, the Company believes the estimated fair value of these agreements is immaterial.12. Employee Benefit PlansWe maintain a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan) covering all U.S. employeeswho satisfy certain eligibility requirements. The 401(k) Plan allows each participant to defer a percentage of their eligible compensation subject to applicableannual limits pursuant to the limits established by the Internal Revenue Service. We may, at our discretion, make contributions in the form of matchingcontributions or profit-sharing contributions. To date, we have not made any matching or profit-sharing contributions.F-27 In addition, we contribute to a defined contribution savings plan for our employees in the United Kingdom who satisfy certain eligibilityrequirements. The plan allows each participant to defer a percentage of their compensation, and the Company contributes an additional 1% of all wages forthose employees in the scheme on a monthly basis. The Company’s contributions have not been material to any individual year.13. Segment and Geographic InformationDisclosure requirements about segments of an enterprise and related information establishes standards for reporting information regarding operatingsegments in annual financial statements and requires selected information of those segments to be presented in interim financial reports issued toshareholders. Operating segments are defined as components of an enterprise about which separate discrete financial information is available that is evaluatedregularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. Our chiefoperating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its businessas one operating segment.Geographic DataThe Company allocates, for the purpose of geographic data reporting, its revenue based upon the location of the contracting subsidiary. Total revenueby geographic area was as follows: Year ended March 31, 2017 2016 2015 United States $90,932 $60,970 $43,574 United Kingdom 61,188 55,276 48,595 South Africa 27,890 22,342 21,817 Other 6,553 3,253 2,099 Total revenue $186,563 $141,841 $116,085 Property and equipment, net by geographic location consists of the following: As of March 31, 2017 2016 United States $14,904 $11,363 United Kingdom 9,007 7,677 Australia 3,867 2,886 South Africa 3,815 2,569 Other 416 311 Total $32,009 $24,806 14. Income Taxes(Loss) income before income taxes consists of the following: Year ended March 31, 2017 2016 2015 United Kingdom $(8,162) $942 $5,955 Foreign 4,923 (3,321) (5,518)(Loss) income before income taxes $(3,239) $(2,379) $437 F-28 The provision for income taxes in the accompanying consolidated financial statements is comprised of the following: As of March 31, 2017 2016 2015 Current tax expense: Domestic $— $154 $— Foreign 2,202 711 152 Total current tax expense 2,202 865 152 Deferred tax expense: Domestic — — — Foreign — — — Total deferred tax expense — — — Total provision for income taxes $2,202 $865 $152 The reconciliation of the United Kingdom statutory tax rate to the Company’s effective tax rate included in the accompanying consolidatedstatements of operations is as follows: Year ended March 31, 2017 2016 2015 Tax at statutory rate 20.0% 20.0% 21.0%U.S. state taxes, net of federal (1.0) (1.9) 9.9 Foreign rate differential (39.3) 18.0 (214.6)Meals and entertainment (7.4) (7.9) 24.3 Branch income / loss 0.9 0.3 (2.7)Share-based compensation (4.0) (7.3) 90.8 Foreign exchange (24.8) 7.4 (215.4)Non-deductible interest expense (3.3) (13.9) 76.2 Tax credits 15.6 7.9 — Change in valuation allowance 124.7 48.1 243.5 Deferred tax true-ups (12.4) (61.0) — Tax reserves (117.7) (23.8) — Provision to return (0.7) (6.5) — Other foreign taxes (6.7) — — Non-deductible expenses (10.6) (3.9) — Deferred tax rate change (1.3) (12.8) — Other — 0.9 1.8 Effective Tax Rate (68.0)% (36.4)% 34.8%Although the Company’s parent entity is organized under Jersey law, our affairs are, and are intended be managed and controlled ongoing in theUnited Kingdom for tax purposes. Therefore the Company is resident in the United Kingdom for tax purposes. The Company’s parent entity is domiciled inthe United Kingdom and its earnings are subject to 20%, 20% and 21% statutory tax rate for the years ended March 31, 2017, 2016 and 2015, respectively.The Company’s effective tax rate differs from the statutory rate each year primarily due to the valuation allowance maintained against the Company’s netdeferred tax assets, the jurisdictional earnings mix, tax rate changes, tax reserves for uncertain tax positions, tax credits, and permanent differences primarilyrelated to non-deductible expenses, true-ups, and foreign exchange.F-29 Deferred tax assets and liabilities reflect the net tax effects of net operating loss carryovers and the temporary differences between the assets andliabilities carrying value for financial reporting and the amounts used for income tax purposes. The Company’s significant deferred tax assets (liabilities)components are as follows: As of March 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $7,835 $12,362 Share-based compensation 3,406 2,369 Deferred revenue 2,184 1,609 Fixed assets 1,715 1,097 Accrued compensation 1,062 732 Accrued costs 144 203 Deferred rent 243 284 Income tax credits 578 184 Other 462 149 Gross deferred tax assets 17,629 18,989 Deferred tax liabilities: Prepaid expenses (8) (139)Fixed assets (2,891) (442)Other — (53)Gross deferred tax liabilities (2,899) (634)Valuation allowance (14,730) (18,355)Deferred tax assets, net $— $— In assessing the ability to realize the Company’s net deferred tax assets, management considers various factors including taxable income in carrybackyears, future reversals for existing taxable temporary differences, tax planning strategies, and future taxable income projections to determine whether it ismore likely than not that some portion or all of the net deferred tax assets will not be realized. Based on the cumulative losses that the Company has incurredin the jurisdictions in which it operates and considering other negative evidence, the Company has determined that the uncertainty regarding realizing itsdeferred tax assets is sufficient to warrant the need for a full valuation allowance against its worldwide net deferred tax assets. The approximately $3.6 millionnet decrease in the valuation allowance from 2016 to 2017 is primarily due to tax reserves established against certain foreign net operating losscarryforwards, deferred tax adjustments, current year operating results and foreign exchange.As of March 31, 2017 and 2016, the Company had U.K. net operating loss carryforwards of approximately $23.7 million and $10.3 million,respectively that do not expire. As of March 31 2017 and 2016, the Company had U.S. federal net operating loss carryforwards of approximately $28.0million and $31.5 million, respectively and U.S. state net operating loss carryforwards of approximately $18.9 million and $24.4 million, respectively thatexpire at various dates through 2037. As of March 31, 2017 and 2016, the Company had Australian net operating loss carryforwards of approximately $11.9million and $7.7 million, respectively that do not expire. As of March 31, 2017, the Company had a U.K. income tax credit carryforward of $0.3 million thatdoes not expire and a $0.1 million U.S. Federal tax credit that does not expire. Included in the March 31, 2017 net operating losses carryforwards above, the Company has U.S. federal and state and U.K. net operating losses ofapproximately $10.2 million, $3.8 million and $17.6 million, respectively related to excess share-based compensation deductions. These net operating losseshave been excluded from the above deferred tax table. The Company will record the off balance sheet net operating loss carryforwards as a deferred tax assetwith an offset to valuation allowance upon adopting ASU 2016-09.Under Sections 382 and 383 of the U.S. Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use itspre-change net operating loss carryforwards and other pre-change tax attributes such as research tax credits to offset its post-change income and taxes may belimited. In general, an ownership change generally occurs if there is a cumulative change in 5-percent shareholders ownership in the Company exceeds 50percentage points over a rolling three-year period. Similar rules may apply under U.S. state tax laws. The Company believes that it has experienced anownership change in the past and may experience ownership changes in the future resulting from future transactions in our share capital, some of which maybe outside the Company’s control. The Company is still determining whether historic ownership changes will result in any material limitation on using itsU.S. net operating losses. As a result, the Company’s ability to use its pre-change net operating loss carryforwards or other pre-change tax attributes to offsetU.S. federal and state taxable income and taxes may be subject to significant limitations as it earns net taxable income.F-30 As of March 31, 2017, the Company had liabilities for uncertain tax positions of $4.9 million, none of which, if recognized, would impact theCompany’s effective tax rate.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: As of March 31, As of March 31, 2017 2016 Balance as of April 1, 2016 $2,326 $— Additions based on tax positions related to current year 4,200 1,258 Additions for tax positions of prior years — 1,068 Reductions for tax positions of prior years (1,311) — Expiration of statutes of limitation (284) — Balance as of March 31, 2017 $4,931 $2,326 Interest and penalty charges, if any, related to uncertain tax positions are classified as income tax expense in the accompanying consolidatedstatements of operations. As of March 31, 2017 and 2016, the Company had no accrued interest or penalties related to uncertain tax positions.The Company is subject to taxation in the United Kingdom and several foreign jurisdictions. As of March 31, 2017, the Company is no longer subjectto examination by taxing authorities in the United Kingdom for years prior to March 31, 2016. The significant foreign jurisdictions in which the Companyoperates are no longer subject to examination by taxing authorities for years prior to March 31, 2014. In addition, net operating loss carryforwards in certainjurisdictions may be subject to adjustments by taxing authorities in future years when they are utilized.The majority of the Company’s foreign subsidiaries have incurred losses since inception and do not have any undistributed earnings as of March 31,2017. Income taxes have not been provided on approximately $2.3 million in undistributed foreign earnings because they are considered to be indefinitelyreinvested. The tax payable on the earnings that are indefinitely reinvested in foreign operations would be immaterial.15. Subsequent EventsThe Company has completed an evaluation of all subsequent events after the audited balance sheet date of March 31, 2017 through May 26, 2017, thedate this Annual Report on Form 20-F was filed with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in thefinancial statements as of March 31, 2017, and events which occurred subsequently but were not recognized in the financial statements. The Company hasconcluded that no subsequent events have occurred that require disclosure within these consolidated financial statements.F-31 16. Quarterly results of operations data (unaudited)The following tables set forth our unaudited quarterly consolidated statements of operations for each of the eight quarters in the period ended March31, 2017. We have prepared the quarterly consolidated statements of operations data on a basis consistent with the audited consolidated financial statementsincluded elsewhere in this Annual Report on Form 20-F. In the opinion of management, the financial information reflects all adjustments, consisting only ofnormal recurring adjustments, which we consider necessary for a fair presentation of this data. This information should be read in conjunction with theaudited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 20-F. The results of historical periods are notnecessarily indicative of the results to be expected for any future period. Quarter ended Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, 2015 2015 2015 2016 2016 2016 2016 2017 (in thousands, except per share amounts) Revenue $33,328 $34,507 $37,130 $36,876 $41,460 $44,361 $48,333 $52,409 Gross profit 23,452 24,314 26,479 25,787 30,121 31,984 35,189 38,955 Income (loss) from operations 2,110 1,503 (2,138) (4,049) (2,947) (2,427) (3,030) (1,969)Net (loss) income (2,249) 2,168 (1,199) (1,964) 244 303 (3,370) (2,618) Net (loss) income applicable to ordinary shareholders—basic $(2,249) $1,572 $(1,199) $(1,964) $244 $303 $(3,370) $(2,618)Net (loss) income applicable to ordinary shareholders—diluted $(2,249) $1,612 $(1,199) $(1,964) $244 $303 $(3,370) $(2,618)Net (loss) income per share applicable to ordinary shareholders: Basic $(0.07) $0.05 $(0.03) $(0.04) $0.00 $0.01 $(0.06) $(0.05)Diluted $(0.07) $0.04 $(0.03) $(0.04) $0.00 $0.01 $(0.06) $(0.05)Weighted-average number of ordinary shares used in computing net (loss) income per share applicable to ordinary shareholders: Basic 33,066 33,673 42,514 54,172 54,287 54,636 54,949 55,375 Diluted 33,066 36,991 42,514 54,172 57,655 58,513 54,949 55,375 F-32 SIGNATURESThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersignedto sign this Annual Report on its behalf. MIMECAST LIMITED /s/ Peter BauerBy: Peter BauerTitle: Chief Executive Officer (Principal Executive Officer) Date: May 26, 2017 EXHIBIT INDEX Incorporated by ReferenceExhibit Description Schedule/Form File Number Exhibit File Date(mm/dd/yyyy) 1.1 Articles of Association of the Registrant F-1/A 333-207454 3.2 11/06/2015 2.1 Subscription and Shareholders’ Agreement, dated September18, 2012, by and among Mimecast UK and the other partiesthereto F-1 333-207454 4.2 10/16/2015 2.1.1 Shareholders Agreement, dated November 5, 2015, by andamong the Registrant, Mimecast UK and the other partiesthereto F-1/A 333-207454 4.2.1 11/06/2015 2.2 Registration Rights Agreement, dated September 18, 2012,by and among Mimecast UK and the other parties thereto F-1 333-207454 4.3 10/16/2015 2.2.1 Registration Rights Agreement, dated November 5, 2015, byand among the Registrant, Mimecast UK and the other partiesthereto F-1/A 333-207454 4.3.1 11/06/2015 4.1# Form of Indemnification Agreement F-1 333-207454 10.1 10/16/2015 4.2# Mimecast UK 2007 Key Employee Share Option Plan andForm of Share Option Agreement F-1 333-207454 10.6 10/16/2015 4.3# Mimecast UK 2010 EMI Share Option Scheme F-1 333-207454 10.7 10/16/2015 4.4# Mimecast UK Approved Share Option Plan and Form ofShare Option Certificate F-1 333-207454 10.8 10/16/2015 4.5# Mimecast Limited 2015 Share Option and Incentive Plan F-1/A 333-207454 10.9 11/06/2015 4.6# Mimecast Limited 2015 Employee Share Purchase Plan F-1/A 333-207454 10.10 11/06/2015 4.7 Third Amended and Restated Loan Agreement, datedMay 22, 2015, by and among Mimecast Services Limited,Mimecast North America, Inc. and Silicon Valley Bank, asamended F-1 333-207454 10.5 10/16/2015 4.7.1 Amendment Letter and Confirmation, dated November 13,2015, by and among Mimecast Services Limited, MimecastNorth America, Inc. and Silicon Valley Bank F-1/A 333-207454 10.5.1 11/13/2015 4.8 Underlease, dated August 7, 2013, by and between MimecastServices Limited and Sands Service Company (No.2) F-1 333-207454 10.2 10/16/2015 4.9 Lease, dated November 12, 2012, by and between MimecastNorth America, Inc. and Farley White Aetna Mills, LLC F-1 333-207454 10.3 10/16/2015 4.9.1 First Amendment to Lease, dated October 19, 2015, by andbetween Mimecast North America, Inc. and RiverworksWatertown Holdings, LLC 20-F 001-37637 4.9.1 05/25/2016 4.10 Agreement of Lease, dated June 24, 2013, by and betweenMimecast South Africa (Pty) Ltd and City SquareTrading 522 (Pty) Ltd F-1 333-207454 10.4 10/16/2015 Incorporated by ReferenceExhibit Description Schedule/Form File Number Exhibit File Date(mm/dd/yyyy) 4.11* Lease dated February 17, 2017 by and between MimecastNorth America, Inc. and 191 Spring Street Trust 4.12* Underlease dated April 21, 2017 by and between Simmons &Simmons LLP, Mimecast Services Limited and MimecastLimited 4.13* Lease Agreement dated January 4, 2013 between PCPI UTOwner, LP, as successor-in-interest, and Mimecast NorthAmerica, Inc., as amended by Amendment No. 1 dated March24, 2016 and Amendment No. 2 dated April 18, 2017 8.1* Subsidiaries of the Registrant 12.1* Certification by the Principal Executive Officer pursuant toSecurities Exchange Act Rules 13a-14(a) and 15d-14(a) asadopted pursuant to Section 302 of the Sarbanes-Oxley Actof 2002 12.2* Certification by the Principal Financial Officer pursuant toSecurities Exchange Act Rules 13a-14(a) and 15d-14(a) asadopted pursuant to Section 302 of the Sarbanes-Oxley Actof 2002 13.1** Certification by the Principal Executive Officer and PrincipalFinancial Officer pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002 15.1* Consent of Ernst & Young LLP. 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation LinkbaseDocument 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation LinkbaseDocument *Filed herewith.**Furnished herewith. The certifications furnished in Exhibit 13.1 hereto are deemed to accompany this Annual Report on Form 20-F and will not bedeemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to beincorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except tothe extent that the Registrant specifically incorporates it by reference.#Management contract or compensatory plan or arrangement. Exhibit 4.11 191 SPRING STREETLEXINGTON, MASSACHUSETTSLease Dated February 17, 2017THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafternamed, and which relates to space in a certain building (the “Building”) known as, and with an address at 191 Spring Street,Lexington, Massachusetts 02421.The parties to this Indenture of Lease hereby agree with each other as follows:ARTICLE IReference Data 1.1Subjects Referred To Landlord: 191 SPRING STREET TRUST under Declaration of Trust dated May6, 1985, as the same may have been amended, but not individually Landlord’s Original Address: c/o Boston Properties Limited PartnershipPrudential Center800 Boylston Street, Suite 1900Boston, Massachusetts 02199-8103 Landlord’s Construction Representative: Ken Chiaca or Jon Randall Tenant: Mimecast North America, Inc. a Delaware corporation. Tenant’s Original Address: 480 Pleasant StreetWatertown, MA 02472Attention: Chief Financial OfficerEmail: pcampbell@mimecast.com With a copy to:480 Pleasant StreetWatertown, MA 02472Attention: General CounselEmail: legal@mimecast.com 191 Spring Street – Mimecast Lease Tenant’s Email Address for InformationRegarding Billings and Statements: ap-mcna@mimecast.com Tenant’s Construction Representative John Platt Commencement Date: As defined in Section 2.4 of this Lease and Section 1.2 of Exhibit B‑1. Estimated Commencement Date: November 1, 2017, subject to Landlord’s Force Majeure and TenantDelays (as such terms are defined in Exhibit B‑1). Outside Completion Date: One hundred eighty (180) days following the EstimatedCommencement Date. Term or Lease Term (sometimes called the“Original Term”): The period commencing on the Commencement Date and ending on thelast day of the one hundred twentieth (120th) full calendar monthimmediately following the Commencement Date (“Expiration Date”),unless extended or sooner terminated as provided in this Lease. Extension Option(s): Two (2) period(s) of five (5) year(s) each as provided in and on theterms set forth in this Section 2.4.1 hereof. Rent Year: Any twelve (12) month period during the Term of the Leasecommencing as of the Commencement Date, or as of any anniversary ofthe Commencement Date, except that if the Commencement Date doesnot occur on the first day of a calendar month, then (i) the first RentYear shall further include the partial calendar month in which the firstanniversary of the Commencement Date occurs, and (ii) the remainingRent Years shall be the successive twelve-(12)-month periods followingthe end of such first Rent Year. The Site (or Lot 2): That certain parcel of land shown as Lot 2 on the Subdivision Plan(described below) and on which the “Building” (hereinafter referred to),the 201 Spring Street Building and the parking areas on the Site arelocated. The Site is more particularly described in Exhibit A attachedhereto. Page 2191 Spring Street – Mimecast Lease The Entire Property: The parcels of land on which the Spring Street Office Park is locatedconsisting of (a) Lot A, (b) the Site (being Lot 2), (c) the parcel of landknown as and numbered 181 Spring Street, in said Lexington (being Lot1) and (d) the private subdivision road leading from Spring Street and onwhich the Site, Lot A and Lot 1 are located, all as shown on theSubdivision Plan recorded with the Middlesex South District Registry ofDeeds as Plan No. 498 of 1996. The Building: The Building on the Site known as and numbered 191 Spring Street,Lexington, Massachusetts. The Building is appropriately labeled onExhibit A‑1 attached hereto. The 181 Spring Street Building: The Building on the Lot 1 portion of the Entire Property known as andnumbered 181 Spring Street, Lexington, Massachusetts. The 181Spring Street Building is appropriately labeled on Exhibit A‑1 attachedhereto. The 201 Spring Street Building: The Building on the Site (being the Lot 2 portion of the Entire Property)known as and numbered 201 Spring Street, Lexington,Massachusetts. The 201 Spring Street Building is appropriately labeledon Exhibit A-1 attached hereto. The Additional Buildings: The 181 Spring Street Building and the 201 Spring Street Building. The Buildings: The Building and the Additional Buildings. The Lot 2 Parking Structure: The structured parking garage located on Lot 2 as shown on theSubdivision Plan. The Lot 2 Surface Parking: The surface parking area located exclusively on the Site. The Complex: The Entire Property and the Buildings together with all common areas,parking structures and other parking areas and all improvements(including landscaping) thereon and thereto. Page 3191 Spring Street – Mimecast Lease Tenant’s Premises (Sometimes also called the“Premises”): The entire third (3rd) floor containing approximately 49,523 square feetof Rentable Floor Area (the “Third Floor Premises”) and a portion of thesecond (2nd) floor of the Building initially containing approximately29,622 square feet of Rentable Floor Area (the “Second FloorPremises”), provided, however, the Rentable Floor Area of the SecondFloor Premises shall be adjusted to 31,804 square feet if Tenant does nottimely exercise its adjustment option under Section 2.1.1 below, all asshown on the floor plans annexed hereto as Exhibit D and incorporatedherein by reference. Total Number of Parking Spaces in the Lot 2Parking Structure: 427 Total Number of Lot 2 Surface Parking Spaces: 499 Total Number of Tenant’s Parking Spaces: To be provided in the Lot 2 Surface Parking Spaces at the rate of 4.0spaces per 1,000 of Rentable Floor Area of Tenant’s Premises, subjectto the terms and conditions of Section 2.2.1 below Total Number of Tenant’s Parking Spaces inthe Lot 2 Parking Structure: 0 Total Number of Tenant’s Lot 2 SurfaceParking Spaces: To be provided in the Lot 2 Surface Parking Spaces at the rate of 4.0spaces per 1,000 of Rentable Floor Area of Tenant’s Premises, subjectto the terms and conditions of Section 2.2.1 below. Annual Fixed Rent: (a) During the Original Term of this Lease commencing on theCommencement Date, Annual Fixed Rent shall be payable by Tenant atthe annual rate of $45.00 per square foot of Rentable Floor Area of thePremises (hereinafter defined in this Section 1.1); and (b) During the extension option period (if exercised), as determinedpursuant to Section 2.4.1. Base Operating Expenses: Landlord’s Operating Expenses (as hereinafter defined in Section 2.6below) for calendar year 2018 (being January 1, 2018 throughDecember 31, 2018) (the “Base Year”). Page 4191 Spring Street – Mimecast Lease Base Taxes: Landlord’s Tax Expenses (as hereinafter defined in Section 2.7 below)for fiscal tax year 2018 (being July 1, 2017 through June 30, 2018). Tenant Electricity: See Section 2.8. Additional Rent: All charges and other sums payable by Tenant as set forth in this Lease,in addition to Annual Fixed Rent. Rentable Floor Area of the Premises: Initially, 79,145 square feet, subject to adjustment if Tenant exercises itsadjustment option pursuant to Section 2.1.1 and provided, however, ifTenant does not timely exercise its adjustment right under Section 2.1.1,the Rentable Floor Area of the Premises will be adjusted to 81,327square feet. Total Rentable Floor Area of the Building: 170,997 square feet. Total Rentable Floor Area of the 181 SpringStreet Building: 55,793 square feet. Total Rentable Floor Area of the 201 SpringStreet Building: 106,300 square feet. Total Rentable Floor Area of the Buildings: 333,090 square feet being the sum of (i) the Total Rentable Floor Areaof the Building, (ii) the Total Rentable Floor Area of the 191 SpringStreet Building and (iii) the Total Rentable Floor Area of the 201 SpringStreet Building. Permitted Use: General office use and such ancillary uses thereto as may from time totime be permitted by the Zoning Ordinance for the City of Lexington. Broker(s): Cushman & Wakefield Security Deposit: $1,343,535.00, to be held subject to the terms and conditions of Section9.18 below. Guarantor: Mimecast Limited, a company registered in the Bailiwick of Jersey Page 5191 Spring Street – Mimecast Lease 1.2Table of Articles and Sections ARTICLE I 1Reference Data 11.1 Subjects Referred To 11.2 Table of Articles and Sections 61.3 Exhibits 9 ARTICLE II 10The Buildings, Premises, Term and Rent 102.1 The Premises 102.2 Rights to use Common Facilities 152.3 Landlord’s Reservations 162.4 Habendum 172.5 Fixed Rent Payments 192.6 Operating Expenses 192.7 Real Estate Taxes 252.8 Allocation of Electricity Charges 272.9 Tenant’s Audit Right 28 ARTICLE III 30Condition of Premises; Alterations 303.1 Preparation of Premises 30 ARTICLE IV 30Landlord’s Covenants; Interruptions and Delays 304.1 Landlord Covenants 304.2 Interruptions and Delays in Services and Repairs, Etc 32 ARTICLE V 34Tenant’s Covenants 345.1 Payments 345.2 Repair and Yield Up 345.3 Use 355.4 Obstructions; Items Visible from Exterior; Rules and Regulations 365.5 Safety Appliances 375.6 Assignment; Sublease 375.7 Right of Entry 435.8 Floor Load; Prevention of Vibration and Noise 445.9 Personal Property Taxes 445.10 Compliance with Laws 445.11 Payment of Litigation Expenses 455.12 Alterations 455.13 Vendors 485.14 OFAC 49 Page 6191 Spring Street – Mimecast Lease ARTICLE VI 50Casualty and Taking 506.1 Damage Resulting from Casualty 506.2 Uninsured Casualty 526.3 Rights of Termination for Taking 526.4 Award 53 ARTICLE VII 53Default 537.1 Tenant’s Default 537.2 Landlord’s Default 57 ARTICLE VIII 58Insurance and Indemnity 588.1 Indemnity 588.2 Tenant’s Risk 608.3 Tenant’s Commercial General Liability Insurance 608.4 Tenant’s Property Insurance 618.5 Tenant’s Other Insurance 618.6 Requirements for Tenant’s Insurance 628.7 Additional Insureds 638.8 Certificates of Insurance 638.9 Subtenants and Other Occupants 638.10 No Violation of Building Policies 648.11 Tenant to Pay Premium Increases 648.12 Landlord’s Insurance 648.13 Waiver of Subrogation 658.14 Tenant’s Work 65 ARTICLE IX 66Miscellaneous 669.1 Waiver 669.2 Cumulative Remedies 669.3 Quiet Enjoyment 669.4 Notice to Mortgagee and Ground Lessor 679.5 Assignment of Rents 689.6 Surrender 689.7 Brokerage 699.8 Invalidity of Particular Provisions 699.9 Provisions Binding, Etc 699.10 Recording; Confidentiality 699.11 Notices 709.12 When Lease Becomes Binding and Authority 719.13 Section Headings 719.14 Rights of Mortgagee 719.15 Status Reports and Financial Statements 729.16 Self-Help 729.17 Holding Over 74Page 7191 Spring Street – Mimecast Lease 9.18 Security Deposit 759.19 Late Payment 779.20 Tenant’s Payments 789.21 Guaranty 789.22 Waiver of Trial by Jury 789.23 Electronic Signatures 799.24 Governing Law 79 ARTICLE X 79Tenant Signage 7910.1 Definitions 7910.2 Signage 81 ARTICLE XI 84Expansion Option 8411.1 Expansion Option 84 ARTICLE XII 8712.1 Tenant’s Right of First Offer 87 Page 8191 Spring Street – Mimecast Lease 1.3ExhibitsThere are incorporated as part of this Lease: Exhibit A--Description of Site Exhibit A‑1--Site Plan of the Complex Exhibit B‑1--Work Agreement Exhibit B‑2--Tenant Plans Dates Exhibit B‑3--Tenant Plan and Working Drawing Requirements Exhibit B‑4--Initial Plans Exhibit C--Landlord’s Services Exhibit D--Floor Plan Exhibit E--Form of Declaration Affixing the Commencement Date of Lease Exhibit F--Forms of Lien Waivers Exhibit G--Form of Letter of Credit Exhibit H--Form of Certificate of Insurance Exhibit I‑1--Building Signage Exhibit I‑2--Monument Signage Exhibit I‑3--Third Floor Entrance Signage Exhibit J--Broker Determination of Fair Market Rent Exhibit K--Preliminary Design Plan of Outdoor Patio Area Exhibit L--Procedure for Adjustment of Costs of Electric Power Usage by Tenants Exhibit M--Form of Notice of Lease Exhibit N--Amenity Plans Exhibit O--Spring Street Parking Lot Site Map Exhibit P--Form of Guaranty Exhibit Q--Plan of Shuttle Service RoadsPage 9191 Spring Street – Mimecast Lease ARTICLE IIThe Buildings, Premises, Term and Rent 2.1The PremisesLandlord hereby demises and leases to Tenant, and Tenant hereby hires and accepts from Landlord, Tenant’s Premises in theBuilding excluding exterior faces of exterior walls, the common stairways and stairwells, elevators and elevator wells, fanrooms, electric and telephone closets, janitor closets, and pipes, ducts, conduits, wires and appurtenant fixtures servingexclusively, or in common, other parts of the Building, and if Tenant’s Premises includes less than the entire rentable area ofany floor, excluding the common corridors, elevator lobbies and toilets located on such floor. In addition, the Premisesincludes the atrium extending from the second floor of the Premises up to the ceiling of the third floor in the Premises.Tenant’s Premises with such exclusions is hereinafter referred to as the “Premises.” The term “Building” means the Buildingidentified on the first page, and which is the subject of this Lease and being one of the Buildings on the Site. The term “Site”means all, and also any part of the Land described in Exhibit A, plus any additions or reductions thereto resulting from thechange of any abutting street line and all parking areas and structures including, but not limited to, the Lot 2 ParkingStructure. Landlord or the fee owner from time to time of the Entire Property or any portion thereof shall have the right tosell either or both the Lot 1 or Lot A and if either or both Lot 1 or Lot A are sold, the term “Entire Property” shall excludesame. Landlord and Tenant hereby covenant and agree that the terms “Rentable Floor Area of the Premises,” “TotalRentable Floor Area of the Buildings” and all other references to rentable floor area have been agreed to by and between theparties hereto. 2.1.1Adjustment Option; Adjustment of Second Floor Premises (A)Tenant may, by notice to Landlord (the “Adjustment Notice”) given not later than the date that is six (6) monthsfollowing the Commencement Date (the “Adjustment Deadline”), time being of the essence, increase the size of thePremises initially leased by Tenant by electing to include the remaining Rentable Floor Area on the second (2nd)floor of the Building containing 20,848 square feet of Rentable Floor Area (the “Additional 2nd FloorPremises”). If Tenant timely notifies Landlord of its election to increase the Premises pursuant to this Section 2.1.1,then the Rentable Floor Area of the Premises and all of the pertinent economic terms set forth in this Lease,including, without limitation the Landlord’s Contribution, as defined in Exhibit B‑1 attached hereto shall beadjusted to reflect the inclusion of the Additional 2nd Floor Premises in the Premises. Landlord and Tenant agree toenter into an amendment to this Lease memorializing the adjusted Premises, but failure of the parties to execute suchan amendment shall have no effect on the effectiveness of the adjustment of the Premises exercised by Tenant underthis Section 2.1.1, and the economic terms associated therewith, as set forth above. If Tenant fails to timely deliveran Adjustment Notice by the Adjustment Deadline, then Tenant’s rights under this Section 2.1.1 shall immediatelycease and be of no further force and effect, and Landlord and Tenant agree that, for all purposes of this Lease, theRentable Floor Area of the Second Floor Premises will be increased to an agreed upon 31,804 square feet and theRentable Floor Area of the Additional 2nd Floor Premises will be adjusted to an agreed upon 18,666 square feet.Page 10191 Spring Street – Mimecast Lease (B)If Tenant timely exercises Tenant’s option to lease the Additional 2nd Floor Premises pursuant to this Section 2.1.1,then effective as of the Additional 2nd Floor Commencement Date (as hereinafter defined), the Additional 2nd FloorPremises shall become part of the Premises, upon all of the terms and conditions set forth in this Lease, includingthe same Annual Fixed Rent rates, Base Operating Expenses and Base Taxes as is applicable to the Premises, andLandlord shall provide to Tenant the same Landlord’s Contribution for the Additional 2nd Floor Premises (i.e.Seventy and 00/100 Dollars ($70.00) per square foot of Rentable Floor Area of the Additional 2nd Floor Premises)as Landlord disbursed pursuant to the Work Letter attached hereto as Exhibit B-1 for the Premises, provided,however, if the Additional 2nd Floor Commencement Date falls after the Commencement Date for the Premises,such Landlord Contribution for the Additional 2nd Floor Premises shall be prorated and reduced to reflect thenumber of months remaining in the Lease Term as of the Additional 2nd Floor Commencement Date compared tothe number of months in the entire Original Term. The “Additional 2nd Floor Commencement Date” shall be thedate Landlord delivers possession of the Additional 2nd Floor Premises to Tenant with the Landlord’s Work theretosubstantially completed, as defined in Exhibit B‑1, provided, however, if Tenant delivers the Adjustment Notice toLandlord on or after September 1, 2017, then Landlord shall not be required to perform the Tenant ImprovementWork and the Additional 2nd Floor Commencement Date shall be the date Landlord delivers possession of theAdditional 2nd Floor Premises vacant and in base building shell condition. Notwithstanding the foregoing, thedelivery dates and late delivery remedies set forth on Exhibit B-1 hereto shall not apply to Landlord’s delivery ofthe Additional 2nd Floor Premises and Landlord and Tenant will enter into an amendment to this Lease to establishand confirm plan delivery dates for Tenant (to the extent not already delivered to and approved by Landlord), theestimated delivery date for the Additional 2nd Floor Premises and any late delivery remedies of Tenant. If and onlyso long as Landlord is not required to perform the Tenant Improvement Work to the Additional 2nd Floor Premisespursuant to the terms of this Section 2.1.1(B), then the rent commencement date for the Additional 2nd FloorPremises will be one hundred twenty (120) days following the Additional 2nd Floor Commencement Date. 2.1.2Right to Use Building AmenitiesLandlord shall, as part of the Base Building Work, initially construct, fixture and furnish an outdoor roof-topterrace, a full‑service cafeteria serving breakfast and lunch, a building fitness center with men’s and women’s lockerrooms, restrooms and showers and a multi-purpose room in the Building (also referred as the Innovation LearningCenter) (each an “Amenity” and collectively the “Amenities”) and substantially consistent with the schematic plansfor the Amenities set forth on Exhibit N attached hereto. Landlord agrees to operate the Amenities in the Buildingso long as Tenant (together with any Permitted Transferees under Section 5.6.4 below) leases and occupies at least49,000 square feet of Rentable Floor Area in the Building. During the Term, Tenant shall have the non-exclusiveright to use the Amenities at such times that the applicable Amenity is open for use by tenants of the Building andexpressly excluding any periods that any such Amenity is closed for private functions and meetings or for safety orsecurity purposes. Tenant’s use of the Amenities will be free of charge except for (i) Tenant’s exclusive use thereoffor private functions or meetings which exclusivePage 11191 Spring Street – Mimecast Lease use will be subject to availability of the dates selected by Tenant and the payment of any reasonable charges fromtime to time in effect for tenant private use of such areas to cover Landlord’s set-up and clean-up costs from suchprivate use, and (ii) the inclusion of any operating expenses associated with the Amenities in Landlord’s OperatingExpenses, including, without limitation, any operating subsidy for the cafeteria. 2.1.3Tenant’s Shuttle Service.Landlord agrees to reasonably cooperate with Tenant, at no cost to Landlord, to enable Tenant to procure approvalsfor and to operate an express, dedicated shuttle service to and from the Building and the Alewife MBTA Station(or, at Tenant’s election, one or more other MBTA Stations) (the “Tenant’s Shuttle Service”). If Tenant elects tooperate Tenant’s Shuttle Service, Tenant shall be responsible to contract directly with the shuttle service providerfor the operation of the Tenant’s Shuttle Service and to pay and any all costs associated with the Tenant’s ShuttleService. Tenant’s insurance and indemnity obligations under this Lease shall expressly apply to Tenant’s provisionof the Tenant’s Shuttle Service (unless, with respect to Tenant’s insurance obligations, the shuttle service providercontracts directly for insurance coverage reasonably acceptable to Landlord covering Tenant’s Shuttle Servicedirectly and Landlord is named as an additional insured on all such policies). Tenant’s Shuttle Service shall besubject to rules and regulations reasonably adopted by Landlord and shall use only the roadways highlighted in redon the plan attached hereto as Exhibit Q for access to and egress from the Building. The Tenant’s Shuttle Serviceshall comply with all Legal Requirements and Insurance Requirements, as such terms are hereinafterdefined. Landlord has made no representation or warranty to Tenant that the necessary governmental permits orapprovals will be issued for the Tenant’s Shuttle Service and Landlord shall have no obligation under this Section2.1.3 or elsewhere in this Lease if Tenant is unable to implement the Tenant’s Shuttle Service or to obtain anynecessary governmental permits or approvals therefor despite Landlord’s good faith efforts to assist Tenant andLandlord shall have no liability to Tenant and Tenant’s obligations under this Lease will not be affected if Tenant isunable to obtain and implement the Tenant’s Shuttle Service. Subject to Section 5.3(B) below, Landlordacknowledges that Tenant may contract with other tenants of the Building (but Tenant shall expressly not contractwith tenants or employees of tenants in the Additional Buildings) for the sharing of the shuttle services provided byand costs associated with Tenant’s Shuttle Service. 2.1.4Outdoor Patio (A)As part of the Base Building Work, Landlord, at its sole cost and expense, shall construct an outdoor patioadjacent to the Second Floor Premises on the east side lawn area of the Site (the “Outdoor Patio Area”)substantially in the location and pursuant to the design plan shown on Exhibit K attached hereto. Subjectto compliance with all applicable Legal Requirements, including, without limitation, any requirements ofthe local conservation commission and the terms and conditions of this Section 2.1.4 and provided and solong as Tenant leases the initial Second Floor Premises (exclusive of the Additional 2nd Floor Premises)(collectively, the “Exclusive Patio Threshold”), Tenant will have the exclusive right, at no additionalrental charge, to access and use the Outdoor Patio Area forPage 12191 Spring Street – Mimecast Lease outdoor seating and other outdoor activities ancillary to Tenant’s office uses of the Premises. Tenant shallhave the right to install, at Tenant’s sole cost and expense, tables, chairs, umbrellas and other furniture inthe Outdoor Patio Area (the “Patio FF&E”) subject to Landlord’s prior written approval, which shall notbe unreasonably withheld or delayed, provided, however, Landlord’s determination of matters relating toaesthetic issues relating to the Patio FF&E and the Outdoor Patio Area shall be in Landlord’s solediscretion and Landlord may require that moveable Patio FF&E be secured in a manner reasonablyacceptable to Landlord. Landlord shall not be responsible to police or monitor the Outdoor Patio Area orto remove any unauthorized persons using the Outdoor Patio Area without Tenant’s approval, butLandlord agrees to reasonably cooperate with Tenant, at no cost to Landlord, from time to time to postappropriate signage and to notify other tenants in the Building if Landlord has reasonable evidence oractual knowledge that another tenant’s employees or invitees are using the Outdoor Patio Area withoutTenant’s approval. Notwithstanding anything in this Lease to the contrary, Landlord shall have theexpress right to post notices and signs as Landlord reasonably determines necessary or appropriate tocomply with Landlord’s or Tenant’s obligations to restrict use of or access to the Outdoor Patio Area bytenants of the Additional Buildings as such obligations are more particularly described in Section 5.3(B)below. (B)Tenant’s use of the Outdoor Patio Area and Tenant’s Patio FF&E shall be upon and subject to all of theterms and conditions of this Lease, including, without limitation, Tenant’s indemnification and insuranceobligations under this Lease, except as modified below: (i)Tenant may use the Outdoor Patio Area for Tenant’s own use or the use of any subtenants orassignees to which Landlord has consented pursuant to Section 5.6.3 and any PermittedTransferees and only for the purposes set forth in this Section 2.1.4 and Tenant’s rights underthis Section 2.1.4 shall not be assignable or otherwise transferable (including by sublease,license or other means) by Tenant separately from the Lease. In no event shall Tenant permituse of the Outdoor Patio Area by the general public (exclusive of Tenant’s invitees having abusiness relationship with Tenant). (ii)Tenant’s use of the Outside Patio Area and the Patio FF&E shall be subject to rules andregulations reasonably issued from time to time by Landlord and of which Tenant has beengiven prior notice and Tenant shall comply with all Legal Requirements and Patio Approvalsapplicable to the Outdoor Patio Area. (iii)Tenant shall be responsible for maintenance and daily cleaning and janitorial services to theOutdoor Patio Area and shall maintain the Outdoor Patio Area and the Patio FF&E in a safe,clean and first class condition consistent with first class office building standards for comparablebuildings in the Market Area.Page 13191 Spring Street – Mimecast Lease (iv)After the initial construction of the Outdoor Patio Area, Landlord shall not have any obligations(including any compliance with Legal Requirements obligation) with respect to the Patio FF&Eor the Outside Patio Area and Landlord shall not be required to provide any services or utilitiesto the Outdoor Patio Area. Notwithstanding the foregoing, Landlord’s initial construction of theOutdoor Patio Area shall include installation of a reasonable amount of lighting and electricaloutlets. (v)Tenant shall use and maintain the Outdoor Patio Area so as not to cause any damage to theBuilding (including the parking garage) or the Complex or any interference with the use,operation or maintenance of the Building or the Complex or any mechanical, electrical or otherbuilding systems of the Building. (vi)So long as Tenant, together with any Permitted Transferees, satisfies the Exclusive PatioThreshold, Tenant’s rights to the Outdoor Patio Area shall be exclusive to Tenant. Tenant’srights under this Section 2.1.4 shall in no event be deemed to restrict Landlord’s right to use orgrant rights to third parties to use any other exterior areas of the Building or the Complex forother uses or purposes. If, at any time during the Term, Tenant, together with any PermittedTransferees, ceases to satisfy the Exclusive Patio Threshold, Tenant’s right to exclusive use ofthe Outdoor Patio Area shall terminate and Landlord may require Tenant to remove any or all ofthe Patio FF&E and to repair any damage to the Building or the Complex caused by theinstallation or removal of such Patio FF&E.In the event that any governmental agency having jurisdiction over the Building and/or the Complex, as the casemay be, shall impose any sidewalk or common space taxes or other taxes or fees on Landlord in connection withthe use or operation of the Outdoor Patio Area or the Patio FF&E, Tenant shall pay to Landlord the amount of anysuch tax or fee imposed in connection with Tenant’s use or operation of the Outdoor Patio Area or the Patio FF&E. 2.1.5Third Floor Entrance Area.Subject to applicable Legal Requirements, Landlord hereby grants to Tenant the exclusive right to access theBuilding and the Premises through the third floor entrance doors and lobby of the Building (collectively, the “ThirdFloor Entrance Area”) for access to and egress from the Premises by Tenant and its employees and invitees. Solong as Tenant, together with any Permitted Transferees, leases the entire third (3rd) floor in the Building, Tenant’saccess rights through the Third Floor Entrance Area shall be exclusive and Landlord shall not grant rights to anyother tenants or occupants to access the Building through the Third Floor Entrance Area, except that Landlordexpressly reserves the following rights with respect to the Third Floor Entrance Area, (i) access to and use of theThird Floor Entrance Area by Landlord and its agents, employees, contractors, and consultants to performLandlord’s obligations under this Lease, including, without limitation, cleaning and maintenance obligations and theprovision of security services, and (ii) rights of egress by Landlord and other tenants and occupants ofPage 14191 Spring Street – Mimecast Lease the Building and their respective employees, agents, contractors and invitees in the event of an emergency in theBuilding requiring the Third Floor Entrance Area to be used for emergency egress purposes. Tenant may installand staff a reception or security desk in the Third Floor Entrance Area and, subject to the restrictions set forth inSection 5.3(B), may use the Third Floor Entrance Area for ancillary uses related to Tenant’s use of the Premises,including occasional receptions, marketing events and social events (but in no event shall Tenant be permitted touse the Third Floor Entrance Area for office purposes). Tenant acknowledges and agrees that any card readersystem or any security turnstiles installed by Landlord or Tenant in the Third Floor Entrance Area shall haveemergency opening features to disengage in the event of an emergency in the Building. Subject to Section 4.1.3and Article VI of this Lease, Tenant shall be responsible to repair and maintain the Third Floor Entrance Areaduring any period when Tenant’s access rights through the Third Floor Entrance Area are exclusive to Tenant (suchexpenses to be otherwise included in Landlord’s Operating Expenses in accordance with Section 2.6 below at suchtime as Tenant’s access rights become non‑exclusive). 2.2Rights to use Common FacilitiesSubject to Landlord’s right to change or alter any of the following in Landlord’s discretion as herein provided, Tenant shallhave, as appurtenant to the Premises, the non- exclusive right to use in common with others, subject to reasonable rules ofgeneral applicability to tenants of the Building from time to time made by Landlord of which Tenant is given notice (a) thecommon lobbies, corridors, stairways, elevators and loading area of the Building, and the pipes, ducts, conduits, wires andappurtenant meters and equipment serving the Premises in common with others, (b) the loading areas serving the Buildingand the common walkways and driveways necessary for access to the Building, (c) if the Premises include less than the entirerentable floor area of any floor, the common toilets, corridors and elevator lobby of such floor, and (d) the Amenities. Tenantshall have the right to contract separately with its own telecommunication service provider and Landlord will notunreasonably withhold consent to any request by Tenant to allow such provider to have access to the Building or to thePremises, provided that Landlord may condition such access, without limitation of the foregoing, on Landlord’s approval ofthe identity of the service provider, its execution of an access and easement agreement satisfactory to Landlord and, shouldtelecommunications services be furnished by such service provider to both Tenant and other tenants and occupants in theBuilding, then subject to the payment to Landlord by the service provider of fees assessed by Landlord in its reasonablediscretion. 2.2.1Tenant’s ParkingIn addition, Tenant shall have the right to use, at no additional rental charge (except for inclusion of costs inLandlord’s Operating Expenses pursuant to Section 2.6) the Total Number of Tenant’s Lot 2 Parking Spaces(referred to in Section 1.1), for the parking of automobiles, in common with use by other tenants from time to timeof the Complex, and on a first-come, first-served basis, it being covenanted and agreed that the Number of Tenant’sLot 2 Surface Parking Spaces shall be in the surface parking areas labeled A, B, C and a portion of parking area D,the locations of which are shown on Exhibit O attached hereto, provided, however, that Landlord shall not beobligated to furnish stalls or spaces in any parking structure or area specifically designated for Tenant’suse. Landlord shall have the right to designate from time to time certain areas and spacesPage 15191 Spring Street – Mimecast Lease within the Lot 2 Surface Parking areas that Tenant may use and certain areas and spaces that are off limits ordesignated for the use of other tenants of the Complex so long as Landlord continues to satisfy the Number ofTenant’s Lot 2 Surface Parking Spaces in the Lot 2 Surface Parking areas. Notwithstanding the foregoing, duringthe Lease Term Landlord will not grant any parking rights in the surface parking areas labeled A, B or C of the Lot2 Surface Parking areas (the “Tenant Reserved Parking Areas”) to any other tenants of the Complex. Subject toapplicable Legal Requirements for designation of handicapped spaces and Tenant first obtaining any necessarygovernmental permits, licenses or approvals therefor, Tenant may install (y) one (1) sign approved by Landlord(which approval will not be unreasonably withheld, conditioned or delayed) at the entrance to each of the TenantReserved Parking Areas to indicate that such parking spaces are available only for use by Tenant and its employeesand visitors, and (z) signs or other markings approved by Landlord (which approval will not be unreasonablywithheld, conditioned or delayed) on the number of parking spaces in parking area D of the Lot 2 Surface Parkingarea which Tenant is entitled to use under this Section 2.2.1, to indicate that such parking spaces are available onlyfor use by Tenant and its employees and visitors; provided, however, in all events, Landlord will have no obligationto police or enforce such markings or signs and Landlord will not have any obligation to remove any cars parked inviolation of such markings or signs or to take action against any other tenant or occupant of the Building or theComplex (or any of their respective visitors or invitees) that may be violating such markings or signs. In the eventthat the Rentable Floor Area of the Premises increases or decreases at any time during the Lease Term, the Numberof Parking Spaces provided to Tenant hereunder shall be increased or reduced as reasonably designated byLandlord. Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all timesabide by all reasonable rules and regulations promulgated by Landlord with respect to the use of the parking areason the Site. The parking privileges granted herein are non-transferable except to a permitted assignee or subtenantas provided in Section 5.6. Further, neither Landlord nor any fee owners of the Lot 2 Surface Parking areasassumes any responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parkedon the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon requestfrom Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation ofliability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shallbe created. 2.3Landlord’s ReservationsLandlord reserves the right from time to time, without material interference with Tenant’s use: (a) to install, use, maintain,repair, replace and relocate for service to the Premises and other parts of the Building, or either, pipes, ducts, conduits, wiresand appurtenant fixtures, wherever located in the Premises or Building, and (b) to alter or relocate any other common facility,provided that substitutions are substantially equivalent or better. Installations, replacements and relocations referred to inclause (a) above shall be located so far as practicable in the central core area of the Building, above ceiling surfaces, belowfloor surfaces or within perimeter walls of the Premises. Except in the case of emergencies or for normal cleaning andmaintenance work, Landlord agrees to use all reasonable efforts to give Tenant reasonable advance notice of any of theforegoing activities which require work in the Premises. In all cases, Landlord shall use itsPage 16191 Spring Street – Mimecast Lease best efforts to minimize or avoid inconvenience to Tenant in connection with its exercise of the rights granted herein(consistent with the nature of the rights being exercised). 2.4HabendumTenant shall have and hold the Premises for the Term of this Lease specified in Section 1.2 hereof as the “Lease Term,” andcommencing on the date (the “Commencement Date”) that is the earlier of: (i)The Substantial Completion Date (as that term is defined in Exhibit B-1); or (ii)The date on which Tenant commences occupancy of any portion of the Premises for the Permitted Use.As soon as may be convenient after the date has been determined on which the Term commences as aforesaid, Landlord andTenant agree to join with each other in the execution of a written Declaration Affixing the Commencement Date of Lease, inthe form of Exhibit E, in which the date on which the Term commences as aforesaid and the Term of this Lease shall bestated. If Tenant shall fail to execute such Declaration Affixing the Commencement Date of Lease, the Commencement Dateand Lease Term shall be as determined in accordance with the terms of this Lease. 2.4.1Extension Options (A)On the conditions (which conditions Landlord may waive by written notice to Tenant) that (i) at the timeof exercise of the option to extend there exists no monetary or material non-monetary Event of Default(defined in Section 7.1), (ii) both at the time of exercise of the option and at the commencement date of theextension option period this Lease is still in full force and effect, and (iii) at the time of exercise of theoption to extend (or at any time after the exercise of such option to extend but prior to the commencementof the applicable extension option period) Tenant has not sublet more than fifty percent (50%) of thePremises for all or substantially all of the remaining Term of this Lease (except for a subletting permittedwithout Landlord’s consent under Section 5.6.4 hereof), Tenant shall have the right to extend the Termhereof upon all the same terms, conditions, covenants and agreements herein contained (except for theAnnual Fixed Rent which shall be adjusted during the option periods as hereinbelow set forth) for two (2)successive periods of five (5) years each as hereinafter set forth. Each option period is sometimes hereinreferred to as an “Extended Term.” Notwithstanding any implication to the contrary Landlord has noobligation to make any additional payment to Tenant in respect of any construction allowance or the likeor to perform any work to the Premises as a result of the exercise by Tenant of any such options. If afterthe exercise of the extension option, Tenant sublets a portion of the Premises for all or substantially all ofthe remaining Term then in effect, and such sublease individually or in the aggregate with any priorsubleases entered into by Tenant results in 50% or more of the Premises being sublet for all orsubstantially all of the remaining Term then in effect, at Landlord’s option, Tenant’s exercise of its optionto extend for the next Extended Term (and any subsequent ExtendedPage 17191 Spring Street – Mimecast Lease Term, if applicable) shall be void and of no force or effect and the Term of the Lease will expire on theexpiration date of the Lease Term then in effect. (B)If Tenant desires to exercise the applicable option to extend the Term, then Tenant shall give notice toLandlord, not earlier than twenty-one (21) months nor later than fifteen (15) months prior to the expirationof the Term, as it may have been previously extended, hereunder of Tenant’s request for Landlord’squotation of the Annual Fixed Rent proposed by Landlord for the Premises as of the commencement dateof the applicable Extended Term. Within thirty (30) days after Landlord’s receipt of Tenant’s noticerequesting such a quotation, Landlord shall notify Tenant of Landlord’s quotation of the Annual FixedRent for the Extended Term, which Annual Fixed Rent shall reflect the Prevailing Market Rent as definedon Exhibit J attached hereto (the “Landlord’s Rent Quotation”). If not later than fifteen (15) days afterTenant’s receipt of Landlord’s Rent Quotation (the “Extension Term Negotiation Period”), Landlord andTenant have not reached agreement on a determination of an Annual Fixed Rent for the applicableExtended Term and executed a written instrument extending the Term of this Lease pursuant to suchagreement, then Tenant shall have the right, by delivery of written notice to Landlord (the “ExerciseNotice”) delivered prior to the expiration of the Extension Term Negotiation Period, time being of theessence, to either (i) exercise its option to extend the Lease Term at the Annual Fixed Rent set forth inLandlord’s Rent Quotation, or (ii) make a request to Landlord for a broker determination (the “BrokerDetermination”) of the Prevailing Market Rent (as defined in Exhibit J) for such Extended Term, whichBroker Determination shall be made in the manner set forth in Exhibit J. If Tenant timely shall havedelivered an Extension Notice that requests the Broker Determination, then the Annual Fixed Rent for theapplicable Extended Term shall be the Prevailing Market Rent as determined by the BrokerDetermination. If Tenant does not timely deliver an Exercise Notice, then Tenant will be deemed to haveelected not to extend the Lease Term for the applicable Extended Term. (C)Upon the giving of the Exercise Notice by Tenant to Landlord exercising Tenant’s option to extend theLease Term in accordance with the provisions of Section 2.4.1(B) above, then this Lease and the LeaseTerm hereof shall automatically be deemed extended for the Extended Term upon all of the same terms,conditions, covenants and agreements contained in this Lease, except that (i) the Annual Fixed Rent forthe applicable Extended Term shall be determined in accordance with this Section 2.4.1, and (ii) the onlyextension options shall be those set forth in this Section 2.4.1. Upon the giving of such Exercise Notice,this Lease and the Term hereof shall be extended for the applicable Extended Term and without thenecessity for the execution of any additional documents, except that Landlord and Tenant agree to enterinto an instrument in writing setting forth the Annual Fixed Rent for the Extended Term as determined inthe relevant manner set forth in this Section 2.4.1. Notwithstanding anything contained herein to thecontrary, in no event shall Tenant have the right to exercise more than one extension option at a time and,further, Tenant shall not have the right to exercise its second extension option unless it has duly exercisedits first extension optionPage 18191 Spring Street – Mimecast Lease and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expirationof the Original Lease Term hereof. 2.5Fixed Rent PaymentsTenant agrees to pay to Landlord, (a) on the Commencement Date (defined in Section 1.1 hereof) and thereafter monthly, inadvance, on the first day of each and every calendar month during the Original Term, a sum equal to one twelfth (1/12) of theAnnual Fixed Rent (sometimes hereinafter referred to as “fixed rent”) and (b) on the first day of each and every calendarmonth during each Extended Term (if exercised), a sum equal to one twelfth (1/12) of the Annual Fixed Rent as determinedin Section 2.4.1 for the applicable Extended Term. Until notice of some other designation is given, fixed rent and all othercharges for which provision is herein made shall be paid by remittance to or for the order of Boston Properties LimitedPartnership, as agent of Landlord, either (i) by ACH transfer to Bank of America in Dallas, Texas, Bank Routing Number111 000 012 or (ii) by mail to P.O. Box 3557, Boston, Massachusetts 02241-3557, and in the case of (i) referencing AccountNumber 3756454460, Account Name of Boston Properties, LP, Tenant’s name and the Property address. All remittancesreceived by Boston Properties, Inc., as agent as aforesaid, or by any subsequently designated recipient, shall be treated aspayment to Landlord.Annual Fixed Rent for any partial month shall be paid by Tenant to Landlord at such rate on a pro rata basis, and, if theCommencement Date is a day other than the first day of a calendar month, the first payment of Annual Fixed Rent whichTenant shall make to Landlord shall be a payment equal to a proportionate part of such monthly Annual Fixed Rent for thepartial month from the Commencement Date to the last day of the calendar month in which the Commencement Date occurs.Additional Rent payable by Tenant on a monthly basis, as hereinafter provided, likewise shall be prorated, and the firstpayment on account thereof shall be determined in similar fashion but shall commence on the Commencement Date; andother provisions of this Lease calling for monthly payments shall be read as incorporating this undertaking by Tenant.The Annual Fixed Rent and all other charges for which provision is herein made shall be paid by Tenant to Landlord,without offset, deduction or abatement except as otherwise specifically set forth in this Lease. 2.6Operating Expenses“Landlord’s Operating Expenses” means the cost of operation of the Building and the Site, including those incurred indischarging Landlord’s obligations under Article IV and elsewhere in this Lease. Such costs shall exclude payments of debtservice and any other mortgage or ground lease charges, brokerage commissions, real estate taxes (to the extent paid pursuantto Section 2.7 hereof) and costs of special services rendered to tenants (including Tenant) for which a separate charge ismade, but shall include, without limitation, the following: premiums for insurance carried with respect to the Building andthe Site (including, without limitation, liability insurance, insurance against loss in case of fire or casualty and insurance ofmonthly installments of fixed rent and any Additional Rent which may be due under this Lease and other leases of space inthe Building for not more than 12 months in the case of both fixed rent and AdditionalPage 19191 Spring Street – Mimecast Lease Rent and if there be any first mortgage of the Site, including such insurance as may be required by the holder of such firstmortgage); compensation and all fringe benefits, worker’s compensation insurance premiums and payroll taxes paid to, for orwith respect to all persons engaged in the operating, maintaining or cleaning of the Building or Site; water, sewer, electric,gas, oil and telephone charges (excluding utility charges separately chargeable to tenants for additional or special services,including, without limitation, Tenant’s electricity charges to be paid separately by Tenant pursuant to Section 2.8 below andExhibit L attached hereto); the Building’s allocable share of Landlord’s cost of obtaining and furnishing electricity for sitelighting of all parking structures, parking areas and roadways of the Complex; the costs of operating, maintaining, upgrading,repairing and replacing the electricity lines and appurtenant equipment relating to the Building and the gas lines andappurtenant equipment, the water lines and appurtenant equipment, and the sewer lines and appurtenant equipment for theBuilding; cost of building and cleaning supplies and equipment; cost of maintenance, cleaning and repairs (other than repairsnot properly chargeable against income or reimbursed from contractors under guarantees); cost of snow removal and care oflandscaping; payments under service contracts with independent contractors; management fees at reasonable rates forself‑managed buildings consistent with the type of occupancy and the service rendered, which management fees shall equalthree percent (3%) of the total Gross Rents for the Building (“Gross Rents for the Building” being defined as all annual fixedrent, Landlord’s Operating Expenses, with the exception of the aforesaid management fees, and Landlord’s Tax Expenses forthe Building for the relevant calendar year); that portion of the costs of maintaining a regional property management office inconnection with the operation, management and maintenance of the Building as are reasonably allocable to the Building; allcosts of applying and reporting for the Building or any part thereof to seek or maintain certification under the U.S. EPA’sEnergy Star® rating system, the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED)rating system or a similar system or standard; and all other reasonable and necessary expenses paid in connection with theoperation, cleaning and maintenance of the Building and the Site and properly chargeable against income, provided,however, there shall be included (a) depreciation for capital expenditures made by Landlord during the Lease Term (i) toreduce Landlord’s Operating Expenses if Landlord shall have reasonably determined on the basis of engineering estimatesthat the annual reduction in Landlord’s Operating Expenses shall exceed depreciation therefor or (ii) to comply withapplicable Legal Requirements which first become applicable to the Site after the Commencement Date (the capitalexpenditures described in subsections (i) and (ii) being hereinafter referred to as “Permitted Capital Expenditures”); plus (b) inthe case of both (i) and (ii) an interest factor, reasonably determined by Landlord, as being the interest rate then charged forlong term mortgages by institutional lenders on like properties within the locality in which the Building is located anddepreciation in the case of both (i) and (ii) shall be determined by dividing the original cost of such capital expenditure by thenumber of years of useful life of the capital item acquired and the useful life shall be reasonably determined by Landlord inaccordance with generally accepted accounting principles and practices in effect at the time of acquisition of the capital item.“Operating Expenses Allocable to the Premises” shall mean (a) the same proportion of Landlord’s Operating Expenses forand pertaining to the Building as the Rentable Floor Area of the Premises bears to the Total Rentable Floor Area of theBuilding plus (b) the same proportion of Landlord’s Operating Expenses for and pertaining to the Lot 2 Parking Structureand the Lot 2 Surface Parking Area as the Total Number of Tenant’s Parking Spaces bears to the sum of the Total Number ofParking Spaces in the Lot 2 Parking Structure and the Total Number of Lot 2Page 20191 Spring Street – Mimecast Lease Surface Parking Spaces, plus (c) the same proportion of Landlord’s Operating Expenses for and pertaining to the Site and theComplex as the Rentable Floor Area of the Premises bears to the Total Rentable Floor Area of the Buildings.“Base Operating Expenses” is hereinbefore defined in Section 1.1. Base Operating Expenses shall not include (i) market-wide cost increases due to extraordinary circumstances, including but not limited to Force Majeure (as defined in Section6.1), conservation surcharges, boycotts, strikes, embargoes or shortages which apply only to the Base Year but no other year,other than the year immediately prior to the Base Year or the year immediately following the Base Year, and (ii) the cost ofany Permitted Capital Expenditures (as hereinafter defined). Base Operating Expenses and Landlord’s Operating Expensesdo not include the Tenant’s electricity charges to be paid separately by Tenant pursuant to Section 2.8 below and Exhibit Lattached hereto.“Base Operating Expenses Allocable to the Premises” shall mean (a) the same proportion of Base Operating Expenses forand pertaining to the Building as the Rentable Floor Area of the Premises bears to the Total Rentable Floor Area of theBuilding plus (b) the same proportion of Landlord’s Operating Expenses for and pertaining to the Lot 2 Parking Structureand the Lot 2 Surface Parking Area as the Total Number of Tenant’s Parking Spaces bears to the sum of the Total Number ofParking Spaces in the Lot 2 Parking Structure and the Total Number of Lot 2 Surface Parking Spaces, plus (c) the sameproportion of Base Operating Expenses for and pertaining to the Site and the Complex as the Rentable Floor Area of thePremises bears to the Total Rentable Floor Area of the Buildings. Notwithstanding the foregoing, the following shall be excluded from Landlord’s Operating Expenses: 1)leasing commissions, fees and costs, advertising and promotional expenses and other costs incurred in procuringtenants or in selling the Building or the Site; 2)legal fees or other expenses incurred in connection with enforcing leases with tenants in the Building; 3)costs of renovating or otherwise improving or decorating space for any tenant or other occupant of the Building or theSite (including Tenant) or relocating any tenant; 4)financing costs including interest and principal amortization of debts and the costs of providing the same; 5)except as otherwise expressly provided with respect to Permitted Capital Expenditures, depreciation; 6)rental on ground leases or other underlying leases and the costs of providing the same; 7)wages, bonuses and other compensation of employees above the grade of Regional Property Manager;Page 21191 Spring Street – Mimecast Lease 8)wages, bonuses and other compensation of any employee who does not devote substantially all of his or her employedtime to the Building unless such wages and benefits are prorated on a reasonable basis to reflect time spent on theoperation and management of the Building vis‑à‑vis time spent on matters unrelated to the operation and managementof the Building; 9)any liabilities, costs or expenses associated with or incurred in connection with the removal, enclosure, encapsulationor other handling of Hazardous Substances (to be defined in the Lease) and the cost of defending against claims inregard to the existence or release of Hazardous Substances at the Building or the Site (except with respect to thosecosts for which Tenant is otherwise responsible pursuant to the express terms of the Lease), provided, however, thatthe provisions of this clause shall not preclude the inclusion of costs with respect to materials (whether existing at theSite as of the date of the Lease or subsequently introduced to the Site) which are not as of the date of the Lease (or asof the date of introduction) deemed to be Hazardous Substances under applicable laws but which are subsequentlydeemed to be Hazardous Substances under applicable law; 10)costs of any items for which Landlord is or is entitled to be paid or reimbursed by insurance; 11)increased insurance or Real Estate Taxes assessed specifically to any tenant of the Building or the Site for whichLandlord is entitled to reimbursement from any other tenant; 12)except as may be expressly set forth in the Lease, the cost of installing, operating and maintaining any specialtyservice, such as an observatory, broadcasting facilities, child or daycare; 13)costs for the original construction and development of the Building and nonrecurring costs for the repair andreplacement of any portion of the Building made necessary as a result of defects in the original design, workmanshipor materials; 14)cost of any work or service performed on an extra cost basis for any tenant in the Building or the Site to the extentsuch work or service is in excess of any work or service Landlord is obligated to provide to Tenant or generally toother tenants in the Building at Landlord’s expense; 15)cost of any work or services to the extent performed for any facility other than the Building or Site; 16)except as may be otherwise expressly provided in the Lease with respect to specific items, any cost representing anamount paid to a person firm, corporation or other entity related to Landlord that is in excess of the amount whichwould have been paid in the absence of such relationship (other than the management fee, which shall be subject tothe terms and provisions of Section 2.6 above); 17)cost of initial cleaning and rubbish removal from the Building or the Site to be performed before final completion ofthe Building or tenant space; 18)cost of initial landscaping of the Building or the Site;Page 22191 Spring Street – Mimecast Lease 19)except as expressly provided above with respect to Permitted Capital Expenditures, costs of any item that, undergenerally accepted accounting principles, are properly classified as capital expenses; 20)lease payments for rental equipment (other than equipment for which depreciation is properly charged as an expense)that would constitute a capital expenditure if the equipment were purchased to the extent that such payments exceedthe amount which could have been included in Landlord’s Operating Expenses had Landlord purchased suchequipment rather than leasing such equipment; 21)cost of the initial stock of tools and equipment for operation, repair and maintenance of the Building or the Site; 22)late fees or charges incurred by Landlord due to late payment of expenses, except to the extent attributable to Tenant’sactions or inactions; 23)cost of acquiring sculptures, paintings and other works of art, and the costs for securing, cleaning or maintaining suchitems in excess of amounts typically spent for such services in comparable buildings in the Route 128 west market; 24)real estate taxes or taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate,inheritance, etc.); 25)charitable or political contributions; 26)reserve funds; 27)all other items for which another party compensates or pays so that Landlord shall not recover any item of cost morethan once; 28)costs and expenses incurred in connection with compliance with or contesting or settlement of any claimed violationof law or requirements of law, except to the extent attributable to Tenant’s actions or inactions; 29)costs of mitigation or impact fees or subsidies (however characterized) imposed or incurred solely as a result ofanother tenant’s or tenants’ use of the Site or their respective premises; 30)costs and expenses incurred for the administration of the entity which constitutes Landlord, as the same distinguishedfrom the cost of operation, management, maintenance and repair of the Building or the Site; 31)any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; 32)costs arising from the willful misconduct or negligence of Landlord, its agents, employees or contractors; and 33)fees, costs and expenses incurred by Landlord in connection with or relating to claims against or disputes withemployees of Landlord, with Building management, or with tenants of the Building.Page 23191 Spring Street – Mimecast Lease If with respect to any calendar year falling within the Term, or fraction of a calendar year falling within the Term at thebeginning or end thereof, the Operating Expenses Allocable to the Premises for a full calendar year exceed Base OperatingExpenses Allocable to the Premises, or for any such fraction of a calendar year exceed the corresponding fraction of BaseOperating Expenses Allocable to the Premises (such amount being hereinafter referred to as the “Operating ExpenseExcess”), then Tenant shall pay to Landlord, as Additional Rent, the amount of such Operating Expense Excess. Suchpayments shall be made at the times and in the manner hereinafter provided in this Section 2.6.Payments by Tenant on account of the Operating Expense Excess shall be made monthly at the time and in the fashion hereinprovided for the payment of Annual Fixed Rent. The amount so to be paid to Landlord shall be an amount from time to timereasonably estimated by Landlord to be sufficient to cover, in the aggregate, a sum equal to the Operating Expense Excess foreach calendar year during the Lease Term.Not later than one hundred and twenty (120) days after the end of the first calendar year or fraction thereof ending December31 and of each succeeding calendar year during the Term or fraction thereof at the end of the Term, Landlord shall renderTenant a statement in reasonable detail and according to usual accounting practices certified by a representative of Landlord,showing for the preceding calendar year or fraction thereof, as the case may be, Landlord’s Operating Expenses andOperating Expenses Allocable to the Premises. Said statement to be rendered to Tenant shall also show for the precedingyear or fraction thereof as the case may be the amounts of operating expenses already paid by Tenant as Additional Rent, onaccount of Operating Expense Excess and the amount of Operating Expense Excess remaining due from, or overpaid by,Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of suchstatement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the aboveprovisions of this Section 2.6 with respect to the preceding year or fraction thereof, or Landlord shall credit any amounts duefrom it to Tenant pursuant to the above provisions of this Section 2.6 against (i) monthly installments of fixed rent nextthereafter coming due or (ii) any sums then due from Tenant to Landlord under this Lease (or refund such portion of theoverpayment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord).Any payment by Tenant for the Operating Expense Excess shall not be deemed to waive any rights of Tenant to claim thatthe amount thereof was not determined in accordance with the provisions of this Lease.Notwithstanding the foregoing, in determining the amount of Landlord’s Operating Expenses for any calendar year or portionthereof falling within the Lease Term (including, without limitation, during the Base Year), if less than one hundred percent(100%) of the Total Rentable Floor Area of the Building shall have been occupied by tenants at any time during the period inquestion, then, at Landlord’s election, those components of Landlord’s Operating Expenses that vary based on occupancy forsuch period shall be adjusted to equal the amount such components of Landlord’s Operating Expenses would have been forsuch period had occupancy been one hundred percent (100%) throughout such period. The foregoing calculations shall notentitle Landlord to collect, collectively from all of the tenants in the Complex, an amount exceeding one hundred percent(100%) of the Landlord’s Operating Expenses incurred by Landlord with respect to the pertinent calendar year (any collectedamount exceeding 100% of OperatingPage 24191 Spring Street – Mimecast Lease Expenses with respect to any calendar year being referred to herein as “Operating Expense Collection Surplus”), andLandlord shall, except with respect to Base Operating Expenses, credit any Operating Expense Collection Surplus against theaggregate of Operating Expenses incurred with respect to such calendar year, which shall reduce the same for all purposeshereunder.Commencing with the first Operating Year after a full twelve (12) month Operating Year (as defined in Section 2.9 below) ofOperating Expenses Allocable to the Premises has been billed to Tenant under this Lease, in no event shall the ControllableOperating Expenses (as defined below) for any Operating Year exceed the Expense Cap (as defined below) for suchOperating Year. “Controllable Operating Expenses” shall be defined as any Landlord’s Operating Expenses which arewithin the reasonable control of Landlord, but Controllable Operating Expenses shall not include any costs (“UncontrollableExpenses”) which are not within the reasonable control of Landlord, including, without limitation, the following items shallbe deemed to be Uncontrollable Expenses: premiums for insurance, union related labor costs (or the cost of contractsdependent on union related labor costs), snow plowing, security, Permitted Capital Expenditures, water, sewer, electric, gas,oil, steam and other utility or regulatory charges. The “Expense Cap” for each Operating Year during the Term shall be104% of the Controllable Operating Expenses for the immediately preceding Operating Year. There shall be no ExpenseCap in respect of the first Operating Year of the Lease Term. By way of example only of the foregoing, if theCommencement Date occurs on October 1, 2017, then there shall be no Expense Cap for the period from October 1, 2017through December 31, 2018 and the Expense Cap will first apply to the Controllable Operating Expenses incurred during theOperating Year commencing on January 1, 2019. 2.7Real Estate TaxesIf with respect to any full Tax Year or fraction of a Tax Year falling within the Term, Landlord’s Tax Expenses Allocable tothe Premises as hereinafter defined for a full Tax Year exceed Base Taxes Allocable to the Premises, or for any such fractionof a Tax Year exceed the corresponding fraction of Base Taxes Allocable to the Premises (such amount being hereinafterreferred to as the “Tax Excess”), then Tenant shall pay to Landlord, as Additional Rent, the amount of such TaxExcess. Payments by Tenant on account of the Tax Excess shall be made monthly at the time and in the fashion hereinprovided for the payment of Annual Fixed Rent. The amount so to be paid to Landlord shall be an amount from time to timereasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to the Tax Excess, ten(10) days at least before the day on which tax payments by Landlord would become delinquent. Not later than ninety (90)days after Landlord’s Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereofand for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement inreasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case maybe, real estate taxes on the Building and the Site and abatements and refunds of any taxes and assessments. Only Landlordshall have the right to institute tax reduction or other proceedings to reduce real estate taxes or the valuation of the Buildingand the Site. Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as thecase may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxesremaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) daysafter the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, ifPage 25191 Spring Street – Mimecast Lease any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year orfraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7against (i) monthly installments of fixed rent next thereafter coming due or (ii) any sums then due from Tenant to Landlordunder this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no furtherobligation to Landlord). Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatementmay be charged against the tax refund or abatement before the adjustments are made for the Tax Year.To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than aTax Year, the foregoing statement shall be rendered and payments made on account of such installments.Nothing contained in this Section 2.7 shall entitle Landlord to collect, collectively from all of the tenants of the Complex, anamount exceeding one hundred percent (100%) of Landlord’s Tax Expenses incurred by Landlord with respect to thepertinent Tax Year (any collected amount exceeding 100% of Landlord’s Tax Expenses with respect to any such Tax Yearbeing referred to herein as “Tax Collection Surplus”), and Landlord shall, except with respect to Base Taxes, credit any TaxCollection Surplus against the aggregate of Landlord’s Tax Expenses incurred with respect to such Tax Year, which shallreduce the same for all purposes hereunder.Terms used herein are defined as follows: (i)“Tax Year” means the twelve-month period beginning July 1 each year during the Term or if theappropriate governmental tax fiscal period shall begin on any date other than July 1, such other date. (ii)“Landlord’s Tax Expenses Allocable to the Premises” shall mean (a) the same proportion of Landlord’sTax Expenses as the Rentable Floor Area of the Premises bears to the Total Rentable Floor Area of theBuilding. (iii)“Landlord’s Tax Expenses” with respect to any Tax Year means the aggregate real estate taxes assessedwith respect to that Tax Year on, for and pertaining to the Building, plus (y) fifty-eight percent (58%) ofthe real estate taxes assessed on, for and pertaining to the Site, and (z) thirty-four percent (34%) of the realestate taxes assessed on, for and pertaining to Lot A, all as reduced by any abatement receipts with respectto that Tax Year. (iv)“Base Taxes” is hereinbefore defined in Section 1.1. (v)“Base Taxes Allocable to the Premises” means the same proportion of Base Taxes as the Rentable FloorArea of the Premises bears to the Total Rentable Floor Area of the Building. (vi)“Real estate taxes” means all taxes and special assessments of every kind and nature and user fees andother like fees assessed by any governmental authority (including, but not limited to, any tax, assessmentor charge resulting from the creation of a special improvement district) on the Building or Site which theLandlord shall become obligated to pay because of or in connection with thePage 26191 Spring Street – Mimecast Lease ownership, leasing and operation of the Site, the Building and the Complex (including without limitation,if applicable, the excise prescribed by Mass Gen Laws (Ter Ed) Chapter 121A, Section 10 and amountsin excess thereof paid to the Town of Lexington pursuant to agreement between Landlord and the Town)and reasonable expenses of and fees for any formal or informal proceedings for negotiation or abatementof taxes (collectively, “Abatement Expenses”), which Abatement Expenses shall be excluded from BaseTaxes. The amount of special taxes or special assessments to be included shall be limited to the amount ofthe installment (plus any interest, other than penalty interest, payable thereon) of such special tax or specialassessment required to be paid during the year in respect of which such taxes are being determined. Thereshall be excluded from such taxes all income, estate, succession, inheritance, transfer, gift, capital stock orany income taxes arising out of or related to ownership and operation of income-producing real estate, orany excise taxes imposed upon Landlord based upon gross or net rentals or other income received by it;provided, however, that if at any time during the Term the present system of ad valorem taxation of realproperty shall be changed so that in lieu of or in addition to the whole or any part of the ad valorem tax onreal property there shall be assessed on Landlord a capital levy or other tax on the gross rents receivedwith respect to the Site or Building or Property, federal, state, county, municipal, or other local income,franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect in thejurisdiction in which the Entire Property is located) measured by or based, in whole or in part, upon anysuch gross rents, then any and all of such taxes, assessments, levies or charges, to the extent so measuredor based, shall be deemed to be included within the term “real estate taxes” but only to the extent that thesame would be payable if the Site and Buildings were the only property of Landlord. Notwithstandingthe foregoing, “real estate taxes” shall not include and Tenant shall not be required to pay any portion ofany tax or assessment expense or any increase therein (a) levied on Landlord’s rental income, unless suchtax or assessment is imposed in lieu of real estate taxes as set forth above; (b) in excess of the amountwhich would be payable if such tax or assessment expense were paid in installments over the longestpermitted term (but only with respect to real estate taxes which are permitted to be paid in installments); or(c) imposed on land and improvements other than the Site and, to the extent otherwise set forth in thisLease, the Complex. (vii)If during the Lease Term the Tax Year is changed by applicable law to less than a full 12-month period,the Base Taxes and Base Taxes Allocable to the Premises shall each be proportionately reduced. 2.8Allocation of Electricity ChargesLandlord shall allocate the cost of electricity to Tenant in accordance with the procedure contained in Exhibit L attachedhereto, and from and after the Commencement Date, Tenant shall pay for electricity supplied to the Premises as provided insaid Exhibit L.Page 27191 Spring Street – Mimecast Lease 2.9Tenant’s Audit RightSubject to the provisions of this Section 2.9 and provided that no Event of Default of Tenant then exists, Tenant shall havethe right to examine the correctness of any of the Landlord’s Tax Expenses statement (“Tax Expense Statement”), Landlord’sOperating Expense statement (“Operating Expense Statement”), and/or any annual electricity reconciliation statementdelivered by Landlord pursuant to Exhibit L attached hereto (“Electricity Statement”) or any item contained therein: (1)Any request for examination in respect of any Tax Year or Operating Year (as hereinafter defined) may be made bynotice from Tenant to Landlord no more than one hundred eighty (180) days after the date (the “Statement Date”)Landlord provides to Tenant the applicable year-end statement required hereunder in respect of such OperatingYear or such Tax Year, as applicable (and only if Tenant shall have fully paid the amounts billed with respect to theapplicable Operating Expenses, Taxes or electricity charges). Such notice shall set forth in reasonable detail thematters questioned. “Operating Year” shall mean a period of twelve (12) consecutive calendar months,commencing on the first day of January in each year, except that the first Operating Year of the Lease Term hereofshall be the period commencing on the Commencement Date and ending on the succeeding December 31, and thelast Lease Year of the Lease Term hereof shall be the period commencing on January 1 of the calendar year inwhich the Lease Term ends, and ending with the date on which the Lease Term ends. (2)Tenant hereby acknowledges and agrees that Tenant’s sole right to contest any Operating Expense Statement,Landlord’s Tax Expenses Statement and Electricity Statement shall be as expressly set forth in this Section2.9. Tenant hereby waives any and all other rights provided pursuant to applicable laws to inspect Landlord’sbooks and records and/or to contest any Landlord’s Operating Expenses Statement, Landlord’s Tax ExpenseStatement and Landlord’s Electricity Statement. If Tenant shall fail to timely exercise Tenant’s right to inspectLandlord’s books and records as provided in this Section 2.9, or if Tenant shall fail to timely communicate toLandlord the results of Tenant’s examination as provided in this Section 2.9, with respect to any Operating Year orTax Year, as applicable, then such Operating Expense Statement, Tax Expense Statement and/or ElectricityStatement, as applicable, shall be conclusive and binding on Tenant. (3)So much of Landlord’s books and records pertaining to the Landlord’s Operating Expenses, Landlord’s TaxExpenses and/or electricity charges, as applicable, for the specific matters questioned by Tenant for the OperatingYear or Tax Year included in the applicable year end statement shall be made available to Tenant within sixty (60)days after Landlord timely receives the notice from Tenant to make such examination pursuant to this Section 2.9,either electronically or during normal business hours at the offices where Landlord keeps such books and records orat another location, as determined by Landlord. Any examination must be completed and the results communicatedto Landlord no more than one hundred twenty (120) days after the date Landlord makes its books and recordsavailable for Tenant’s audit.Page 28191 Spring Street – Mimecast Lease (4)Tenant shall have the right to make such examination no more than once in respect of any Operating Year or TaxYear, as applicable, in which Landlord has given Tenant an Operating Expense Statement, Tax Expense Statementor Electricity Statement, as applicable, except that if, after such audit by Tenant of Landlord’s books and recordspursuant to this Section 2.9 with respect to any Operating Year, Landlord and Tenant agree or it is finallydetermined that Tenant has been overcharged on account of Landlord’s Tax Expenses Allocable to the Premises,Operating Expenses Allocable to the Premises and/or the electricity charges by more than three percent (3%) for theTax Year or Operating Year in question, Tenant may request to examine the documentation and calculations forthat same line item only for the immediately preceding Tax Year or Operating Year, as applicable, and providedthat Tenant did not previously conduct an audit for the applicable prior Tax Year or Operating Year. (5)Such examination may be made only by a qualified employee of Tenant or a qualified independent, real estateprofessional with at least ten (10) years of relevant office leasing audit experience approved by Landlord, whichapproval in either case shall not be unreasonably withheld, conditioned or delayed (and Cushman & Wakefield ishereby approved by Landlord). No examination shall be conducted by an examiner who is to be compensated, inwhole or in part, on a contingent fee basis. As a condition to performing any such examination, Tenant and itsexaminers shall be required to execute and deliver to Landlord an agreement, in form reasonably acceptable toLandlord, agreeing to keep confidential any information which it discovers about Landlord or the Buildings inconnection with such examination, provided however, that Tenant shall be permitted to share such information witheach of its permitted subtenants so long as such subtenants execute and deliver to Landlord similar confidentialityagreements. (6)No subtenant shall have any right to conduct any such examination and no assignee may conduct any suchexamination with respect to any period during which the assignee was not in possession of the Premises. (7)If as a result of such examination Landlord and Tenant agree or it is finally determined that the amounts paid byTenant to Landlord on account of the Landlord’s Operating Expenses, Landlord’s Tax Expenses or electricitycharges allocable to the Premises exceeded the amounts to which Landlord was entitled hereunder, or that Tenant isentitled to a credit with respect to the Landlord’s Operating Expenses, electricity charges or Landlord’s TaxExpenses, as applicable, Landlord, at its option, shall either refund to Tenant the amount of such excess, or applythe amount of such credit against Annual Fixed Rent and Additional Rent, as the case may be, within thirty (30)days after the date of such agreement. Similarly, if Landlord and Tenant agree or it is finally determined that theamounts paid by Tenant to Landlord on account of Landlord’s Operating Expenses, Landlord’s Tax Expenses orelectricity charges, as applicable, were less than the amounts to which Landlord was entitled hereunder, then Tenantshall pay to Landlord, as Additional Rent hereunder, the amount of such deficiency within thirty (30) days after thedate of such agreement. (8)All costs and expenses of any such examination shall be paid by Tenant, except if as a result of such examinationLandlord and Tenant agree or it is finally determined that the amount of the Landlord’s Operating Expenses, TaxExpenses or electricity chargesPage 29191 Spring Street – Mimecast Lease payable by Tenant was overstated by more than three percent (3%), Landlord shall reimburse Tenant for the actual,reasonable out of pocket costs and expenses incurred by Tenant in such examination, up to a maximum of TenThousand Dollars ($10,000.00). (9)Landlord shall have no right to correct any year end statement with respect to any Tax Year or Operating Year afterthe date that is one (1) year after the end of the period in question, provided, further that the foregoing one (1) yearperiod shall expressly not apply to any new or corrected Operating Expense Statement or Tax Expense Statement,as applicable, rendered by Landlord to reflect charges or corrections in charges resulting from any late billing orcorrected billing by a third party such as the taxing authority or utility provider. Notwithstanding any provisionhereof to the contrary, if Landlord provides Tenant with any such corrected statement, then Tenant shall have onehundred eighty (180) days from the receipt of any such corrected statement to request an examination as set forth inSection 2.9 hereof (subject to the proviso set forth at the end of subsection (4) above regarding Tenant’s ability torequest examinations for prior years).ARTICLE IIICondition of Premises; Alterations3.1Preparation of PremisesThe condition of the Premises upon Landlord’s delivery along with any work to be performed by either Landlord or Tenantshall be as set forth in the Work Agreement attached hereto as Exhibit B‑1 and made a part hereof.ARTICLE IVLandlord’s Covenants; Interruptions and Delays4.1Landlord Covenants 4.1.1Services Furnished by LandlordTo furnish services, utilities, facilities and supplies set forth in Exhibit C equal to those customarily provided bylandlords in high quality buildings in the Boston West Suburban Market subject to escalation reimbursement inaccordance with Section 2.6 (except as may otherwise be expressly provided in said Exhibit C).Landlord and Tenant shall reasonably agree upon the initial selection of the cafeteria operator within sixty (60) daysfollowing the date of this Lease; provided, however, that any cafeteria operator proposed by either party shall havefood offerings and pricing consistent with other comparable first class office buildings in the Market Area. If,during the Lease Term, Landlord or, provided and only so long as Tenant occupies not less than 70,000 square feetof Rentable Floor Area in the Building, Tenant is dissatisfied with the performance of the cafeteria operator andnotifies the other party in writing of such dissatisfaction, setting forth in reasonable detail the reasons for suchdissatisfaction,Page 30191 Spring Street – Mimecast Lease Landlord and Tenant agree to meet to discuss the cafeteria operator issues and Landlord will work with the cafeteriaoperator to remedy such issues, to the extent practicable, within a reasonable period of time. If the basis forLandlord’s or Tenant’s dissatisfaction, as applicable, is not rectified within sixty (60) days after the originaldissatisfaction notice, then Landlord and Tenant shall have a period of ninety (90) days thereafter to agree upon areplacement cafeteria operator. In addition, so long as Tenant occupies not less than 70,000 square feet ofRentable Floor Area in the Building, Landlord shall, prior to entering into a renewal or extension of the contractwith the existing cafeteria operator, consult with Tenant on such renewal. If Landlord and Tenant are unable toagree upon the selection of the replacement cafeteria operator or any renewal contract with the existing cafeteriaoperator, then the decision shall be made reasonably and in good faith by Landlord so long as such operator hasfood offerings and pricing consistent with other comparable first class office buildings in the Market Area. Duringthe entire Base Year, Tenant shall use commercially reasonable efforts to contract with the cafeteria operator for theBuilding cafeteria to supply substantially all of Tenant’s catering requirements in the Building. 4.1.2Additional Services Available to Tenant To furnish, at Tenant’s expense, reasonable additional Building operation services which are usual and customaryin similar office buildings in the Boston West Suburban Market upon reasonable advance request of Tenant atreasonable and equitable rates from time to time established by Landlord. Tenant agrees to pay to Landlord, asAdditional Rent, the cost of any such additional Building services requested by Tenant and for the cost of anyadditions, alterations, improvements or other work performed by Landlord in the Premises at the request of Tenantwithin thirty (30) days after being billed therefor. 4.1.3Roof, Exterior Wall, Floor Slab and Common Facility Repairs Except for (a) normal and reasonable wear and use and (b) damage caused by fire and casualty and by eminentdomain, and except as otherwise provided in Article VI and subject to the escalation provisions of Section 2.6, (i) tomake such repairs to the roof and all structural elements of the Building (including, without limitation, the exteriorand load‑bearing walls, foundation, structural columns, and floor slabs), the Building systems (including, withoutlimitation, the HVAC, mechanical, electrical, lighting, plumbing and life safety systems) and the common areas andfacilities (including the parking facilities) as may be necessary to keep them in serviceable condition and (ii) tomaintain the Building (exclusive of Tenant’s responsibilities under this Lease) in a first class manner comparable tothe maintenance of similar properties in the Boston West Suburban Market.Page 31191 Spring Street – Mimecast Lease 4.2Interruptions and Delays in Services and Repairs, Etc. (A)Landlord shall not be liable to Tenant for any compensation or reduction of rent by reason of inconvenience orannoyance or for loss of business arising from the necessity of Landlord or its agents entering the Premises for anyof the purposes in this Lease authorized, or for repairing the Premises or any portion of the Building however thenecessity may occur. In case Landlord is prevented or delayed from making any repairs, alterations orimprovements, or furnishing any services or performing any other covenant or duty to be performed on Landlord’spart, by reason of any cause reasonably beyond Landlord’s control, including without limitation by reason of ForceMajeure (as defined in Section 6.1 hereof), Landlord shall not be liable to Tenant therefor, nor, except as expresslyotherwise provided in Article VI, shall Tenant be entitled to any abatement or reduction of rent by reason thereof, orright to terminate this Lease, nor shall the same give rise to a claim in Tenant’s favor that such failure constitutesactual or constructive, total or partial, eviction from the Premises. (B)Landlord reserves the right to stop any service or utility system, when necessary by reason of accident oremergency, or until necessary repairs have been completed; provided, however, that in each instance of stoppage,Landlord shall exercise reasonable diligence to eliminate the cause thereof. Except in case of emergency repairs,Landlord will give Tenant reasonable advance notice of any contemplated stoppage and will use reasonable effortsto avoid unnecessary inconvenience to Tenant by reason thereof. (C)Notwithstanding anything to the contrary herein contained and subject to Section 4.2(E) below, if due to (i) anyrepairs, alterations, replacements, or improvements made by Landlord, (ii) Landlord’s failure to make any repairs,alterations, or improvements required to be made by Landlord hereunder, or to provide any service required to beprovided by Landlord hereunder, or to remediate any Hazardous Materials (as that term is defined in Section 5.3and provided such Hazardous Materials were not used, stored or disposed of at the Complex by Tenant or itsagents, employees, vendors, subtenants, contractors or invitees), or (iii) the failure of electric supply, water and/orsewer service, all elevator service, HVAC service or all access to the Premises, any portion of the Premisesbecomes untenantable so that for the Premises Untenantability Cure Period, as hereinafter defined, the continuedoperation in the ordinary course of Tenant’s business is materially adversely affected (including, without limitation,as the result of the Premises being rendered inaccessible as the result of any of the circumstances described insubsections (i), (ii) or (iii) above), then, provided that Tenant ceases to use the affected portion of the Premisesduring the entirety of the Premises Untenantability Cure Period by reason of such untenantability, and that suchuntenantability and Landlord’s inability to cure such condition is not caused by the fault or neglect of Tenant orTenant’s agents, employees, vendors, subtenants, contractors or invitees, Annual Fixed Rent, Operating ExpensesAllocable to the Premises and Landlord’s Tax Expenses Allocable to the Premises shall be abated after theexpiration of the Premises Untenantability Cure Period in proportion to the impact on the continued operation in theordinary course of Tenant’s business until the day such condition is completely corrected. If the entire Premiseshave not been rendered untenantable, the amount of abatement shall be equitably prorated, provided, however, ifthe remaining portion of the Premises is not reasonably sufficient to permit Tenant to effectively conduct its businesstherein (and Tenant was occupying and conductingPage 32191 Spring Street – Mimecast Lease business in the unaffected portion of the Premises immediately prior to the event or condition), and Tenant does notconduct its business in any portion of the Premises due to such event or condition, then such abatement shall includesuch other portions of the Premises which Tenant is not able to and does not in fact use for the conduct of itsbusiness. For the purposes hereof, the “Premises Untenantability Cure Period” shall be defined as five (5)consecutive business days after Landlord’s receipt of written notice from Tenant of the condition causinguntenantability in the Premises, provided however, that the Premises Untenantability Cure Period shall be ten (10)consecutive business days after Landlord’s receipt of written notice from Tenant of such condition causinguntenantability in the Premises if either the condition was caused by causes beyond Landlord’s control or Landlordis unable to cure such condition as the result of causes beyond Landlord’s control. Notwithstanding the foregoing,Landlord shall promptly commence and diligently proceed to effect the repair or restoration of the affected portionof the Premises or the Property as soon as reasonably possible following the event giving rise to a remedy hereunder(or, if the repair or restoration is not within Landlord’s reasonable control, take such measures as are reasonablypracticable to effect such repair or restoration). (D)Notwithstanding anything to the contrary herein contained and subject to Section 4.2(E) below, if due to (i) anyrepairs, alterations, replacements, or improvements made by Landlord, (ii) Landlord’s failure to make any repairs,alterations, or improvements required to be made by Landlord hereunder, or to provide any service required to beprovided by Landlord hereunder, or to remediate any Hazardous Materials (provided such Hazardous Materialswere not used, stored or disposed of at the Property or the Complex by Tenant or its agents, employees, vendors,subtenants, contractors or invitees), or (iii) the failure of electric supply, water and/or sewer service, all elevatorservice, HVAC service or all access to the Premises, any material portion of the Premises becomes untenantable fora period (the “Untenantability Period”) of five (5) consecutive months (which five (5) month period shall beextended by the period of time, which shall not exceed an additional one (1) month, that Landlord is delayed incuring such condition as the result Force Majeure) after Landlord’s receipt of written notice of such condition fromTenant, then, provided that Tenant ceases to use the affected portion of the Premises during the entireUntenantability Period and Landlord’s inability to cure such condition is not caused by the fault or neglect ofTenant or Tenant’s agents, employees, vendors, subtenants, contractors or invitees, then Tenant may terminate thisLease by giving Landlord written notice as follows: (1)Said notice shall be given after the expiration of the Untenantability Period. (2)Said notice shall set forth an effective date which is not earlier than thirty (30) days after Landlord receivessaid notice. (3)If said condition is remedied on or before said effective date, said notice shall have no further force andeffect. (4)If said condition is not remedied on or before said effective date for any reason other than Tenant’s fault,as aforesaid, the Lease shall terminate as of said effective date, and the Annual Fixed Rent and AdditionalRent due under the Lease shall be apportioned as of said effective date.Page 33191 Spring Street – Mimecast Lease (E)The remedies set forth in Sections 4.2(C) and (D) shall be Tenant’s sole remedies for the events describedherein. The provisions of Sections 4.2(C) and (D) above shall not apply in the event of Untenantability of thePremises or inaccessibility caused by fire or other casualty, or taking (which shall be subject to the terms andconditions of Article VI below).ARTICLE VTenant’s CovenantsTenant covenants and agrees to the following during the Term and such further time as Tenant occupies any part of thePremises: 5.1Payments To pay when due all Annual Fixed Rent and Additional Rent (including all charges for utility services rendered to thePremises (except as otherwise provided in Exhibit C) and, further, as Additional Rent, all charges for additional servicesrendered pursuant to Section 4.1.2. In the event Tenant pays any utilities for the Premises directly to the utility company orprovider, upon request therefor, Tenant shall provide Landlord with invoices marked “paid” from such utility company orprovider so that Landlord can review the utility bills relating to the Premises. 5.2Repair and Yield Up (A)Except as otherwise provided in Article VI and Section 4.1.3, to keep the Premises in good order, repair andcondition, reasonable wear and tear only excepted, and all glass in windows (except glass in exterior walls unlessthe damage thereto is attributable to Tenant’s negligence or misuse) and doors of the Premises whole and in goodcondition with glass of the same type and quality as that injured or broken, damage by fire or taking under thepower of eminent domain only excepted; (B)At the expiration or termination of this Lease peaceably to yield up the Premises in the condition the same were inon the Commencement Date (or, with respect to any Alterations made after the Commencement Date, in thecondition the same were in upon completion of construction thereof), reasonable wear and tear only excepted, firstremoving all goods and effects of Tenant and, (i) to the extent specified by Landlord by notice to Tenant given atleast thirty (30) days before such expiration or termination, the wiring for Tenant’s computer, telephone and othercommunication systems and equipment whether located in the Premises or in any other portion of the Building,including all risers and (ii) to the extent specified by Landlord at the time of Landlord’s approval of the same inaccordance with Section 5.12, all Alterations made by Tenant (but expressly excluding the Landlord’s Work, whichTenant shall have no obligation to remove upon the expiration or earlier termination of the Term), and repairing anydamage caused by such removal and restoring the Premises and leaving them clean; and Tenant shall not permit orcommit any waste. Tenant shall be responsible, subject to Section 8.13, to pay the cost of repairs which may bemade necessary by reason ofPage 34191 Spring Street – Mimecast Lease damage to common areas in the Building or to the Site caused by Tenant, Tenant’s agents, contractors, employees,sublessees, licensees, concessionaires or invitees. 5.3Use (A)To use and occupy the Premises for the Permitted Use only, and not to injure or deface the Premises, Building, theAdditional Building, the Site or any other part of the Complex nor to permit in the Premises or on the Site anyauction sale, vending machine, or inflammable fluids or chemicals, or nuisance, or the emission from the Premisesof any objectionable noise or odor nor to permit in the Premises anything which will in any way result in theleakage of fluid or the growth of mold, and not to use or devote the Premises or any part thereof for any purposeother than the Permitted Uses, nor for any use thereof which is inconsistent with maintaining the Building as a firstclass office building in the quality of its maintenance, use and occupancy, or which is improper, offensive, contraryto law or ordinance or liable to render necessary any alteration or addition to the Building. Further, (i) Tenant shallnot, nor shall Tenant permit its employees, invitees, agents, independent contractors, contractors, assignees orsubtenants to, keep, maintain, store or dispose of (into the sewage or waste disposal system or otherwise) or engagein any activity which might produce or generate any substance which is or may hereafter be classified as ahazardous material, waste or substance (collectively “Hazardous Materials”), under federal, state or local laws, rulesand regulations, including, without limitation, 42 U.S.C. Section 6901 et seq., 42 U.S.C. Section 9601 et seq., 42U.S.C. Section 2601 et seq., 49 U.S.C. Section 1802 et seq. and Massachusetts General Laws, Chapter 21E and therules and regulations promulgated under any of the foregoing, as such laws, rules and regulations may be amendedfrom time to time (collectively “Hazardous Materials Laws”), (ii) Tenant shall immediately notify Landlord of anyincident in, on or about the Premises, the Building or the Site that would require the filing of a notice under anyHazardous Materials Laws, (iii) Tenant shall comply and shall cause its employees, invitees, agents, independentcontractors, contractors, assignees and subtenants to comply with each of the foregoing and (iv) Landlord shall havethe right to make such inspections (including testing) as Landlord shall elect from time to time to determine thatTenant is complying with the foregoing (provided that, except in cases of emergency, Landlord provides Tenant atleast two (2) business days’ prior written notice of any such inspection). Notwithstanding the foregoing, Tenantmay use normal amounts and types of substances typically used for office uses, provided that Tenant uses suchsubstances in the manner which they are normally used, and in compliance with all Hazardous Materials Laws, andTenant obtains and complies with all permits required by Hazardous Materials Laws or any other laws, ordinances,bylaws, rules or regulations prior to the use or presence of any such substances in the Premises. (B)If, during the Term of the Lease and without increasing Tenant’s rights under this Lease, Landlord grants orconsents to Tenant or any Tenant Party using or operating any areas of the Building or the Site, including within thePremises, for (y) social events, social gatherings or other similar purposes (such as by way of example only, outdoorfitness classes, roof deck events, ice cream socials, hackathons, or other similar events conducted or hosted byTenant or any Tenant Party at the Building or the Site), or (z) day care facilities, other health and fitness services(such as personal fitness, exercise, or yoga classes), or any other amenities or facilities for fitness, food services, orother similarPage 35191 Spring Street – Mimecast Lease purposes (collectively, the “Tenant Amenity Events”), Tenant shall not market, advertise or solicit (and shallprohibit all Tenant Parties from marketing, advertising and soliciting) persons who work at the Additional Buildingsto use, attend or participate in such Tenant Amenity Events and Tenant shall not permit the use, attendance orparticipation of persons who work at the Additional Buildings at any such Tenant Amenity Events. Tenant agreesto use reasonable efforts to implement and enforce the foregoing restriction, provided, however, Tenant will not bedeemed in default under this Lease for a violation of this restriction unless Tenant or any Tenant Party knowinglyand deliberately violates this restriction. The Tenant Shuttle Service and Outdoor Patio Area shall constituteongoing Tenant Amenity Events for purposes of this Section 5.3(B). (C)Landlord represents and warrants to Tenant that, as of the Commencement Date, there will be no HazardousMaterials in the Building that are required to be removed or otherwise abated in accordance with applicableHazardous Materials Laws. Subject to the limitations of Section 9.3 hereof, Landlord shall comply with allHazardous Materials Laws relating to the Building and the Property (including, without limitation, in itsperformance of the Base Building Work) and shall use commercially reasonable efforts to remove or abate, asrequired by applicable Hazardous Materials Laws and without inclusion in Landlord’s Operating Expenses, (x)Hazardous Materials that are present in the Building as the result of the actions of Landlord, its employees, agents orcontractors, or (y) that existed in, at or on the Premises, the Building or the Site prior to the Commencement Date orthat existed as of the Commencement Date and subsequently migrated to the Premises, the Building or the Site fromanother property. Notwithstanding the foregoing, Landlord’s obligation to remove or abate Hazardous Materialspursuant to this Section 5.3(C) shall not apply to (i) requirements of Hazardous Materials Laws resulting from theuse of Hazardous Materials, or additions, alterations or improvements in the Premises (other than the Base BuildingWork), by Tenant or anyone claiming by, through or under Tenant, or (ii) Hazardous Materials which are in theBuilding or on the Site because of the action or inaction of any tenant or occupant in the Building, includingTenant, or any employee, agent or contractor thereof. Subject to the limitations of Section 9.3 hereof, Landlordagrees to defend with counsel first approved by Tenant (counsel appointed by Landlord’s insurance carrier shall bedeemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld ordelayed), indemnify and save Tenant harmless from liability, loss and damage to persons or property and from anyclaims, actions, proceedings and expenses in connection therewith resulting from the failure of Landlord to fulfill itsobligations under this Section 5.3(C) or any breach of Landlord’s representations and warranties under thisSection 5.3(C). 5.4Obstructions; Items Visible from Exterior; Rules and Regulations Not to obstruct in any manner any portion of the Building not hereby leased or any portion thereof or of the other buildings orof the Complex used by Tenant in common with others; not without prior consent of Landlord to permit the painting orplacing of any signs, curtains, blinds, shades, awnings, aerials or flagpoles, or the like, visible from outside the Premises; andto comply with all reasonable rules and regulations or the requirements of any customer handbook currently in existence orhereafter implemented, of which Tenant has been given notice, for the care and use of the Building and Complex and theirfacilities and approaches. Landlord shall enforce such rules and regulations in a non‑discriminatory manner, but Landlordshall not be liable to Tenant for thePage 36191 Spring Street – Mimecast Lease failure of other occupants of the Buildings to conform to such rules and regulations. If and to the extent there is any conflictbetween the provisions of this Lease and any rules and regulations or customer handbook for the Building, the provisions ofthis Lease shall control. 5.5Safety Appliances To keep the Premises equipped with all safety appliances required by any public authority because of any use made byTenant other than normal office use, and to procure all licenses and permits so required because of such use and, if requestedby Landlord, to do any work so required because of such use, it being understood that the foregoing provisions shall not beconstrued to broaden in any way Tenant’s Permitted Use. 5.6Assignment; Sublease Except as otherwise expressly provided herein, Tenant covenants and agrees that it shall not assign, mortgage, pledge,hypothecate or otherwise transfer this Lease and/or Tenant’s interest in this Lease or sublet (which term, without limitation,shall include granting of concessions, licenses or the like) the whole or any part of the Premises. If and so long as Tenant is acorporation with fewer than five hundred (500) shareholders or a limited liability company or a partnership, an assignment,within the meaning of this Section 5.6, shall be deemed to include one or more sales or transfers of stock or membership orpartnership interests, by operation of law or otherwise, or the issuance of new stock or membership or partnership interests,by which an aggregate of more than fifty percent (50%) of Tenant’s stock or membership or partnership interests shall bevested in a party or parties who are not stockholders or members or partners as of the date hereof (a “Majority InterestTransfer”). For the purpose of this Section 5.6, ownership of stock or membership or partnership interests shall bedetermined in accordance with the principles set forth in Section 544 of the Internal Revenue Code of 1986, as amended fromtime to time, or the corresponding provisions of any subsequent law. In addition, the following shall be deemed anassignment within the meaning of this Section 5.6: (a) the merger or consolidation of Tenant into or with any other entity, orthe sale of all or substantially all of its assets, and (b) the establishment by the Tenant or a permitted successor or assign ofone or more series of (1) members, managers, limited liability company interests or assets, which may have separate rights,powers or duties with respect to specified property or obligations of the Tenant (or such successor or assignee) or profits orlosses associated with specified property or obligations of the Tenant (or such successor or assignee), pursuant to §18-215 ofthe Delaware Limited Liability Company Act, as amended, or similar laws of other states or otherwise, or (2) limited partners,general partners, partnership interests or assets, which may have separate rights, powers or duties with respect to specifiedproperty or obligations of the Tenant (or such successor or assignee) or profits or losses associated with specified property orobligations of the Tenant (or such successor or assignee) pursuant to §17-218 of the Delaware Revised Uniform LimitedPartnership Act, as amended, or similar laws of other states or otherwise (a “Series Reorganization”). Any assignment,mortgage, pledge, hypothecation, transfer or subletting not expressly permitted in or consented to by Landlord under thisSection 5.6 shall, at Landlord’s election, be void; shall be of no force and effect; and shall confer no rights on or in favor ofthird parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect tothe provisions hereof. The limitations of this Section 5.6 shall be deemed to apply to Guarantor except as otherwise expresslyset forth in the Tenant Guaranty (as defined in Section 9.21).Page 37191 Spring Street – Mimecast Lease 5.6.1Notwithstanding the provisions of Section 5.6 above, in the event Tenant desires to assign this Lease or to sublet allor any portion of the Premises, Tenant shall give Landlord notice (the “Proposed Transfer Notice”) of any proposedsublease or assignment, and said notice shall specify the provisions of the proposed assignment or subletting,including (a) the name and address of the proposed assignee or subtenant, (b) in the case of a proposed assignmentor subletting pursuant to Section 5.6.3 below, such information as to the proposed assignee’s or proposedsubtenant’s net worth and financial capability and standing as may reasonably be required for Landlord to make thedetermination referred to in said Section 5.6.3 (provided, however, that Landlord shall hold such informationconfidential having the right to release same to its officers, accountants, attorneys and mortgage lenders on aconfidential basis), (c) all of the terms and provisions upon which the proposed assignment or subletting is to bemade, (d) in the case of a proposed assignment or subletting pursuant to Section 5.6.3 below, all other informationnecessary to make the determination referred to in said Section 5.6.3 and (e) in the case of a proposed assignment orsubletting pursuant to Section 5.6.4 below, such information as may be reasonably required by Landlord todetermine that such proposed assignment or subletting complies with the requirements of said Section 5.6.4. 5.6.2Notwithstanding the provisions of Section 5.6.1 above, in the event Tenant desires to (a) assign this Lease, or(b) sublease all or substantially all (i.e., 95% or more of the Rentable Floor Area) of the Premises for a term equalto all or substantially all of the remaining Lease Term hereof (any such sublease a “Major Sublease”), then Tenantshall notify Landlord thereof in writing and Landlord shall have the right at its sole option, to be exercised withinten (10) business days after receipt of Tenant’s Proposed Transfer Notice (the “Acceptance Period”), to terminatethis Lease for the remainder of the Term as of a date specified in a notice to Tenant, which date shall not be earlierthan sixty (60) days nor later than one hundred and twenty (120) days after Landlord’s notice to Tenant; provided,however, that upon the termination date as set forth in Landlord’s notice, all obligations relating to the period aftersuch termination date (but not those relating to the period before such termination date and subject to Section 9.17of this Lease) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment ofall Annual Fixed Rent and Additional Rent due from Tenant through the termination date. A sublease shall bedeemed to be for a term equal to all or substantially all of the remaining Lease Term if the sublease will expire priorto the date that is fifteen (15) months prior to the then scheduled expiration of the Lease Term. In the event that Landlord shall not exercise its termination rights as aforesaid, or shall fail to give any or timelynotice pursuant to this Section, the provisions of Sections 5.6.3 through 5.6.6 shall be applicable. This Section5.6.2 shall not be applicable to an assignment or sublease pursuant to Section 5.6.4. Page 38191 Spring Street – Mimecast Lease 5.6.3Notwithstanding the provisions of Section 5.6 above, but subject to the provisions of this Section 5.6.3 and theprovisions of Sections 5.6.5 and 5.6.6 below, in the event that (a) Section 5.6.2 is inapplicable or (b) Section 5.6.2is applicable, but Landlord shall not have exercised the termination right as set forth in Section 5.6.2, or shall havefailed to give any or timely notice under Section 5.6.2, then for a period of one hundred eighty (180) days after (i) ifSection 5.6.2 is inapplicable, the date on which Landlord received Tenant’s Proposed Transfer Notice or (ii) ifSection 5.6.2 is applicable, (x) after the receipt of Landlord’s notice stating that Landlord does not elect thetermination right, or (y) after the expiration of the Acceptance Period, in the event Landlord shall not give any ortimely notice under Section 5.6.2 as the case may be, Tenant shall have the right to assign this Lease or sublet theapplicable portion of the Premises in accordance with the Proposed Transfer Notice provided that, in each instance,Tenant first obtains the express prior written consent of Landlord, which consent shall not be unreasonably withheldor delayed. It is understood and agreed that Landlord’s consent shall be deemed given hereunder if Landlord shallfail to respond to a Proposed Transfer Notice meeting the requirements of Section 5.6.2 (I) if Section 5.6.2 isinapplicable, within ten (10) business days after receipt thereof or (II) if Section 5.6.2 is applicable, prior to theexpiration of the Acceptance Period and provided Tenant’s Proposed Transfer Notice shall contain the followingcaption on the first page thereof in bold and capitalized type: “YOU SHALL BE DEEMED TO HAVE GRANTED THE CONSENT REQUESTED IN THISPROPOSED TRANSFER NOTICE DATED ________ ___, 20__ IF YOU FAIL TO RESPOND TOSUCH PROPOSED TRANSFER NOTICE WITHIN THIRTY (30) DAYS AFTER YOUR RECEIPT OFTHIS PROPOSED TRANSFER NOTICE PROVIDED ALL REQUIREMENTS OF THE LEASEHAVE BEEN OTHERWISE SATISFIED WITH RESPECT THERETO.” Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consentto such a proposed assignment or subleasing if: (A)the proposed assignee or subtenant is an occupant of the Building or elsewhere on the Complex or is inactive negotiation with Landlord or an affiliate of Landlord for premises in the Building or elsewhere atthe Complex and Landlord (or such affiliate of Landlord) has existing space in the Building or theComplex that satisfies such party’s needs; (B)the proposed assignee or subtenant is not of a character consistent with the operation of a first class officebuilding (by way of example Landlord shall not be deemed to be unreasonably withholding its consent toan assignment or subleasing to any governmental or quasi-governmental agency), or (C)giving appropriate weight, if applicable, to the fact that Tenant will nevertheless remain liable under thisLease, the proposed assignee or subtenant does not possess adequate financial capability to assure theperformance of the Tenant obligations as and when due or required, or Page 39191 Spring Street – Mimecast Lease (D)the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than thepurpose for which the Premises may be used as stated in Section 1.1 hereof, or (E)the character of the business to be conducted or the proposed use of the Premises by the proposedsubtenant or assignee shall (i) be likely to materially increase Landlord’s Operating Expenses beyond thatwhich Landlord now incurs for use by Tenant; (ii) be likely to materially increase the burden on elevatorsor other Building systems or equipment over the burden prior to such proposed subletting or assignment;or (iii) materially violate or be likely to materially violate any provisions or restrictions contained hereinrelating to the use or occupancy of the Premises, or (F)there shall be existing a monetary or material non-monetary Event of Default (as defined in Section 7.1),or (G)any part of the rent payable under the proposed assignment or sublease shall be based in whole or in parton the income or profits derived from the Premises or if any proposed assignment or sublease shallpotentially have any adverse effect on the real estate investment trust qualification requirements applicableto Landlord and its affiliates, or (H)the holder of any mortgage or ground lease on the Site which includes the Premises does not approve ofthe proposed assignment or sublease, or (I)due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlordto be in violation of any covenant or restriction contained in another lease or other agreement affectingspace in the Building or elsewhere in the Property. Notwithstanding the foregoing, so long as Tenant remains fully and primarily liable to Landlord, Tenant’s right tosublease all or any portion of the Premises shall not be restricted by Landlord (x) due to the financial condition ofthe subtenant or (y) by any rent hurdle or other rental threshold that Landlord may deem needed in order to consentto a proposed sublease. If Landlord shall consent to the proposed assignment or subletting, as the case may be,then, in such event, Tenant may thereafter sublease or assign pursuant to Tenant’s Proposed Transfer Notice, asgiven hereunder; provided, however, that if such assignment or sublease shall not be executed and delivered toLandlord within one hundred eighty (180) days after the date of Landlord’s consent or deemed consent, the consentshall be deemed null and void and the provisions of Section 5.6.1 shall be applicable. Page 40191 Spring Street – Mimecast Lease 5.6.4Notwithstanding the provisions of Sections 5.6, 5.6.2, 5.6.3 and 5.6.5, but subject to the provisions of Sections5.6.1 and 5.6.6, Tenant shall have the right: (x)to assign this Lease or to sublet the Premises (in whole or in part) to any other entity (the“Successor Entity”) (i) which controls or is controlled by Tenant or which is under commoncontrol with Tenant, or (ii) which purchases all or substantially all of the assets and business ofTenant, or (iii) which purchases all or substantially all of the stock of (or other ownership ormembership interests in) Tenant or (iv) which merges or combines with Tenant, or (y)to effect a Series Reorganization, or (z)to engage in a Majority Interest Transfer, provided that in any of the foregoing events described in clauses (x), (y) and (z) above, the transaction is for alegitimate business purpose of Tenant other than a transfer of Tenant’s interest in this Lease or the limitation orsegregation of the liabilities of Tenant, and provided further that in any of the foregoing events described in in (x),(y) and (z) the entity to which this Lease is so assigned or which so sublets the Premises or the series established bythe Series Reorganization has a credit worthiness (e.g. net assets on a pro forma basis using generally acceptedaccounting principles consistently applied and using the most recent financial statements) which is the same orbetter than that of the Tenant as of the date of this Lease (the foregoing transferees referred to, individually orcollectively, as a “Permitted Transferee”). Except in cases of statutory merger or a Series Reorganization, in whichcase the surviving entity in the merger or the series to which this Lease has been designated shall be liable as theTenant under this Lease, Tenant shall continue to remain fully liable under this Lease, on a joint and several basiswith the Permitted Transferee. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or thePremises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall beconsidered an assignment or subletting requiring Landlord’s consent. 5.6.5In the case of any assignment or subleasing as to which Landlord may consent (other than an assignment orsubletting permitted under Section 5.6.4 above) such consent shall be upon the express and further condition,covenant and agreement, and Tenant hereby covenants and agrees that, in addition to the Annual Fixed Rent,Additional Rent and other charges to be paid pursuant to this Lease, fifty percent (50%) of the“Assignment/Sublease Profits” (hereinafter defined), if any, shall be paid to Landlord. The “Assignment/SubleaseProfits” shall be the excess, if any, of (a) the “Assignment/Sublease Net Revenues” as hereinafter defined over (b)the Annual Fixed Rent and Additional Rent and other charges provided in this Lease (provided, however, that forthe purpose of calculating the Assignment/Sublease Profits in the case of a sublease, appropriate prorations in theapplicable Annual Fixed Rent, Additional Rent and other charges under this Lease shall be made based on thepercentage of the Premises subleased and on the terms of the sublease). The “Assignment/Sublease Net Revenues”shall be the fixed rent, Additional Rent and all other charges and sums payable either initially or over the term of thesublease or assignment plus all other profits and increasesPage 41191 Spring Street – Mimecast Lease to be derived by Tenant as a result of such subletting or assignment, less the reasonable costs of Tenant incurred insuch subleasing or assignment (the definition of which shall be limited to brokerage commissions, rent concessions,attorneys’ fees, architect and construction management fees, and alteration allowances, in each case actually paid),as set forth in a statement certified by an appropriate officer of Tenant and delivered to Landlord within thirty (30)days of the full execution of the sublease or assignment document, amortized over the term of the sublease orassignment. All payments of the Assignment/Sublease Profits due Landlord shall be made within ten (10) days of receipt ofsame by Tenant. 5.6.6 (A)It shall be a condition of the validity of any assignment or subletting consented to under Section 5.6.3above, or any assignment or subletting of right under Section 5.6.4 above, that both Tenant and theassignee or sublessee enter into a separate written instrument directly with Landlord in a form andcontaining terms and provisions reasonably required by Landlord, including, without limitation, theagreement of the assignee or sublessee to be bound directly to Landlord for all the obligations of theTenant under this Lease (including any amendments or extensions thereof), including, without limitation,the obligation (a) to pay the rent and other amounts provided for under this Lease (but in the case of apartial subletting, such subtenant shall agree on a pro rata basis to be so bound), (b) to comply with theprovisions of Sections 5.6 through 5.6.6 hereof and (c) to indemnify the “Landlord Parties” (as defined inSection 8.13) as provided in Section 8.1 hereof. Except in cases of statutory merger, in which case thesurviving entity in the merger shall remain liable as the Tenant under this Lease, such assignment orsubletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder andTenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (orsubtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, theprovisions hereof shall not constitute a recognition of the sublease or the subtenant thereunder, as the casemay be, and at Landlord’s option, upon the termination or expiration of the Lease (whether suchtermination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenantand Landlord or any other reason), the sublease shall be terminated. (B)As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposedassignment or sublease requested by Tenant and the preparation of any associated documentation inconnection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal tothe sum of (i) $1,000.00 and/or (ii) reasonable out of pocket legal fees or other expenses incurred byLandlord in connection with such request. (C)If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other thanTenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect rent andother charges from the assignee, sublessee or occupant and apply the net amount collected to the rent andother charges herein reserved, but no such assignment, subletting, occupancy orPage 42191 Spring Street – Mimecast Lease collection shall be deemed a waiver of this covenant, or a waiver of the provisions of Sections 5.6 through5.6.6 hereof, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenantfrom the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenantherein named to remain primarily liable under this Lease. (D)The consent by Landlord to an assignment or subletting under Section 5.6.3 above, or the consummationof an assignment or subletting of right under Section 5.6.4 above, shall in no way be construed to relieveTenant from obtaining the express consent in writing of Landlord to any further assignment or sublettingto the extent required hereunder. (E)During the continuance of an “Event of Default” (defined in Section 7.1), Landlord shall be entitled toone hundred percent (100%) of any Assignment/Sublease Profits. (F)Without limiting Tenant’s obligations under Section 5.12 but subject to Landlord’s obligation under thelast paragraph of Section 5.6.2, Tenant shall be responsible, at Tenant’s sole cost and expense, forperforming all work necessary to comply with Legal Requirements and Insurance Requirements inconnection with any assignment or subletting hereunder including, without limitation, any work inconnection with such assignment or subletting. (G)In addition to the other requirements set forth in this Lease and notwithstanding any other provision of thisLease, partial sublettings of the Premises shall only be permitted under the following terms and conditions:(i) the layout of both the subleased premises and the remainder of the Premises must comply withapplicable Legal Requirements and any alterations must be approved by Landlord in accordance withSection 5.12, including, without limitation, all requirements concerning access and egress; and (ii) thereshall be no more than four (4) subleases in effect in the Premises at any given time. 5.7Right of Entry To permit Landlord and its agents to examine the Premises at reasonable times and, if Landlord shall so elect, to make anyrepairs or replacements Landlord may deem necessary; to remove, at Tenant’s expense, any alterations, addition, signs,curtains, blinds, shades, awnings, aerials, flagpoles, or the like not consented to in writing (but only to the extent such consentis required hereunder); and to show the Premises to prospective tenants during the nine (9) months preceding expiration of theTerm and to prospective purchasers and mortgagees at all reasonable times. In the event Tenant sends a notice alleging the existence of a dangerous or unsafe condition, any requirements for prior noticeor limitations on Landlord’s access to the Premises contained in this Lease shall be deemed waived by Tenant so thatLandlord may immediately exercise its rights under this Section 5.7 and Section 9.16 in such manner as Landlord deemsnecessary in its sole discretion to remedy such dangerous or unsafe condition.Page 43191 Spring Street – Mimecast Lease 5.8Floor Load; Prevention of Vibration and Noise Not to place a load upon the Premises exceeding an average rate of 100 pounds of live load per square foot of floor area(partitions shall be considered as part of the live load); and not to move any safe, vault or other heavy equipment in, about orout of the Premises except in such manner and at such time as Landlord shall in each instance authorize; Tenant’s businessmachines and mechanical equipment which cause vibration or noise that may be transmitted to the Building structure or toany other space in the Building shall be so installed, maintained and used by Tenant so as to eliminate such vibration or noise. 5.9Personal Property Taxes To pay promptly when due all taxes which may be imposed upon Tenant’s Property in the Premises to whomever assessed. 5.10Compliance with Laws To comply with all applicable Legal Requirements now or hereafter in force regarding the operation of Tenant’s business andthe use, condition, configuration and occupancy of the Premises, including without limitation, all applicable standards andregulations of the Federal Occupational Safety and Health Administration (“OSHA Requirements”), which obligation shallinclude ensuring that all contractors (including sub-contractors) that Tenant utilizes to perform work in the Premises complywith OSHA Requirements and that all required training is provided for such work. In addition, Tenant shall, at its sole costand expense, promptly comply with any Legal Requirements that relate to the Base Building (as hereinafter defined), butonly to the extent such obligations are triggered by Tenant’s use of the Premises, other than for general office use, oralterations, additions or improvements in the Premises performed or requested by Tenant. Notwithstanding the foregoing,Tenant shall not be required (i) to make any Alterations to the Base Building, or (ii) to perform or satisfy any other obligationof Landlord under this Lease, unless, in either case, the same are required by such Legal Requirements as a result of or inconnection with Tenant’s particular use or occupancy of the Premises beyond normal use of space of this kind, due toTenant’s density level in the Building in excess of standard tenant density levels in comparable buildings in the Market Area,or any Alterations performed by or on behalf of Tenant. Notwithstanding the foregoing, Tenant shall have no obligation tomake any Alterations to the Building or perform any other work under this Lease to the extent the need for the same arisesout of any defect in the construction of the Base Building Work (as opposed to the Tenant Improvement Work). Tenant shallpromptly pay all fines, penalties and damages that may arise out of or be imposed because of its failure to comply with theprovisions of this Section 11.9 “Base Building” shall include the structural portions of the Building, the public restrooms andthe Building mechanical, electrical and plumbing systems and equipment located in the internal core of the Building on thefloor or floors on which the Premises are located. Tenant shall promptly pay all fines, penalties and damages that may ariseout of or be imposed because of its failure to comply with the provisions of this Section 5.10.Page 44191 Spring Street – Mimecast Lease 5.11Payment of Litigation Expenses As Additional Rent, to pay all reasonable costs, counsel and other fees incurred by Landlord in connection with thesuccessful enforcement by Landlord of any obligations of Tenant under this Lease or in connection with any bankruptcy caseinvolving Tenant or any guarantor. 5.12Alterations (A)Tenant shall not make alterations, additions or improvements (“Alterations”) to Tenant’s Premises except inaccordance with plans and specifications therefor first approved by Landlord, which approval shall not beunreasonably withheld. However, Landlord’s determination of matters relating to aesthetic issues relating toalterations, additions or improvements which are visible outside the Premises shall be in Landlord’s solediscretion. Without limiting such standard Landlord shall not be deemed unreasonable: (i)for withholding approval of any Alterations (including, without limitation, any Alterations to be performedby Tenant under Article III) which (i) in Landlord’s opinion would reasonably be expected to adverselyaffect any structural or exterior element of the Building, any area or element outside of the Premises, orany facility or base building mechanical system serving any area of the Building outside of the Premises,or (ii) involve or affect the exterior design, size, height, or other exterior dimensions of the Building, or(iii) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s standardsfor new alterations in the Building, or (iv) will require unusual expense to readapt the Premises to normaloffice use on Lease termination or expiration or increase the cost of construction or of insurance or taxeson the Building or of the services called for by Section 4.1 unless Tenant first gives assurance acceptableto Landlord for payment of such increased cost and that such readaptation will be made prior to suchtermination or expiration without expense to Landlord (Alterations described in the foregoing clause (iv)being sometimes collectively referred to as “Special Improvements”; or (ii)for making its approval of any Special Improvements conditional on Tenant’s agreement to restore thePremises to its condition prior to construction of such Special Improvements at the expiration or earliertermination of the Lease Term, reasonable wear and tear excepted. (B)Landlord’s review and approval of any such plans and specifications and consent to perform work described thereinshall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicableLegal Requirements and requirements of insurers of the Building and the other requirements of this Lease withrespect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver ofTenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirementsnor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency orcompliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirementsnor give right to any other parties. Further, Tenant acknowledges thatPage 45191 Spring Street – Mimecast Lease Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent inperforming any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lienLandlord’s interest in the Site in connection with any such work. Within thirty (30) days after receipt of an invoicefrom Landlord (together with reasonable supporting back-up documentation), Tenant shall pay to Landlord as a feefor Landlord’s review of any work or plans (excluding any review respecting initial improvements performedpursuant to Article III hereof for which a construction management fee has previously been paid but including anyreview of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sumof: (i) $150.00 per hour for time spent by senior staff, and $100/hour for time spent by junior staff, plus (ii)reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. All Alterationsshall be part of the Building unless and until Landlord shall specify the same for removal pursuant to Section5.2. All of Tenant’s Alterations and installation of furnishings shall be coordinated with any work being performedby Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Siteor interfere with construction or operation of the Buildings and other improvements to the Site and, except forinstallation of furnishings, shall be performed by Landlord’s general contractor or by contractors or workers firstapproved by Landlord in its reasonable discretion. Except for work by Landlord’s general contractor, Tenant,before its work is started, shall secure all licenses and permits necessary therefor. Tenant agrees to save harmlessand indemnify Landlord from any and all injury, loss, claims or damage to any person or property occasioned by orarising out of the doing of any such work whether the same be performed prior to or during the Term of thisLease. At Landlord’s reasonable election, taking into account the scope and cost of the proposed Alteration, Tenantshall cause its contractor to maintain a payment and performance bond in such amount and with such companies asLandlord shall reasonably approve. In addition, Tenant shall cause each contractor to carry insurance in accordancewith Section 8.14 herein and to deliver to Landlord certificates of all such insurance. Tenant shall also prepare andsubmit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed byTenant to the Premises promptly after any such Alterations or installations are substantially complete and promptlyafter any wiring or cabling for Tenant’s computer, telephone and other communications systems is installed byTenant or Tenant’s contractor. Without limiting any of Tenant’s obligations hereunder, but excluding the costs ofthe Base Building Work, which are addressed in Exhibit B‑1 attached hereto, Tenant shall be responsible, asAdditional Rent, for the costs of any Alterations in or to the Building that are required in order to comply withLegal Requirements as a result of any work performed by Tenant. Landlord shall have the right to provide suchrules and regulations (which shall be applied in a non-discriminatory manner) relative to the performance of anyalterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all suchreasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation,payment for the costs of using Building services. Tenant agrees to pay promptly when due the entire cost of anywork done on the Premises by Tenant, its agents, employees, or independent contractors, and not to cause or permitany liens for labor or materials performed or furnished in connection therewith to attach to the Premises or theBuildings or the Site and immediately to discharge any such liens which may so attach. Tenant shall pay, asAdditional Rent, 100% of any real estate taxes on the Complex which shall, at any time after commencement of theTerm, result from anyPage 46191 Spring Street – Mimecast Lease Alterations (other than the Base Building Work) to the Premises made by Tenant. Tenant acknowledges and agreesthat Landlord shall be the owner of any Alterations in the Premises or the Building to the extent paid for byLandlord. (C)All work, construction, repairs, Alterations or installations made to or upon the Premises (including, but not limitedto, the construction performed by Landlord under Exhibit B‑1 attached hereto), shall become part of the Premisesand shall become the property of Landlord and remain upon and be surrendered with the Premises as a part thereofupon the expiration or earlier termination of the Lease Term, except as follows: (w)All furniture, equipment, other personal property, and trade fixtures (including, without limitation, anysatellite or microwave dish or any communications equipment (including, without limitation, anytelephone switch gear), and any security or monitoring equipment installed by Tenant) whether by lawdeemed to be a part of the realty or not, installed at any time or times by Tenant or any person claimingunder Tenant shall remain the property of Tenant or persons claiming under Tenant and may be removedby Tenant or any person claiming under Tenant at any time or times during the Lease Term or anyoccupancy by Tenant thereafter and shall be removed by Tenant at the expiration or earlier termination ofthe Lease Term. Tenant shall repair any damage to the Premises occasioned by the removal by Tenant orany person claiming under Tenant of any such property from the Premises. (x)At the expiration or earlier termination of the Lease Term, unless otherwise agreed in writing by Landlord,Tenant shall remove any wiring for Tenant’s computer, telephone and other communication systems andequipment whether located in the Premises or in any other portion of the Buildings or the Site, includingall risers and any alterations, additions and improvements made with Landlord’s consent during the LeaseTerm for which such removal was made a condition of such consent under this Section 5.12. Upon suchremoval Tenant shall restore the Premises to their condition prior to such Alterations and repair anydamage occasioned by such removal and restoration. (y)If Tenant shall make any Alterations to the Premises for which Landlord’s approval is required underSection 5.12 (after giving effect to Section 5.12(D) below), without obtaining such approval, then atLandlord’s request at any time during the Lease Term, and at any event at the expiration or earliertermination of the Lease Term, Tenant shall remove such Alterations and restore the Premises to theircondition prior to same and repair any damage occasioned by such removal and restoration. Nothingherein shall be deemed to be a consent to Tenant to make any such Alterations. (z)At the expiration or earlier termination of the Lease Term, Tenant shall remove any Special Alterations forwhich such removal was made a condition of such consent under this Section 5.12, the provisions of thisSection 5.12 being applicable to any such work restore the Premises to their condition prior to suchAlterations and repair any damage occasioned by such removal and restoration. Page 47191 Spring Street – Mimecast Lease (D)Notwithstanding the terms of this Section 5.12, Tenant shall have the right, without obtaining the prior consent ofLandlord but upon notice to Landlord given ten (10) days prior to the commencement of any work (which noticeshall specify the nature of the work in reasonable detail), to make Alterations to the Premises where: (i)the same are within the interior of the Premises within the Building, and do not affect the exterior of thePremises and the Buildings (including no signs on windows); (ii)the same do not affect the roof, any structural element of the Buildings, the mechanical, electrical,plumbing, heating, ventilating, air-conditioning and fire protection systems of the Buildings; (iii)with the exception of painting and carpeting (which shall not be subject to the dollar limits set forth in thissubsection (iii)), the cost of any individual alteration, addition or improvement shall not exceed$250,000.00 and the aggregate cost of said Alterations made by Tenant during the Lease Term shall notexceed $1,000,000.00 in cost; and (iv)Tenant shall comply with the provisions of this Lease and if such work increases the cost of insurance ortaxes or of services, Tenant shall pay for any such increase in cost; provided, however, that Tenant shall, within thirty (30) days after the making of such Alterations, send to Landlord plans andspecifications describing the same in reasonable detail and provided further that Landlord, by notice to Tenant given at leastthirty (30) days prior to the expiration or earlier termination of the Lease Term, may, if any such Alterations constitutes aSpecial Improvement, require Tenant to restore the Premises to its condition prior to construction of such SpecialImprovement (reasonable wear and tear excepted) at the expiration or earlier termination of the Lease Term. 5.13Vendors Any vendors engaged by Tenant to perform services in or to the Premises including, without limitation, janitorial contractorsand moving contractors shall be coordinated with any work being performed by or for Landlord and in such manner as tomaintain harmonious labor relations and not to damage the Building, the Site or the Complex or unreasonably interfere withBuilding construction or operation and shall be performed by vendors first approved by Landlord, which approval shall notbe unreasonably withheld. Notwithstanding the foregoing, the following vendors do not require Landlord’s approval:brokerage, legal, employment staffing, office and other supplies, furniture providers (but not installers), constructionconsultants not performing any physical work in the Building (but not architects) and food catering.Page 48191 Spring Street – Mimecast Lease 5.14OFAC (A)As an inducement to Landlord to enter into this Lease, Tenant hereby represents and warrants that, to Tenant’sknowledge: (i) Tenant is not, nor is it owned or controlled directly or indirectly by, any person, group, entity ornation named on the Specially Designated Nationals and Blocked Persons List maintained by the Office of ForeignAssets Control of the United States Treasury (“OFAC”) (any such person, group, entity or nation being hereinafterreferred to as a “Prohibited Person”); (ii) Tenant is not (nor is it owned, controlled, directly or indirectly, by anyperson, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; and(iii) Tenant (and any person, group, or entity which Tenant controls, directly or indirectly) has not conducted norwill conduct business nor has engaged nor will engage in any transaction or dealing with any Prohibited Person thateither may cause or causes Landlord to be in violation of any OFAC rule or regulation, including without limitationany assignment of this Lease or any subletting of all or any portion of the Premises. In connection with theforegoing, it is expressly understood and agreed that (x) any breach by Tenant of the foregoing representations andwarranties shall be deemed an immediate Event of Default by Tenant under Section 7.1 of this Lease (without thebenefit of notice or grace) and shall be covered by the indemnity provisions of Section 8.1 below, and (y) therepresentations and warranties contained in this subsection shall be continuing in nature and shall survive theexpiration or earlier termination of this Lease. Notwithstanding anything contained herein to the contrary, for thepurposes of this subsection (A) the phrase “owned or controlled directly or indirectly by any person, group, entity ornation” and all similar such phrases shall not include any holder of a direct or indirect interest in a publicly tradedcompany whose shares are listed and traded on a United States national stock exchange. (B)As an inducement to Tenant to enter into this Lease, Landlord hereby represents and warrants that, to Landlord’sknowledge: (i) Landlord is not, nor is it owned or controlled directly or indirectly by, any Prohibited Person; (ii)Landlord is not (nor is it owned or controlled, directly or indirectly, by any person, group, entity or nation which is)acting directly or indirectly for or on behalf of any Prohibited Person; and (iii) Landlord (and any person, group, orentity which Landlord controls, directly or indirectly) has not conducted nor will conduct business nor has engagednor will engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or anyOFAC rule or regulation. In connection with the foregoing, is expressly understood and agreed that therepresentations and warranties contained in this subsection shall be continuing in nature and shall survive theexpiration or earlier termination of this Lease. Notwithstanding anything contained herein to the contrary, for thepurposes of this subsection (B) the phrase “owned or controlled directly or indirectly by any person, group, entity ornation” and all similar such phrases shall not include (x) any shareholder of Boston Properties, Inc., (y) any holderof a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United Statesnational stock exchange or (z) any limited partner, unit holder or shareholder owning an interest of five percent(5%) or less in Boston Properties Limited Partnership or the holder of any direct or indirect interest in BostonProperties Limited Partnership.Page 49191 Spring Street – Mimecast Lease ARTICLE VICasualty and Taking6.1Damage Resulting from Casualty In case during the Lease Term the Building or the Site are damaged by fire or casualty and such fire or casualty damagecannot, in the ordinary course, reasonably be expected to be repaired within two hundred forty (240) days from the date ofsuch fire or casualty, Landlord may, at its election, terminate this Lease by notice given to Tenant within sixty (60) days afterthe date of such fire or other casualty, specifying the effective date of termination. The effective date of termination specifiedby Landlord shall not be less than thirty (30) days nor more than forty-five (45) days after the date of notice of suchtermination. In case during the last eighteen (18) months of the Lease Term (as it may have been extended), the Premises are damaged byfire or casualty and such fire or casualty damage cannot, in the ordinary course, reasonably be expected to be repaired withinone hundred fifty (150) days (and/or as to special work or work which requires long lead time then if such work cannotreasonably be expected to be repaired within such additional time as is reasonable under the circumstances given the nature ofthe work) from the date of such fire or casualty, Tenant may, at its election, terminate this Lease by notice given to Landlordwithin thirty (30) days after the date of such fire or other casualty, specifying the effective date of termination. The effectivedate of termination specified by Tenant shall be not less than thirty (30) days nor more than forty-five (45) days after the dateof notice of such termination. Unless terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect following any suchdamage subject, however, to the following provisions. If the Building or the Site or any part thereof are damaged by fire or other casualty and this Lease is not so terminated, orLandlord or Tenant have no right to terminate this Lease, and in any such case the holder of any mortgage which includes theBuilding as a part of the mortgaged premises or any ground lessor of any ground lease which includes the Site as part of thedemised premises allows the net insurance proceeds to be applied to the restoration of the Building (and/or the Site), Landlordshall, promptly after such damage and the determination of the net amount of insurance proceeds available, use due diligenceto restore the Premises and the Building in the event of damage thereto (excluding “Tenant’s Property” (as defined in Section8.4 hereof), except as expressly provided in the immediately following paragraph of this Section 6.1) into proper conditionfor use and occupation and a just proportion of the Annual Fixed Rent, Operating Expense Excess and Tax Excess shall beabated according to the nature and extent of the injury to the Premises, until the Premises shall have been restored byLandlord substantially into such condition except for punch list items and long lead items. Notwithstanding anything hereincontained to the contrary, Landlord shall not be obligated to expend for such repair and restoration any amount in excess ofthe net insurance proceeds. Page 50191 Spring Street – Mimecast Lease Notwithstanding the foregoing, if Landlord is proceeding with the restoration of the Building and the Premises in accordancewith the previous paragraph, Landlord shall also restore any alterations, additions or improvements within the Premises thatare part of Tenant’s Property (x) which have previously been approved by Landlord in accordance with the terms andprovisions of this Lease or which are existing in the Premises as of the date of this Lease, and (y) with respect to whichTenant has carried “all risk” insurance covering the loss or damage in accordance with Section 8.4 below and pays theproceeds of such insurance (or an amount equivalent thereto) to Landlord within five (5) business days following Landlord’swritten request; provided, however, that in no event shall Landlord be required to fund any insufficiency in the insuranceproceeds (or equivalent amount) provided by Tenant with respect to such loss or damage (or to fund any of the costs ofrestoration in the absence of any payment by Tenant). If such net insurance proceeds are not allowed by such mortgagee orground lessor to be applied to, or are otherwise insufficient for, the restoration of the Building (and/or the Site) and ifLandlord does not otherwise elect to spend the additional funds necessary to fully restore the Building (and/or the Site), thenLandlord shall give notice (“Landlord’s Insufficient Insurance Proceeds Notice”) to Tenant that Landlord does not elect tofund the amount of the insufficiency and Tenant shall thereafter have the right to terminate this Lease by providing Landlordwith a notice of termination within thirty (30) days after Tenant’s receipt of Landlord’s Insufficient Insurance ProceedsNotice (the effective date of which termination shall not be less than sixty (60) days after the date of such notice of suchtermination). Where Landlord is obligated or otherwise elects to effect restoration of the Premises, unless such restoration is completedwithin one (1) year from the date of the casualty or taking, such period to be subject, however, to extension where the delayin completion of such work is due to Force Majeure, as defined hereinbelow, (but in no event beyond eighteen (18) monthsfrom the date of the casualty or taking), Tenant, as its sole and exclusive remedy, shall have the right to terminate this Leaseat any time after the expiration of such one-year period (as extended), which right shall continue until the restoration issubstantially completed. Such termination shall be effective as of the thirtieth (30th) day after the date of receipt by Landlordof Tenant’s notice, with the same force and effect as if such date were the date originally established as the expiration datehereof unless, within thirty (30) days after Landlord’s receipt of Tenant’s notice, such restoration is substantially completed,in which case Tenant’s notice of termination shall be of no force and effect and this Lease and the Lease Term shall continuein full force and effect. When used herein, “Force Majeure” shall mean any prevention, delay or stoppage due togovernmental regulation, strikes, lockouts, acts of God, acts of war, terrorists acts, civil commotions, unusual scarcity of orinability to obtain labor or materials, labor difficulties, fire or other casualty (including the time necessary to repair anydamage caused thereby) or other causes reasonably beyond Landlord’s control or attributable to Tenant’s action orinaction. Landlord shall have the right to invoke the benefit of the Force Majeure provisions of this Section 6.2 only if (a) itadvises Tenant of the occurrence of the Force Majeure event within three (3) business days after it becomes aware thereofand (b) Landlord uses commercially reasonable efforts to mitigate the impact of such Force Majeure event to the extent it iswithin Landlord’s reasonable ability to do so under the circumstances. Page 51191 Spring Street – Mimecast Lease 6.2Uninsured Casualty Notwithstanding anything to the contrary contained in this Lease, if the Building or the Premises shall be substantiallydamaged by fire or casualty as the result of a risk not covered by the forms of casualty insurance at the time required to bemaintained by Landlord pursuant to this Lease and such fire or casualty damage cannot, in the ordinary course, reasonably beexpected to be repaired within one hundred fifty (150) days from the time that repair work would commence, Landlord may,at its election, terminate the Term of this Lease by notice to the Tenant given within sixty (60) days after such loss. IfLandlord shall give such notice, then this Lease shall terminate as of the date of such notice with the same force and effect asif such date were the date originally established as the expiration date hereof. 6.3Rights of Termination for Taking If the Building, or such portion thereof as to render the balance (if reconstructed to the maximum extent practicable in thecircumstances) unsuitable for Tenant’s purposes, shall be taken by condemnation or right of eminent domain, Landlord orTenant shall have the right to terminate this Lease by notice to the other of its desire to do so, provided that such notice isgiven not later than thirty (30) days after Tenant has been deprived of possession. If either party shall give such notice, thenthis Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originallyestablished as the expiration date hereof. Further, if (i) so much of the Building shall be so taken that continued operation of the Building would be uneconomic asdetermined by Landlord in its reasonable discretion or (ii) access to the Building shall be taken (such that Tenant and othertenants of the Building do not have any practical means of access to their premises for purposes of use and occupancy of atleast fifty percent (50%) of the Total Rentable Floor Area of the Building), Landlord shall have the right to terminate thisLease by giving notice to Tenant of Landlord’s desire to do so not later than thirty (30) days after Tenant has been deprivedof possession of the Premises (or such portion thereof as may be taken). Landlord agrees not to exercise such terminationright in a discriminatory manner insofar as any election Landlord makes, or refrains from making, pursuant to any terminationright Landlord may have with respect to other tenants of the Building whose premises are similarly affected. If Landlord shallgive such notice to Tenant hereunder, then this Lease shall terminate as of the date of such notice with the same force andeffect as if such date were the date originally established as the expiration date hereof. Should any part of the Premises be so taken or condemned during the Lease Term hereof, and should this Lease not beterminated in accordance with the foregoing provisions, and the holder of any mortgage which includes the Premises as partof the mortgaged premises or any ground lessor of any ground lease which includes the Site as part of the demised premisesallows the net condemnation proceeds to be applied to the restoration of the Building, Landlord agrees that after thedetermination of the net amount of condemnation proceeds available to Landlord, Landlord shall use due diligence to putwhat may remain of the Premises into proper condition for use and occupation as nearly like the condition of the Premisesprior to such taking as shall be practicable (excluding Tenant’s Property). Notwithstanding the foregoing, Landlord shall notbe obligated to expend for such repair and restoration any amount in excess of the net condemnation proceeds made availableto it. If such net condemnation proceeds are not allowed by such mortgagee or ground lessor to be applied to, or areotherwise insufficient for, thePage 52191 Spring Street – Mimecast Lease restoration of the Building (and/or the Site) and if Landlord does not otherwise elect to spend the additional funds necessaryto fully restore the Building (and/or the Site), then Landlord shall give notice (“Landlord’s Insufficient CondemnationProceeds Notice”) to Tenant that Landlord does not elect to fund the amount of the insufficiency and Tenant shall thereafterhave the right to terminate this Lease by providing Landlord with a notice of termination within thirty (30) days after Tenant’sreceipt of Landlord’s Insufficient Condemnation Proceeds Notice (the effective date of which termination shall not be lessthan sixty (60) days after the date of such notice of such termination). If the Premises shall be affected by any exercise of the power of eminent domain, then the Annual Fixed Rent, OperatingExpense Excess and Tax Excess shall be justly and equitably abated and reduced according to the nature and extent of theloss of use thereof suffered by Tenant; and in case of a taking which permanently reduces the Rentable Floor Area of thePremises, a just proportion of the Annual Fixed Rent, Operating Expense Excess and Tax Excess shall be abated for theremainder of the Lease Term. 6.4Award Except as otherwise provided in this Section 6.4, Landlord shall have and hereby reserves and excepts, and Tenant herebygrants and assigns to Landlord, all rights to recover for damages to the Building, the Site and the Complex and the leaseholdinterest hereby created, and compensation accrued or hereafter to accrue by reason of such taking, damage or destruction, asaforesaid, and by way of confirming the foregoing, Tenant hereby grants and assigns, and covenants with Landlord to grantand assign to Landlord, all rights to such damages or compensation. However, nothing contained herein shall be construed to prevent Tenant from prosecuting in any such proceedings a claimfor its trade fixtures so taken or relocation, moving and other dislocation expenses.ARTICLE VIIDefault7.1Tenant’s Default (A)If at any time subsequent to the date of this Lease any one or more of the following events (herein sometimes calledan “Event of Default”) shall occur: (i)Tenant shall fail to pay the Annual Fixed Rent, Additional Rent or other charges for which provision ismade herein on or before the date on which the same become due and payable, and the same continues forfive (5) days after written notice from Landlord thereof; or Page 53191 Spring Street – Mimecast Lease (ii)Landlord having rightfully given the notice specified in subdivision (i) above twice in any twelve (12)month period, Tenant shall thereafter in the same twelve (12) month period fail to pay the Annual FixedRent, Additional Rent or other charges on or before the date on which the same become due and payable;or (iii)Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of therequirements of Section 5.6 through 5.6.6 of this Lease; or (iv)Tenant shall fail to perform or observe some term or condition of this Lease which, because of itscharacter, would immediately and materially jeopardize Landlord’s interest (such as, but withoutlimitation, failure to maintain general liability insurance), and such failure continues for three (3) businessdays after written notice from Landlord to Tenant thereof; or (v)Tenant shall fail to perform or observe any other material requirement, term, covenant or condition of thisLease (not hereinabove in this Section 7.1 specifically referred to) on the part of Tenant to be performedor observed and such failure shall continue for thirty (30) days after written notice thereof from Landlordto Tenant, or if said default shall reasonably require longer than thirty (30) days to cure, if Tenant shall failto commence to cure said default within thirty (30) days after written notice thereof and/or fail tocontinuously prosecute the curing of the same to completion with due diligence; or (vi)Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directedagainst Tenant; or (vii)Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcyor shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking anyreorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itselfunder any present or future federal, state or other statute, law or regulation for the relief of debtors, or shallseek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of allor any substantial part of its properties, or shall admit in writing its inability to pay its debts generally asthey become due; (viii)A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization,arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present orfuture Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for anaggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or notTenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of thePremises shall be appointed without the consent or acquiescence of Tenant and such appointment shallremain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive) then, andin any of said cases (notwithstanding any license of a former breach of covenant or waiver of the benefithereof or consent in a former instance); ; orPage 54191 Spring Street – Mimecast Lease (ix)Tenant otherwise abandons the Premises. Landlord lawfully may, immediately or at any time thereafter, and without demand or further notice terminate thisLease by notice to Tenant, specifying a date not less than five (5) days after the giving of such notice on which thisLease shall terminate, and this Lease shall come to an end on the date specified therein as fully and completely as ifsuch date were the date herein originally fixed for the expiration of the Lease Term (Tenant hereby waiving anyrights of redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remainliable as hereinafter provided. (B)If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re-enter thePremises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and allother persons and any and all property from the same, as if this Lease had not been made, and Tenant herebywaives the service of notice of intention to re-enter or to institute legal proceedings to that end. (C)In the event that this Lease is terminated due to an Event of Default under any of the provisions contained inSection 7.1(A), Tenant covenants and agrees forthwith to pay and be liable for, on the days originally fixed hereinfor the payment thereof, amounts equal to the several installments of rent and other charges reserved as they would,under the terms of this Lease, become due if this Lease had not been terminated or if Landlord had not entered orre-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or relet for a periodless than the remainder of the Term, and for the whole thereof, but in the event the Premises be relet by Landlord,Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting,after deduction of all expenses incurred in reletting the Premises (including, without limitation, remodeling costs,brokerage fees and the like), and in collecting the rent in connection therewith, in the following manner:Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses, until the sameare recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under thisLease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to anysuch reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might befor a rent higher than the rent provided for in this Lease); when and if such expenses have been completelyrecovered, the amounts received from reletting by Landlord as have not previously been applied shall be creditedagainst Tenant’s obligations as of each day when a payment would fall due under this Lease, and only the netamount thereof shall be payable by Tenant. Further, amounts received by Landlord from such reletting for anyperiod shall be credited only against obligations of Tenant allocable to such period, and shall not be credited againstobligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be duefor any period after the date when the term of this Lease is scheduled to expire according to its terms. Page 55191 Spring Street – Mimecast Lease Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Leaseis terminated based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a mannersimilar to the manner in which Landlord markets other premises within Landlord’s control within the Building shallbe deemed to have satisfied Landlord’s obligation to use “reasonable efforts” hereunder. In no event shall Landlordbe required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlordobtains full and complete possession of the Premises (including, without limitation, the final and unappealable legalright to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space inthe Building, or (iii) lease the Premises for a rental less than the current fair market rent then prevailing for similaroffice space in the Building. (D) (i)In the alternative, Landlord may elect, by notice given to Tenant at any time after such termination andwhether or not Landlord shall have collected any damages under subsection (C) above, but as liquidatedfinal damages and in lieu of all other damages beyond the date of such notice, to require Tenant to paysuch a sum as at the time of the giving of such notice represents the amount of the excess, if any, of (a) thediscounted present value, at a discount rate of 6%, of the total rent and other charges which would havebeen payable by Tenant under this Lease from the date of such notice for what would be the thenunexpired Lease Term if the Lease terms had been fully complied with by Tenant over and above (b) thediscounted present value, at a discount rate of 6%, of the total rent and other charges that would bereceived by Landlord if the Premises were released at the time of such notice for the remainder of theLease Term at the fair market value (including provisions regarding periodic increases in rent if such areapplicable) prevailing at the time of such notice as reasonably determined by Landlord, plus all expenseswhich Landlord may have incurred with respect to the collection of such damages. (ii)For the purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance withthe immediately preceding paragraph, the total rent shall be computed by assuming that Tenant’s share ofexcess taxes, Tenant’s share of excess operating costs and Tenant’s share of excess electrical costs wouldbe, for the balance of the unexpired Term from the date of such notice, the amount thereof (if any) for theimmediately preceding annual period payable by Tenant to Landlord. (E)In case of any Event of Default, re-entry, dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms whichmay at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted thebalance of the Term of this Lease and may grant concessions or free rent to the extent that Landlord considersadvisable or necessary to re-let the same and (ii) may make such alterations, repairs and decorations in the Premisesas Landlord in its sole judgment considers advisable or necessary for the purpose of reletting the Premises; and themaking of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liabilityhereunder as aforesaid. Subject to Landlord’s express obligations under Section 7.1(C) above, Landlord shall in noevent be liable in any wayPage 56191 Spring Street – Mimecast Lease whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rentunder re-letting. Tenant hereby expressly waives any and all rights of redemption granted by or under any presentor future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possessionof the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. (F)The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies ormeans of redress to which Landlord may at any time be entitled lawfully, and Landlord may invoke any remedy(including the remedy of specific performance) allowed at law or in equity as if specific remedies were not hereinprovided for. Further, nothing contained in this Lease shall limit or prejudice the right of Landlord to prove andobtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal tothe maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings inwhich, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of theloss or damages referred to above. (G)In lieu of any other damages or indemnity and in lieu of the recovery by Landlord of all sums payable under all theforegoing provisions of this Section 7.1, Landlord may elect to collect from Tenant, by notice to Tenant given toTenant at the time of terminationand Tenant shall thereupon pay, as liquidated damages, an amount equal to the sum of (i) the Annual Fixed Rentand all Additional Rent payable for the lesser of (y) the twelve (12) months ended next prior to such terminationand (z) the number of full plus any partial months remaining in the Lease Term, plus (ii) the amount of AnnualFixed Rent and Additional Rent of any kind accrued and unpaid at the time of such election, plus (iii) any and allexpenses which the Landlord may have incurred for and with respect to the collection of any such rent.Notwithstanding the foregoing, Landlord shall not be entitled to collect liquidated damages under the provisions ofthis paragraph if such liquidated damages would exceed the damages to which Landlord would have been entitledhad it elected to collect liquidated damages under the provisions of the first paragraph of this Section 7.1. 7.2Landlord’s Default Landlord shall in no event be in default in the performance of any of Landlord’s obligations hereunder unless and untilLandlord shall have failed to perform such obligations within thirty (30) days, or such additional time as is reasonablyrequired to correct any such default, after notice by Tenant to Landlord properly specifying wherein Landlord has failed toperform any such obligation. The Tenant shall not assert any right to deduct the cost of repairs or any monetary claim againstthe Landlord from rent thereafter due and payable, but shall look solely to the Landlord for satisfaction of such claim.Page 57191 Spring Street – Mimecast Lease ARTICLE VIIIInsurance and Indemnity8.1Indemnity (A)Tenant’s Indemnity. To the fullest extent permitted by law, and to the extent not resulting from any negligence ormisconduct of Landlord or its contractors, agents, licensees, servants or employees, Tenant waives any right tocontribution against the Landlord Parties (as hereinafter defined) and agrees to indemnify and save harmless theLandlord Parties from and against all claims of whatever nature by a third party arising from or claimed to havearisen from (i) any act, omission or negligence of the Tenant Parties (as hereinafter defined); (ii) any accident, injuryor damage whatsoever caused to any person, or to the property of any person, occurring in or about the Premisesfrom the earlier of (A) the date on which any Tenant Party first enters the Premises for any reason or (B) theCommencement Date, and thereafter throughout and until the end of the Lease Term, and after the end of the LeaseTerm for so long after the end of the Lease Term as any of Tenant’s Property (as defined in Section 8.4) remains onthe Premises, or Tenant or anyone acting by, through or under Tenant may use, be in occupancy of any part of, orhave access to the Premises or any portion thereof; (iii) any accident, injury or damage whatsoever occurringoutside the Premises but within the Building, or on common areas or the Complex, where such accident, injury ordamage results, or is claimed to have resulted, from any act, omission or negligence on the part of any of the TenantParties; or (iv) any breach of this Lease by Tenant provided that except for Tenant’s liability in connection with aholding over in the Premises as set forth in Section 9.17 below, in no event shall Tenant be liable for any indirect orconsequential damages pursuant to this Section 8.1(A). Tenant shall pay such indemnified amounts as they areincurred by the Landlord Parties. This indemnification shall not be construed to deny or reduce any other rights orobligations of indemnity that any of the Landlord Parties may have under this Lease or the common law. (B)Landlord’s Indemnity. To the maximum extent this agreement may be made effective according to law, andsubject to the limitations in Section 8.12 and 8.13 of this Article and in Section 9.3, and to the extent not resultingfrom the negligence or misconduct of Tenant, any Tenant Party or any of their respective contractors, licensees,invitees, agents, servants or employees, Landlord agrees to indemnify and save harmless Tenant and the TenantParties from and against any claims of whatever nature by a third party arising from any injury to any person orproperty damage occurring in or at the Property after the date that possession of the Premises is first delivered toTenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from thenegligent act or omission of Landlord or Landlord’s contractors, agents or employees; provided, however that in noevent shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures orpersonal property of Tenant and Landlord shall in no event be liable for any claims for loss of or interruption ofTenant’s business or any other indirect or consequential damages; and provided, further, that the provisions of thisSection shall not be applicable to the holder of any mortgage now or hereafter on the Site or the Buildings (whetheror not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional,collateral or otherPage 58191 Spring Street – Mimecast Lease assignment of leases and/or rents respecting, the Site and/or Buildings). Landlord shall have the right, but not theduty, to defend the claim. Notwithstanding anything contained herein to the contrary, Landlord shall not beobligated to indemnify Tenant for any claims to the extent that Tenant’s damages result from the negligence orwillful misconduct or breach of this Lease by Tenant or any of the Tenant Parties. (C)Intentionally Omitted. (D)No limitation. The indemnification obligations under this Section 8.1 shall not be limited in any way by anylimitation on the amount or type of damages, compensation or benefits payable by or for Tenant or any subtenant orother occupant of the Premises under workers’ compensation acts, disability benefit acts, or other employee benefitacts. Tenant waives any immunity from or limitation on its indemnity or contribution liability to the LandlordParties based upon such acts. (E)Subtenants and other occupants. Tenant shall require its subtenants and other occupants of the Premises to providesimilar indemnities to the Landlord Parties in a form acceptable to Landlord. (F)Survival. The terms of this Section 8.1 shall survive any termination or expiration of this Lease. (G)Costs. The foregoing indemnity and hold harmless agreement shall include indemnity for all costs, expenses andliabilities (including, without limitation, attorneys’ fees and disbursements) incurred by the indemnitee in connectionwith any such claim or any action or proceeding brought thereon, and the defense thereof. In addition, in the eventthat any action or proceeding shall be brought against one or more Landlord Parties or Tenant Parties, as applicable,by reason of any such claim, the indemnitor shall, upon request from the indemnitee, resist and defend such actionor proceeding on behalf of the indemnitee by counsel appointed by the indemnitor’s insurer (if such claim iscovered by insurance without reservation) or otherwise by counsel reasonably satisfactory to the indemnitee. TheLandlord Parties and the Tenant Parties shall not be bound by any compromise or settlement of any such claim,action or proceeding without the prior written consent of such Landlord Parties or Tenant Parties, as applicable. (H)Landlord Parties and Tenant Parties. The term “Landlord Party” or “Landlord Parties” shall mean Landlord, anyaffiliate of Landlord, Landlord’s managing agents for the Building, each mortgagee (if any), each ground lessor (ifany), and each of their respective direct or indirect partners, officers, shareholders, directors, members, trustees,beneficiaries, servants, employees, principals, contractors, licensees, agents or representatives. For the purposes ofthis Lease, the term “Tenant Party” or “Tenant Parties” shall mean Tenant, any affiliate of Tenant, any permittedsubtenant or any other permitted occupant of the Premises, and each of their respective direct or indirect partners,officers, shareholders, directors, members, trustees, beneficiaries, servants, employees, principals, contractors,licensees, agents, invitees or representatives. Page 59191 Spring Street – Mimecast Lease 8.2Tenant’s Risk Tenant agrees to use and occupy the Premises, and to use such other portions of the Building and the Complex as Tenant isgiven the right to use by this Lease at Tenant’s own risk. Subject to Section 8.1(B) above and Section 8.13 below, theLandlord Parties shall not be liable to the Tenant Parties for any damage, injury, loss, compensation, or claim (including, butnot limited to, claims for the interruption of or loss to a Tenant Party’s business) based on, arising out of or resulting from anycause whatsoever, including, but not limited to, repairs to any portion of the Premises or the Building or the Complex, anyfire, robbery, theft, mysterious disappearance, or any other crime or casualty, the actions of any other tenants of the Buildingor of any other person or persons, or any leakage in any part or portion of the Premises or the Building or the Complex, orfrom water, rain or snow that may leak into, or flow from any part of the Premises or the Building or the Complex, or fromdrains, pipes or plumbing fixtures in the Building or the Complex. Any goods, property or personal effects stored or placedin or about the Premises shall be at the sole risk of the Tenant Party, and neither the Landlord Parties nor their insurers shall inany manner be held responsible therefor. The Landlord Parties shall not be responsible or liable to a Tenant Party, or to thoseclaiming by, through or under a Tenant Party, for any loss or damage that may be occasioned by or through the acts oromissions of persons occupying adjoining premises or any part of the premises adjacent to or connecting with the Premises orany part of the Building or otherwise. The provisions of this section shall be applicable to the fullest extent permitted by law,and until the expiration or earlier termination of the Lease Term, and during such further period as any of Tenant’s Propertyremains on the Premises, or Tenant or anyone acting by, through or under Tenant may use, be in occupancy of any part of, orhave access to the Premises or of the Building. 8.3Tenant’s Commercial General Liability Insurance Tenant agrees to maintain in full force on or before the earlier of (i) the date on which any Tenant Party first enters thePremises for any reason or (ii) the Commencement Date, and thereafter throughout and until the end of the Lease Term, andafter the end of the Lease Term for so long any of Tenant’s Property remains on the Premises, or Tenant or anyone acting by,through or under Tenant may use, be in occupancy of any part of, or have access to the Premises or any portion thereof, apolicy of commercial general liability insurance, on an occurrence basis, issued on a form at least as broad as InsuranceServices Office (“ISO”) Commercial General Liability Coverage “occurrence” form CG 00 01 10 01 or another CommercialGeneral Liability “occurrence” form providing equivalent coverage. Such insurance shall include contractual liabilitycoverage, specifically covering but not limited to the indemnification obligations undertaken by Tenant in this Lease. Theminimum limits of liability of such insurance shall be Ten Million Dollars ($10,000,000.00) per occurrence, which may besatisfied through a combination of primary and excess/umbrella insurance. In addition, in the event Tenant hosts a function inthe Premises, in the Building or on the Site, Tenant agrees to obtain, and cause any persons or parties providing services forsuch function to obtain, the appropriate insurance coverages as determined by Landlord (including liquor liability coverage, ifapplicable) and provide Landlord with evidence of the same. Page 60191 Spring Street – Mimecast Lease 8.4Tenant’s Property Insurance Tenant shall maintain at all times during the Term of this Lease, and during such earlier or later time as Tenant may beperforming work in or to the Premises or have property, fixtures, furniture, equipment, machinery, goods, supplies, wares ormerchandise on the Premises, and continuing thereafter so long as any of Tenant’s Property, remains on the Premises, orTenant or anyone acting by, through or under Tenant may use, be in occupancy of or have access to, any part of thePremises, business interruption insurance and insurance against loss or damage covered by the so-called “all risk” typeinsurance coverage with respect to (i) Tenant’s property, fixtures, furniture, equipment, machinery, goods, supplies, waresand merchandise, and other property of Tenant located at the Premises, (ii) all additions, alterations and improvements madeby or on behalf of the Tenant in the Premises (except to the extent paid for by Landlord in connection with this Lease) orexisting in the Premises as of the date of this Lease, and (iii) any property of third parties, including but not limited to leasedor rented property, in the Premises in Tenant’s care, custody, use or control, provided that such insurance in the case of (iii)may be maintained by such third parties, (collectively “Tenant’s Property”). The business interruption insurance required bythis section shall be in minimum amounts typically carried by prudent tenants engaged in similar operations, but in no eventshall be in an amount less than the Annual Fixed Rent then in effect during any year during the Term, plus any AdditionalRent due and payable for the immediately preceding year during the Term. The “all risk” insurance required by this sectionshall be in an amount at least equal to the full replacement cost of Tenant’s Property. In addition, during such time as Tenantis performing work in or to the Premises, Tenant, at Tenant’s expense, shall also maintain, or shall cause its contractor(s) tomaintain, builder’s risk insurance for the full insurable value of such work. Landlord and such additional persons or entitiesas Landlord may reasonably request shall be named as loss payees, as their interests may appear, on the policy or policiesrequired by this Lease, except for insurance maintained by third parties as provided in (iii) above. In the event of loss ordamage covered by the “all risk” insurance required by this Lease, the responsibilities for repairing or restoring the loss ordamage shall be determined in accordance with Article VI. To the extent that Landlord is obligated to pay for the repair orrestoration of the loss or damage covered by the policy, Landlord shall be paid the proceeds of the “all risk” insurancecovering the loss or damage. To the extent Tenant is obligated to pay for the repair or restoration of the loss or damage,covered by the policy, Tenant shall be paid the proceeds of the “all risk” insurance covering the loss or damage. If bothLandlord and Tenant are obligated to pay for the repair or restoration of the loss or damage covered by the policy, theinsurance proceeds shall be paid to each of them in the pro rata proportion of their obligations to repair or restore the loss ordamage. If the loss or damage is not repaired or restored (for example, if the Lease is terminated pursuant to Article VI), theinsurance proceeds shall be paid to Landlord and Tenant in the pro rata proportion of their relative contributions to the cost ofthe leasehold improvements covered by the policy. 8.5Tenant’s Other Insurance Tenant agrees to maintain in full force on or before the earlier of (i) the date on which any Tenant Party first enters thePremises for any reason or (ii) the Commencement Date, and thereafter throughout the end of the Term, and after the end ofthe Term for so long after the end of the Term any of Tenant’s Property remains on the Premises or as Tenant or anyoneacting by, through or under Tenant may use, be in occupancy of, or have access to the Premises or any portion thereof, (1)comprehensive automobile liability insurance (covering any automobilesPage 61191 Spring Street – Mimecast Lease owned or operated by Tenant at the Site) issued on a form at least as broad as ISO Business Auto Coverage form CA 00 0107 97 or other form providing equivalent coverage, which may be satisfied through a combination of primary andexcess/umbrella insurance; (2) worker’s compensation insurance or participation in a monopolistic state workers’compensation fund; and (3) employer’s liability insurance or (in a monopolistic state) Stop Gap Liability insurance. Suchautomobile liability insurance shall be in an amount not less than One Million Dollars ($1,000,000) for each accident. Suchworker’s compensation insurance shall carry minimum limits as defined by the law of the jurisdiction in which the Premisesare located (as the same may be amended from time to time). Such employer’s liability insurance shall be in an amount notless than One Million Dollars ($1,000,000) for each accident, One Million Dollars ($1,000,000) disease-policy limit, and OneMillion Dollars ($1,000,000) disease-each employee. The requirements of the foregoing paragraph may be satisfied via primary liability coverage or excess umbrella liabilitycoverage. 8.6Requirements for Tenant’s Insurance All insurance required to be maintained by Tenant pursuant to this Lease shall be maintained with responsible companies thatare admitted to do business, and are in good standing in the Commonwealth of Massachusetts and that have a rating of atleast “A” and are within a financial size category of not less than “Class X” in the most current Best’s Key Rating Guide orsuch similar rating as may be reasonably selected by Landlord. All such insurance shall: (1) be acceptable in form andcontent to Landlord; and (2) be primary and noncontributory (including all primary and excess/umbrella policies. Tenantshall provide Landlord with at least thirty (30) days’ prior written notice of any such cancellation, failure to renew orreduction in the amounts or types of such insurance below the minimum amounts and coverages required under thisLease. No such policy shall contain any self-insured retention greater than Five Hundred Thousand Dollars ($500,000.00)for property insurance and Twenty Five Thousand Dollars ($25,000.00) for commercial general liability insurance. Anydeductibles and such self-insured retentions shall be deemed to be “insurance” for purposes of the waiver in Section 8.13below. Landlord reserves the right from time to time to require Tenant to obtain higher minimum amounts of insurance basedon such limits as are customarily carried with respect to similar properties in the area in which the Premises are located. Theminimum amounts of insurance required by this Lease shall not be reduced by the payment of claims or for any otherreason. In the event Tenant shall fail to obtain or maintain any insurance meeting the requirements of this Article, or todeliver such policies or certificates as required by this Article, Landlord may, at its option, on five (5) days’ notice to Tenant,procure such policies for the account of Tenant, and the cost thereof shall be paid to Landlord within five (5) days afterdelivery to Tenant of bills therefor. Page 62191 Spring Street – Mimecast Lease 8.7Additional Insureds To the fullest extent permitted by law, the commercial general liability carried by Tenant pursuant to this Lease, and anyadditional liability insurance carried by Tenant pursuant to Section 8.5 of this Lease or any other provision of this Lease, shallname Landlord, Landlord’s managing agent, and such other persons as Landlord may reasonably request from time to time asadditional insureds with respect to liability arising out of or related to this Lease or the operations of Tenant (collectively“Additional Insureds”). Such insurance shall provide primary coverage without contribution from any other insurance carriedby or for the benefit of Landlord, Landlord’s managing agent, or other Additional Insureds. Such insurance shall also waiveany right of subrogation against each Additional Insured. For the avoidance of doubt, each primary policy and eachexcess/umbrella policy through which Tenant satisfies its obligations under this Section 8.7 must provide coverage to theAdditional Insureds that is primary and non-contributory. 8.8Certificates of Insurance On or before the earlier of (i) the date on which any Tenant Party first enters the Premises for any reason or (ii) theCommencement Date, Tenant shall furnish Landlord with certificates evidencing the insurance coverage required by thisLease, and renewal certificates shall be furnished to Landlord at least annually thereafter, and at least thirty (30) days prior tothe expiration date of each policy for which a certificate was furnished (acceptable forms of such certificates for liability andproperty insurance, respectively, as of the date hereof, are attached as Exhibit H, however, other forms of certificates maysatisfy the requirements of this Section 8.8). In jurisdictions requiring mandatory participation in a monopolistic stateworkers’ compensation fund, the insurance certificate requirements for the coverage required for workers’ compensation willbe satisfied by a letter from the appropriate state agency confirming participation in accordance with statutoryrequirements. Such current participation letters required by this Section 8.8 shall be provided every six (6) months for theduration of this Lease. Failure by the Tenant to provide the certificates or letters required by this Section 8.8 shall not bedeemed to be a waiver of the requirements in this Section 8.8. 8.9Subtenants and Other Occupants Tenant shall require its subtenants and other occupants of the Premises to provide written documentation evidencing theobligation of such subtenant or other occupant to indemnify the Landlord Parties to the same extent that Tenant is required toindemnify the Landlord Parties pursuant to Section 8.1 above, and to maintain insurance that meets the requirements of thisArticle, and otherwise to comply with the requirements of this Article, provided that the terms of this Section 8.9 shall notrelieve Tenant of any of its obligations to comply with the requirements of this Article. Tenant shall require all suchsubtenants and occupants to supply certificates of insurance evidencing that the insurance requirements of this Article havebeen met and shall forward such certificates to Landlord on or before the earlier of (i) the date on which the subtenant orother occupant or any of their respective direct or indirect partners, officers, shareholders, directors, members, trustees,beneficiaries, servants, employees, principals, contractors, licensees, agents, invitees or representatives first enters thePremises or (ii) the commencement of the sublease. Tenant shall be responsible for identifying and remedying anydeficiencies in such certificates or policy provisions.Page 63191 Spring Street – Mimecast Lease 8.10No Violation of Building Policies Tenant shall not commit or permit any violation of the policies of fire, boiler, sprinkler, water damage or other insurancecovering the Complex and/or the fixtures, equipment and property therein carried by Landlord, or do or permit anything to bedone, or keep or permit anything to be kept, in the Premises, which in case of any of the foregoing (i) would result intermination of any such policies, (ii) would adversely affect Landlord’s right of recovery under any of such policies, or (iii)would result in reputable and independent insurance companies refusing to insure the Complex or the property of Landlord inamounts reasonably satisfactory to Landlord. 8.11Tenant to Pay Premium Increases If, because of anything done, caused or permitted to be done, or omitted by Tenant (or its subtenant or other occupants of thePremises), the rates for liability, fire, boiler, sprinkler, water damage or other insurance on the Complex or on the Site andequipment of Landlord or any other tenant or subtenant in the Building shall be higher than they otherwise would be, Tenantshall reimburse Landlord and/or the other tenants and subtenants in the Building for the additional insurance premiumsthereafter paid by Landlord or by any of the other tenants and subtenants in the Building which shall have been chargedbecause of the aforesaid reasons, such reimbursement to be made from time to time on Landlord’s demand. 8.12Landlord’s Insurance (A)Required insurance. Landlord shall maintain insurance against loss or damage with respect to the Building on an“all risk” type insurance form, with customary exceptions, subject to such deductibles and self‑insured retentions asLandlord may determine, in an amount equal to at least the replacement value of the Building. Landlord shall alsomaintain such insurance with respect to any improvements, alterations, and fixtures of Tenant located at thePremises to the extent paid for by Landlord. The cost of such insurance shall be treated as a part of Landlord’sOperating Expenses. Such insurance shall be maintained with an insurance company selected byLandlord. Payment for losses thereunder shall be made solely to Landlord. (B)Optional insurance. Landlord may maintain such additional insurance with respect to the Building and theComplex, including, without limitation, earthquake insurance, terrorism insurance, flood insurance, liabilityinsurance and/or rent insurance, as Landlord may in its sole discretion elect. Landlord may also maintain such otherinsurance as may from time to time be required by the holder of any mortgage on the Building or the Site. The costof all such additional insurance shall also be part of the Landlord’s Operating Expenses. (C)Blanket and self-insurance. Any or all of Landlord’s insurance may be provided by blanket coverage maintainedby Landlord or any affiliate of Landlord under its insurance program for its portfolio of properties, or by Landlordor any affiliate of Landlord under a program of self-insurance, and in such event Landlord’s Operating Expensesshall include the portion of the reasonable cost of blanket insurance or self-insurance that isPage 64191 Spring Street – Mimecast Lease allocated to the Building. Any deductibles and any such self-insured retentions shall be deemed to be “insurance”for purposes of the waiver in Section 8.13 below. (D)No obligation. Landlord shall not be obligated to insure, and shall not assume any liability of risk of loss for,Tenant’s Property, including any such property or work of Tenant’s subtenants or occupants. Landlord will alsohave no obligation to carry insurance against, nor be responsible for, any loss suffered by Tenant, subtenants orother occupants due to interruption of Tenant’s or any subtenant’s or occupant’s business. 8.13Waiver of Subrogation To the fullest extent permitted by law, the parties hereto waive and release any and all rights of recovery against the other,and agree not to seek to recover from the other or to make any claim against the other, and in the case of Landlord, against allTenant Parties, and in the case of Tenant, against all Landlord Parties, for any property loss or damage incurred by thewaiving/releasing party to the extent such property loss or damage is insured under any insurance policy required by thisLease or which would have been so insured had the party carried the insurance it was required to carry hereunder. Tenantshall obtain from its subtenants and other occupants of the Premises a similar waiver and release of claims against any or allof Tenant or Landlord. In addition, the parties hereto (and in the case of Tenant, its subtenants and other occupants of thePremises) shall procure an appropriate clause in, or endorsement on, any insurance policy required by this Lease pursuant towhich the insurance company waives subrogation to the extent rights have been waived by the insured prior to occurrence ofinjury or loss. The insurance policies required by this Lease shall contain no provision that would invalidate or restrict theparties’ waiver and release of the rights of recovery in this section. The parties hereto covenant that no insurer shall hold anyright of subrogation against the parties hereto by virtue of such insurance policy. 8.14Tenant’s Work During such times as Tenant is performing work or having work or services performed in or to the Premises, Tenant shallrequire its contractors, and their subcontractors of all tiers, to obtain and maintain commercial general liability, automobile,workers compensation, employer’s liability, builder’s risk, and equipment/property insurance in such amounts and on suchterms as are customarily required of such contractors and subcontractors on similar projects. The amounts and terms of allsuch insurance are subject to Landlord’s written approval, which approval shall not be unreasonably withheld. Thecommercial general liability and auto insurance carried by Tenant’s contractors and their subcontractors of all tiers pursuant tothis Section 8.14 shall name the Additional Insureds as additional insureds with respect to liability arising out of or related totheir work or service). Such insurance shall provide primary coverage without contribution from any other insurance carriedby or for the benefit of Landlord, Landlord’s managing agent, or other Additional Insureds. Such insurance shall also waiveany right of subrogation against each Additional Insured. Tenant shall obtain and submit to Landlord, prior to the earlier of(i) the entry onto the Premises by such contractors or subcontractors or (ii) commencement of the work or services,certificates of insurance evidencing compliance with the requirements of this Section 8.14.Page 65191 Spring Street – Mimecast Lease ARTICLE IXMiscellaneous9.1Waiver No waiver by Landlord of any condition of this Lease, nor any failure by Tenant to deliver any security deposit, letter ofcredit, pre-paid rent, financial information, guaranty or other item required upon the execution and delivery of this Lease,shall be construed as excusing satisfaction of any such condition or the delivery of any such item by Tenant, and Landlordreserves the right to declare the failure of Tenant to satisfy any such condition or deliver any such item an Event of Defaultunder this Lease. Further, no waiver at any time of any of the provisions hereof by Landlord or Tenant shall be construed asa waiver of any of the other provisions hereof, and a waiver at any time of any of the provisions hereof shall not be construedas a waiver at any subsequent time of the same provisions. The consent or approval of Landlord or Tenant to or of anyaction by the other requiring such consent or approval shall not be construed to waive or render unnecessary Landlord’s orTenant’s consent or approval to or of subsequent similar act by the other. No payment by Tenant, or acceptance by Landlord, of a lesser amount than shall be due from Tenant to Landlord shall betreated otherwise than as a payment on account. The acceptance by Landlord of a check for a lesser amount with anendorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full,shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies whichLandlord may have against Tenant. 9.2Cumulative Remedies Except as expressly provided in this Lease, the specific remedies to which Landlord and Tenant may resort under the terms ofthis Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which they maybe lawfully entitled to seek in case of any breach or threatened breach of any provisions of this Lease. In addition to the otherremedies provided in this Lease, Landlord shall be entitled to the restraint by injunction of the violation or attempted orthreatened violation of any of the covenants, conditions or provisions of this Lease or to seek specific performance of anysuch covenants, conditions or provisions, provided, however, the foregoing shall not be construed as a confession ofjudgment by Tenant. 9.3Quiet Enjoyment This Lease is subject and subordinate to all matters of record. Landlord agrees that, upon Tenant’s paying the Annual FixedRent, Additional Rent and other charges herein reserved, and performing and observing the covenants, conditions andagreements hereof upon the part of Tenant to be performed and observed, Tenant shall and may peaceably hold and enjoy thePremises during the term of this Lease (exclusive of any period during which Tenant is holding over after the termination orexpiration of this Lease without the consent of Landlord), without interruption or disturbance from Landlord or personsclaiming through or under Landlord, subject, however, to the terms of this Lease. This covenant shall be construed as runningwith the land to and against subsequent owners and successors in interest, and is not, nor shall it operatePage 66191 Spring Street – Mimecast Lease or be construed as, a personal covenant of Landlord, except to the extent of the Landlord’s interest in the Premises, and thiscovenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and upon suchsubsequent owners and successors in interest of Landlord’s interest under this Lease including ground or master lessees, tothe extent of their respective interests, as and when they shall acquire same and then only for so long as they shall retain suchinterest. Further, Tenant specifically agrees to look solely to Landlord’s then equity interest in the Building at the time owned, or inwhich Landlord holds an interest as ground lessee, for recovery of any judgment from Landlord; it being specifically agreedthat neither Landlord (original or successor), nor any partner in or of Landlord, nor any beneficiary of any trust of which anyperson holding Landlord’s interest is trustee, nor any member, manager, partner, director or stockholder, nor Landlord’smanaging agent, shall ever be personally liable for any such judgment, or for the payment of any monetary obligation toTenant. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant mightotherwise have to obtain injunctive relief against Landlord or Landlord’s successors in interest, or any action not involvingthe personal liability of Landlord (original or successor), any partner in or of Landlord, any successor trustee to the personsnamed herein as Landlord, or any beneficiary of any trust of which any person holding Landlord’s interest is trustee, or ofany manager, member, partner, director or stockholder of Landlord or of Landlord’s managing agent to respond in monetarydamages from Landlord’s assets other than Landlord’s equity interest aforesaid in the Building, but in no event shall Tenanthave the right to terminate or cancel this Lease or to withhold rent or to set-off any claim or damages against rent as a result ofany default by Landlord or breach by Landlord of its covenants or any warranties or promises hereunder, except in the caseof a wrongful eviction of Tenant from the Premises (constructive or actual) by Landlord continuing after notice to Landlordthereof and a reasonable opportunity for Landlord to cure the same and except as expressly set forth in Section 4.2(C) andSection 4.2(D) above. In no event shall Landlord ever be liable to Tenant for any indirect or consequential damages or lossof profits or the like. In the event that Landlord shall be determined to have acted unreasonably in withholding any consentor approval under this Lease, except in connection with a consent requested pursuant to Section 5.6 hereof, the sole recourseand remedy of the Tenant in respect thereof shall be to specifically enforce Landlord’s obligation to grant such consent orapproval, and in no event shall the Landlord be responsible for any damages of whatever nature in respect of its failure togive such consent or approval nor shall the same otherwise affect the obligations of the Tenant under this Lease or act as anytermination of this Lease. 9.4Notice to Mortgagee and Ground Lessor After receiving notice from any person, firm or other entity that it holds a mortgage which includes the Premises as part of themortgaged premises, or that it is the ground lessor under a lease with Landlord, as ground lessee, which includes the Premisesas a part of the demised premises, no notice from Tenant to Landlord shall be effective unless and until a copy of the same isgiven to such holder or ground lessor, and the curing of any of Landlord’s defaults by such holder or ground lessor within areasonable time thereafter (including a reasonable time to obtain possession of the premises if the mortgagee or ground lessorelects to do so) shall be treated as performance by Landlord. For the purposes of this Section 9.4 or Section 9.14, the term“mortgage” includes a mortgage on a leasehold interest of Landlord (but not one on Tenant’s leasehold interest).Page 67191 Spring Street – Mimecast Lease 9.5Assignment of Rents With reference to any assignment by Landlord of Landlord’s interest in this Lease, or the rents payable hereunder, conditionalin nature or otherwise, which assignment is made to the holder of a mortgage or ground lease on property which includes thePremises, Tenant agrees: (A)That the execution thereof by Landlord, and the acceptance thereof by the holder of such mortgage or the groundlessor, shall never be treated as an assumption by such holder or ground lessor of any of the obligations of Landlordhereunder, unless such holder, or ground lessor, shall, by notice sent to Tenant, specifically otherwise elect; and (B)That, except as aforesaid, such holder or ground lessor shall be treated as having assumed Landlord’s obligationshereunder only upon foreclosure of such holder’s mortgage and the taking of possession of the Premises, or, in thecase of a ground lessor, the assumption of Landlord’s position hereunder by such ground lessor. In no event shallthe acquisition of title to the Building and the land on which the same is located by a purchaser which,simultaneously therewith, leases the entire Building or such land back to the seller thereof be treated as anassumption, by operation of law or otherwise, of Landlord’s obligations hereunder, but Tenant shall look solely tosuch seller-lessee, and its successors from time to time in title, for performance of Landlord’s obligationshereunder. In any such event, this Lease shall be subject and subordinate to the lease to such purchaser providedthat such purchaser-lessor agrees to recognize the right of Tenant to use and occupy the Premises upon the paymentof rent and all other charges payable by Tenant under this Lease and the performance by Tenant of Tenant’sobligations under this Lease. For all purposes, such seller-lessee, and its successors in title, shall be the landlordhereunder unless and until Landlord’s position shall have been assumed by such purchaser-lessor. 9.6Surrender (A)No act or thing done by Landlord during the Lease Term shall be deemed an acceptance of a surrender of thePremises, and no agreement to accept such surrender shall be valid, unless in writing signed by Landlord. Noemployee of Landlord or of Landlord’s agents shall have any power to accept the keys of the Premises as anacceptance of a surrender of the Premises prior to the termination of this Lease; provided, however, that theforegoing shall not apply to the delivery of keys to Landlord or its agents in its (or their) capacity as managing agentor for purpose of emergency access. In any event, however, the delivery of keys to any employee of Landlord or ofLandlord’s agents shall not operate as a termination of the Lease or a surrender of the Premises. (B)Upon the expiration or earlier termination of the Lease Term, Tenant shall surrender the Premises to Landlord in thecondition as required by Sections 5.2 and 5.12, first removing all goods and effects of Tenant and completing suchother removals as may be permitted or required pursuant to Section 5.12.Page 68191 Spring Street – Mimecast Lease 9.7Brokerage (A)Tenant warrants and represents that Tenant has not dealt with any broker in connection with the consummation ofthis Lease other than the broker, person or firm, if any, designated in Section 1.1 hereof; and in the event any claimis made against the Landlord relative to dealings by Tenant with brokers other than the Brokers, if any, designatedin Section 1.1 hereof, Tenant shall defend the claim against Landlord with counsel of Tenant’s selection firstapproved by Landlord (which approval will not be unreasonably withheld) and save harmless and indemnifyLandlord on account of loss, cost or damage which may arise by reason of such claim. (B)Landlord warrants and represents that Landlord has not dealt with any broker in connection with the consummationof this Lease other than the broker, person or firm, if any, designated in Section 1.1 hereof; and in the event anyclaim is made against the Tenant relative to dealings by Landlord with brokers other than the Brokers, if any,designated in Section 1.1 hereof, Landlord shall defend the claim against Tenant with counsel of Landlord’sselection first approved by Tenant (which approval will not be unreasonably withheld) and save harmless andindemnify Tenant on account of loss, cost or damage which may arise by reason of such claim. Landlord agreesthat it shall be solely responsible for the payment of brokerage commissions to the Broker for the Original Term ofthis Lease, if any, designated in Section 1.1 hereof. 9.8Invalidity of Particular Provisions If any term or provision of this Lease, including but not limited to any waiver of contribution or claims, indemnity, obligation,or limitation of liability or of damages, or the application thereof to any person or circumstance shall, to any extent, be invalidor unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances otherthan those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of thisLease shall be valid and be enforced to the fullest extent permitted by law. 9.9Provisions Binding, Etc. The obligations of this Lease shall run with the land, and except as herein otherwise provided, the terms hereof shall bebinding upon and shall inure to the benefit of the successors and assigns, respectively, of Landlord and Tenant and, if Tenantshall be an individual, upon and to his heirs, executors, administrators, successors and assigns. Each term and each provisionof this Lease to be performed by Tenant shall be construed to be both a covenant and a condition. The reference contained tosuccessors and assigns of Tenant is not intended to constitute a consent to subletting or assignment by Tenant, but hasreference only to those instances in which Landlord may have later given consent to a particular assignment as required bythe provisions of Sections 5.6 through 5.6.6 hereof. 9.10Recording; Confidentiality Each of Landlord and Tenant agree not to record the within Lease, but each party hereto agrees, on the request of the other,to execute a so-called Notice of Lease in the form attached hereto as Exhibit M.Page 69191 Spring Street – Mimecast Lease Tenant agrees that this Lease and the terms contained herein will be treated as strictly confidential and except as required bylaw or the requirements of any securities exchange listing the stock of Tenant and/or Guarantor (or except with the writtenconsent of Landlord), Tenant shall not disclose the same to any third party except for Tenant’s advisors, brokers, partners,lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to bebound by the same; provided, Tenant and/or Guarantor shall be permitted at any time to disclose the terms of this Leasepublicly to the extent required in connection with any filing made by Tenant and/or Guarantor with the United StatesSecurities and Exchange Commission, which disclosure may require attaching a copy of this Lease to such filings. 9.11Notices Whenever, by the terms of this Lease, notice shall or may be given either to Landlord or to Tenant, such notice shall be inwriting and shall be sent by overnight commercial courier or by registered or certified mail postage or delivery chargesprepaid, as the case may be: If intended for Landlord, addressed to Landlord at the address set forth in Article I of this Lease (or to such otheraddress or addresses as may from time to time hereafter be designated by Landlord by like notice) with a copy toLandlord, Attention: Regional General Counsel. If intended for Tenant, addressed to Tenant at the address set forth in Article I of this Lease except that from andafter the Commencement Date, the attention parties to which notices are to be sent shall be the same, but the addressof Tenant shall be the Premises (or to such other address or addresses as may from time to time hereafter bedesignated by Tenant by like notice). Except as otherwise provided herein, all such notices shall be effective when received; provided, that (i) if receipt is refused,notice shall be effective upon the first occasion that such receipt is refused, (ii) if the notice is unable to be delivered due to achange of address of which no notice was given, notice shall be effective upon the date such delivery was attempted, (iii) ifthe notice address is a post office box number, notice shall be effective the day after such notice is sent as providedhereinabove or (iv) if the notice is to a foreign address, notice shall be effective two (2) days after such notice is sent asprovided hereinabove. Where provision is made for the attention of an individual or department, the notice shall be effective only if the wrapper inwhich such notice is sent is addressed to the attention of such individual or department. Any notice given by an attorney on behalf of Landlord or by Landlord’s managing agent shall be considered as given byLandlord and shall be fully effective. Any notice given by an attorney on behalf of Tenant shall be considered as given byTenant and shall be fully effective. Time is of the essence with respect to any and all notices and periods for giving notice or taking any action thereto under thisLease. Page 70191 Spring Street – Mimecast Lease 9.12When Lease Becomes Binding and Authority Employees or agents of Landlord have no authority to make or agree to make a lease or any other agreement or undertakingin connection herewith. The submission of this document for examination and negotiation does not constitute an offer tolease, or a reservation of, or option for, the Premises, and this document shall become effective and binding only upon theexecution and delivery hereof by both Landlord and Tenant. All negotiations, considerations, representations andunderstandings between Landlord and Tenant are incorporated herein and may be modified or altered only by writtenagreement between Landlord and Tenant, and no act or omission of any employee or agent of Landlord shall alter, change ormodify any of the provisions hereof. Landlord and Tenant hereby represent and warrant to the other that all necessary actionhas been taken to enter this Lease and that the person signing this Lease on behalf of Landlord and Tenant has been dulyauthorized to do so. 9.13Section Headings The titles of the Articles throughout this Lease are for convenience and reference only, and the words contained therein shallin no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of thisLease. 9.14Rights of Mortgagee This Lease shall be subject and subordinate to any mortgage now or hereafter on the Building or the Complex, and to eachadvance made or hereafter to be made under any mortgage, and to all renewals, modifications, consolidations, replacementsand extensions thereof and all substitutions therefor, provided, however, that in consideration of and as a condition precedentto Tenant’s agreement to subordinate this Lease with respect to mortgages hereafter placed on the Building or the Complexshall be the receipt by Tenant of a commercially reasonable subordination, non‑disturbance and attornment agreement (an“SNDA”) from and wherein the applicable mortgagee expressly recognizes the rights of Tenant under this Lease (includingthe right to use and occupy the Premises) upon the payment of rent and other charges payable by Tenant under this Lease andthe performance by Tenant of Tenant’s obligations hereunder. Tenant shall execute and deliver promptly such SNDA. TheSNDA shall be in the customary form required by such mortgagee as amended by such commercially reasonable changes asTenant may reasonably require. In the event that any mortgagee or its respective successor in title shall succeed to the interestof Landlord, then, this Lease shall nevertheless continue in full force and effect and Tenant shall and does hereby agree toattorn to such mortgagee or successor and to recognize such mortgagee or successor as its landlord. If any holder of amortgage which includes the Premises, executed and recorded prior to the date of this Lease, shall so elect, this Lease and therights of Tenant hereunder, shall be superior in right to the rights of such holder, with the same force and effect as if thisLease had been executed, delivered and recorded, or a statutory notice hereof recorded, prior to the execution, delivery andrecording of any such mortgage. The election of any such holder shall become effective upon either notice from such holderto Tenant in the same fashion as notices from Landlord to Tenant are to be given hereunder or by the recording in theappropriate registry or recorder’s office of an instrument in which such holder subordinates its rights under such mortgage tothis Lease. Page 71191 Spring Street – Mimecast Lease If in connection with obtaining financing a bank, insurance company, pension trust or other institutional lender shall requestreasonable modifications in this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay orcondition its consent thereto, provided that (i) such modifications do not materially increase the obligations of Tenanthereunder or materially adversely affect the leasehold interest hereby created or Tenant’s rights hereunder and (ii) Landlordshall be responsible for the payment of all reasonable costs incurred by Tenant in complying with such request such as, forexample, attorneys’ fees. 9.15Status Reports and Financial Statements Recognizing that the parties hereto may find it necessary to establish to third parties, such as accountants, banks, potential orexisting mortgagees, potential purchasers or the like, the then current status of performance hereunder, each party (the“Non‑Requesting Party”) on the request of the other party (the “Requesting Party”) made from time to time, will promptlyfurnish to the Requesting Party, addressed to any existing or potential holder of any mortgage encumbering the Premises, theBuildings, the Site and/or the Complex or any potential purchaser of the Premises, the Buildings, the Site and/or the Complex(each an “Interested Party”) a statement of the status of any reasonable matter pertaining to this Lease, including, withoutlimitation, acknowledgments that (or the extent to which) each party is in compliance with its obligations under the terms ofthis Lease; provided, however, that in the event that either party is requested to provide more than one (1) such statement inany twelve (12) month period, the Requesting Party shall be responsible for the payment of all reasonable costs incurred bythe Non-Requesting Party in providing such statements, including, without limitation, attorneys’ fees. In addition, if Guarantor is not a publicly‑traded entity with financial statements that are freely available to the public whichare certified to the governmental regulatory authorities, Tenant shall deliver to Landlord, or any Interested Party designatedby Landlord, financial statements of Guarantor, as reasonably requested by Landlord including, but not limited to, financialstatements for the past three (3) years. Any such status statement and non‑publicly available financial statement, which shall be certified by Tenant’s executives tothe same extent as publicly‑available financial statements of publicly‑traded entities, which are delivered pursuant to thisSection 9.15may be relied upon by any Interested Party. 9.16Self-Help (A)If Tenant shall at any time default in the performance of any obligation under this Lease (although notice and cureshall not be required either in an emergency or where Tenant has alleged in written notice to Landlord that anunsafe or dangerous condition exists), Landlord shall have the right, but shall not be obligated, to enter upon thePremises and to perform such obligation notwithstanding the fact that no specific provision for such substitutedperformance by Landlord is made in this Lease with respect to such default. In performing such obligation,Landlord may make any payment of money or perform any other act. All sums so paid by Landlord (together withinterest at the rate of two (2) percentage points over the then prevailing prime rate in Boston as set by Bank ofAmerica, N.A. or its successor, but in no event greater than the maximum rate permitted by applicable law) and allcosts and expenses in connection with the performance of anyPage 72191 Spring Street – Mimecast Lease such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlordimmediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights orreleasing Tenant from any of its obligations under this Lease. (B)If Landlord shall at any time be in default pursuant to the terms and conditions of this Lease attributable to its failureto perform any act which Landlord is obligated to perform under this Lease, and (except in the case of emergency)should such failure continue beyond applicable grace periods, Tenant may, but shall not be obligated so to do, afterten (10) business days’ written notice to and demand upon Landlord and Landlord’s mortgagee explicitly settingforth the basis for Tenant’s claim of default and specifying that Tenant intends to invoke Tenant’s rights under thisSection 9.16(B) (or in the case of emergency or imminent threat to the safety of occupants in the Premises uponsuch shorter notice to Landlord and Landlord’s mortgagee as may be reasonably practicable under thecircumstances) (“Tenant’s Self‑Help Notice”), and without waiving, or releasing Landlord from, any obligations ofLandlord in this Lease contained, perform such act which Landlord is obligated to perform under this Lease in suchmanner and to such extent as may be reasonably necessary. Notwithstanding the foregoing, Tenant’s rights underthis Section 9.16(B) shall not apply to any service, maintenance or repair which (a) requires work outside of thePremises (except for components of systems which may be located outside of the Premises but which exclusivelyserve the Premises, provided that Tenant’s exercise of its rights under this Section 9.16(B) will in no way affectLandlord’s operation of the Building or other tenants or occupants of the Building), or (b) might adversely affectother tenants or occupants of the Building or the Complex. All sums reasonably so incurred and paid by Tenantand all reasonable and necessary costs and expenses of Tenant incidental to Tenant’s proper exercise of self‑helprights pursuant to this Section 9.16(B), together with interest thereon at the annual rate equal to two (2) percentagepoints over the then prevailing prime rate in Boston as set by Bank of America, N.A. or its successor (but in noevent greater than the maximum rate permitted by applicable law), from the date of the making of such expendituresby Tenant, shall be payable to the Tenant within thirty (30) days of Tenant’s furnishing Landlord an invoicetherefor, accompanied by reasonable substantiation, and Landlord covenants to pay any such sum or sums withinterest as aforesaid if not timely paid. If Landlord fails to reimburse Tenant for the sums paid by Tenant withinthirty (30) days of Tenant’s invoice (together with supporting documentation), and Landlord has not, within ten (10)business days of its receipt of such invoice, given written notice to Tenant objecting to such demand and stating thatLandlord has filed suit in a court of competent jurisdiction to determine whether or not Tenant had validly exercisedits self-help right hereunder (or if Landlord has timely disputed Tenant’s invoice, has filed suit and has thereafterfailed to pay Tenant the amount of any final, unappealable award against Landlord within thirty (30) days after theissuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amountof such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Leaseuntil offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment ofAnnual Fixed Rent by more than fifteen percent (15%) of the amount of Annual Fixed Rent which would otherwisehave been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over theremainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimbursePage 73191 Spring Street – Mimecast Lease Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductionsfrom each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainderof the Lease Term. 9.17Holding Over (A)Any holding over by Tenant after the expiration of the term of this Lease shall be treated as a tenancy at sufferanceand shall be on the terms and conditions as set forth in this Lease, as far as applicable except that Tenant shall payas a use and occupancy charge (calculated on a daily basis) an amount equal to the greater of (y) (i) for the first two(2) months of any such holdover, an amount equal to 125% of the sum of the Annual Fixed Rent and AdditionalRent (including Operating Expense Excess and Tax Excess) calculated (on a daily basis) at the highest rate payableunder the terms of this Lease, (ii) during the third (3rd) month of any such holdover, an amount equal to 175% ofthe Annual Fixed Rent and Additional Rent (including Operating Expense Excess and Tax Excess) calculated (on adaily basis) at the highest rate payable under the terms of this Lease, and (iii) during the fourth (4th) and eachsubsequent month thereafter of any such holdover an amount equal to 200% of the Annual Fixed Rent andAdditional Rent (including Operating Expense Excess and Tax Excess) calculated (on a daily basis) at the highestrate payable under the terms of this Lease, or (z) the fair market rental value of the Premises as of the applicablemonth of Tenant’s holding over in the Premises; in each case for the period measured from the day on whichTenant’s hold-over commences and terminating on the day on which Tenant vacates the Premises. (B)In addition, Tenant shall save Landlord, its agents and employees harmless and will exonerate, defend andindemnify Landlord, its agents and employees from and against any and all damages which Landlord may suffer onaccount of Tenant’s hold‑over in the Premises after the expiration or prior termination of the Term of this Lease;provided, however, Tenant shall not be liable for indirect or consequential damages suffered by Landlord onaccount of any such holding over by Tenant during the first ninety (90) days of any holding over by Tenant. (C)Nothing in the foregoing nor any other term or provision of this Lease shall be deemed to permit Tenant to retainpossession of the Premises or hold over in the Premises after the expiration or earlier termination of the LeaseTerm. All property which remains in the Building or the Premises after the expiration or termination of this Leaseshall be conclusively deemed to be abandoned and may either be retained by Landlord as its property or sold orotherwise disposed of in such manner as Landlord may see fit. If any part thereof shall be sold, then Landlord mayreceive the proceeds of such sale and apply the same, at its option against the expenses of the sale, the cost ofmoving and storage, any arrears of rent or other charges payable hereunder by Tenant to Landlord and any damagesto which Landlord may be entitled under this Lease and at law and in equity.Page 74191 Spring Street – Mimecast Lease 9.18Letter of Credit (A)Not later than seven (7) days following the execution and delivery of this Lease by Tenant and Landlord, Tenantshall pay to Landlord a security deposit in the amount of One Million Three Hundred Forty-Three Thousand FiveHundred Thirty-Five and 00/100 ($1,343,535.00) and Landlord shall hold the same, throughout the Term of thisLease (including the Extended Term, if applicable), unless sooner returned to Tenant as provided in this Section9.18, as security for the performance by Tenant of all obligations on the part of Tenant to be performed under thisLease. Such deposit shall be in the form of an irrevocable, unconditional, negotiable letter of credit (the “Letter ofCredit”). The Letter of Credit shall (i) be issued by and drawn on a bank reasonably approved by Landlord and at aminimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or acomparable rating from Moody’s Professional Rating Service, (ii) be substantially in the form attached hereto asExhibit G, (iii) permit one or more draws thereunder to be made accompanied only by certification by Landlord orLandlord’s managing agent that pursuant to the terms of this Lease, Landlord is entitled to draw upon such Letter ofCredit, (iv) permit transfers at any time without charge, (v) permit presentment in Boston, Massachusetts and (vi)provide that any notices to Landlord be sent to the notice address provided for Landlord in this Lease. If the creditrating for the issuer of such Letter of Credit falls below the standard set forth in (1) above or if the financialcondition of such issuer changes in any other material adverse way or if any trustee, receiver or liquidator shall beappointed for the issuer, Landlord shall have the right to require that Tenant provide a substitute letter of credit thatcomplies in all respects with the requirements of this Section, and Tenant’s failure to provide the same within thirty(30) days following Landlord’s written demand therefor shall entitle Landlord to immediately draw upon Letter ofCredit. Any such Letter of Credit shall be for a term of two (2) years (or for one (1) year if the issuer thereofregularly and customarily only issues letters of credit for a maximum term of one (1) year) and shall in either caseprovide for automatic renewals through the date which is ninety (90) days subsequent to the scheduled expiration ofthis Lease (as the same may be extended). Any failure or refusal of the issuer to honor the Letter of Credit shall beat Tenant’s sole risk and shall not relieve Tenant of its obligations hereunder with regard to the securitydeposit. Upon the occurrence of any Event of Default, Landlord shall have the right from time to time withoutprejudice to any other remedy Landlord may have on account thereof, to draw on all or any portion of such depositheld as a Letter of Credit and to apply the proceeds of such Letter of Credit or any cash held as such deposit, or anypart thereof, to Landlord’s damages arising from such Event of Default under the terms of this Lease. If Landlordso applies all or any portion of such deposit, Tenant shall within ten (10) days after notice from Landlord depositcash with Landlord in an amount sufficient to restore such deposit to the full amount stated in this Section9.18. While Landlord holds any cash deposit Landlord shall have no obligation to pay interest on the same andshall have the right to commingle the same with Landlord’s other funds. Neither the holder of a mortgage nor theLandlord in a ground lease on property which includes the Premises shall ever be responsible to Tenant for thereturn or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unlesssuch deposit shall have been received in hand by such holder or ground Landlord. Page 75191 Spring Street – Mimecast Lease (B) (1)If Tenant satisfies the First Reduction Conditions as of the First Reduction Review Date, as such terms arehereinafter defined, then, upon written request of Tenant, the amount of the Letter of Credit shall bereduced by $335,884.00 (the “First Reduction Amount”). If, after having satisfied the First ReductionConditions, Tenant subsequently satisfies the Second Reduction Conditions as of the Second ReductionReview Date, as such terms are hereinafter defined, then, upon written request of Tenant, the amount ofthe Letter of Credit shall be reduced by $335,884.00 (the “Second Reduction Amount”). In no event shallthe Letter of Credit amount required under this Lease ever be less than $671,767.00. (2)Tenant shall be deemed to have satisfied the “First Reduction Conditions” if, as of the fifth (5th)anniversary of the Commencement Date (the “First Reduction Review Date”), all of the following shall betrue as of such date: (i) no monetary or material non-monetary Event of Default by Tenant is in existenceand continuing, and (ii) during the entirety of the period (“First Review Period”) consisting of the two (2)consecutive Fiscal Years immediately preceding the First Reduction Review Date, Tenant has TotalRevenues, as hereinafter defined, of at least Two Hundred Fifty Million and 00/100 Dollars($250,000,000.), and Positive Net Income, as hereinafter defined, as evidenced by the Audited FinancialStatements of Tenant delivered to Landlord. If Landlord refuses to recognize that Tenant has achievedthe First Reduction Conditions based upon Tenant’s failure to be in full compliance with its obligationsunder the Lease, then Landlord shall promptly so advise Tenant in writing, and if Tenant shall thereaftercure such non-compliance, then Landlord shall reduce the Letter of Credit by the First Reduction Amountif, on the date that Tenant cures such non-compliance, all of the First Reduction Conditions are thesatisfied. (3)Tenant shall be deemed to have satisfied the “Second Reduction Conditions” if, as of the seventh (7th)anniversary of the Commencement Date (the “Second Reduction Review Date”), all of the following shallbe true as of such date: (i) no monetary or material non-monetary Event of Default by Tenant is inexistence and continuing, and (ii) during the entirety of the period (“Second Review Period”) consisting ofthe two (2) consecutive Fiscal Years immediately preceding the Second Reduction Review Date, Tenanthas Total Revenues, as hereinafter defined, of at least Two Hundred Fifty Million and 00/100 Dollars($250,000,000.) and Positive Net Income, as evidenced by the Audited Financial Statements of Tenantdelivered to Landlord. If Landlord refuses to recognize that Tenant has achieved the Second ReductionConditions based upon Tenant’s failure to be in full compliance with its obligations under the Lease, thenLandlord shall promptly so advise Tenant in writing, and if Tenant shall thereafter cure such non-compliance, then Landlord shall reduce the Letter of Credit by the Second Reduction Amount if, on thedate that Tenant cures such non-compliance, all of the Second Reduction Conditions are the satisfied. (4)After Tenant has satisfied the First Reduction Conditions or the Second Reduction Conditions, as the casemay be, Landlord shall, at Tenant’s election and within ten (10) business days after Landlord’s receipt ofwritten request from Tenant, effect the return of the First Reduction Amount or the Second ReductionAmount byPage 76191 Spring Street – Mimecast Lease either accepting an amendment to the Letter of Credit which Landlord is then holding (which amendmentshall be in form and substance reasonably acceptable to Landlord) or by exchanging the Letter of Creditwhich Landlord is then holding for a substitute Letter of Credit complying with the requirements ofSection 9.18(A) in the appropriate amount. In no event shall the Letter of Credit have automatic reductionprovisions. (5)“Fiscal Year” shall be defined as Tenant’s fiscal year for accounting purposes. “Audited FinancialStatement” shall be defined as Tenant’s audited financial statements for the Fiscal Years in questionprepared by Tenant’s auditor, who shall be a major national independent certified accounting firm. “TotalRevenues” shall be defined as total gross revenues in accordance with GAAP, as disclosed in Tenant’sAudited Financial Statement. “Positive Net Income” shall mean positive net income determined inaccordance with generally accepted accounting principles consistently applied and adjusted for thefollowing (1) non cash stock compensation (2) depreciation and amortization and (3) non cash foreignexchange gains or losses. (C)Tenant not then being in monetary or material non‑monetary default and having performed all of its obligationsunder this Lease, including the payment of all Annual Fixed Rent, Landlord shall promptly return the deposit, or somuch thereof as shall not have theretofore been designated for application in accordance with the terms of thisSection 9.18 to the cure of any Event of Default, to Tenant within thirty (30) days after the expiration or earliertermination of the term of this Lease (as the same may have been extended) and surrender of possession of thePremises by Tenant to Landlord in the condition required in the Lease at such time. 9.19Late Payment If Landlord shall not have received any payment or installment of Annual Fixed Rent or Additional Rent (the “OutstandingAmount”) on or before the date on which the same first becomes payable under this Lease (the “Due Date”), the amount ofsuch payment or installment shall incur a late charge equal to the sum of: (a) five percent (5%) of the Outstanding Amount foradministration and bookkeeping costs associated with the late payment and (b) interest on the Outstanding Amount from theDue Date through and including the date such payment or installment is received by Landlord, at a rate equal to the lesser of(i) the rate announced by Bank of America, N.A. (or its successor) from time to time as its prime or base rate (or if such rateis no longer available, a comparable rate reasonably selected by Landlord), plus two percent (2%), or (ii) the maximumapplicable legal rate, if any. However, not more than once per calendar year, the aforesaid late charge will not be imposeduntil five (5) days after written notice of such delinquency is given to Tenant, in which case the aforesaid late charge shall bedue only if such delinquency fails to be cured within such five (5) day period. Additionally, in the case where Tenant isentitled to such additional five (5) day cure period after notice, as provided above, interest on the Outstanding Amount shallnot begin to accrue until the day following such five (5) day cure period so long as Landlord receives such payment fromTenant within the five (5) day cure period after notice to Tenant of such nonpayment. Such late charge and interest shall bedeemed Additional Rent and shall be paid by Tenant to Landlord upon demand. Page 77191 Spring Street – Mimecast Lease 9.20Tenant’s Payments Each and every payment and expenditure, other than Annual Fixed Rent, shall be deemed to be Additional Rent hereunder,whether or not the provisions requiring payment of such amounts specifically so state, and shall be payable, unless otherwiseprovided in this Lease, within thirty (30) days after written demand by Landlord, and in the case of the non-payment of anysuch amount, Landlord shall have, in addition to all of its other rights and remedies, all the rights and remedies available toLandlord hereunder or by law in the case of non-payment of Annual Fixed Rent. Unless expressly otherwise provided in thisLease, the performance and observance by Tenant of all the terms, covenants and conditions of this Lease to be performedand observed by Tenant shall be at Tenant’s sole cost and expense. If Tenant has not objected to any statement of AdditionalRent which is rendered by Landlord to Tenant within one hundred fifty (150) days after Landlord has rendered the same toTenant, then the same shall be deemed to be a final account between Landlord and Tenant not subject to any furtherdispute. In the event that Tenant shall seek Landlord’s consent or approval under this Lease, then Tenant shall reimburseLandlord, upon demand, as Additional Rent, for all reasonable costs and expenses, including legal and architectural costs andexpenses, incurred by Landlord in processing such request, whether or not such consent or approval shall begiven. Notwithstanding anything in this Lease to the contrary, if Landlord or any affiliate of Landlord has elected to qualifyas a real estate investment trust (“REIT”), any service required or permitted to be performed by Landlord pursuant to thisLease, the charge or cost of which may be treated as impermissible tenant service income under the laws governing a REIT,may be performed by a taxable REIT subsidiary that is affiliated with either Landlord or Landlord’s property manager, anindependent contractor of Landlord or Landlord’s property manager (the “Service Provider”). If Tenant is subject to a chargeunder this Lease for any such service, then, at Landlord’s direction, Tenant will pay such charge either to Landlord for furtherpayment to the Service Provider or directly to the Service Provider, and, in either case, (i) Landlord will credit such paymentagainst Additional Rent due from Tenant under this Lease for such service, and (ii) such payment to the Service Provider willnot relieve Landlord from any obligation under the Lease concerning the provisions of such service. 9.21Guaranty Simultaneously with the execution of this Lease and as a material inducement for Landlord to enter into this Lease,Guarantor, having an address of CityPoint, One Ropemaker Street, Moorgate, London, United Kingdom EC2Y 9AW, shallexecute and deliver a guaranty (the “Tenant Guaranty”) in the form attached hereto as Exhibit P attached hereto andincorporated herein, guaranteeing the performance of all of Tenant’s covenants, obligations and agreements under thisLease. During the Lease Term, and any extensions or renewals thereof, the Tenant Guaranty shall remain in full force andeffect and Landlord shall hold the Tenant Guaranty as security for the performance of Tenant’s obligations under thisLease. Guarantor shall execute any reaffirmations of the Tenant Guaranty from time to time requested by Landlord. 9.22Waiver of Trial by Jury To induce Landlord to enter into this Lease, Tenant hereby waives any right to trial by jury in any action, proceeding orcounterclaim brought by either Landlord or Tenant on any matters whatsoever arising out of or any way connected with thisLease, the relationship of the LandlordPage 78191 Spring Street – Mimecast Lease and the Tenant, the Tenant’s use or occupancy of the Premises and/or any claim of injury or damage, including but notlimited to, any summary process eviction action. 9.23Electronic Signatures The parties acknowledge and agree that this Lease may be executed by electronic signature, which shall be considered as anoriginal signature for all purposes and shall have the same force and effect as an original signature. Without limitation,“electronic signature” shall include faxed versions of an original signature or electronically scanned and transmitted versions(e.g., via pdf) of an original signature. 9.24Governing Law This Lease shall be governed exclusively by the provisions hereof and by the law of the Commonwealth of Massachusetts, asthe same may from time to time exist.ARTICLE XTenant Signage10.1Definitions The following terms have the meanings herein set forth for all purposes under this Lease, and capitalized terms used in thefollowing definitions which are not elsewhere defined in this Lease are defined in this Section 10.1: (A)“Building Signage” means one (1) non-exclusive (except as otherwise expressly provided in this Section 10.1)identification sign with Tenant’s name and logo on the exterior façade of the Building facing US‑95, in theapproximate area shown on Exhibit I‑1, which Building Signage may, subject to applicable Legal Requirementsand Tenant first obtaining all applicable governmental permits and approvals, including, without limitation, ifrequired, any permits required by the Town of Lexington Division of Building Inspection, be illuminated. (B)“Monument Signage” means one (1) non-exclusive listing with Tenant’s name and logo on the exterior monumentsign to be installed by Landlord at the entrance to the Complex (the “Monument”) subject to Landlord’s obtainingall necessary permits and approvals (including any special permits) required to install such Monument, in theapproximate area shown on Exhibit I‑2. (C)“Entrance Signage” means one (1) non-exclusive sign with Tenant’s name and logo to be located on the exteriorfaçade of the third floor entrance to the Building, in the approximate area shown on Exhibit I-3, which EntranceSignage may, subject to applicable Legal Requirements and Tenant first obtaining all applicable governmentalpermits and approvals, including, without limitation, if required, any permits required by the Town of LexingtonDivision of Building Inspection, be illuminated. Page 79191 Spring Street – Mimecast Lease (D)“Directional Signage” means one (1) non-illuminated, non-exclusive sign with Tenant’s name and an arrowdirecting traffic to the Tenant’s exclusive third floor entrance to the Building to be located in an area reasonablyapproved by Landlord at the fork in the private subdivision road on the Entire Property. (E)“Lawn Signage” means one (1) non-exclusive identification sign with Tenant’s name and logo to be located in anarea reasonably approved by Landlord on the landscaped area of the Site facing US‑95, which Lawn Signage may,subject to applicable Legal Requirements and Tenant first obtaining all applicable governmental permits andapprovals, including, without limitation, if required, any permits required by the Town of Lexington Division ofBuilding Inspection, be illuminated. (F)“Permitted Logo” means an entity mark or trade mark commonly used by a member of the Tenant Group andwhich, in Landlord’s reasonable discretion, is consistent with the signage standards of a first class office building inthe Market Area. (G)“Permitted Names” means the entity name or trade name of a member of the Tenant Group and which, inLandlord’s reasonable discretion, is consistent with the signage standards of a first class office building in theMarket Area. (H)“Signage Appearance Standards” means that the finished appearance, taking into account the applicable SignageFactors, (i) shall be of high quality and have a tasteful presentation which is aesthetically compatible andharmonious with the architectural elements of the Building and the Complex and (ii) shall not interfere withLandlord’s ability to use, operate, maintain and manage the Building and the Complex in a first-class manner similarto other office buildings in similar locations, with similar types of tenants. (I)“Signage Factors” means the design, size, materials, quality, method of attachment, coloring and location of thesignage. (J)“Signage Occupancy Condition(s)” means as follows: (1) one or more members of the Tenant Group shall occupyat least 23,000 square feet of Rentable Floor Area in the Building; and (2) the Original Tenant has not assigned thisLease (except for an assignment to a Permitted Transferee under Section 5.6.4 above). (K)“Tenant Group” means the Tenant entity originally named in this Lease, Mimecast North America, Inc. (the“Original Tenant”) and any entity to whom this Lease may be assigned or the Premises may be sublet underSection 5.6.4 above without Landlord’s consent so long as such Permitted Transferee is of a character andreputation consistent with the standards of a first class office building in the Market Area (it being understood andagreed that any and all other assignees or subtenants shall not be considered to be a part of the Tenant Group for thepurposes hereof). (L)“Tenant’s Signage” means that the Building Signage, the Monument Signage, the Entrance Signage, the DirectionalSign and the Lawn Signage. Page 80191 Spring Street – Mimecast Lease 10.2Signage (A)Landlord shall provide and install, at Landlord’s expense, letters or numerals on the main entrance door to thePremises to identify Tenant’s name and Building address; all such letters and numerals shall be in the buildingstandard graphics and no others shall be used or permitted on the Premises. Landlord shall, during the Term of thisLease, provide Tenant with a listing of Tenant’s name on all tenant directories in the Building and, at Tenant’srequest, the name of Tenant’s subtenants. The initial listing of Tenant’s name shall be at Landlord’s cost andexpense. Any changes, replacements or additions by Tenant to such directory shall be at Tenant’s sole cost andexpense. In addition, Tenant shall have the right, at its sole cost and expense and subject to Landlord’s right toreasonably approve all graphics, to install letters or numerals on all other entrance doors to the Premises to identifyTenant’s name and Building address and that of its subtenants. (B)Provided that the Tenant Group shall continuously meet the Signage Occupancy Conditions applicable to theMonument Signage and subject to the provisions of this Lease, Tenant shall have the non-exclusive right to have itsMonument Signage on the Monument substantially in accordance with the conceptual plan attached hereto asExhibit I‑2. The initial listing of Tenant’s name and logo on the Monument shall be at Landlord’s cost andexpense; provided, however, any changes, replacements or additions to the Monument Signage after initialinstallation requested by Tenant shall be done at Tenant’s sole cost and expense and shall be subject to Landlord’sapproval in Landlord’s reasonable discretion (so long as such changes, replacements or additions are consistent withExhibit I-2). (C)Provided that the Tenant Group shall continuously meet the Signage Occupancy Conditions applicable to theBuilding Signage and subject to the provisions of this Lease, Tenant shall have the right, at its sole cost andexpense, to design and install the Building Signage, subject to applicable zoning requirements and other applicableLegal Requirements and to Tenant obtaining all necessary permits and approvals therefor, including, withoutlimitation, if required, any special permit required by the Town of Lexington Division of Building Inspection(Landlord hereby agreeing to reasonably cooperate with Tenant, at no cost or expense to Landlord, in Tenant’sobtaining of such permits and approvals). Tenant’s right to Building Signage shall be non-exclusive with respect totenants or occupants of the Building, provided, however, if during the Term of this Lease Tenant directly leases atleast 96,000 square feet of Rentable Floor Area in the Building (the “Exclusivity Threshold”), then Tenant’s right tothe Building Signage will thereafter become exclusive as to any future tenants or occupants of the Building underleases executed after the date Tenant first satisfies the Exclusivity Threshold and Landlord shall not thereafter grantor permit any such future tenants or occupants of the Building the right to maintain exterior signage on the façade ofthe Building. For the avoidance of doubt, Tenant’s right to exclusive Building Signage on the exterior façade willnot apply to tenants and occupants under leases executed prior to (and Landlord will not have any obligation toremove any exterior signage installed by tenants or occupants of the Building prior to) the date that Tenant satisfiesthe Exclusivity Threshold. (D)Provided that the Tenant Group shall continuously meet the Signage Occupancy Conditions applicable to theEntrance Signage and subject to the provisions of this Lease,Page 81191 Spring Street – Mimecast Lease Tenant shall have the exclusive right, at its sole cost and expense, to design and install the Entrance Signagesubstantially in accordance with and in the location shown on Exhibit I‑3, subject to applicable zoningrequirements and other applicable Legal Requirements and to Tenant obtaining all necessary permits and approvalstherefor, including, without limitation, if required, any special permit required by the Town of Lexington Divisionof Building Inspection (Landlord hereby agreeing to reasonably cooperate with Tenant, at no cost or expense toLandlord, in Tenant’s obtaining of such permits and approvals). Tenant’s Entrance Signage, together with anychanges or replacements to the Entrance Signage shall be at Tenant’s sole cost and expense and shall be subject toLandlord’s approval (in Landlord’s commercially reasonable discretion so long as such Entrance Signage and anychanges or replacements thereto are consistent with the Signage Appearance Standards). (E)Provided that the Tenant Group shall continuously meet the Signage Occupancy Conditions applicable to theDirectional Signage and subject to the provisions of this Lease, Tenant shall have the non-exclusive right to havethe Directional Signage installed at the Site, subject to applicable zoning requirements and other applicable LegalRequirements and to Tenant obtaining all necessary permits and approvals therefor, including, without limitation, ifrequired, any special permit required by the Town of Lexington Division of Building Inspection (Landlord herebyagreeing to reasonably cooperate with Tenant, at no cost or expense to Landlord, in Tenant’s obtaining of suchpermits and approvals). Tenant’s Directional Signage, together with any changes or replacements to the DirectionalSignage shall be at Tenant’s sole cost and expense and shall be subject to Landlord’s approval (in Landlord’scommercially reasonable discretion so long as such Directional Signage and any changes or replacements theretoare consistent with the Signage Appearance Standards) and Landlord may require Tenant’s Directional Signage beconsistent with the size, style, design and/or brand of other multi-tenant pylon signs at the Complex. (F)Provided that the Tenant Group shall continuously meet the Signage Occupancy Conditions applicable to the LawnSignage and subject to the provisions of this Lease, Tenant shall have the non-exclusive right to have the LawnSignage installed at the Site, subject to applicable zoning requirements and other applicable Legal Requirements andto Tenant obtaining all necessary permits and approvals therefor, including, without limitation, if required, anyspecial permit required by the Town of Lexington Division of Building Inspection (Landlord hereby agreeing toreasonably cooperate with Tenant, at no cost or expense to Landlord, in Tenant’s obtaining of such permits andapprovals). The Lawn Signage, together with any changes or replacements to the Lawn Signage shall be atTenant’s sole cost and expense and shall be subject to Landlord’s approval (in Landlord’s commercially reasonablediscretion so long as such Lawn Signage and any changes or replacements thereto are consistent with the SignageAppearance Standards). (G)Tenant’s Signage shall satisfy, as determined by Landlord in Landlord’s reasonable discretion, the SignageAppearance Standards in all respects, except that Landlord hereby approves the signs shown on Exhibits I-1, I-2and I-3 attached hereto (and shall otherwise not be unreasonably withheld, conditioned or delayed with respect toany proposed signage that is consistent in size, design and location with the signage shown on Exhibits I-1, I-2 andI-3).Page 82191 Spring Street – Mimecast Lease (H)Except as set forth in Section 10.2(A), the installation and maintenance of Tenant’s Building Signage shall be at thesole cost and expense of Tenant. Landlord shall not be liable or responsible to Tenant for any damage to Tenant’sSignage; provided, however, that Landlord, at Tenant’s sole cost and expense, shall maintain the Tenant’s Signageand repair any damage to Tenant’s Signage. Tenant agrees to pay Landlord as Additional Rent the actual andreasonable cost of any such maintenance and repairs within thirty (30) days after delivery by Landlord of a billtherefor. Landlord’s right to approve the Tenant Signage includes the right to approve all of the Signage Factors ofthe Tenant Signage. (I)The rights provided to Tenant under this Section 10.2 are personal to the Original Tenant and may not betransferred or assigned to any entity that is not a member of the Tenant Group and in no event shall any subtenantbe granted any of the signage rights set forth in this Section 10.2 (except for a Permitted Transferee under Section5.6.4 to the extent such subtenant is permitted to be included in the Tenant Group pursuant to the terms of Section10.1(K) above). Original Tenant may, at its sole cost and expense, change the Permitted Name and/or relatedPermitted Logo of Tenant’s Signage from time to time with Landlord’s prior consent to another Permitted Name orPermitted Logo, which shall not be unreasonably withheld, delayed or conditioned, to another Permitted Nameand/or related Permitted Logo, provided Tenant repairs any damage to the Building as a result thereof. (J)Notwithstanding the foregoing provisions of this Section 10.2 to the contrary, within ninety (90) days after the firstto occur (if either) of (x) the date on which the Term of this Lease is terminated due to a Tenant default pursuant tothe terms and provisions of this Lease, and (y) such time as the Signage Occupancy Conditions are no longersatisfied, then Tenant shall, at its cost and expense, remove the Building Signage and restore all damage to theBuilding caused by the installation and/or removal of such Building Signage. Such removal and restoration shall beperformed in accordance with the terms and conditions governing alterations pursuant to Section 5.12. (K)If at any time during the Term, one or more members of the Tenant Group shall not fulfill the Signage OccupancyConditions for the applicable signage granted under this Article X or the Term of this Lease is terminated due to aTenant default pursuant to the terms and provisions of this Lease, Landlord may, by notice to Tenant, direct Tenantto remove the Tenant’s Signage and to effect such repairs as shall be necessary to the affected areas of the Building,the Site or the Complex to restore such areas to the condition thereof prior to the installation of the applicableTenant’s Signage, reasonable wear and tear excepted. Any such removal and restoration shall be at Tenant’s solecost and expense and completed within ninety (90) days after the date of Landlord’s removal notice. (L)Upon the expiration or earlier termination of this Lease, Tenant shall remove all (and at any time prior theretoTenant may remove any) of Tenant’s Signage at Tenant’s sole cost and expense (exclusive of any main lobbydirectory sign listings of Tenant which shall be removed by Landlord) and shall, at Tenant’s sole cost and expense,restore any damage to the Building caused by such removal. Page 83191 Spring Street – Mimecast Lease (M)If necessary or advisable in connection with maintenance, repairs or construction, Landlord may, at Tenant’s costand expense, temporarily cover or remove Tenant’s Signage for the reasonable duration of the subject work.ARTICLE XIExpansion Option11.1Expansion Option On the conditions (which conditions Landlord may waive, at its election, by written notice to Tenant at any time) that both atthe time that Tenant exercises its expansion option under this Section 11.1 and as of the date upon which the ExpansionPremises, as hereinafter defined, would have otherwise become incorporated into the Premises: (i) there exists no monetary ormaterial non‑monetary Event of Default and there have been no more than two (2) monetary or material non‑monetaryEvents of Default during the Term, (ii) this Lease is still in full force and effect, and (iii) Tenant has neither assigned thisLease nor sublet more than thirty-three percent (33%) of the Rentable Floor Area of the Premises (except for an assignmentor subletting permitted without Landlord’s consent under Section 5.6.4 hereof), Tenant shall have the option to expand thePremises to include additional space in the Building in an area and configuration to be designated by Landlord in Landlord’ssole discretion so long as such area contains not less than 15,000 nor more than 25,000 square feet of Rentable Floor Area (asso designated by Landlord, the “Expansion Premises”) for a term commencing on a date designated by Landlord and fallingduring the period between the 48th and 78th full calendar months of the Original Lease Term following the CommencementDate (the “Expansion Premises Delivery Window”). The Expansion Premises shall be located on the fourth (4th) floor of theBuilding, except that, if Tenant did not exercise the adjustment option under Section 2.1.1 of this Lease, then the ExpansionPremises may, at Landlord’s option, be located on the second (2nd) floor of the Building. For purposes hereof, Landlord andTenant agree that the fourth (4th) floor of the Building consists of 47,950 square feet of Rentable Floor Area. (A)Exercise of Rights to Expansion Premises. Tenant may exercise its option to lease the Expansion Premises bygiving written notice (“Expansion Request Notice”) to Landlord not later than the last day of the 42nd full calendarmonth of the Original Lease Term following the Commencement Date (the “Expansion Request Date”) that Tenantis interested in exercising its expansion option for the Expansion Premises and requesting that Landlord identify thesize and location in the Building of the proposed Expansion Premises and the estimated delivery date for theExpansion Premises. If Tenant fails timely to deliver an Expansion Request Notice by the Expansion RequestDate, time being of the essence of this Section 11.1, Tenant shall be deemed to have waived Tenant’s rights underthis Section 11.1 and Tenant shall have no further right to lease any Expansion Premises. Upon the timely giving ofa Expansion Request Notice, Landlord shall, within ten (10) business days after receipt thereof, deliver writtennotice to Tenant (the “Landlord’s Expansion Response”) which sets forth the location and rentable square footageof the Expansion Premises and the anticipated commencement date (the “Anticipated Expansion Inclusion Date”)for the Expansion Premises which Anticipated Expansion Inclusion Date shall fall within the Expansion PremisesDelivery Window. IfPage 84191 Spring Street – Mimecast Lease Tenant wants to exercise its option to lease the Expansion Premises, Tenant shall deliver written notice to Landlord(“Tenant’s Expansion Exercise Notice”) within ten (10) business days after Landlord’s delivery of the Landlord’sExpansion Response (the “Expansion Exercise Date”) that Tenant unconditionally exercises its option under thisSection 11.1 to lease the Expansion Premises. If Tenant fails timely to deliver a Expansion Exercise Notice by theExpansion Exercise Date, Tenant shall have no further right to lease such Expansion Premises, time being of theessence of this Section 11.1. Upon the timely giving of a Tenant’s Expansion Exercise Notice, Landlord shall leaseand demise to Tenant, and Tenant shall hire and take from Landlord or Landlord’s affiliate, as the case may be,such Expansion Premises, without the need for further act or deed by either party for the term and upon all of thesame terms and conditions of this Lease, except as hereinafter set forth and except that Tenant will have no furtheroption to expand the Premises pursuant to this Section 11.1. (B)Lease Provisions Applying to Expansion Premises. The leasing to Tenant of the Expansion Premises shall be uponall the same terms and conditions of the Lease except as follows: (1)Commencement Date. The commencement date of the Lease Term in respect of the Expansion Premisesshall be the later date to occur of (y) the Anticipated Expansion Inclusion Date, and (z) the date thatLandlord delivers the Expansion Premises to Tenant vacant, broom‑clean and free of any occupants,occupancy rights, personal property and debris. (2)Annual Fixed Rent. Landlord shall, within fifteen (15) days after Landlord receives the ExpansionExercise Notice, provide Tenant with written notice setting forth Landlord’s quotation of a proposed fixedannual rent (which shall reflect the Prevailing Market Rent for the Expansion Premises) and the tenantimprovement allowance (if any) for the Expansion Premises (“Landlord’s Expansion PremisesTerms”). Tenant shall notify Landlord, within ten (10) business days of receipt of Landlord’s notice asaforesaid whether Tenant agrees or disagrees with Landlord’s Expansion Premises Terms, time being ofthe essence. If Tenant fails to timely deliver written notice to Landlord that Tenant agrees with Landlord’sExpansion Premises Terms then Tenant will be deemed to have elected to rescind Tenant’s ExpansionExercise Notice and Tenant shall have no further rights under this Section 11.1 to lease the ExpansionPremises. If Tenant timely disagrees with Landlord’s Expansion Premises Terms and the parties do notcome to agreement on such terms within thirty (30) days after delivery of such notice from Tenant, thenTenant may initiate a Broker Determination in accordance with the provisions of Exhibit J attachedhereto to determine the Prevailing Market Rent for the Expansion Premises, by giving notice to Landlordwithin an additional ten (10) days after the end of such thirty (30) day negotiation period, time being of theessence. If Tenant fails to timely submit a request for Broker Determination pursuant to Exhibit J withinsuch additional ten (10) day period, Landlord’s determination of the Prevailing Market Rent and theExpansion Premises Terms shall be binding on the parties. Page 85191 Spring Street – Mimecast Lease (3)Condition of Expansion Premises. The Expansion Premises shall be delivered by Landlord (orLandlord’s affiliate, as the case may be) and accepted by Tenant “as is,” in its then (i.e. as of theCommencement Date in respect of the Expansion Premises), state of construction, finish and decoration,without any obligation on the part of Landlord to prepare or construct the Expansion Premises forTenant’s occupancy, or to provide any work allowance or contribution to Tenant in respect of theExpansion Premises, except that Landlord shall deliver the Expansion Premises to Tenant vacant, broomclean and free of any occupants, occupancy rights, personal property and debris. (4)Holdover Tenants. The rent abatement and termination rights for late delivery of the Premises set forth inthe Work Agreement attached hereto as Exhibit B‑1 shall not be applicable to late delivery of theExpansion Premises and Tenant’s remedies shall instead be as set forth in this Section 11.1(B)(4). In theevent that any tenant of any portion of the Expansion Premises and any parties claiming by, through orunder such tenant wrongfully fails to deliver possession of such premises at the time when such tenant’stenancy is scheduled to expire, Landlord shall use or shall cause its affiliates to use, as applicable,reasonable efforts and due diligence (which shall be limited to the commencement and prosecution of aneviction proceeding within sixty (60) days after the date on which the hold-over commences, but shall notrequire the taking of any appeal) to evict such occupant from such space and to recover from suchoccupant any Expansion Premises Hold Over Premium (as defined below) payable by such occupant. Insuch event, the commencement of the term of Tenant’s occupancy and lease of the Expansion Premises(including, without limitation, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent withrespect thereto) shall, in the event of such holding over by such occupant, be deferred until possession ofsuch space is delivered to Tenant. The failure of the then occupant of such premises to so vacate shall notconstitute a default or breach by Landlord and shall not give Tenant any right to terminate this Lease or todeduct from, offset against or withhold Annual Fixed Rent or Additional Rent (or any portions thereof);provided, however, that Tenant shall have the right to require Landlord to pay to Tenant fifty percent(50%) of the net amount (i.e. net of the costs and expenses, including, attorneys’ fees, incurred byLandlord in obtaining such Expansion Premises Hold Over Premium) of any Expansion Premises Hold-Over Premium received by Landlord from such hold-over occupant relative to periods from and after thethirty-first (31st) day of any hold-over, when and if Landlord receives any such payment. For thepurposes hereof, the term “Expansion Premises Hold Over Premium” shall be defined as the amount (ifany) which a hold-over occupant of any portion of the Expansion Premises is required to pay to Landlordin respect of its hold-over in the Expansion Premises (whether characterized as rent, damages, or use andoccupation) in excess of the amount of fixed rent and other charges which the tenant under whom suchoccupant claims would have been required to pay to Landlord had the term of such tenant’s lease beenextended throughout the period of such hold-over at the same rental rate as such tenant was required topay during the last month of its tenancy. Page 86191 Spring Street – Mimecast Lease (C)Lease with respect to Expansion Premises. Notwithstanding the fact that Tenant’s exercise of the above-describedexpansion option with respect to the Expansion Premises shall be self-executing, as aforesaid, the parties herebyagree promptly to execute a lease amendment reflecting the addition of the Expansion Premises to the Premisesupon all of the same terms and conditions as this Lease, except (i) to the extent inconsistent with the provisions ofthis Section 11.1, (ii) the term of Tenant’s lease of the Expansion Premises shall be coterminous with the LeaseTerm for the Premises (as the same may be extended), (iii) the Annual Fixed Rent and any Landlord’s improvementallowance shall be as determined pursuant to this Section 11.1, and (iv) the rent commencement date for theExpansion Premises shall be the earlier of (y) the date Tenant commences occupancy of the Expansion Premises forthe conduct of business, or (z) the date that is ninety (90) days following the Commencement Date for theExpansion Premises. Landlord and Tenant shall use good faith efforts to finalize any such amendment within sixty(60) days from the date of Landlord’s submission of a draft amendment (which such 60 day period may beextended by mutual agreement of the parties in their reasonable discretion). (D)Rights Personal to Tenant. The rights created by this Section 11.1 shall be personal to the Original Tenant underthis Lease and shall not apply in favor of or be exercisable by any assignee of this Lease (other than a PermittedTransferee), nor any sublessee of all or any portion of the Premises. (E)Fourth Floor Common Area Factor. With respect to any Rentable Floor Area leased by Tenant pursuant to thisArticle XI or Article XII below, Landlord and Tenant agree to use a common area factor of 20% where one tenantwill be leasing the entire floor, a common area factor of 28.8% where not more than two (2) tenants will be leasingsuch fourth (4th) floor and a common area factor reasonably determined by Landlord where more than two (2)tenants will be leasing such fourth (4th) floor. ARTICLE XII12.1Tenant’s Right of First Offer (A)Right of First Offer Conditions. During the Lease Term and subject to the Initial Lease Up, as hereinafter defined,,on the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time that anyAvailable ROFO Space first becomes available and as of the date upon which the Available ROFO Space whichTenant has elected to lease pursuant to this Article XII would have otherwise become incorporated into thePremises: (i) there exists no Event of Default, (ii) this Lease is still in full force and effect, and (iii) Tenant has notassigned this Lease or sublet more than thirty three percent (33%) of the Premises (excluding any assignment orsubleases which are permitted without Landlord’s consent in accordance with Section 5.6.4) and Tenant (togetherwith any Permitted Transferee permitted under Section 5.6.4) directly leases and occupies not less than 70,000square feet of Rentable Floor Area in the Building, prior to accepting any offer to lease Available ROFO Space to athird party other than a third party with Prior Rights, Landlord will first offer such Available ROFO Space toTenant for lease pursuant to this Article XII. Page 87191 Spring Street – Mimecast Lease (B)Available ROFO Space. For the purposes hereof, the “Available ROFO Space” shall be defined as any and allspace in the Building as and when such space becomes available for reletting (as hereinafter defined). AvailableROFO Space shall be deemed “available for reletting” when Landlord, in its sole judgment, determines that the thencurrent tenant of the applicable Available ROFO Space will vacate the Available ROFO Space at the expiration orearlier termination of such tenant’s lease and any applicable Prior Rights have lapsed or been waived. Tenantacknowledges and agrees that the Available ROFO Space in the Building is currently available and being marketedfor lease by Landlord and the term “Initial Lease Up” shall refer to the initial leases (and any extensions or renewalsthereof) entered into by Landlord with third party tenants for all or any portion of the Available ROFO Spacefollowing the date of this Lease. The parties agree that the provisions of this Article XII shall not apply to anyspace in the Building until after the applicable space has been leased by Landlord to third party tenants as part of theInitial Lease Up thereof and the tenants or occupants of such space have either not exercised any extension optionstherefore or not otherwise agreed with Landlord to renew the term of its lease or other occupancy agreement andLandlord determines such space will become available for reletting. In addition, Tenant acknowledges and agreesthat Tenant’s rights under this Article XII shall not apply to (i) any space that would otherwise constitute AvailableROFO Space and that Landlord leases on a short term basis in order for such space to be available to satisfyTenant’s expansion option under Section 11.1 (and Tenant expressly agrees that Landlord shall have the right torenew or extend the terms of any such short term leases if Tenant fails to exercise the expansion option underSection 11.1), (ii) the Expansion Premises (as defined in Section 11.1) identified in Landlord’s Expansion Responseif Tenant fails to timely exercise Tenant’s expansion option under Section 11.1 until following Landlord’ssubsequent lease-up of the applicable Expansion Premises, as the case may be, and the tenants or occupants of suchspace have either not exercised any extension options therefore or not otherwise agreed with Landlord to renew theterm of its lease or other occupancy agreement for such expansion premises and Landlord determines suchexpansion premises will become available for reletting, and (iii) any space in the Building that Landlord uses orleases or intends to use or lease for the Amenities or any subsequent amenity space in the Building. (C)Exercise of Right to Lease Available ROFO Space. Landlord shall give Tenant written notice (“Landlord’s ROFONotice”) at the time that Landlord determines, as aforesaid, that an Available ROFO Space will become availablefor reletting and any applicable Prior Rights have lapsed or been waived. Landlord’s ROFO Notice shall set forththe size, configuration, proposed term, the Base Years for Operating Expenses and Taxes, tenant improvementallowances (if any), the exact location of the Available ROFO Space, Landlord’s quotation of a proposed annualfixed rent for the Available ROFO Space, and all other material terms and conditions which will apply to theAvailable ROFO Space. Except as otherwise provided in Paragraph (D) below, the term for the Available ROFOSpace shall be coterminous with the Original Lease Term (including extension terms timely and properly exercisedpursuant to Section 2.4.1). Page 88191 Spring Street – Mimecast Lease Tenant shall have the right, exercisable upon written notice (“Tenant’s ROFO Exercise Notice”) given to Landlordnot later than ten (10) business days after the date of Tenant’s receipt of Landlord’s ROFO Notice to elect (i) tolease all of the Available ROFO Space, on the terms set forth in Landlord’s ROFO Notice, (ii) to lease all of theAvailable ROFO Space, but reject the quotation of annual fixed rent set forth in Landlord’s ROFO Notice, or (iii)reject Landlord’s ROFO Notice. If Tenant fails timely to give Tenant’s ROFO Exercise Notice or Tenant timely rejects Landlord’s ROFO Noticeunder clause (iii) above, Tenant shall be deemed to have rejected Landlord’s ROFO Notice and Landlord shall befree to lease the Available ROFO Space (or any portion thereof) to any other third party on such terms andconditions and for such rent, as Landlord determines in its sole discretion, and Tenant will have no further right tolease such Available ROFO Space pursuant to this Article XII unless such Available ROFO Space again becomesavailable for reletting after its subsequent leasing by Landlord to a third party after Tenant’s rejection or deemedrejection and further subject to any Prior Rights. If Tenant timely delivers the Tenant’s ROFO Exercise Notice thataccepts the terms of Landlord’s ROFO Notice, Landlord shall lease and demise to Tenant and Tenant shall hire andtake from Landlord such Available ROFO Space upon the terms set forth in Landlord’s ROFO Notice andotherwise upon all of the same terms and conditions of the Lease except as otherwise hereinafter set forth. If Tenant shall timely deliver the Tenant’s ROFO Exercise Notice then Landlord shall lease and demise to Tenantand Tenant shall hire and take from Landlord, such Available ROFO Space, upon the terms set forth in Landlord’sROFO Notice and otherwise upon all of the same terms and conditions of this Lease except as otherwise set forth inthis Article XII, provided, however, if Tenant’s ROFO Exercise Notice rejected Landlord’s quotation of the annualfixed rent for the Available ROFO Space, then the parties shall negotiate in good faith for a period of thirty (30)days after the delivery of Tenant’s ROFO Exercise Notice (“ROFO Negotiation Period”) to reach agreement on thePrevailing Market Rent for the Available ROFO Space. If the parties reach such agreement within the ROFONegotiation Period, then the Annual Fixed Rent shall be the amount so agreed to by the parties and if the Landlordand Tenant do not agree upon the Prevailing Market Rent for such Available ROFO Space during the ROFONegotiation Period, then Tenant may initiate the Broker Determination procedure set forth in Exhibit J attachedhereto to determine the Prevailing Market Rent by giving notice Landlord of such election not later than ten (10)days after the end of such ROFO Negotiation Period. If Tenant fails to timely initiate the Broker Determination ofthe Prevailing Market Rent pursuant to Exhibit J within such additional ten (10) day period, Landlord’sdetermination of the Prevailing Market Rent shall be binding on the parties. (D)Lease Provisions Applying to Available ROFO Space. The leasing to Tenant of such Available ROFO Space shallbe upon all of the same terms and conditions of the Lease, except as follows: (1)Commencement Date. The Term of this Lease as to the Available ROFO Space shall be co-terminouswith the then scheduled expiration of the Lease Term (as it may have been extended), subject, however, tothe terms of Section 12.1(D)(4)Page 89191 Spring Street – Mimecast Lease below. The Commencement Date in respect of such Available ROFO Space shall be the later of: (x) thecommencement date in respect of such Available ROFO Space specified in Landlord’s ROFO Notice(“Estimated ROFO Commencement Date”) or (y) the date that Landlord delivers such Available ROFOSpace to Tenant in the condition specified in Landlord’s ROFO Notice or as otherwise provided inSection 12.1(D)(3) below. The rent commencement date for the Available Space shall be the earlier dateto occur of (i) the date Tenant commences occupancy of any portion of the Available ROFO Space forthe conduct of business, or (ii) the date that is ninety (90) days following the Commencement Date for theAvailable ROFO Space. (2)Fixed Annual Rent. The Annual Fixed Rent in respect of such Available ROFO Space shall be asdetermined in accordance with the provisions of Section 12.1(C) above. (3)Condition of Available ROFO Space. Tenant shall take such Available ROFO Space “as-is” in its then(i.e., as of the date of delivery) state of construction, finish, and decoration, without any obligation on thepart of Landlord to construct or prepare any Available ROFO Space for Tenant’s occupancy (other thanto deliver the Available ROFO space broom‑clean and vacant), and with no obligation on the part ofLandlord to provide any Landlord Contribution or other work allowance in respect of such AvailableROFO Space unless otherwise specified in Landlord’s ROFO Notice or otherwise mutually agreed to byLandlord and Tenant. (4)End of Lease Term. If the Available ROFO Space shall be available for delivery to Tenant at any timeduring the last thirty-six (36) months of the Lease Term then: (a) if Tenant then has a right to extend theterm of the Lease pursuant to Section 2.4.1 for an Extended Term which has not either lapsed unexercisedor been irrevocably waived, then Tenant shall have no right to lease such Available ROFO Space unlessTenant irrevocably and unconditionally exercises Tenant’s extension option under Section 2.4.1 of thisLease prior to, or simultaneously with, the giving of Tenant’s ROFO Exercise Notice (notwithstandingany limitation as to the time of exercise set forth in Section 2.4.1), in which event the term as to theAvailable ROFO Space shall be co-terminous with the Lease Term as so extended; or (b) if Tenant has nofurther right to extend the Lease Term pursuant to Section 2.4.1 for the Extended Term (i.e., becauseTenant’s right to extend the Term of the Lease pursuant to Section 2.4.1 has been irrevocably waived byTenant or has lapsed unexercised), then Tenant shall not be entitled to lease the Available ROFO Spaceunder this Section 12.1. Notwithstanding Tenant’s exercise of its extension option in accordance with thisSection 12.1(D)(4), the Annual Fixed Rent for the original Premises (as it may have been previouslyexpanded) for such Extended Term shall be determined at the same time and in the same manner suchAnnual Fixed Rent would have been determined if Tenant had exercised the extension option within thetime periods for such exercise set forth in Section 2.4.1 of this Lease. Page 90191 Spring Street – Mimecast Lease (E)Prior Rights. For purposes of this Lease, it is agreed that the term “Prior Rights” means (x) extension or renewalrights granted to tenants as part of the Initial Lease Up of the Available ROFO Space and regardless of whether theleases for such space expressly provide the Initial Lease Up tenants with extension or renewal rights, (y) extensionor renewal rights granted by Landlord at any time to future tenants of any space that would otherwise have beenAvailable ROFO Space after Tenant declines (or is deemed to have declined) to lease such space pursuant to thisSection 12.1 and regardless of whether the leases for such space expressly provide the existing tenants thereunderwith any such right to renew or extend; and (z) any rights of first offer, first refusal, expansion, renewal, extensionor other rights to lease that encumber what would otherwise have been Available ROFO Space, which rights weregranted by Landlord to tenants after Tenant declines (or is deemed to have declined) to lease such space pursuant tothis Section 12.1 provided the leases with such tenants expressly provide such tenants with such rights. (F)Holdover Tenants. The rent abatement and termination rights for late delivery of the Premises set forth in the WorkAgreement attached hereto as Exhibit B-1 shall not be applicable to late delivery of any Available ROFO Premisesand Tenant’s remedies shall instead be as set forth in this Section 2.4(F). If Tenant shall timely exercise its rightsunder this Section 2.4 with respect to the Available ROFO Space designated in Landlord’s ROFO Notice and if,thereafter, the then occupant of the Available ROFO Space with respect to which Tenant shall have so exercisedsuch right wrongfully fails to deliver possession of such premises at the time when its tenancy is scheduled toexpire, Landlord shall use reasonable efforts and due diligence (which shall be limited to the commencement andprosecution of an eviction proceeding within sixty (60) days after the date on which the hold-over commences, butshall not require the taking of any appeal) to evict such occupant from such space and to recover from suchoccupant any Hold-Over Premium (as defined below) payable by such occupant. In such event, thecommencement of the term of Tenant’s occupancy and lease of such additional space shall, in the event of suchholding over by such occupant, be deferred until possession of the additional space is delivered to Tenant. Thefailure of the then occupant of such premises to so vacate shall not constitute a default or breach by Landlord andshall not give Tenant any right to terminate this Lease or to deduct from, offset against or withhold Annual FixedRent or Additional Rent (or any portions thereof); provided, however, that Tenant shall have the right to requireLandlord to pay to Tenant fifty percent (50%) of the net (i.e. net of the costs and expenses, including, attorneys’fees, incurred by Landlord in obtaining such Hold-Over Premium) amount of any Hold-Over Premium received byLandlord from such hold-over occupant relative to periods from and after the thirty-first (31st) day of any hold-over,when and if Landlord receives any such payment. For the purposes hereof, the term “Hold-Over Premium” shall bedefined as the amount (if any) which a hold-over occupant of any portion of the Available ROFO Space is requiredto pay to Landlord in respect of its hold-over in the premises (whether characterized as rent, damages, or use andoccupation) in excess of the amount of fixed rent and other charges which the tenant under whom such occupantclaims would have been required to pay to Landlord had the term of such tenant’s lease been extended throughoutthe period of such hold-over at the same rental rate as such tenant was required to pay during the last month of itstenancy.Page 91191 Spring Street – Mimecast Lease EXECUTED in two or more counterparts each of which shall be deemed to be an original. LANDLORD: 191 SPRING STREET TRUST u/d/t dated May 6,1985 Recorded with the Middlesex South DistrictRegistry of Deeds in Book 16197, Page 583, asamendedWITNESS: By:\s\ David Provost Name:David Provost Title:By Delegation on behalf of the Trustees WITNESS: TENANT: MIMECAST NORTH AMERICA, INC., aDelaware corporation \s\ Tracey Firman By:\s\ Peter C. Campbell Name:Peter C. Campbell Title:CFO Hereunto duly authorized Page 92191 Spring Street – Mimecast Lease EXHIBIT A DESCRIPTION OF SITEThe land with the buildings and improvements thereon situated in the Town of Lexington and the City of Waltham, MiddlesexCounty , Massachusetts being shown on a plan entitled, “Plan of Land in Lexington, Mass. and Waltham, Mass." dated January 18,1984 revised March 19, 1984 drawn by R. E. Cameron & Associates, Inc., Civil Engineers recorded with Middlesex South Deeds inBook 15803, Page 212 as Plan 1127 of 1984, and more particularly described as follows :: Beginning at a stone bound on the Lexington/Waltham town line, thence; N9-12-32W1447.13 feet along Northern Circumferential Highway (Route 128) to a stone bound, thence;N39-48-23E132.22 feet to a stone bound thence;N59-18-34E384.16 feet, the last two courses by ramp to Rte. 2 thence;S26-59-10E125.16 feet to a drill hole, thence;S28-15-30E53.17 feet to a drill hole, thence;S18-58-40E40.90 feet to a drill hole, thence;S27-06-00E123.08 feet to a drill hole, thence;S26-34-20E167.00 feet to a drill hole, thence;S26-55-40E212.91 feet to a drill hole, the last six courses by land now or formerly of Doris Floyd, thence;S26-22-20E235.97 feet by land now or formerly of Francis A. and Thelma D. Gallagher to a drill hole, thence;S27-14-50E272.18 feet by land now or formerly of Jacob N. and Bessie Panjian to a drill hole, thence;S26-01-20E152.23 feet by land now or formerly of Jacob N. and Bessie Panjian and Jack Panjian and Barbara Jones,thence;S29-19-00E80.28 feet to a drill hole, thence;S25-07-40E45.14 feet to a drill hole by land now or formerly of George G. and Maureen G. Cagliuso, thenceS30-43-20E106.95 feet to a drill hole by land now or formerly of Dominick Jr. and Catherine P. Morley, thence;S24-41-20E211.32 feet to a drill hole, thence;S10-58-35E16.32 feet to a drill hole, thence;Page 1Exhibit A191 Spring Street – Mimecast Lease S26-50-00W34.41 feet to a drill hole, thence;S43-58-40W35.26 feet to a drill hole, thence;S38-40-15W51.11 feet the last four and one-half courses by Warren W. and Elizabeth B. Fox, thence;S63-09-29E473.00 feet to said Fox land, thence;S6-40-02W350.00 feet by Spring Street, thence;S66-17-44E9.91 feet by the Lexington/Waltham town line, thence;S7-18-13W66.00 feet by Smith Street, thence;N66-14-17W9.11 feet to a concrete bound, thence;N66-14-17W133.28 feet to a drill hole, thence;N65-05-29W181.26 feet to a drill hole, thence;N65-53-34W136.03 feet, thence;N65-14-54W233.50 feet to a drill hole, thence;N61-43-52W32.34 feet, thence;N64-09-50W71.66 feet, thence;N69-26-07W107.21 feet, thence;N66-07-42W98.54 feet, thence;N62-12-30W29.90 feet, thence;N69-32-17W30.01 feet, thence;N65-08-00W183.06 feet, thenceN67-16-12W173.56 feet, thence;N67-06-03W12.54 feet, the last 14 courses by land of Honeywell, thence;Along a curve to the left of radius 5150.00 feet, 38.33 feet, by Route 128, thence;N9-12-32W25.33 feet, again by Route 128, to the point of beginning. Together with the benefit of the easement taken by the Commonwealth of Massachusetts by instrument recorded at Book 9622,Page 252 Said premises are subject to easements, agreements, restrictions and other matters of record insofar as in force and applicable.. Page 2Exhibit A191 Spring Street – Mimecast Lease EXHIBIT A-1 SITE PLAN OF THE COMPLEX Page 1Exhibit A-1191 Spring Street – Mimecast Lease EXHIBIT B-1 WORK AGREEMENT 1.1BASE BUILDING WORK A.Subject to the provisions of this Exhibit B-1, Landlord, at Landlord’s sole cost and expense, shall perform (x) thebase building work identified on Schedule 1 attached hereto and (y) the Amenities work set forth on Exhibit N toand described in Section 2.1.2 of the Lease (“Base Building Work”). Subject to delays due to Landlord’s ForceMajeure (as hereinafter defined), up to a maximum extension, in the aggregate, of ninety (90) days, or attributable toa Tenant Delay (as hereinafter defined), Landlord shall use reasonable speed and diligence in the construction of theBase Building Work, but Tenant shall have no claim against Landlord for failure so to complete construction of theBase Building Work, except as expressly set forth in Section 1.5 of this Work Agreement. B.Tenant acknowledges and agrees that the Base Building Work will be performed by Landlord simultaneously withand in coordination with the performance of the Tenant Improvement Work. 1.2TENANT IMPROVEMENT WORK (A)Planning Process. (1)Selection of General Contractor: Landlord and Tenant hereby agree that the general contractor for theperformance of the Base Building Work and the Tenant Improvement Work shall be Whiting-TurnerContracting Co. (the “Approved GC”). Landlord agrees that the general conditions fee for the ApprovedGC shall not exceed 3% and the general contractor’s fee for the Approved GC shall not exceed 2%. (2)Plans. Exhibit B-4 attached to the Lease contains an initial set of plans (“Initial Plans”) for the TenantImprovement Work (as hereinafter defined). Tenant shall, on or before the dates set forth in Exhibit B-2,submit to Landlord for Landlord’s approval a full set of design development plans (“Interim Plans”), anda full set of construction drawings (“Final Plans”) for the Tenant Improvement Work (collectively the“Plans”) and consistent with the Initial Plans. The Plans shall be prepared by an architect licensed by theCommonwealth of Massachusetts and reasonably approved by Landlord and contain at least theinformation required by, and shall conform to the requirements of, Exhibit B-3. The Initial Plans shallinclude preliminary written specifications. The Final Plans shall consist of a full set of construction plansand specifications for the work necessary to prepare the Premises for Tenant’s use and occupancy (the“Tenant Improvement Work”) and be in suitable form for filing an application for a building permitwith the Town of Lexington building department. Page 1Exhibit B-1191 Spring Street – Mimecast Lease (3)Landlord’s Approval. Provided that each set of the Plans (x) contain at least the information required by,and shall conform to the requirements of, Exhibit B-3 and (y) comply with Landlord’s requirements toavoid aesthetic or other material conflicts with or an adverse effect on the design and function of thebalance of the base building, Landlord shall not unreasonably withhold, delay or condition its consentthereto; provided, however, that notwithstanding the foregoing, Landlord’s determination of mattersrelating to any aesthetic design of alterations or changes visible outside the Premises shall be in Landlord’ssole discretion. Landlord’s approval is solely given for the benefit of Landlord under this WorkAgreement and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval ofthe Plans for any other purpose whatsoever. Without limiting the foregoing, Tenant shall be responsiblefor all elements of the design of the Plans (including, without limitation, compliance with law,functionality of design, the structural integrity of the design, the configuration of the Premises and theplacement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of the Plans shall inno event relieve Tenant of the responsibility for such design and compliance with law. The foregoingsentence shall not be deemed to limit Landlord’s obligation to enforce the warranty with respect to theconstruction (as opposed to the design) of the Tenant Improvement Work set forth in Section 1.7(C)below of this Work Agreement. Tenant shall prepare and submit to Landlord the Plans within the timeframes set forth on Exhibit B-2 attached hereto. (4)Timing of Approval. Landlord agrees to respond to Tenant’s submission of the Interim Plans within ten(10) business days after receipt and to respond to Tenant’s submission of the Final Plans within twenty-one (21) days of receipt thereof. If Landlord disapproves of any submission of the Plans, it shall do so inwriting and with reasonable detail and then Tenant shall have the applicable set of Plans revised by itsarchitect to incorporate all reasonable objections and conditions presented by Landlord and resubmitted toLandlord within such period of time as may be required to meet the time frames set forth in the schedulefor plan delivery attached hereto as Exhibit B-2. Such process shall be followed until the Plans shall havebeen approved by Landlord without objection or condition. Landlord shall respond to the resubmission ofany Plans by Tenant within five (5) business days following Landlord’s receipt thereof (or such longertime as may be required in the case of a major redesign). To the extent that Landlord has previouslyapproved a particular element shown in an earlier iteration of the Plans (or such element has been deemedapproved in accordance with the terms of this Work Agreement), Landlord shall not have the right todisapprove such element in any subsequent plan submittal, provided that (i) such element has not beenmodified, (ii) such element was approved without objection or condition by Landlord in the earlieriteration of the plans, and (iii) in the case of plans that had been deemed approved, the element was shownin sufficient detail in the earlier iteration of the plans that Landlord could reasonably have responded to thesame at the time. Page 2Exhibit B-1191 Spring Street – Mimecast Lease If Landlord shall fail to respond to any submission of the Plans within the applicable time periodsfollowing receipt thereof set forth above, then Tenant may, at any time thereafter, give Landlord anotherrequest (“Second Request”) therefor, which shall clearly identify the plans in question and state in boldface, capital letters at the top thereof: “WARNING: SECOND REQUEST. FAILURE TORESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT INDEEMED APPROVAL THEREOF.” If Landlord does not respond within five (5) business days afterreceipt of the Second Request, Tenant’s submission shall be deemed approved. Landlord shall have no obligation to perform the Tenant Improvement Work until the Plans shall havebeen presented to it and approved by it. In addition, Tenant shall, with Tenant’s submission of the FinalPlans, deliver to Landlord any affidavits and documentation executed by Tenant or Tenant’s architectand/or engineers preparing the Plans required in order to obtain all permits and approvals necessary forLandlord to commence and complete the Tenant Improvement Work (excluding any operational permitsthat are required in order for Tenant to operate its business in the Premises, which such operationalpermits shall be Tenant’s sole responsibility to obtain) on a timely basis (“Permit Documentation”). In connection with the foregoing, it is understood and agreed that (i) Landlord must file for a buildingpermit by March 31, 2017 (the “Building Permit Application Date”) based on the Plans submitted byTenant on or before the Final Plans Date in order to commence and complete construction of the TenantImprovement Work within the time periods contemplated by the Construction Schedule, even thoughLandlord’s review of the Final Plans and the pricing of the Tenant Improvement Work will not have beencompleted by such Building Permit Application Date, and (ii) any delay in the performance of the TenantImprovement Work caused by the need to amend the application for a building permit as the result ofmodification to the Final Plans after the Final Plans Date shall be deemed to be a Tenant Delay (as thatterm is defined in Section 1.4(B) below) for the purposes of this Work Agreement. (1)Time of the Essence. Time is of the essence in connection with Tenant’s obligations under this Section1.2. 1.3Pricing and Authorization (A)Selection of Subcontractors. Concurrent with Landlord’s review of the Final Plans, Landlord shall cause theApproved GC to request, from a list of subcontractors approved by Tenant (which approval shall not beunreasonably withheld, conditioned or delayed and shall be provided or withheld within three (3) business daysafter request therefor) at least three (3) qualified subcontractor bids for each trade and materials provider expected tocost in excess of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (“Major Trade”) in connection with theTenant Improvement Work, and at least one (1) subcontractor bid for all other trades and materialsproviders. Landlord and thePage 3Exhibit B-1191 Spring Street – Mimecast Lease Approved GC shall involve Tenant (and Tenant’s Construction Representative) in the preparation of the bidpackages and the bidding process for each Major Trade, including reviewing with Tenant the bid packages,subcontractor responses and so forth and meeting with Tenant as reasonably requested by Tenant during suchprocess. The bid packages shall be based on a merit shop basis and shall require bids to identify all long lead itemsand to specify delivery dates therefor. Upon the conclusion of the bid solicitation process, Landlord shall prepare abid format which compares each bid, and shall deliver such bid format, together with copies of the bids themselvesto Tenant (together with Landlord’s designation of the bid Landlord intends to accept). (B)Major Trades. After receipt of the bids, which Landlord shall use commercially reasonable efforts to completewithin thirty (30) days following Landlord’s approval of the Final Plans, Landlord shall have the right to select thesubcontractor bids for the Tenant Improvement Work from the pre‑approved list of subcontractors. Landlord shallreasonably consult with Tenant on the selection of the subcontractor bids for the Major Trades and will usereasonable efforts to select the lowest subcontractor bid for the Major Trades so long as Landlord does not object tosuch subcontractor based on any Project Management Reasons as hereinafter defined. Notwithstanding theforegoing, provided that Landlord is acting in good faith for Project Management Reasons, Landlord shall have theright, without obtaining Tenant’s approval, to select any subcontractor bids which Landlord deems to be qualified toperform the applicable portions of the Tenant Improvement Work, provided such subcontractor’s bid for theapplicable portion of the Tenant Improvement Work does not exceed the lowest received bid by more than threepercent (3%). As used herein, “Project Management Reasons” shall mean (i) Landlord’s knowledge of thesubcontractor project management staff for the subcontract in question, (ii) labor availability or capacity of thesubcontractors in question to complete the Tenant Improvement Work by the Estimated Commencement Date, (iii)scheduling and availability of material and equipment to complete the Tenant Improvement Work by the EstimatedCommencement Date. If Landlord is required to select the lowest bid subcontract for any Major Trades, Tenantagrees that any increase in the Total Costs to perform the Tenant Improvement Work from the Total Costs Noticeresulting from the selection of such bid shall be 100% Tenant’s responsibility to pay, and any delay in completion ofthe Tenant Improvement Work resulting from use of such subcontractor shall be deemed a Tenant Delay hereunder. (C)Final Cost Proposal. After receipt of the bids, Landlord shall calculate and furnish to Tenant a “Total CostsNotice” which shall constitute the aggregate of (i) the amounts payable under the subcontracts selected (and if andwhere the Approved GC is performing work that would be performed by a subcontractor, the cost of such work) inthe bid process and broken down by trade (“Direct Costs”), (ii) an estimate of the Construction Management Fee(as hereinafter defined), (iii) the amount of the Approved GC’s fee and indirect costs, and (iv) a reasonableconstruction contingency (not to exceed 3% of the Total Costs Notice amount). Landlord shall charge aconstruction management fee (the “Construction Management Fee”) for its management of the TenantImprovement Work in an amount equal to three percent (3%) of the hard construction costs (but not design or othersoft costs) in the Total Costs Notice (exclusive of such Construction Management Fee) plus any Change OrderCosts. The ConstructionPage 4Exhibit B-1191 Spring Street – Mimecast Lease Management Fee shall be deducted from the Landlord’s Contribution as set forth in Section 1.5 below and/or paidby Tenant as part of Excess Costs as set forth in Section 1.5 below. In connection with the foregoing, Landlord andTenant agree to use a Guaranteed Maximum Price “GMP” contract for the Tenant Improvement Work. Withinseven (7) business days after Landlord’s delivery of the Total Costs Notice, Tenant may either approve the TotalCosts Notice or provide changes to the Plans to eliminate or revise one or more scope‑of‑work items included in thePlans and request a revised Total Costs Notice. In the event that Tenant timely and properly requests such revisedTotal Costs Notice and changes to the Plans, Landlord shall reprice the Plans for purposes of preparing a revisedTotal Costs Notice. If Tenant fails to deliver either its written approval of, or its written modifications to, any TotalCosts Notice within two (2) business days following delivery by Landlord, Tenant shall be deemed to haveapproved the Total Costs Notice in its entirety. In addition, if Tenant’s request for a revised Total Costs Noticeresults in (y) the Total Cost Notice not being approved or deemed approved by the Authorization to Proceed Date,or (z) Tenant failing to authorize, in writing, Landlord to commence the performance of the Tenant ImprovementWork by the Authorization to Proceed, the same shall be a Tenant Delay without need for any additional notice toTenant. Tenant acknowledges and agrees that Tenant’s approval of the Total Cost Notice and Tenant’s delivery ofits authorization, in writing, in Landlord to commence the performance of the Tenant Improvement Work by theAuthorization to Proceed is a material condition to Landlord’s ability to complete the Tenant Improvement Work bythe Estimated Commencement Date. Once Landlord and Tenant have approved the Total Costs Notice (or theTotal Costs Notice is deemed approved), the parties shall promptly execute an instrument confirming the amount ofthe final Total Costs Notice. (D)Long Lead Items. Landlord shall provide a reasonably detailed final construction schedule in connection with itsapproval of the Final Plans, and at such time shall also identify and notify Tenant of any items contained in the FinalPlans which Landlord then reasonably believes will constitute long lead items. Landlord will give to TenantLandlord’s best, good faith estimate of the period(s) of any delay which would be caused by a long-lead item. Onor before the Long-Lead Items Release Date (as set forth on Exhibit B-2), Tenant shall have the right to either (a)revise the Plans to eliminate any such long-lead item or (b) authorize Landlord to construct the Tenant ImprovementWork in accordance with the approved Plans including any such long-lead items (any such approved long-leaditems being hereinafter called “Tenant Approved Long Lead Items”). Tenant acknowledges that certain TenantApproved Long Lead Items may still delay completion of the Tenant Improvement Work and thus result in aTenant Delay even if Tenant does authorize them on or before the Long‑Lead Item Release Date. Any delay inTenant providing an authorization to proceed with the Tenant Improvement Work by the Authorization to ProceedDate set forth on Exhibit B-2 which results from any redesign of the Plans to address long lead items or to reducethe Total Costs Notice amount shall constitute a Tenant Delay. (E)Authorization to Proceed; Release of Long Lead Items. In any event, the cost of any change in or cancellation ofany long lead time items after the “Long Lead Items Release Date” (as set forth on Exhibit B-2) shall be Tenant’sresponsibility. Tenant shall, on or before the later of (i) the Authorization to Proceed Date, and (ii) three (3)Page 5Exhibit B-1191 Spring Street – Mimecast Lease days following Tenant’s receipt of the Total Costs Notice (unless such failure to give Tenant the Total Costs Noticeis due to any Tenant Delay), give Landlord written authorization to proceed with the Tenant Improvement Work inaccordance with the approved Tenant Plans and Tenant’s failure by such later date to approve a Total Costs Noticeacceptable to Landlord and to authorize, in writing, Landlord to commence the performance of the TenantImprovement Work shall be deemed to be a Tenant Delay. Following receipt of the Authorization to Proceed fromTenant, Landlord will enter into a construction contract with the Approved GC (the “TI Contract”) and beginbuying subcontracts in conformance with Section 1.3(B) above of this Work Agreement. (F)Tenant Response to Requests for Information and Approvals. Except to the extent that another time period isexpressly herein set forth, Tenant shall respond to any request specifying the information and/or approvals neededfrom Landlord, Landlord’s architect, Landlord’s contractor and/or Landlord’s Construction Representative forapprovals or information in connection with the approval of the Plans or the performance of the TenantImprovement Work, within two (2) business days after Tenant’s receipt of such request. (G)Time of the Essence. Time is of the essence in connection with Tenant’s obligations under this Section 1.3. 1.4Construction Process; Change Orders (A)Tenant shall have the right, in accordance herewith, to submit for Landlord’s approval written change proposalssubsequent to Landlord’s approval of the Plans and Tenant’s approval of the Total Costs Notice, if any (each, a“Change Proposal”). Any Change Proposal shall include design development level plans for the changesproposed to the Plans. Landlord agrees to respond to any such Change Proposal within ten (10) days after thesubmission thereof by Tenant, advising Tenant of any anticipated increase in costs (“Change Order Costs”)associated with such Change Proposal, as well as an estimate of any delay which would likely result in thecompletion of the Tenant Improvement Work if a Change Proposal is made pursuant thereto (“Landlord’s ChangeOrder Response”). Notwithstanding the foregoing, Landlord will use reasonable efforts to respond to any non-material Change Proposal within five (5) business days after submission thereof by Tenant. With respect to ChangeProposals for which a response cannot reasonably be developed within ten (10) days, Landlord shall within the ten(10) day response period advise Tenant of the steps necessary in order for Landlord to evaluate the Change OrderProposal and the date upon which Landlord’s Change Order Response will be delivered. Tenant shall have theright within five (5) days after receiving Landlord’s Change Order Response (or Landlord’s notice that a ChangeProposal could not be evaluated within the ten (10) day response period set forth above) to then approve orwithdraw such Change Proposal. If Tenant fails to respond to Landlord’s Change Order Response within such five(5) day period, such Change Proposal shall be deemed withdrawn. If Tenant approves such Change Proposal, thensuch Change Proposal shall be deemed a “Change Order” hereunder and if the Change Order is made, then theChange Order Costs associated with the Change Order shall be deemed additions to the Total Costs Notice andshall be paid in the same manner asPage 6Exhibit B-1191 Spring Street – Mimecast Lease Excess Costs are paid as set forth in Section 1.6. Landlord shall not be authorized to make any material changes tothe Plans without Tenant’s approval unless such changes are required to comply with Legal Requirements orinterpretations of Legal Requirements by municipal authorities having jurisdiction over the Tenant ImprovementWork. (B)Tenant Delay. A “Tenant Delay” shall be defined as any actual delay in the performance of the TenantImprovement Work to the extent that such delay is: (1)Tenant’s failure to deliver the Final Plans to Landlord on or before the Final Plans Date, or to provide toLandlord any Permit Documentation required to be submitted in connection with the application for abuilding permit for the Tenant Improvement Work within the timeframes set forth herein for delivery ofthe same; (2)Tenant’s failure to approve the Total Costs Notice and to give authorization to Landlord to proceed withthe Tenant Improvement Work on or before the Authorization to Proceed Date; (3)Tenant’s failure timely to respond to any written request from Landlord under this Work Agreementwithin one (1) business day after Tenant’s receipt of written notice from Landlord of Tenant’s failure totimely respond to such written request from Landlord; (4)Tenant’s failure to pay the Excess Costs in accordance with Section 1.6; (5)any delay due to Change Orders or Tenant Approved Long Lead Items and any delays due to any errors,defects, discrepancies or inconsistencies in the Plans; (6)any delay due to Tenant’s or Tenant’s vendors or contractors accessing the Premises or the Building priorto the Commencement Date; or (7)except to the extent caused by a Landlord Delay, any other delays caused by Tenant, Tenant’scontractors, architects, engineers or anyone else engaged by Tenant in connection with the preparation ofthe Premises for Tenant’s occupancy, including, without limitation, utility companies and other entitiesfurnishing communications, data processing or other service, equipment, or furniture. In order to invoke a Tenant Delay, Landlord must advise Tenant in writing of the alleged Tenant Delay within two(2) business days after Landlord becomes aware thereof. Tenant covenants that no Tenant Delay shall delay commencement of the Term or the obligation to pay AnnualFixed Rent or Additional Rent, regardless of the reason for such Tenant Delay or whether or not it is within thecontrol of Tenant or any such employee. The Tenant Improvement Work shall be deemed substantially completedas of the date when the Tenant Improvement Work would have been substantially completed but for any TenantDelays, as determined by Landlord in the exercise of its good faith businessPage 7Exhibit B-1191 Spring Street – Mimecast Lease judgment. Tenant shall reimburse Landlord the amount, if any, by which the cost of the Tenant Improvement Workis increased as the result of any Tenant Delay. Any amounts due from Tenant to Landlord under this Section1.4(B) shall be due and payable within thirty (30) days of billing therefor, and shall be considered to be AdditionalRent. Nothing contained in this Section 1.4(B) shall limit or qualify or prejudice any other covenants, agreements,terms, provisions and conditions contained in this Lease. A “Landlord Delay” shall mean Landlord’s failure timely to respond to any written request from Tenant within thetime period specified therefor under this Exhibit B-1. In order to invoke a Landlord Delay, Tenant must adviseLandlord in writing of the alleged Landlord Delay within two (2) business days after Tenant becomes awarethereof. (C)Subject to any prevention, delay or stoppage due to Landlord’s Force Majeure (as hereinafter defined) (up to amaximum of ninety (90) days, in the aggregate, of Force Majeure delay) or attributable to any Tenant Delays,Landlord shall use reasonable speed and diligence in the construction of the Tenant Improvement Work so as tohave the Tenant Improvement Work Substantially Completed (as hereinafter defined) on or before the EstimatedCommencement Date as set forth in Section 1.1 of the Lease, but Tenant shall have no claim against Landlord forfailure to complete construction of the Tenant Improvement Work except as expressly set forth in Section 1.5below. Notwithstanding the foregoing, it is understood and agreed that Landlord shall have no responsibility for theinstallation or connection of Tenant’s computer, telephone, other communication equipment, systems, cabling orwiring (although Landlord will reasonably cooperate with Tenant in order to facilitate the completion by Tenant ofthis work). (D)The “Actual Substantial Completion Date” shall be defined as the date on which both the Tenant ImprovementWork and the Base Building Work has been Substantially Completed. “Substantial Completion” and“Substantially Completed” shall each mean (x) with respect to the Tenant Improvement Work, the date on whichthe Tenant Improvement Work has been completed except for those items of work and adjustment of equipmentand fixtures in the Premises, the incompleteness of which do not cause material interference with Tenant’s use ofthe Premises and access thereto, and which can be completed after Tenant commences its occupancy of thePremises without causing material interference with Tenant’s use of the Premises and access thereto (the “TenantImprovement Work Punch List Items”) and (y) with respect to the Base Building Work, the date on which theBase Building Work has been completed except for (i) minor, punch list-type items of work and adjustment ofequipment and fixtures that can be completed after or during the performance of the Tenant Improvement Work orafter Tenant’s occupancy of the Premises without causing material interference with the performance of the TenantImprovement Work, Tenant’s occupancy of the Premises or Tenant’s use of the Amenities in accordance withSection 2.1.2 of the Lease, and (ii) landscaping elements (the “Base Building Work Punch List Items” and,together with the Tenant Improvement Work Punch List Items, the “Punch List Items”). The Tenant ImprovementWork Punch List Items shall be set forth in a so‑called punch list prepared and signed by Tenant and Landlord(provided, however, that Landlord and Tenant shall mutually agree upon a time when Landlord and Tenant intendto walk through the Premises and compile the Tenant Improvement Work Punch List Items, and, if TenantPage 8Exhibit B-1191 Spring Street – Mimecast Lease does not accompany Landlord on such walk‑through at the mutually agreed upon time, Tenant shall be bound bythe punch list compiled by Landlord). Landlord shall use diligent efforts to complete, as soon as conditionspractically permit, all Punch List Items, and Tenant shall cooperate with Landlord in providing access during theperformance as may be required to complete such work in a normal manner. (E)The “Substantial Completion Date” shall be defined as the later to occur of (i) Actual Substantial CompletionDate, or (ii) the date when permission has been obtained from the applicable governmental authority (which suchpermission may be evidenced by the signature(s) of the appropriate municipal official(s) on the building permit forthe Tenant Improvement Work) to the extent required by law, for occupancy by Tenant of the Premises for thePermitted Uses, a certificate of occupancy (or other like governmental approval) permitting, except that Landlordshall be relieved of its responsibility for obtaining such governmental approval to the extent that Landlord’s failureto obtain such certificate of occupancy (or such other like governmental approval) is based upon (i) Tenant Delay orTenant’s installation of furniture, fixtures or equipment or (ii) if Tenant engages its own contractors to perform anyportion of the work to be performed in the initial preparation of the Premises, any aspect of the work performed byTenant’s contractors. When used in this Lease “Landlord’s Force Majeure” shall mean any prevention, delay or stoppage due togovernmental regulation, strikes, lockouts, acts of God, acts of war, terrorist acts, civil commotions, unusual scarcityof or inability to obtain labor or materials (to the extent that such scarcity or inability is the result of conditions notprevalent in the market, and otherwise unforeseen, as of the date of this Lease), labor difficulties, casualty or othercauses reasonably beyond Landlord’s control; provided, however, that in no event shall the financial inability ofLandlord or Landlord’s Approved GC constitute a cause beyond Landlord’s reasonable control. In order to invokethe Landlord’s Force Majeure provision of this Exhibit B-1, Landlord must advise Tenant in writing of the allegedLandlord’s Force Majeure within three (3) business days after Landlord becomes aware thereof. Landlord shall usecommercially reasonable efforts to mitigate the impact of Landlord’s Force Majeure on the performance ofLandlord’s Work, to the extent it is within Landlord’s reasonable ability to do so given the nature of the eventgiving rise to the Landlord’s Force Majeure. (F)Landlord shall permit Tenant access for installing Tenant’s trade fixtures in the Premises prior to SubstantialCompletion when it can be done without material interference with remaining work and with the maintenance ofharmonious labor relations. Any such access by Tenant shall be upon all of the terms and conditions of the Lease(other than the payment of Annual Fixed Rent, the Tax Excess, the Operating Cost Excess and payments onaccount of electricity under Section 2.8 of the Lease with respect to the Premises Component at issue) and shall beat Tenant’s sole risk, and Landlord shall not be responsible for any injury to persons or damage to property resultingfrom such early access by Tenant. (G)If, prior to the date that the Tenant Improvement Work is in fact actually Substantially Completed, the TenantImprovement Work is deemed to be Substantially CompletedPage 9Exhibit B-1191 Spring Street – Mimecast Lease pursuant to the provisions of this Section 1.4 (i.e. and the Commencement Date has therefore occurred), Tenantshall not (except with Landlord’s consent) be entitled to take possession of the Premises for the Permitted Uses untilthe Tenant Improvement Work is in fact actually Substantially Completed. 1.5Tenant’s Remedies Based on Delays in the Substantial Completion Date (A)If the Substantial Completion Date shall not have occurred by that date (the “First Interim Completion Date”)which is sixty (60) days from the Estimated Commencement Date (which date shall be extended automatically forsuch periods of time as Landlord is prevented in delivering the same by reason of Landlord’s Force Majeure (up toa maximum of ninety (90) days, in the aggregate, of Force Majeure delay) or any Tenant Delay, without limitingLandlord’s other rights on account thereof), then the Annual Fixed Rent and payments on account of the TaxExcess and the Operating Cost Excess shall be abated, from and after the Commencement Date, by one (1) day foreach one (1) day beyond the First Interim Completion Date that the Substantial Completion Date is delayed. (B)If the Substantial Completion Date shall not have occurred by that date (the “Second Interim Completion Date”)which is one hundred twenty (120) days from the Estimated Commencement Date (which date shall be extendedautomatically for such periods of time as Landlord is prevented in delivering the same by reason of Landlord’sForce Majeure (up to a maximum of ninety (90) days, in the aggregate, of Force Majeure delay) or any TenantDelay, without limiting Landlord’s other rights on account thereof), then the Annual Fixed Rent and payments onaccount of the Tax Excess and the Operating Cost Excess shall be abated, from and after the Commencement Date,for two (2) days for each one (1) day beyond the Second Interim Completion Date that the Substantial CompletionDate is delayed. (C)In addition, if the Substantial Completion Date shall have not occurred by the Outside Completion Date as set forthin Section 1.1 of the Lease (which date shall be extended automatically for such periods of time as Landlord isprevented in delivering the same by reason of Landlord’s Force Majeure (up to a maximum of ninety (90) days, inthe aggregate, of Force Majeure delay) or any Tenant Delay, without limiting Landlord’s other rights on accountthereof), then Tenant shall have the right to terminate this Lease effective as of the thirtieth (30th) day after receiptby Landlord of a notice from Tenant given on or after the Outside Completion Date (as so extended) indicatingTenant’s desire to so terminate; and upon the giving of such notice, the Term of the Lease shall cease and come toan end without further liability or obligation on the part of either party as of the expiration of the aforesaid thirty (30)business day period, unless the Substantial Completion Date shall in fact have occurred on or before such expirationdate. (D)The foregoing remedies shall be Tenant’s sole and exclusive remedies at law or in equity or otherwise for the failureof the Substantial Completion Date to have occurred within the time periods set forth above. Page 10Exhibit B-1191 Spring Street – Mimecast Lease 1.6Payment of Tenant Improvement Work Costs; Excess Costs (A)As an inducement to Tenant’s entering into the Lease, Landlord shall provide to Tenant an allowance in an amountnot to exceed the product of (i) $70.00 and (ii) the Rentable Floor Area of the Premises, as the same may beexpanded pursuant to the terms of Section 2.1.1 (the “Landlord’s Contribution”) to be used and applied byLandlord towards the total costs of the Tenant Improvement Work. The amount of Landlord’s Contribution thatTenant may apply towards the reimbursement of Tenant’s architectural and engineering fees, and mechanical,electrical and plumbing plans (the “Soft Costs”) shall be capped at an amount equal to the product of (y) $15.00and (z) the Rentable Floor Area of the Premises (the “Soft Cost Cap”), as the same may be expanded pursuant tothe terms of Section 2.1.1, but in no event shall Soft Costs include the cost of any of Tenant’s personal property,trade fixtures or trade equipment, telephone and computer systems, tel/data cabling installation, or movingexpenses. Tenant shall, at the time that Tenant gives Landlord a written Authorization to Proceed with the TenantImprovement Work, prepare and submit to Landlord a budget (the “Tenant’s Budget”) which constitutes Tenant’sgood faith estimate of the total amount of Soft Costs to be incurred in connection with the Tenant ImprovementWork. Tenant shall submit an updated Tenant’s Budget to Landlord, from time to time based upon the then currentinformation available to Tenant about the amount of the total Soft Costs for the Tenant Improvement Work. (B)Landlord shall be under no obligation to apply any portion of the Landlord’s Contribution for any purposes otherthan as provided in this Section 1.6. In addition, in the event that (i) Tenant has received notice from Landlord that itis in default of its obligations under this Lease and such default remains uncured or (ii) there are any liens which arenot bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Buildingarising out of any work performed by Tenant (it being acknowledged and agreed for these purposes that the TenantImprovement Work being performed by Landlord shall not be considered “work performed by Tenant”) or anylitigation in which Tenant is a party and which would result in a lien against Landlord’s or Tenant’s interest in theLease or the Building, then, from and after the date of such event (“Event”), Landlord shall have no furtherobligation to fund any portion of the Landlord’s Contribution and Tenant shall be obligated to pay, as AdditionalRent, all costs of the Tenant Improvement Work in excess of that portion of the Landlord’s Contribution funded byLandlord through the date of the Event, subject to reimbursement by Landlord after the condition giving rise to theEvent has been cured or otherwise rectified to Landlord’s reasonable satisfaction. Further, the Landlord’sContribution shall only be applied towards the cost of leasehold improvements and, subject to the limitations setforth in subsection (A) above, architectural and engineering fees and tel/data cabling installation. In no event shallLandlord be required to make application of any portion of the Landlord’s Contribution towards Tenant’s personalproperty, trade fixtures, trade equipment, furniture/furniture fronts or moving expenses or on account of anysupervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. Page 11Exhibit B-1191 Spring Street – Mimecast Lease (C)If the Total Costs Notice amounts for the Tenant Improvement Work plus any Change Order Costs and additionalcosts incurred as a result of Tenant Delays exceed the Landlord’s Contribution, such excess costs shall hereinafterbe defined as “Excess Costs” and shall be payable by Tenant as set forth in this Section 1.6(C). Excess Costs shallexpressly include any and all additional and/or increased costs to perform the Tenant Improvement Work as theresult of any errors, defects, discrepancies or inconsistencies in the Plans. To the extent, if any, that there are Excess Costs, Tenant shall pay to Landlord, as Additional Rent, within thirty(30) days after billing therefor, from time to time during the performance of the Tenant Improvement Work, in theproportion that the Excess Costs for the Tenant Improvement Work in the proportion that the Excess Costs bear tothe sum of the Total Costs Notice plus the total Soft Costs set forth from time to time in the Tenant’s Budget for theTenant Improvement Work; provided however, that if the Excess Costs are the result of a Change Order, thenTenant shall pay all such Excess Costs to Landlord, as Additional Rent, at the time that Tenant approves suchChange Order in accordance with Section 1.4(A) above. With respect to Soft Costs for which Tenant is entitled to request reimbursement from the Landlord’s Contribution,Tenant may from time to time request disbursements of the Landlord’s Contribution to pay such costs (or reimburseTenant for having paid such costs), up to the maximum amounts set forth in subsections (A) and (B) above,including with its request for payment a summary of the costs incurred and reasonable supporting documentationwith respect thereto (which in the case of any payment for which Tenant seeks reimbursement shall include,without limitation, paid invoices, receipts and the like evidencing such payment, as well as lien waivers inrecordable form reasonably acceptable to Landlord from all persons who might have a lien as a result of suchwork). Provided that the conditions to disbursement of the Landlord’s Contribution as set forth in this Section 1.5have otherwise been satisfied, Landlord shall disburse the requested funds to Tenant within thirty (30) days afterTenant’s request therefor. With respect to all Excess Costs, Landlord shall submit disbursement requests (each, a “Requisition”) to Tenant notmore than once during each calendar month certified by the Approved GC seeking Tenant’s share of the ExcessCosts. (D)With respect to Soft Costs, Tenant may from time to time request disbursements of the Landlord’s Contribution topay such costs (or reimburse Tenant for having paid such costs), up to the Soft Cost Cap, including with its requestfor payment a summary of the costs incurred and reasonable supporting documentation with respect thereto (whichin the case of any payment for which Tenant seeks reimbursement shall include, without limitation, paid invoices,receipts and the like evidencing such payment, as well as lien waivers in the form(s) attached as Exhibit F to thisLease from all persons who might have a lien as a result of such work). Provided that the conditions todisbursement of the Landlord’s Contribution as set forth in this Section 1.6 have otherwise been satisfied, Landlordshall disburse the requested funds to Tenant within thirty (30) days after Tenant’s request therefor; provided that,prior to the date Tenant delivers to Landlord thePage 12Exhibit B-1191 Spring Street – Mimecast Lease Authorization to Proceed required under this Work Agreement, Landlord will not be obligated to reimburse Tenantmore than 50% of the Soft Costs Cap. (E)Subject to Section 1.6(D) above, if Tenant has satisfied the conditions to disbursement of the Landlord’sContribution and Landlord fails to disburse the requested funds to Tenant within thirty (30) days of Tenant’s requesttherefor, and Landlord has not, within ten (10) business days of its receipt of Tenant’s demand, given written noticeto Tenant objecting to such demand and submitting the same to arbitration under Section 1.8 below (or if Landlordhas timely disputed Tenant’s demand, has submitted such dispute to arbitration in accordance with said Section 1.8and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlordwithin thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shallhave the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent andAdditional Rent payable under the Lease until offset in full. Notwithstanding the foregoing, Tenant shall have noright to reduce any monthly installment of Annual Fixed Rent by more than fifteen percent (15%) of the amount ofAnnual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregateamount of such deductions over the remainder of the Lease Term (as the same may have been extended) will beinsufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect suchoffset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts overthe balance of the remainder of the Lease Term. (F)Landlord shall have no obligation to pay any undisbursed amount of the Landlord’s Contribution with respect ofany Requisition submitted after the second anniversary of the Commencement Date. Tenant shall not be entitled toany unused portion of the Landlord’s Contribution, nor shall there be any application of the Landlord’sContribution toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. (G)In addition, Landlord shall provide to Tenant an allowance equal to $30,000.00 (the “HVAC Allowance”) to beused solely towards the costs of installing a new supplemental HVAC unit (the “HVAC Work”) as part of theTenant Improvement Work. In connection therewith, it is understood and agreed that the HVAC Allowance shallbe applied solely towards the cost of the HVAC Work, and to the extent Tenant does not fully utilize the HVACAllowance, Tenant shall not be entitled to apply any unused portions of such allowance towards the costs of anyother portion of the Tenant Improvement Work nor shall Tenant be entitled to any credit on account thereof. (H)The Tenant Improvement Work shall be performed on an open book basis, and Landlord shall provide Tenant witha final accounting in reasonable detail, together with all backup and supporting materials reasonably requested byTenant, prepared by Landlord for all direct costs of the Tenant Improvement Work (including Change Orders) andother costs on the Total Costs Notice and Tenant will be permitted, upon request, to review all the backup andsupporting materials. Landlord shall cause its contractors, architects, engineers and consultants to, keep full anddetailed accounts and exercise such controls as may be necessary for proper financial management of the TenantImprovement Work.Page 13Exhibit B-1191 Spring Street – Mimecast Lease 1.7Quality and Performance of Work (A)All construction work required or permitted by the Lease shall be done in a good and workmanlike manner and incompliance with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders andrequirements of all public authorities (“Legal Requirements”) and all Insurance Requirements (as defined inSection 5.12(B) of the Lease). Any work performed by or on behalf of Tenant under the Lease shall be coordinatedwith any work being performed by or on behalf of Landlord and in such a manner as to maintain harmonious laborrelations. (B)Each party authorizes the other to rely in connection with design and construction upon the written approval orother written authorizations on the party’s behalf by any Construction Representative of the party named in Section1.1 of the Lease or any person hereafter designated in substitution or addition by notice to the party relying. Eachparty may inspect the work of the other at reasonable times and shall promptly give notice of observed defects, andTenant or Tenant’s Construction Representative shall be permitted to attend all material construction meetingsrelating to the Tenant Improvement Work. Tenant acknowledges that Tenant is acting for its own benefit andaccount and that Tenant will not be acting as Landlord’s agent in performing any work that may be undertaken byor on behalf of Tenant under this Lease, and accordingly, no contractor, subcontractor or supplier of Tenant shallhave a right to lien Landlord’s interest in the Property in connection with any such work. (C)Landlord warrants to Tenant that (i) except to the extent the quality of the materials and/or equipment is specified byTenant in the Plans, the materials and equipment furnished in the performance of the Tenant Improvement Workwill be of good quality; (ii) the Tenant Improvement Work will be free from defects not inherent in the qualitydescribed in the applicable plans and specifications therefor; and (iii) the Tenant Improvement Work and allcomponents thereof shall be in good working order and condition, consistent with those of Class A office buildingsin the Market Area. Any portion of the Tenant Improvement Work not conforming to the foregoing requirementswill be considered defective. Landlord’s warranty hereunder shall not apply to materials and equipment specifiedby Tenant in the Plans, or to the extent of damage or defect caused by (1) the negligent acts or omissions or thewillful misconduct of Tenant or any Tenant Parties, (2) improper operation by any of the Tenant Parties, or (3)normal wear and tear and normal usage. The foregoing warranty with respect to each component of the Tenant Improvement Work shall commence withrespect to the Premises on the date on which Landlord has Substantially Completed the Tenant Improvement Workto the Premises and shall expire on the date which is fifty-one (51) weeks after the commencement of the warrantyon the Tenant Improvement Work (the “Warranty Period”), and Tenant shall be required to deliver notice toLandlord of any defects prior to the expiration of the Warranty Period in order to permit Landlord to take action toenforce Landlord’s warranty rights with respect to the Tenant Improvement Work. Landlord agrees that it shallcorrect any portion of the Tenant Improvement Work which during the Warranty Period is found not to be inPage 14Exhibit B-1191 Spring Street – Mimecast Lease accordance with the warranties set forth in this subsection I. Landlord shall use commercially reasonable efforts toenforce warranties from its general contractors, subcontractors, vendors and others on Tenant’s behalf. (D)Except for latent defects which could not reasonably have been discovered during the Warranty Period despite theexercise of due diligence and except to the extent to which Tenant shall have given Landlord notice of any mannerin which Landlord has not performed Landlord’s construction obligations under this Exhibit B-1 within theWarranty Period, Tenant shall be deemed conclusively to have approved Landlord’s construction and shall have noclaim that Landlord has failed to perform any of Landlord’s obligations under this Exhibit B-1. 1.8Fast Track Arbitration Any controversy, dispute or claim arising under this Exhibit B-1 shall be settled by arbitration in Boston, Massachusetts inaccordance with the Expedited Arbitration Rules of the American Arbitration Association as then in effect (unless the partiesmutually agree otherwise). The decision rendered by the arbitrator or arbitrators shall be final and conclusive upon Landlordand Tenant. To avail itself of the dispute resolution procedures of this Section 1.8, the party demanding arbitration shall file awritten notice of such demand with the other party and with the American Arbitration Association. In connection withresolution of disputes submitted to arbitration hereunder, Landlord and Tenant hereby irrevocably waive any and all rightsthey may have to resolve such dispute in a manner that is inconsistent with the provisions of this Section 1.7. The costs andadministration expenses of each arbitration hereunder shall be borne equally by the parties, and each party shall beresponsible for its own attorneys’ fees and expert witnesses’ fees. In connection with the foregoing, it is expressly understood and agreed that the parties shall continue to performtheir respective obligations under the Lease and this Exhibit B‑1 during the pendency of any arbitration proceedinghereunder (with any adjustments or reallocations to be made on account of such continued performance asdetermined by the arbitrator in his or her award).Page 15Exhibit B-1191 Spring Street – Mimecast Lease Schedule 1 to Exhibit B-1191 Spring Street, Lexington MassachusettsBase Building Specifications – Office 1.PROJECT DESCRIPTION The existing five-story structure at 191 Spring Street will be redeveloped into a multi-tenant office building equating toapproximately 160,000-170,000 Rentable Square Feet. A portion of the 1st floor of the building will be renovated into tenantamenity space including lobby, café, servery, and multi-purpose room(s). Other elements to be provided by Landlord are as follows: A.Landlord will install new windows and glazing at South, East, and West elevations. B.Existing open Atrium with overhead skylight. C.The wall and finishes shall be consistent with first class office buildings in Lexington, MA. Interior Tenant lobbyfinishes, stairs, and walls are the responsibility of the Tenant. 2.GREEN BUILDING AND SUSTAINABLE OPERATIONS A.Our sustainability strategy is broadly focused on the economic, social, and environmental aspects of our activities,which include the design and construction of our new developments and the operation of our existing buildings. B.Landlord will provide secure bike storage, common showers, and changing facilities. C.Landlord will continuously measure and manage the usage of electricity and gas using real time energyconsumption metering, Energy Intelligence Software (EIS), EPA’s ENERGY STAR Portfolio Manager® andperiodic energy audits. Landlord has established company-wide energy and emissions goals – and will make bestefforts to maintain a building ENERGY STAR score of 75 or better. D.Office building Core and Shell have been designed for solar readiness, including a space allocation for solarphotovoltaic equipment, conduit from the electrical room to the roof and compliance with structural requirements. E.Landlord will implement a Green Cleaning Program. The program requires the use of Green Seal Certified cleaningproducts, High Efficiency Particulate Air (HEPA) vacuums, dry cleaning for carpets, and restroom supply productsmade from recycled materials. Page 16Exhibit B-1191 Spring Street – Mimecast Lease 3.SITEWORK All new landscaping improvements around the building per landscape design provided by Lemon Brooke LLC by Landlord. A.Directional and way-finding signage for the project site shall be provided by the Landlord. Base Building signageby the Landlord shall include life safety signage only. B.Utilities – Domestic Water, Gas, Power, and Fire Protection services will be adequately engineered and sized toservice the building. All utilities except gas will be stuffed within the rentable square footage. C.Conduits will be provided for Telephone/Data routing as necessary to service the building. D.Outdoor Patio Area – A landscaped outdoor terrace of approximately 3,000 square feet directly accessed from theLevel 1 common area at the South Entrance approach. E.Roof Terrace – Accessible roof terrace will be provided at Southwest corner of roof and per the plan attached to theLease as Exhibit N; to include raised decking and sun-protection trellis. Roof deck to be accessed by extensions toexisting elevator and stairwells. F.Repaving – Pave and restripe parking lot and driveway areas post-construction. 4.FOUNDATIONS A.Existing foundations are cast-in-place reinforced concrete. New foundations, if necessary for Base Building, shallbe constructed of cast-in-place reinforced concrete. 5.STRUCTURE A.The existing structure will be reused. The Lower Level is an existing concrete slab on grade. Level 1 is an existingexposed cast-in-place concrete two-way pan joist floor system with concrete columns with a portion of the floorbeing concrete slab on grade. Level 2 is an existing exposed cast-in-place concrete one-way post-tensioned floorjoist system with post-tensioned girders and concrete columns. Levels 3, 4, and roof are existing exposed cast-in-place concrete one-way post-tensioned floor systems with post-tensioned girders and concrete columns with a raisedplenum floor slab system above the structural floor. All concrete floors to be patched by Landlord where largepenetrations or large pitted concrete areas need to be smoothed. In addition, Landlord shall skim the flooringlocated on the 3rd floor bridge/walkway and the 3rd floor north tower lobby. Page 17Exhibit B-1191 Spring Street – Mimecast Lease B.The existing structure to be reused has approximate existing floor to floor heights of the following dimensions: Lower Level: 19’-5”Level 1: 15’-8.5”Level 2: 13’-5”Level 3: 13’-5”Level 4: 13’-3” C.The structure has been evaluated for the following live loads: 1.Wind and seismic load in accordance with State Building Code for Existing Structures. 2.Floor live load of 100 lbs. (including partitions) based on the original structural design drawings, withreduced loads at existing locations where new topping slabs or other dead loads are added. 3.Basement mechanical equipment rooms – actual weight of equipment. 4.Roof – 40 lbs. per square foot minimum snow load based on the original structural design drawings, plusallowances for new specific drifting and equipment loads in accordance with governing building codes. 5.Roof Terrace – 60 lbs. per square foot maximum with posted live load limits and occupancy limits not toexceed 1 person per 15 square feet. 6.The existing structure can accommodate the design loads as stated. D.Structure will be fireproofed where required by the Building Code. Structural assemblies requiring fireproofing willbe sprayed with a fiber fireproofing system as provided by W. R. Grace & Co. or equal. E.Existing fire exit stairs are standard metal pan stair assemblies with painted steel handrails and concrete infill, or castin place concrete stairs. 6.ROOFING AND WATERPROOFING A.The roofing system remains in place, with minor work associated with a Core Shell project. B.Compatible roof walkway pads shall be provided for equipment access and servicing. Page 18Exhibit B-1191 Spring Street – Mimecast Lease 7.EXTERIOR WALLS A.The new exterior windows on the South, East, and West elevations of the building will reflect a “factory-style”design. Remedial and corrective work on the concrete will be performed to correct aesthetic deficiencies. B.Typical “factory-style” windows to have a manufactured look with outside applied muntins and insulated glass. C.Exterior entrance doors will be similar in aesthetic to building window systems. D.Exterior wall system to be designed in accordance with the State Building Code. E.Landlord to install 2 double set 3’0” by 8’0” doors to the Outdoor Patio Area with doors having similar aesthetic tothe remainder of the Building façade. 8.INTERIOR FINISHES A.All interior finishes shall be sanded and prepped for paint in a manner consistent with the quality of interior finishesin the other Class “A” office buildings owned by Boston Properties in Lexington, MA. B.Toilet Rooms – Landlord to renovate existing Base Building bathrooms as follows: 1.Flooring will consist of ceramic floor tile. 2.Ceramic Tile will be installed to at least 5’ above the finished floor on wet walls. Paint shall be applied onnon-tiled walls. 3.Ceiling will be acoustical ceiling tile: 2’x2’ (or 2’x4’) Armstrong CIRRUS tile set in white standard dutygrid or equal. 4.Lavatory counters will be stone or other solid surface material with backsplash and under-mount chinasinks. 5.Metal toilet enclosures will be ceiling mounted and of stainless steel panel construction. Toilet partitioncompartments shall have satin chrome hardware, one dual tissue holder, and one coat hook. 6.Each bathroom will have an automatic paper towel dispenser, a waste receptacle, ¼” polished plate glassmirror over the counter, and lavatory mounted soap dispensers. Page 19Exhibit B-1191 Spring Street – Mimecast Lease 7.Ensuite shower facilities will be provided at Lower Level with changing facilities and daylockers. Showers and lockers to be shared by all tenants in the Building. 8.Toilet room accessories will be similar or equal to those manufactured by Bobrick Company, all inaccordance with regulations of Architectural Access Board. C.Other Area Finishes 1.Existing concrete floor slab is being reused. Floors will be delivered to the Tenant in a broom cleancondition and stripped of existing floor finishes. 2.Loading Dock and Storage Area – Areas within the loading dock and storage areas shall have a concretesealer. 3.Existing exit stair treads and landings are carpet. Stairwell walls will be painted drywall. 4.Remove existing cap rail and replace with code compliant wood handrail. Install new metal horizontalrailings on top and bottom to meet necessary code requirements. D.Newly installed interior drywall surfaces will be 5/8” drywall prepared to receive paint. Interior hollow metalsurfaces will receive one coat of primer and two coats eggshell finish. Paint grade doors will be installed. 9.LOADING DOCK A.Loading dock includes one leveler. B.A connection from the loading dock to the Tenant space will be provided as indicated on the Lower Level plan.Double doors will be provided as necessary to provide access from the loading dock area to the storage area andfreight elevator. 10.WALL PARTITIONS A.All Base Building partitions will be of gypsum wall board construction complying with building code. Fire-ratedconstruction to be provided as required by code. B.Typical demising walls will consist of 3 5/8” studs or as required for wall height, insulated, up to the underside ofslab, with one layer of 5/8” gypsum board on the common side of the stud with finished drywall to receive paint. C.Exterior walls shall be framed and insulated and have drywall to encapsulate the insulation system installed byLandlord, where applicable and required by code. Walls will be taped ready to receive paint by Tenant. D.Interior tenant partitions and column enclosures are installed by Tenant.Page 20Exhibit B-1191 Spring Street – Mimecast Lease 11.WINDOW TREATMENTS A.All exterior windows at South, East, and West elevations will be equipped with manual roll down shades. 12.DOORS, FRAMES, AND HARDWARE A.Metal doors shall be provided at service core and mechanical rooms. They will be flush type 3’ x 8’ x 1-3/4” withveneer or stained hardwood finish at rooms with guest access (toilet rooms) and painted hollow metal at servicerooms (electrical closets, mechanical rooms, etc.) in accordance with fire resistive requirements for each opening. B.Exterior service doors will be painted hollow metal 3’ x 7’ x 1-3/4” in a painted hollow metal frame. At storefrontand curtain wall locations, aluminum doors with glazing will be provided by the Landlord. C.Frames – All Base Building doors, except storefront doors, shall be installed and painted. Hollow metal door frameand door colors will be determined by Landlord. D.Hardware – Base Building doors shall have mortise-bodied levers with keyed locksets and closers. E.Hardware sets shall be Schlage, Sargent or approved equal. F.Hardware shall be a brushed aluminum or brushed chrome finish. 13.VERTICAL TRANSPORTATION A.Two existing passenger elevators are provided at the North entrance. An existing single passenger elevator isprovided at the South entrance. B.The elevator materials and color selected for the interiors of the building’s passenger cabs shall be determined byLandlord. 14.PLUMBING A.All material and workmanship shall be in strict accordance with the following codes: 1.Massachusetts State Plumbing Code. 2.Massachusetts State Building Code. 3.National Fire Codes. 4.Requirements of the local regulatory authorities. Page 21Exhibit B-1191 Spring Street – Mimecast Lease B.Sanitary Waste and Vent System Interior waste and vent piping shall convey wastes to the underground sanitary waste system and shall be ventedthrough the roof as required by code. Exterior sanitary waste are connected to the site sanitary service outside thebuilding. C.Roof drainage system Interior roof drains are installed to drain all roof surfaces and are connected to the site storm drain outside of thebuilding. D.Cold and Hot Water System Cold and hot water systems shall be installed to service all Base Building fixtures and equipment requiring cold andhot water and shall be sized in accordance with the requirements of the applicable plumbing codes. E.Natural Gas System Gas piping shall convey gas from the outlet of the meter to all Base Building equipment requiring gas and shall besized in accordance with applicable fuel gas codes. F.Piping and Fittings Piping and fittings shall be cast iron for sanitary and storm; copper for water; and black steel for natural gas. G.Insulation All above ground cold and hot water piping, valves, and fittings shall be insulated, up to the mechanical shockabsorbers. H.Water Meter Water meter and piping are installed in accordance with the requirements of the local municipal service provider. I.Plumbing Fixtures Fully-accessible, hands-free fixtures shall be provided in the Base Building toilet rooms. The number of plumbingfixtures shall be as required by applicable codes and shall be as follows: 1.Water closets shall be elongated, low-flow, auto flush valve closets with 1 ½” top spud and exposed valveas manufactured by Sloan Company, or approved equal, with white, open front seats, no cover. Page 22Exhibit B-1191 Spring Street – Mimecast Lease 2.Urinals shall be wall-hung, low flow, white with ¾” top spud, exposed valve as manufactured by SloanCompany, or approved equal. 3.Lavatories shall be auto detect under mount type with hot and cold fixtures. 4.Shower mixing valves shall be pressure balancing, temperature selection type with accessible accessorieswhere required. Shower heads shall be low-flow type. 5.Provide electric hot water heaters for Base Building core restrooms. 15.FIRE PROTECTION SYSTEM A.The automatic light hazard fire protection system is to be furnished by the Landlord, and an automatic standpipesystem equipped with 2 ½” fire department hose valves on each floor landing in each stairwell is also provided. B.The Base Building sprinkler system will consist of general coverage (15’ x 15’ grid) with upturned heads to meetminimum code requirements for light hazard occupancy. All relocation and/or additional heads and associatedpiping shall be Tenant work. C.The combination sprinkler/standpipe system will include wet alarm check valves located at the service entry. Alarmcheck valves where required are provided in the Base Building design. D.Dry pipe sprinkler system will be installed in the Loading Dock area as required by code. E.The sprinkler system on each floor will have a floor control valve assembly for isolating the sprinkler system formaintenance or for modifications due to Tenant Work. F.The Tenant’s Work will include the installation of distribution piping, sprinkler heads throughout the building inaccordance with the code requirements for Tenant’s particular uses and layouts. G.Tenant’s fire protection drawings shall be approved by the Landlord. H.The combination sprinkler/standpipe system will be designed to meet NFPA, state and local governmentalrequirements. I.Existing hydrants are located on the site as required by NFPA, state and local requirements. J.The combination sprinkler and standpipe system alarm and supervisory devices will be interfaced with the fire alarmsystem as required by NFPA 13, Massachusetts State Building Code, and local municipal requirements. The BaseBuilding fire protection is designed per MA State Building Code. K.All sprinkler system piping and equipment shall be tested in accordance with all applicable codes and localmunicipal requirements. Page 23Exhibit B-1191 Spring Street – Mimecast Lease 16.HEATING, VENTILATING AND AIR CONDITIONING All items provided as part of Landlord’s Work unless otherwise noted. A.Materials, equipment and systems installed shall meet all requirements of applicable local codes. B.Base Building HVAC system includes medium pressure supply and return horizontal air tunnels within the floorslab on each floor for extension by Tenant. Also includes hot water supply/return risers capped and valvedconnections on each floor for extension by Tenant. C.Tenant’s Work includes hot water distribution system, connection and tie into on floor supply and return air tunnels,and all downstream secondary ductwork, interior and exterior VAV boxes, controls, registers, grilles and diffusers,perimeter hot water radiation as scheduled and located on the documents. D.Design Conditions 1.The HVAC systems shall be designed to maintain the following conditions: As provided in design. Outdoor summer = 91F DB / 73F WBIndoor summer = 75F DB / 62F WB (50% RH)Outdoor winter = 7F DBIndoor winter = 70F DB Outside air shall be introduced to the building in accordance with ASHRAE Standards. 2.For Tenant areas, the load calculations shall be based on a maximum sustained peak loading condition ofone (1) person per one hundred fifty (150) usable square feet and a combined lighting and power load of4.0 watts per usable square foot office. E.Scope of Work The HVAC system will consist of air handling units with chilled and hot water coils. The units will be completewith supply fan, return fan, variable frequency drives, and heat for morning warm-up. Medium pressure supply andreturn air systems shall be provided as part of the Base Building Work. All run-outs, connections to the mediumpressure supply air system and in-slab distribution work, including associated variable air volume boxes (interiorand exterior zones), shall be part of the Tenant Improvements Work. The Tenant Improvements shall be designedsuch that the interior zones shall be controlled by the usePage 24Exhibit B-1191 Spring Street – Mimecast Lease of variable air volume boxes with remote thermostats and the building perimeter areas shall be controlled by the useof VAV terminal units with hot water heating coils. Each office floor will be provided with capped off hot waterpipe work to be connected to a Tenant installed perimeter hot water fin-tube system, specified by Landlord. Base Building Work HVAC System shall include: 1.Toilet and miscellaneous exhaust fans with separate exhaust system. 2.Medium pressure supply and return air systems to be on each floor. 3.Gas fired hot water boilers, pumps, piping and controls. Supply and return piping risers with capped andvalved connections on each floor for future extension by the Tenant. 4.DDC control system for the Base Building air handling units and VAV boxes. F.All required balancing tests and adjustments for all Base Building systems, including air systems, automatic control,and piping systems will be performed by accredited personnel. Tenant shall perform balancing tests uponcompletion of Tenant Improvement work. G.All low pressure supply duct work in Base Building unconditioned spaces, under roof and in mechanical equipmentrooms shall be insulated. All low pressure supply ductwork above air conditioned space will be insulated. Landlordwill remove all surface mounted ductwork. H.The entire building system shall be controlled and monitored by a Building Management System, which shallautomatically monitor and adjust building temperatures and energy usage. Lighting control shall be furnished andinstalled by the Tenant and may utilize the BMS at the Tenant’s election. 17.ELECTRICAL A.General: All electrical work shall conform to The National Board of Fire Underwriters, the latest edition of theMassachusetts Electrical Code. B.Base Building electrical system extends up to the Base Building electric room sized to accommodate Tenantelectrical design load of 6.0 watts/SF for lighting and power. C.Design Conditions: 1.Service shall be capable of satisfying all the Base Building power requirements for heating, ventilating, airconditioning equipment, common areas power and lighting, and building site lighting. Page 25Exhibit B-1191 Spring Street – Mimecast Lease 2.Lighting power densities shall be designed to Massachusetts State Building Code, 8th Edition CMR 780Chapter 13 Energy Conservation Code for the following lighting levels: •Office areas (tenant improvements) – 0.98 watts/SF (building area method) •Lobby and toilet areas – 0.98 watts/SF (building area method) •Storage areas – 0.63 watts/SF (building area method) •Closets and mechanical areas – as required, including individual switching – 0.95 watts/SF (buildingarea method) 3.Tenant lighting and equipment power shall be designed for 6.0 watts connected load per usable squarefoot. D.Electric Power Distribution: 1.The building shall be served by a 277/480 volt three phase, 4 wire service. 2.The building shall be provided with a utility grade electric meter. 3.If required by code, a Base Building emergency generator will be installed by Landlord to provide backuppower for building life safety systems and building lighting for emergency egress. If a dedicated emergency power generator is not required by code, then emergency egress lighting will beprovided by integral emergency ballast and battery system. 4.A 277/480 volt, three-phase, four-wire distribution panels in (2) electrical closets per floor and low voltagetransformers shall be provided as required for Base Building work. All distribution of electricity from the building’s service for Tenants’ use, including high and low voltagepanels, transformers, shall be by Tenant. Panels for Tenant use to support Tenant Improvement work shallbe provided by the Tenant. 5.The electrical switchgear manufacturer shall be General Electric, Cutler Hammer, Siemens, Square D,Westinghouse, or approved equal. 6.Panel boards as manufactured by General Electric, Cutler Hammer, Siemens, Square D, or approvedequal. 7.Dry Type Transformers as manufactured by General Electric, Cutler Hammer, Siemens, Square D,Jefferson, or approved equal.Page 26Exhibit B-1191 Spring Street – Mimecast Lease 8.Landlord shall provide check metering equipment, at Landlord’s expense, capable of remote reading asmay be required for LEED certification. 9.Landlord shall clear all existing walker duct free from existing wiring and/or debris to allow for futuretenant installation and Landlord shall repair any damage to the top plate of the walker duct caused byLandlord’s wiring removal. E.Wiring methods shall be as follows: 1.Type “THWN” or “THHN” wires installed in electric metallic tubing (emt) for main, sub main feeders,and branch circuitry. 2.Flexible metal conduit may utilize branch circuitry above acoustic ceiling. F.The following items shall be included in the Tenant’s Work: 1.Tenant shall make the necessary connection to the Base Building busway and/or distribution panelsprovided in two (2) electrical closets per floor providing all panel boards, transformers, wiring, devicesand related electrical components required to service their electrical requirements. All Tenant buswaytakeoffs and Tenant panelboards shall be by Tenant. 2.Tenant to provide panel boards as follows: •480/277 volt mechanical panels •480/277 volt lighting panels •208/120 volt power panels 3.Supply power with characteristics as follows: •480 volts three phase to all motors ½ horsepower and larger. •277 volts single phase to all LED and fluorescent (and other discharge type lamp) lighting fixtures. •120 volts single phase to all general convenience receptacle outlets. •Special power for hard-wired or receptacle connections to appliances. 4.Incorporate three-phase dry type transformers (480 volt delta to 208/128 volt wye) as required to producethe aforementioned supply characteristics which are not available from direct connection off the mainservice characteristics. Page 27Exhibit B-1191 Spring Street – Mimecast Lease 5.Lighting fixtures other than in the Main Entrance Lobby, Base Building stairs, building service rooms andBase Building toilet rooms. 6.Life safety egress as required by local and state codes. Fixtures will utilize LED or T8 lamps, electronicballasts and/or battery packs. 7.Motors, Motor Starters and Power Circuit Wiring: •Motors will be furnished and installed separate from the electric work. •Motor starters will be furnished and installed as part of the electric work. Starters for air conditioningcompressors will be supplied by mechanical contractor. •The electric work shall include all power circuit wiring up to motor terminals together with finalconnections to same. G.Rough-in Provisions for Telephone/Data Company: 1.Service entrance conduits extending from the property line to a main telephone room on Lower Level. 2.One (1) main telephone closet on Lower Level. 3.Two (2) 4.8 sheets of fire rated plywood mounted to wall in main telephone room. H.Automatic Addressable Fire Alarm Detection System: 1.A fire alarm system for the building common areas shall be installed in accordance with all currentapplicable building codes including NFPA and ADA. 2.Fire alarm devices outside the core areas and within the Premises shall be installed as part of the TenantsWork. 3.Base Building fire alarm system shall have capacity to accommodate speaker and strobe devices per floorfor Tenant’s use as per code. 4.Fire Alarm equipment as manufactured by E.S.T., Simplex, Honeywell, Notifier, Alerton, or approvedequal. 5.The Fire Alarm Transponder Cabinets shall have spare capacity for additional initiation devices requiredfor Tenant fit out. Page 28Exhibit B-1191 Spring Street – Mimecast Lease 18.ACCESS CONTROL AND SECURITY SYSTEM Landlord to provide door hardware and locking hardware only, for the perimeter card access system including the electricdoor locks, raceways, and power for main exterior entries. If Tenant requires interior card security, then security wiring, card readers, and the interior security system shall be furnishedand installed by Tenant. 19.OTHER CLARIFICATIONS A.The following items shall be part of Tenant’s Work and are not included in the Landlord’s Work or theresponsibility of the Landlord: 1.Ceiling high demising partitions except on multi-tenant floors 2.Internal tenant entrance doors and interior doors 3.Acoustical ceilings 4.Carpet or other floor covering 5.Interior finish on exterior wall 6.Light fixtures 7.Single pole switches 8.Wall-mounted duplex outlets 9.Wall-mounted telephone outlets 10.Final sprinkler head layout, fixture upgrades, quantities above Base Building, and all piping associatedwith changes 11.Interior and exterior VAV boxes, all Registers, Diffusers and Grilles (RDG) with medium pressure anddistribution ductwork. Medium pressure supply ductwork shall have duct sound attenuators and externalduct insulation throughout 12.Hot water distribution system within tenant spaces 13.All electrical work on Tenant’s meter 14.Fire alarm stations and exit signs required by code (but such items shall be included in Base Building tothe extent located in core areas) 15.Elevator lobby finishes on single tenant floors (elevator frames and doors are brushed stainless steel) Page 29Exhibit B-1191 Spring Street – Mimecast Lease EXHIBIT B-2TENANT PLANS DATES Event Date Interim Plans Submission Date (Design Development): February 14, 2017 Final Plans Date (100% Complete): March 31, 2017 Tenant Costs Notice: April 28, 2017 Long-Lead Item Release Date: April 28, 2017 Authorization to Proceed Date: May 1, 2017 Page 1Exhibit B-2191 Spring Street – Mimecast Lease EXHIBIT B-3 TENANT PLAN AND WORKING DRAWING REQUIREMENTS 1.Floor plan indicating location of partitions and doors (details required of partition and door types). 2.Location of standard electrical convenience outlets and telephone outlets. 3.Location and details of special electrical outlets; (e.g. Xerox), including voltage, amperage, phase and NEMA configurationof outlets. 4.Reflected ceiling plan showing layout of standard ceiling and lighting fixtures. Partitions to be shown lightly with switcheslocated indicating fixtures to be controlled. 5.Locations and details of special ceiling conditions, lighting fixtures, speakers, etc. 6.Location and heat load in BTU/Hr. of all special air conditioning and ventilating requirements and all necessary HVACmechanical drawings. 7.Location and details of special structural requirements, e.g., slab penetrations and areas with floor loadings exceeding a liveload of 70 lbs./s.f. 8.Locations and details of all plumbing fixtures; sinks, drinking fountains, etc. 9.Location and specifications of floor coverings, e.g., vinyl tile, carpet, ceramic tile, etc. 10.Finish schedule plan indicating wall covering, paint or paneling with paint colors referenced to standard color system. 11.Details and specifications of special millwork, glass partitions, rolling doors and grilles, blackboards, shelves, etc. 12.Hardware schedule indicating door number keyed to plan, size, hardware required including butts, latchsets or locksets,closures, stops, and any special items such as thresholds, soundproofing, etc. Keying schedule is required. 13.Verified dimensions of all built-in equipment (file cabinets, lockers, plan files, etc.). 14.Location of any special soundproofing requirements. 15.All drawings to be uniform size and shall incorporate the standard project electrical and plumbing symbols and be at a scaleof 1/8” = 1’ or larger. 16.Drawing submittal shall include the appropriate quantity required for Landlord to file for permit along with four half size setsand one full size set for Landlord’s review and use. 17.Provide all other information necessary to obtain all permits and approvals for Landlord’s Work. 18.Upon completion of the work, Tenant shall provide Landlord with two hard copies and one CAD file of the RecordDrawings to reflect all project sketches and changes. Page 1Exhibit B-3191 Spring Street – Mimecast Lease EXHIBIT B‑4 INITIAL PLANS Page 1Exhibit B-4191 Spring Street – Mimecast Lease Page 1Exhibit C191 Spring Street – Mimecast Lease Page 2Exhibit C191 Spring Street – Mimecast Lease EXHIBIT C LANDLORD SERVICES I.CLEANING Cleaning and janitorial services shall be provided as needed Monday through Friday, exclusive of holidays observed by thecleaning company and Saturdays and Sundays. A.OFFICE AREAS Cleaning and janitorial services to be provided in the office areas shall include: 1.Vacuuming, damp mopping of resilient floors and trash removal. 2.Dusting of horizontal surfaces within normal reach (tenant equipment to remain in place). 3.High dusting and dusting of vertical blinds to be rendered as needed. B.LAVATORIES Cleaning and janitorial services to be provided in the common area lavatories of the building shall include: 1.Dusting, damp mopping of resilient floors, trash removal, sanitizing of basins, bowls and urinalsas well as cleaning of mirrors and bright work. 2.Refilling of soap, towel, tissue and sanitary dispensers to be rendered as necessary. 3.High dusting to be rendered as needed. C.MAIN LOBBIES, ELEVATORS, STAIRWELLS AND COMMON CORRIDORS Cleaning and janitorial services to be provided in the common areas of the building shall include: 1.Trash removal, vacuuming, dusting and damp mopping of resilient floors and cleaning andsanitizing of water fountains. 2.High dusting to be rendered as needed. D.WINDOW CLEANING All exterior windows shall be washed on the inside and outside surfaces at a frequency necessary to maintain a firstclass appearance.Page 3Exhibit C191 Spring Street – Mimecast Lease II.HVAC A.Heating, ventilating and air conditioning equipment will be provided with sufficient capacity to accommodate amaximum population density of one (1) person per one hundred fifty (150) square feet of useable floor area served,and a combined lighting and standard electrical load of 3.0 watts per square foot of useable floor area. In the eventTenant introduces into the Premises personnel or equipment which overloads the system’s ability to adequatelyperform its proper functions, Landlord shall so notify Tenant in writing and supplementary system(s) may berequired and installed by Landlord at Tenant’s expense, if within fifteen (15) days Tenant has not modified its useso as not to cause such overload. Operating criteria of the basic system shall not be less than the following: (i)Cooling season indoor temperature of not in excess of 73 – 79 degrees Fahrenheit when outdoortemperatures are 91 degrees Fahrenheit ambient. (ii)Heating season minimum room temperature of 68 – 75 degrees Fahrenheit when outdoortemperatures are 6 degrees Fahrenheit ambient. B.Landlord shall provide heating, ventilating and air conditioning as normal seasonal changes may require during thehours of 8:00 a.m. to 7:00 p.m. Monday through Friday (legal holidays in all cases excepted). If Tenant shall require air conditioning (during the air conditioning season) or heating or ventilating during anyother time period, Landlord shall use landlord’s best efforts to furnish such services for the area or areas specifiedby written request of Tenant delivered to the Building Superintendent or the Landlord before 3:00 p.m. of thebusiness day preceding the extra usage. Landlord shall charge Tenant for such extra-hours usage at reasonablerates customary for first-class office buildings in the Boston Suburban market, and Tenant shall pay Landlord, asAdditional Rent, upon receipt of billing therefor. III.ELECTRICAL SERVICES A.Landlord shall provide electric power for a combined load of 6.0 watts per square foot of useable area for lightingand for office machines through standard receptacles for the typical office space. B.In the event that Tenant has special equipment (such as computers and reproduction equipment) that requires either3-phase electric power or any voltage other than 120 volts, or for any other usage, Landlord may at its optionrequire the installation of separate metering (Tenant being solely responsible for the costs of any such separate meterand the installation thereof) and direct billing to Tenant for the electric power required for any such specialequipment. Page 4Exhibit C191 Spring Street – Mimecast Lease C.Landlord will furnish and install, at Tenant’s expense, all replacement lighting tubes, lamps and ballasts required byTenant. Landlord will clean lighting fixtures on a regularly scheduled basis at Tenant’s expense. IV.ELEVATORS Provide passenger elevator service twenty-four (24) hours per day, seven (7) days per week, fifty-two (52) weeks per yearduring the Lease Term (subject to events of Landlord’s Force Majeure and to Landlord’s right to periodically shut downelevators for repairs and maintenance; it being understood and agreed in connection with the foregoing that elevator servicewill be disrupted in the event of power outages at the Building). V.WATER Provide tempered water for lavatory purposes and cold water for drinking, lavatory and toilet purposes. VI.CARD ACCESS SYSTEM Landlord will provide a card access system at one entry door of the Building. Page 5Exhibit C191 Spring Street – Mimecast Lease EXHIBIT D FLOOR PLANS Page 1Exhibit D191 Spring Street – Mimecast Lease Page 2Exhibit D191 Spring Street – Mimecast Lease EXHIBIT E FORM OF DECLARATION AFFIXING THE COMMENCEMENT DATE OF LEASE THIS AGREEMENT made this day of , 200 , by and between [LANDLORD] (hereinafter “Landlord”)and Mimecast North America, Inc. (hereinafter “Tenant”). W I T N E S S E T H T H A T: 1.This Agreement is made pursuant to Section [2.4] of that certain Lease dated [date], between Landlord and Tenant(the “Lease”). 2.It is hereby stipulated that the Lease Term commenced on [commencement date], (being the “CommencementDate” under the Lease), and shall end and expire on [expiration date], unless sooner terminated or extended, as provided for in theLease. WITNESS the execution hereof by persons hereunto duly authorized, the date first above written. LANDLORD: 191 Spring Street Trust u/d/t dated May 6, 1985recorded with the Middlesex South District Registryof Deeds in Book 16197, Page 583, as amended By: Name:David Provost Title:By Delegation on behalf of the Trustees TENANT: ATTEST: MIMECAST NORTH AMERICA, INC. By: By: Name: Name: Title: Title: Hereunto duly authorized Page 1Exhibit E191 Spring Street – Mimecast Lease EXHIBIT F FORMS OF LIEN WAIVERS CONTRACTOR’S PARTIAL WAIVER AND SUBORDINATION OF LIEN STATE OF Date: COUNTYApplication for Payment No.: OWNER: CONTRACTOR: LENDER / MORTGAGEE:None 1.Original Contract Amount:$ 2.Approved Change Orders:$ 3.Adjusted Contract Amount:$ (line 1 plus line 2) 4.Completed to Date:$ 5.Less Retainage:$ 6.Total Payable to Date:$ (line 4 less line 5) 7.Less Previous Payments:$ 8.Current Amount Due:$ (line 6 less line 7) 9.Pending Change Orders:$ 10.Disputed Claims:$ The undersigned who has a contract with _________________________ for furnishing labor or materials or both labor andmaterials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or otherimprovement of real property known and identified as located in ____________ (city or town), _________County,_________________________ and owned by _________________, upon receipt of __________ ($__________) in payment of aninvoice/requisition/application for payment dated __________________ does hereby: Page 1Exhibit F191 Spring Street – Mimecast Lease (a)waive any and all liens and right of lien on such real property for labor or materials, or both labor and materials, orrental equipment, appliances or tools, performed or furnished through the following date ________________(payment period), except for retainage, unpaid agreed or pending change orders, and disputed claims as statedabove; (b)subordinate any and all liens and right of lien to secure payment for such unpaid, agreed or pending change ordersand disputed claims, and such further labor or materials, or both labor and materials, or rental equipment, appliancesor tools, except for retainage, performed or furnished at any time through the twenty-fifth day after the end of theabove payment period, to the extent of the amount actually advanced by the above lender/mortgagee through suchtwenty-fifth day. Signed under the penalties of perjury this _________ day of _________, 20__. WITNESS: CONTRACTOR: Name: Name: Title: Title: Page 2Exhibit F191 Spring Street – Mimecast Lease SUBCONTRACTOR’S LIEN WAIVER General Contractor: Subcontractor: Owner: Project: Total Amount Previously Paid:$ Amount Paid This Date:$ Retainage (Including This Payment) Held to Date:$ In consideration of the receipt of the amount of payment set forth above and any and all past payments received from the Contractor inconnection with the Project, the undersigned acknowledges and agrees that it has been paid all sums due for all labor, materials and/orequipment furnished by the undersigned to or in connection with the Project and the undersigned hereby releases, discharges,relinquishes and waives any and all claims, suits, liens and rights under any Notice of Identification, Notice of Contract or statement ofaccount with respect to the Owner, the Project and/or against the Contractor on account of any labor, materials and/or equipmentfurnished through the date hereof. The undersigned individual represents and warrants that he is the duly authorized representative of the undersigned, empowered andauthorized to execute and deliver this document on behalf of the undersigned and that this document binds the undersigned to theextent that the payment referred to herein is received. The undersigned represents and warrants that it has paid in full each and every sub-subcontractor, laborer and labor and/or materialsupplier with whom undersigned has dealt in connection with the Project and the undersigned agrees at its sole cost and expense todefend, indemnify and hold harmless the Contractor against any claims, demands, suits, disputes, damages, costs, expenses (includingattorneys’ fees), liens and/or claims of lien made by such sub-subcontractors, laborers and labor and/or material suppliers arising out ofor in any way related to the Project.Page 3Exhibit F191 Spring Street – Mimecast Lease Signed under the penalties of perjury as of this ______ day of ______________, 20__. SUBCONTRACTOR: Signature and Printed Name of Individual Signing this Lien Waiver WITNESS: Name: Title: Dated: Page 4Exhibit F191 Spring Street – Mimecast Lease CONTRACTOR’S WAIVER OF CLAIMS AGAINST OWNER AND ACKNOWLEDGMENT OF FINAL PAYMENT Commonwealth of MassachusettsDate: COUNTY OF Invoice No.: OWNER: CONTRACTOR: PROJECT: 1.Original Contract Amount:$ 2.Approved Change Orders:$ 3.Adjusted Contract Amount:$ 4.Sums Paid on Account of Contract Amount:$ 5.Less Final Payment Due:$ The undersigned being duly sworn hereby attests that when the Final PaymentDue as set forth above is paid in full by Owner, such payment shall constitute payment in full for all labor, materials, equipment andwork in place furnished by the undersigned in connection with the aforesaid contract and that no further payment is or will be due tothe undersigned. The undersigned hereby attests that it has satisfied all claims against it for items, including by way of illustration but not by way oflimitation, items of: labor, materials, insurance, taxes, union benefits, equipment, etc. employed in the prosecution of the work of saidcontract, and acknowledges that satisfaction of such claims serves as an inducement for the Owner to release the Final Payment Due. The undersigned hereby agrees to indemnify and hold harmless the Owner from and against all claims arising in connection with itsContract with respect to claims for the furnishing of labor, materials and equipment by others. Said indemnification and hold harmlessshall include the reimbursement of all actual attorney’s fees and all costs and expenses of every nature, and shall be to the fullest extentpermitted by law. The undersigned hereby irrevocably waives and releases any and all liens and right of lien on such real property and other property ofthe Owner for labor or materials, or both labor and materials, or rental equipment, appliances or tools, performed or furnished by theundersigned, and anyone claiming by, through, or under the undersigned, in connection with the Project.Page 5Exhibit F191 Spring Street – Mimecast Lease The undersigned hereby releases, remises and discharges the Owner, any agent of the Owner and their respective predecessors,successors, assigns, employees, officers, shareholders, directors, and principals, whether disclosed or undisclosed (collectively“Releasees”) from and against any and all claims, losses, damages, actions and causes of action (collectively “Claims”) which theundersigned and anyone claiming by, through or under the undersigned has or may have against the Releasees, including, withoutlimitation, any claims arising in connection with the Contract and the work performed thereunder. Notwithstanding anything to the contrary herein, payment to the undersigned of the Final Payment Due sum as set forth above, shallnot constitute a waiver by the Owner of any of its rights under the contract including by way of illustration but not by way of limitationguarantees and/or warranties. Payment will not be made until a signed waiver is returned to Owner. The undersigned individual represents and warrants that he/she is the duly authorized representative of the undersigned, empoweredand authorized to execute and deliver this document on behalf of the undersigned. Page 6Exhibit F191 Spring Street – Mimecast Lease Signed under the penalties of perjury as of this ___ day of ________________, _____. Corporation By: Name: Title: Hereunto duly authorized COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFOLK On this ___ day of __________, 20___, before me, the undersigned notary public, personally appeared_____________________________, proved to me through satisfactory evidence of identification, to be the person whose name issigned on the preceding or attached document, and acknowledged to me that he/she signed it as ______________ for______________, a corporation/partnership voluntarily for its stated purpose. NOTARY PUBLICMy Commission Expires: Page 7Exhibit F191 Spring Street – Mimecast Lease EXHIBIT G FORM OF LETTER OF CREDIT [Letterhead of a money center bank acceptable to the Owner] [Please note the tenant on this Letter of Credit must match the exact tenant entity in the Lease] [date] 191 Spring Street Trustc/o Boston Properties LP800 Boylston Street, Suite 1900Boston, Massachusetts 02199-8103Attn: Lease Administration, Legal Dept. Ladies and Gentlemen: We hereby establish our Irrevocable Letter of Credit and authorize you to draw on us at sight for the account of [Tenant](“Applicant”), the aggregate amount of [spell out dollar amount] and [__]/100 Dollars [($ )]. You shall have the right to makepartial draws against this Letter of Credit from time to time. Funds under this Letter of Credit are available to the beneficiary hereof as follows: Any or all of the sums hereunder may be drawn down at any time and from time to time from and after the date hereof by[Landlord] (“Beneficiary”) when accompanied by this Letter of Credit and a written statement signed by an individual purporting to bean authorized agent of Beneficiary, certifying that such moneys are due and owing to Beneficiary, and a sight draft executed andendorsed by such individual. This Letter of Credit is transferable in its entirety to any successor in interest to Beneficiary as owner of [Property, Address,City/Town, State]. Should a transfer be desired, such transfer will be subject to the return to us of this advice, together with writteninstructions. Any fees related to such transfer shall be for the account of the Applicant. The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letterof Credit shall be duly honored upon presentation and delivery of the certification specified above. This Letter of Credit shall expire on [Final Expiration Date]. Page 1Exhibit G191 Spring Street – Mimecast Lease Notwithstanding the above expiration date of this Letter of Credit, the term of this Letter of Credit shall be automaticallyrenewed for successive, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, theundersigned shall give written notice to Beneficiary, by certified mail, return receipt requested and at the address set forth above or atsuch other address as may be given to the undersigned by Beneficiary, that this Letter of Credit will not be renewed. If any instructions accompanying a drawing under this Letter of Credit request that payment is to be made by transfer to youraccount with another bank, we will only effect such payment by fed wire to a U.S. regulated bank, and we and/or such other bank mayrely on an account number specified in such instructions even if the number identifies a person or entity different from the intendedpayee. This Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision),International Chamber of Commerce Publication 500. Very truly yours, [Name of Issuing Bank] By: Name: Title: Page 2Exhibit G191 Spring Street – Mimecast Lease EXHIBIT H FORM OF CERTIFICATE OF INSURANCE Page 1Exhibit H191 Spring Street – Mimecast Lease Page 2Exhibit H191 Spring Street – Mimecast Lease EXHIBIT I‑1 BUILDING SIGNAGE Page 1Exhibit I‑1191 Spring Street – Mimecast Lease EXHIBIT I‑2 MONUMENT SIGNAGE Page 1Exhibit I‑2191 Spring Street – Mimecast Lease EXHIBIT I‑3 ENTRANCE SIGNAGE Page 1Exhibit I‑3191 Spring Street – Mimecast Lease EXHIBIT J BROKER DETERMINATION OF PREVAILING MARKET RENT Where in the Lease to which this Exhibit is attached provision is made for a Broker Determination of Prevailing Market Rent, thefollowing procedures and requirements shall apply: 1.Definition of Prevailing Market Rent. “Prevailing Market Rent” shall mean the annual fair market rental value of thePremises or the applicable expansion premises in connection Tenant’s exercise of its options under Section 2.4.1, Article XIor Article XII, as applicable, of the Lease. Such annual fair market rental value determination (a) may include provision forannual increases in rent during the Lease Term or the Extended Term, as applicable, if so determined, (b) shall take accountof, and be expressed in relation to, the payment in respect of taxes and operating costs and provisions for paying for so-calledtenant electricity as contained in this Lease, (c) shall be based on comparable office lease transactions with third party tenantsfor office space in the Building and in comparable first class office buildings in the Route 128 West Suburban Class A market(the “Market Area”), including premises within the Complex if at the time such quotation is requested such premises shall beavailable for rent, and (d) shall take into account all relevant factors as determined by the brokers selected in accordance withthe provisions hereof, including, without limitation, the base years for Landlord’s Operating Expenses and Taxes. 2.Tenant’s Request. Tenant shall send a notice to Landlord by the time set for such notice in the applicable section of theLease, requesting a Broker Determination of the Prevailing Market Rent, which notice to be effective must (i) make explicitreference to the Lease and to the specific section of the Lease pursuant to which said request is being made, (ii) include thename of a broker selected by Tenant to act for Tenant, which broker shall be affiliated with a major commercial real estatebrokerage firm selected by Tenant and which broker shall have at least ten (10) years’ experience dealing in properties of anature and type generally similar to the Building located in the Market Area, and (iii) explicitly state that Landlord is requiredto notify Tenant within thirty (30) days of an additional broker selected by Landlord. 3.Landlord’s Response. Within thirty (30) days after Landlord’s receipt of Tenant’s notice requesting the BrokerDetermination and stating the name of the broker selected by Tenant, Landlord shall give written notice to Tenant ofLandlord’s selection of a broker having at least the affiliation and experience referred to above. 4.Selection of Third Broker. Within ten (10) days thereafter the two (2) brokers so selected shall select a third such broker (the“Third Broker”) also having at least the affiliation and experience referred to above, provided, as a further qualification, thatthe Third Broker shall not be an individual who is then under contract to represent either Landlord or Tenant. 5.Rental Value Determination. Within thirty (30) days after the selection of the Third Broker, the three (3) brokers so selected,by majority opinion, shall make a determination of the annual fair market rental value of the Premises for the period referredto in the Lease. Such annual fair market rental value determination (i) shall require rent to commence upon thecommencement of the period in question, and may include provision for annual increases in rent during said term ifPage 1Exhibit J191 Spring Street – Mimecast Lease so determined, (ii) shall take into account the as-is condition of the Premises and the amount, if any, that Landlord will bemaking available to Tenant as a leasehold improvements allowance, as specified in Landlord’s rent quotation as set forth inthe Lease, (iii) shall take account of, and be expressed in relation to, the applicable tax and operating cost bases expressly setforth in the Lease and provisions for paying for so-called tenant electricity as contained in the Lease and (iv) shall take intoaccount all relevant factors as determined by the brokers. The brokers shall advise Landlord and Tenant in writing by theexpiration of said thirty (30) day period of the annual fair market rental value which as so determined shall be referred to asthe Prevailing Market Rent. 6.Resolution of Broker Deadlock. If the Brokers are unable by the expiration of such thirty (30) day period to agree at least bymajority on a determination of annual fair market rental value, then the brokers designated by Landlord and Tenant shallsubmit their individual determinations of fair market rental value to the Third Broker within five (5) days after the expirationof such thirty (30) day period and the Third Broker shall select from these two individual determinations the one closest to theThird Broker’s own individual determination of fair market rental value, and the determination so selected shall constitute andbe referred to as the Prevailing Market Rent. 7.Costs. Each party shall pay the costs and expenses of the broker selected by it and each shall pay one half (1/2) of the costsand expenses of the Third Broker. 8.Failure to Select Broker or Failure of Broker to Serve. If Tenant shall have requested a Broker Determination and Landlordshall not have designated a broker within the time period provided therefor above, then Tenant’s Broker shall alone make thedetermination of Prevailing Market Rent in writing to Landlord and Tenant within thirty (30) days after the expiration ofLandlord’s right to designate a broker hereunder. If Tenant and Landlord have both designated brokers but the two brokersso designated do not, within a period of fifteen (15) days after the appointment of the second broker, agree upon anddesignate the Third Broker willing so to act, the Tenant, the Landlord or either broker previously designated may request theBoston Bar Association (or such organization as may succeed to the Boston Bar Association) to designate the Third Brokerwilling so to act and a broker so appointed shall, for all purposes, have the same standing and powers as though he had beenseasonably appointed by the brokers first appointed. In case of the inability or refusal to serve of any person designated as abroker, or in case any broker for any reason ceases to be such, a broker to fill such vacancy shall be appointed by the Tenant,the Landlord, the brokers first appointed or the Boston Bar Association as the case may be, whichever made the originalappointment, or if the person who made the original appointment fails to fill such vacancy, upon application of any brokerwho continues to act or by the Landlord or Tenant such vacancy may be filled by the Boston Bar Association and any brokerso appointed to fill such vacancy shall have the same standing and powers as though originally appointed. Page 2Exhibit J191 Spring Street – Mimecast Lease EXHIBIT K PRELIMINARY DESIGN PLAN OF OUTDOOR PATIO AREA Page 1Exhibit K191 Spring Street – Mimecast Lease EXHIBIT L PROCEDURE FOR ADJUSTMENT OF COSTSOF ELECTRIC POWER USAGE BY TENANTS This memo outlines the procedure for adjusting charges for electric power to office tenants in the Building. 1.Main electric service will be provided by the local utility company to a central utility metering center. All charges by theutility will be read from these meters and billed to and paid by Landlord at rates established by the utility company. 2.In order to assure that charges for electric service are allocated among tenants in relation to the relative amounts of electricityused by each tenant, meters (known as “check meters”) will be installed by Landlord and used to monitor tenant electricusage. On each office floor there shall be one or more check meter(s) serving all of the floor, and on multi-tenant floorsLandlord may require that the tenants install check meters relating to their premises. Notwithstanding the foregoing,Landlord shall install, in conjunction with the Landlord’s Work, but at Landlord’s sole cost and expense, check meters for thePremises prior to the Commencement Date in order to monitor usage as aforesaid. Also, in the event that there is located inthe Premises a data center containing high density computing equipment, as defined in the U.S. EPA’s Energy Star® ratingsystem (“Energy Star”), Landlord may, at any time during the Term, require the installation in accordance with Energy Starof separate metering or check metering equipment (Tenant being responsible for the costs of any such meter or check meterand the installation and connectivity thereof). In such event, Tenant shall directly pay to the utility all electric consumption onany meter and shall pay to Landlord, as Additional Rent, all electric consumption on any check meter within thirty (30) daysafter being billed thereof by Landlord, in addition to other electric charges payable by Tenant under the Lease. 3.The Landlord will cause the check meters to be read periodically by its employees and will perform an analysis of suchinformation for the purpose of determining whether any adjustments are required to achieve an allocation of the costs ofelectric service among the tenants in relation to the respective amounts of usage of electricity for those tenants. For thispurpose, the Landlord shall, as far as possible in each case, read the check meters to determine usage for periods that includeone or more entire periods used by the utility company for the reading of the meters located within the central utility meteringcenter (so that the Landlord may, in its discretion, choose periods that are longer than those used by the utility company – forexample, quarterly, semi-annual or annual periods). Tenant shall have reasonable access to such check meters to read thesame. 4.Tenant’s share of electricity shall be determined by Landlord on the following basis: a.The cost of the total amount of electricity supplied for usage by tenants during the period being measured shall bedetermined by dividing the total cost of electricity through the central utility metering center as invoiced by theutility company for the same period by the total amount of kilowatt hour usage as measured by the meters locatedwithin the central utility metering center (herein called “Cost Per Kilowatt Hour”).Page 1Exhibit L191 Spring Street – Mimecast Lease b.Tenant’s allocable share of electricity costs for the period (“Tenant Electricity”) shall be determined by multiplyingthe Cost Per Kilowatt Hour by the number of kilowatt hours utilized by Tenant for such period as indicated by thecheck meter(s) for Tenant’s Premises. c.Where a floor is occupied by more than one tenant, and where all of the tenant spaces on such floor are notseparately check-metered, the cost of Tenant Electricity for tenant spaces that are not separately check-metered shallfirst be determined by the same procedure as set forth in paragraph (b) above (after subtracting out the usage shownon any check meter that runs off such floor meter), and then the allocable share of each tenant on that floor whosespace is not separately check-metered shall be determined by multiplying the total costs of Tenant Electricity for thatfloor by a fraction, the numerator of which is the rentable area leased to such tenant and the denominator of which isthe total rentable area under lease from time to time to tenants on said floor (other than those who are separatelycheck metered); provided, however, that if the Landlord shall reasonably determine that the cost of electricityfurnished to the Tenant at the Premises exceeds the amount being paid under this Subsection (d), then Landlordshall deliver to Tenant written documentation establishing Landlord’s basis for such determination and Landlordshall charge Tenant for such excess and Tenant shall promptly pay the same upon billing therefor as AdditionalRent under the Lease. Tenant’s payment of electricity charges shall be subject to Tenant’s rights under Section 7.6of the Lease. d.Where part or all of the rentable area on a floor has been occupied for less than all of the period for whichadjustments are being made, appropriate and equitable modifications shall be made to the allocation formula so thateach tenant’s allocable share of costs equitably reflects its period of occupancy, provided that in no event shall thetotal of all costs as allocated to tenants (or to unoccupied space) be less than the total cost of Tenant Electricity forsaid period. e.Tenant shall make estimated payments on account of Tenant Electricity, as reasonably estimated by Landlord, on amonthly basis at the same time and in the same manner as Tenant’s monthly installments of Annual Fixed Rent. 5.Tenant shall pay to Landlord an amount from time to time reasonably estimated by Landlord to be sufficient to cover, in theaggregate, a sum equal to the Tenant’s allocable share of Tenant Electricity costs for each calendar year during the LeaseTerm. No later than one hundred twenty (120) days after the end of the first calendar year or fraction thereof endingDecember 31 and of each succeeding calendar year during the Lease Term or fraction thereof at the end of the Lease Term,Landlord shall render Tenant a statement in reasonable detail certified by an officer of Landlord, showing for the precedingcalendar year or fraction thereof, as the case may be, the Tenant’s allocable share of Tenant Electricity costs. Said statementto be rendered to Tenant also shall show for the preceding year or fraction thereof, as the case may be, the amounts alreadypaid by Tenant on account of Tenant’s allocable share of Tenant Electricity costs and the amount of Tenant’s allocable shareof Tenant Electricity costs remaining due from, or overpaid by, Tenant for the year or other period covered by thestatement. If such statement shows a balance remaining due to Landlord, Tenant shall pay same to Landlord on or before thethirtieth (30th)Page 2Exhibit L191 Spring Street – Mimecast Lease day following receipt by Tenant of said statement. Any balance shown as due to Tenant shall be credited against AnnualFixed Rent next due, or refunded to Tenant if the Lease Term has then expired and Tenant has no further obligation toLandlord. Payments by Tenant on account of Tenant’s allocable share of Tenant Electricity costs shall be deemed AdditionalRent and shall be made monthly at the time and in the fashion herein provided for the payment of Annual Fixed Rent. All costs of electricity billed to Landlord through the central utility metering center other than the costs of Tenant Electricityallocated pursuant to the procedures established herein, shall be treated as part of the Landlord’s Operating Expenses for theBuilding or the Complex for purposes of determining the allocation of those costs. Taxes imposed upon the electricityfurnished to the Building shall be included in the calculation of electricity charges payable under this Lease, however, thereshall not be included in such electricity charges any tax imposed upon Landlord on account of Landlord’s sale, use or resaleof electrical energy to Tenant or other tenants in the Building (i.e., no double taxation due to the fact that Landlord is not alicensed reseller of electricity). Tenant shall be required to maintain any meter located within its Premises. Further, Tenant agrees that it will not make any materialalteration or material addition to the electrical equipment and/or appliances in the Premises without the prior written consent ofLandlord in each instance first obtained, which consent will not be unreasonably withheld, and will promptly advise Landlord of anyother alteration or addition to such electrical equipment and/or appliances. Page 3Exhibit L191 Spring Street – Mimecast Lease EXHIBIT M FORM OF NOTICE OF LEASE NOTICE OF LEASE Pursuant to Section 4 of Chapter 183 of the General Laws of Massachusetts, as amended, notice is hereby given of thefollowing described lease (the “Lease”). Capitalized terms used, but not defined, in this Notice of Lease shall have the respectivemeanings given to them in the Lease. LANDLORD: 191 SPRING STREET TRUST under Declaration of Trust dated May 6,1985, as the same may have been amended, but not individually TENANT: Mimecast North America, Inc., a Delaware corporation LEASE EXECUTION DATE: , 2016 PREMISES AND EXPANSIONPREMISES: The entire third (3rd) floor and a portion of the second (2nd) floor of theBuilding containing approximately [70,000 – 80,000] square feet of RentableFloor Area, subject to adjustment if Tenant exercises Tenant’s right underSection 2.1.1 of the Lease. The Building is commonly known as 191 SpringStreet, Lexington, Massachusetts, being more particularly described inExhibit A attached hereto (the “Site”). TERM: Commencing as of the date hereof, and, unless extended or sooner terminatedpursuant to the provisions of the Lease, ending on . TENANT’S EXTENSION OPTIONS: Tenant has the right to extend the term of the Lease for two (2) periods of five(5) years, as provided in and on the terms set forth in Section 3.2 of the Lease. TENANT’S ADJUSTMENT OPTION: TENANT’S EXPANSION OPTION: TENANT’S RIGHT OF FIRST OFFER: Page 1Exhibit M191 Spring Street – Mimecast Lease This Notice of Lease has been executed merely to give notice of the Lease, and all of the terms, conditions and covenantsthereof which are incorporated herein by reference. The parties do not intend this Notice of Lease to modify or amend the terms,conditions and covenants of the Lease. [Signature Page Follows.]Page 2Exhibit M191 Spring Street – Mimecast Lease EXECUTED UNDER SEAL as of the date first above-written. LANDLORD: 191 SPRING STREET TRUST u/d/t dated May 6,1985 Recorded with the Middlesex South DistrictRegistry of Deeds in Book 16197, Page 583, asamendedWITNESS: By: Name:David Provost Title:By Delegation on behalf of the Trustees WITNESS: TENANT: MIMECAST NORTH AMERICA, INC., aDelaware corporation By: Name: Title: Hereunto duly authorized Page 3Exhibit M191 Spring Street – Mimecast Lease COMMONWEALTH OF MASSACHUSETTS __________________, ss. On this _____ day of ___________, 20__, before me, the undersigned notary public, personally appeared David Provost,proved to me through satisfactory evidence of identification, which was ___________________, to be the person whose name issigned on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose, bydelegation on behalf of the Trustees of 191 SPRING STREET TRUST u/d/t dated May 6, 1985 Recorded with the Middlesex SouthDistrict Registry of Deeds in Book 16197, Page 583, as amended. Notary Public[Seal] COMMONWEALTH OF MASSACHUSETTS _____________, ss. On this _____ day of ___________, 20__, before me, the undersigned notary public, personally appeared________________________, proved to me through satisfactory evidence of identification, which was ___________________, to bethe person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily forits stated purpose, as _______________ of Mimecast North America, Inc. Notary Public[Seal] Page 4Exhibit M191 Spring Street – Mimecast Lease EXHIBIT A TO NOTICE OF LEASE LEGAL DESCRIPTION Page 5Exhibit M191 Spring Street – Mimecast Lease EXHIBIT N AMENITY PLANS Page 1Exhibit N191 Spring Street – Mimecast Lease Page 2Exhibit N191 Spring Street – Mimecast Lease Page 3Exhibit N191 Spring Street – Mimecast Lease EXHIBIT O SPRING STREET PARKING LOT SITE MAP Page 1Exhibit O191 Spring Street – Mimecast Lease EXHIBIT P FORM OF GUARANTY GUARANTY OF LEASE THIS GUARANTY (this “Guaranty”) is made as of the ___ day of February, 2017 (“Effective Date”) by Mimecast Limited,, a company registered in the Bailiwick of Jersey (“Guarantor”), having an address at CityPoint, One Ropemaker Street, Moorgate,London, United Kingdom EC2Y 9AW, to 191 Spring Street Trust under Declaration of Trust dated May 6, 1985, as the same mayhave been amended, but not individually, (“Landlord”), having an address at c/o Boston Properties Limited Partnership, PrudentialCenter, 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199. WHEREAS, Landlord has leased to Mimecast North America, Inc., a Delaware corporation (“Tenant”), certain space (the“Premises”) within the building known as 191 Spring Street, Lexington, Massachusetts, pursuant to that certain lease by and betweenLandlord and Tenant dated as of the date hereof (the “Lease”); and WHEREAS, Guarantor is materially benefited by the Lease and Landlord’s execution of the Lease constitutes good, valuableand sufficient consideration for Guarantor’s execution of this Guaranty; and WHEREAS, the undertaking by Guarantor to execute and deliver this Guaranty is a material inducement to Landlord to enterinto the Lease. NOW, THEREFORE, in consideration of these premises, and of other good and valuable consideration, the receipt andsufficiency of which hereby are acknowledged, Guarantor agrees with Landlord as follows: 1.(a) Guarantor unconditionally and irrevocably guarantees the due and punctual payment of rent, operatingexpenses, additional rent and all other sums payable by Tenant pursuant to the terms and conditions of the Lease including anyamendments thereto. If for any reason any sums described herein shall not be paid promptly when due, Guarantor will, within three (3)business days after notice thereof, pay the same to the person entitled thereto pursuant to the Lease regardless of (i) any defenses orrights of setoff or counterclaims which Tenant or Guarantor may have or assert against Landlord, (ii) whether Landlord shall havetaken any steps to enforce any rights against Tenant or any other person to collect such sum or any part thereof, (iii) the termination ofthe Lease, or (iv) any other condition or contingency. Guarantor also agrees to pay to Landlord the cost of collecting any sumsdescribed herein and all other costs of enforcing this Guaranty, including, without limitation, court costs and attorneys’ fees. (b)Guarantor unconditionally and irrevocably guarantees the due and prompt performance and observanceof each and every covenant, obligation and agreement in the Lease required to be performed and observed by Tenant under theLease. If for any reason Tenant shall fail to perform or observe each and every covenant, obligation and agreement required to beperformed and observed by Tenant as set forth herein, Guarantor will, promptly after notice thereof, cause such covenant, obligation oragreement to be performed and observed regardless of (i) any defenses orPage 1Exhibit P191 Spring Street – Mimecast Lease counterclaims which Tenant or Guarantor may have or assert against Landlord, (ii) whether Landlord shall have taken any steps toenforce such covenant, obligation or agreement against Tenant or any other person, (iii) the termination of the Lease, or (iv) any othercondition or contingency. Guarantor also agrees to pay to Landlord such further amount as shall be incurred by Landlord as a result ofTenant’s failure to perform or observe any covenant, obligation or agreement and all other costs of enforcing this Guaranty, including,without limitation, court costs and reasonable attorney’s fees. (c)Guarantor further agrees to be liable to Landlord for all damages, costs and expenses (including withoutlimitation, court costs and attorney’s fees) suffered by Landlord on account of any default by Tenant under the Lease. All amountsowed by Guarantor to Landlord under this Guaranty shall bear interest at the Default Rate (as defined in the Lease) from the date dueuntil the date paid to Landlord. (d)This Guaranty (i) is irrevocable, unconditional and absolute, (ii) is a guaranty of full payment andperformance (and not merely collection), and (iii) and is a continuing guaranty (and not a guaranty from month-to-month or a periodicguaranty). (e)Guarantor assumes the responsibility to remain informed of the financial condition of Tenant and of allother circumstances bearing upon the risk of Tenant’s default, which reasonable inquiry would reveal, and agrees that Landlord shallhave no duty to advise Guarantor of information known to it regarding such condition or any such circumstance. 2.(a) The obligations, covenants and agreements of Guarantor under this Guaranty shall in no way be affected orimpaired for any reason whatsoever, and Guarantor shall have no defense whatsoever to the enforcement of this Guaranty, includingwithout limitation, by reason of the happening from time to time of any of the following, whether or not Guarantor has been notifiedthereof or consented thereto: (i)the waiver by Landlord of the performance or observance by Tenant, Guarantor or any otherparty of any of the agreements, covenants or conditions contained in the Lease or this Guaranty; (ii)payment by Tenant or Guarantor of any sums owing or payable under the Lease or thisGuaranty, or of any other sums or obligations under, or arising out of, or on account of the Lease of this Guaranty(provided that Landlord shall not be entitled to recover from both Tenant and Guarantor on account of the samesum); (iii)any assignment of the Lease or subletting of the Premises or any part thereof and this Guarantymay not be assigned without Landlord’s express consent except as set forth in Section 6(k) below of this Guaranty; (iv)the modification or amendment (whether material or otherwise) of any of the obligations ofTenant or Guarantor under the Lease or this Guaranty; (v)the doing or the omission of any of the acts referred to in the Lease or this Guaranty (including,without limitation, the giving of any consent referred to therein); Page 2Exhibit P191 Spring Street – Mimecast Lease (vi)any failure, omission or delay on the part of Landlord to enforce, to assert or to exercise anyright, power or remedy conferred on or available to Landlord in or by the Lease or this Guaranty, or any action onthe part of Landlord granting indulgence or extension in any form whatsoever; (vii)the voluntary or involuntary liquidation, dissolution or sale of all or substantially all of theassets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment forthe benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceedingaffecting Tenant or Guarantor or any of their assets; (viii)the release of Tenant or Guarantor from the performance or observation of any of theagreements, covenants, terms or conditions contained in the Lease or this Guaranty by operation of law; (ix)any renewal or extension of the term of the Lease; (x)the breach of or the default under the Lease by Tenant; (xi)any invalidity, illegality or unenforceability of the Lease, or the termination or expiration of theLease; (xii)the single or partial exercise of Landlord’s rights under this Guaranty. (b)To the extent not prohibited by law, Guarantor hereby expressly waives (i) any right Guarantor may now orhereafter have to any hearing prior to the attachment of any real or personal property of Guarantor to satisfy the obligations ofGuarantor hereunder and (ii) the benefits of any present or future constitution, statute or rule of law which exempts property fromliability for debt. 3.Guarantor hereby expressly waives: (a)the protection of any statute or rule of law requiring Landlord to deliver any notice to Guarantor or topursue or exhaust any remedies against Tenant prior to proceeding against Guarantor in the event of default by Tenant under theLease; and (b)notice of acceptance of this Guaranty, notice of any obligations or liabilities contracted or incurred byTenant, diligence, presentment, protest and notice of dishonor, non-payment or non-performance. Guarantor, separate and distinct from Tenant, further waives any defense arising by reason of any disability of Tenant or byreason of any legal or equitable releases or discharge of the obligations of Tenant under the Lease. Guarantor further agrees that, in itscapacity as a guarantor, it shall not be required to consent to or to receive any notice of any supplement to or amendment of or waiveror modification of the terms and provisions of the Lease. Page 3Exhibit P191 Spring Street – Mimecast Lease 4.Guarantor hereby represents and warrants that: (a)Guarantor is a company registered in the Bailiwick of Jersey; (b)The execution, delivery and performance of this Guaranty are within Guarantor’s power and authority,do not contravene the charter or the by-laws of Guarantor or any indenture, mortgage, credit agreement, note, long-term lease or othermaterial agreement to which Guarantor is a party or by which Guarantor is bound; and (c)This Guaranty has been duly authorized, executed and delivered on behalf of Guarantor and constitutes alegal, valid, binding and enforceable obligation of Guarantor. 5.(a) In the event of the termination, rejection, disaffirmance or other avoidance of the Lease by Tenant orTenant’s trustee in bankruptcy pursuant to bankruptcy law or any other law affecting creditors’ rights, Guarantor’s obligationshereunder shall continue to the same extent as if the Lease had not been so terminated, rejected, disaffirmed or otherwise avoided, andGuarantor will, and hereby does (without the necessity of any further agreement or act), assume all obligations and liabilities of Tenantunder the Lease to the same extent as if (i) Guarantor were originally named Tenant under the Lease, and (ii) there had been no suchrejection, disaffirmance or other avoidance, and Guarantor will confirm such assumption in writing promptly at the request of Landlordupon or after such rejection, disaffirmance or other avoidance. Guarantor shall and does hereby waive all rights and benefits whichmight, in whole or in part, relieve Guarantor from the performance of its duties and obligations under this Guaranty by reason of anybankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar proceeding, andGuarantor agrees that it is and shall be liable for all payment and performance guaranteed hereunder, without regard to anymodification, limitation or discharge of the liability of Tenant that may result from such proceedings. Furthermore, the obligations ofGuarantor hereunder will not be discharged by: (i)any waiver, consent or other action or inaction or any exercise or non-exercise of any right,remedy or power with respect to Tenant or any change in the structure of Tenant; or (ii)any change in ownership of the shares of capital stock of Guarantor or Tenant or any othermerger or consolidation of either of them into or with any other person. (b)No payment by Guarantor pursuant to any provision of this Guaranty shall entitle Guarantor, bysubrogation, indemnification or otherwise, to the rights of Landlord, to any payment by Tenant, or to any recovery from any propertyof Tenant. Guarantor waives any right Guarantor may now or hereafter have against Tenant (and/or any other guarantor of Tenant’sobligations under the Lease) with respect to this Guaranty (including, without limitation, any right of subrogation, reimbursement,exoneration, contribution, indemnification or similar right, and any right to participate in any claim, right or remedy of Landlord againstTenant or any security which Landlord may now or hereafter have with respect to the Lease), whether such right arises under anexpress or implied contract, by operation of law, or otherwise. Guarantor shall be deemed not to be a "creditor" of Tenant by reason ofthe existence of this Guaranty in the event that Tenant becomes a debtor in any bankruptcy proceeding. The obligations of Guarantorhereunder shall be automatically reinstated if and to the extent that anyPage 4Exhibit P191 Spring Street – Mimecast Lease payment by or on behalf of Tenant under the Lease is rescinded or must otherwise be restored by Landlord as a result of anyproceeding in bankruptcy or reorganization or similar proceedings. In the event action is taken against the Guarantor, in addition to theattorneys’ fees and costs for which the Guarantor is liable to the Landlord arising from the Tenant’s breach, all attorneys’ fees and costsincurred in addition thereto in taking action and pursuing it against the Guarantor shall be paid by the Guarantor. The Landlord mayfile an affidavit from its attorney with the court as to such attorneys’ fees past, present, and to be reasonably incurred in future activity,and the court may act upon the affidavit; Guarantor hereby waives any hearing as to the issue of attorneys’ fees. 6.(a) This Guaranty shall be construed in accordance with the laws of the Commonwealth of Massachusetts(without regard to the application of choice of law principles). (b)Guarantor represents, warrants and covenants that all financial information regarding Guarantor that hasbeen delivered to Landlord is true, correct and complete in all material respects. On each anniversary of the Effective Date, Guarantorshall deliver to Landlord Guarantor’s financial statements, audited by a certified independent public accountant, for the fiscal yearending in the previous calendar year stating, among other things, Guarantor’s revenues and net income, net worth/assets and liabilities.Guarantor shall make its chief financial officer available to answer any questions Landlord may have concerning such financialstatements and shall deliver any additional information reasonably requested by Landlord to clarify or verify the data shown on thestatements provided pursuant to the preceding sentence, provided Landlord agrees to hold the financial statements and other suchadditional information subject to customary confidentiality conditions. (c)This Guaranty may not be modified or amended except by a written agreement duly executed byGuarantor and Landlord. (d)Guarantor’s liability hereunder shall be personal and primary and not secondary, and shall be joint andseveral with that of Tenant and any other guarantors. No waiver, release or modification of the obligations of any such person or entityshall affect the obligations of any other such person or entity. Landlord may proceed against Guarantor under this Guaranty withoutfirst initiating or exhausting its remedy or remedies against Tenant or any other guarantors. Landlord may proceed against Tenant,Guarantor and any other guarantors separately or concurrently. Notwithstanding anything in the Lease or this Guaranty to the contrary,Landlord shall have the right to apply or not apply any security deposit or other credit in favor of Tenant as Landlord shall determine inits sole and absolute discretion, and Guarantor’s liability under this Guaranty shall not be affected in any manner thereby. All remediesafforded to Landlord by reason of this Guaranty are separate and cumulative. (e)Within ten (10) business days after Landlord’s written request to Guarantor, Guarantor shall execute anddeliver to Landlord a statement in writing confirming reasonable amendments to the Lease, any amendments to this Guaranty, whetherthis Guaranty is in full force and effect, and any reasons or defenses supporting any claim that this Guaranty is not in full force andeffect. (f)Any notice which Landlord may elect to send to Guarantor shall be binding upon Guarantor if mailed toGuarantor at the address set forth below or at the last address of Guarantor known to Landlord, by United States Certified orRegistered Mail, Return Receipt Requested or by nationally recognized overnight delivery service. Page 5Exhibit P191 Spring Street – Mimecast Lease Guarantor’s Address: CityPointOne Ropemaker StreetMoorgate, LondonUnited Kingdom EC2Y 9AWWith a copy prior to the Commencement Date to: Mimecast North America, Inc.480 Pleasant StreetWatertown, MA 02472Attention: General CounselEmail: legal@mimecast.com With a copy following the Commencement Date to: Mimecast North America, Inc.191 Spring StreetLexington, MAAttention: General CounselEmail: legal@mimecast.com (g)This Guaranty shall be binding upon Guarantor and its heirs and personal representatives. This Guarantyshall inure to the benefit of, and may be enforced by Landlord and its successors and assigns, including any purchaser at a foreclosuresale or the holder of any deed in lieu of foreclosure. Any references in this Guaranty to “Tenant” shall include the named Tenant andits trustee in bankruptcy, receiver, conservator and other successors and assigns. (h)For the purposes of this Guaranty, all capitalized terms used herein shall have the meaning set forth in theLease. (i)In the event any provision of this Guaranty is held to be invalid or unenforceable, all other provisions ofthis Guaranty shall, nevertheless, remain valid and enforceable. (j)Section and paragraph headings in this Guaranty are included herein for convenience of reference onlyand shall not modify, define, expand or limit any of the terms or provisions of this Guaranty. (k)As a material inducement for Landlord to enter into the Lease, Guarantor acknowledges and agrees thatthis Guaranty may not be assigned without Landlord’s express consent. If and so long as Guarantor is a corporation with fewer thanfive hundred (500) shareholders or a limited liability company or a partnership, an assignment, within the meaning of this Section 6(k),shall be deemed to include one or more sales or transfers of stock or membership or partnership interests, by operation of law orotherwise, or the issuance of new stock or membership or partnership interests, by which an aggregate of more than fifty percent (50%)of Guarantor’s stock or membership or partnership interests shall be vested in a party or parties who are not stockholders or membersor partners as of the date hereof (a “Majority Interest Transfer”). For the purpose of this Section 6(k), ownership of stock orPage 6Exhibit P191 Spring Street – Mimecast Lease membership or partnership interests shall be determined in accordance with the principles set forth in Section 544 of the InternalRevenue Code of 1986, as amended from time to time, or the corresponding provisions of any subsequent law. In addition, thefollowing shall be deemed an assignment within the meaning of this Section 6(k): (a) the merger or consolidation of Guarantor into orwith any other entity, or the sale of all or substantially all of its assets, and (b) the establishment by the Guarantor or a permittedsuccessor or assign of one or more series of (1) members, managers, limited liability company interests or assets, which may haveseparate rights, powers or duties with respect to specified property or obligations of the Guarantor (or such successor or assignee) orprofits or losses associated with specified property or obligations of the Guarantor (or such successor or assignee), pursuant to §18-215of the Delaware Limited Liability Company Act, as amended, or similar laws of other states or otherwise, or (2) limited partners,general partners, partnership interests or assets, which may have separate rights, powers or duties with respect to specified property orobligations of the Guarantor (or such successor or assignee) or profits or losses associated with specified property or obligations of theGuarantor (or such successor or assignee) pursuant to §17-218 of the Delaware Revised Uniform Limited Partnership Act, asamended, or similar laws of other states or otherwise (a “Series Reorganization”). Notwithstanding the foregoing, Guarantor shallhave the right: (x)to assign this Guaranty to any other entity (the “Successor Entity”) (i) which controls or iscontrolled by Guarantor or which is under common control with Guarantor, or (ii) whichpurchases all or substantially all of the assets and business of Guarantor, or (iii) which purchasesall or substantially all of the stock of (or other ownership or membership interests in) Guarantoror (iv) which merges or combines with Guarantor, or (y)to effect a Series Reorganization, or (z)to engage in a Majority Interest Transfer, provided that in any of the foregoing events described in clauses (x), (y) and (z) above, the transaction is for alegitimate business purpose of Guarantor other than a transfer of Guarantor’s obligations under this Guaranty or the limitation orsegregation of the liabilities of Guarantor, and provided further that in any of the foregoing events described in in (x), (y) and (z) theentity to which this Guaranty is so assigned or the series established by the Series Reorganization has a credit worthiness (e.g. netassets on a pro forma basis using generally accepted accounting principles consistently applied and using the most recent financialstatements) which is the same or better than that of the Guarantor as of the date of this Guaranty (the foregoing transferees referred to,individually or collectively, as a “Permitted Transferee”). Except in cases of statutory merger or a Series Reorganization, in which casethe surviving entity in the merger or the series to which this Guaranty has been designated shall be liable as the Guarantor under thisGuaranty, Guarantor shall continue to remain fully liable under this Guaranty, on a joint and several basis with the PermittedTransferee. If any parent, affiliate or subsidiary of Guarantor to which this Guaranty is assigned shall cease to be such a parent,affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord’s consent. Page 7Exhibit P191 Spring Street – Mimecast Lease (l)GUARANTOR AND LANDLORD EACH HEREBY WAIVES TRIAL BY JURY IN ANYACTION OR PROCEEDING AT LAW, IN EQUITY OR OTHERWISE, BROUGHT ON, UNDER OR BY VIRTUE OF THISGUARANTY. GUARANTOR WAIVES ANY OBJECTION TO THE VENUE OF ANY ACTION FILED IN ANY COURT INTHE JURISDICTION IN WHICH THE PREMISES ARE LOCATED AND WAIVES ANY RIGHT UNDER THE DOCTRINEOF FORUM NON CONVENIENS OR OTHERWISE TO TRANSFER ANY SUCH ACTION TO ANY OTHER COURT. (m)Notwithstanding any other provision of this Guaranty or the Lease, Guarantorand Landlord hereby agree that any dispute, controversy or claim against Guarantor relating to enforcement of this Guaranty, includingthe formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to andfinally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of threearbitrators to be selected by JAMS. The place of arbitration will be in Boston, Massachusetts, USA. The language to be used in thearbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court havingjurisdiction thereof. Guarantor appoints Mimecast North America, Inc., a Delaware corporation, having an address at 480 PleasantStreet, Watertown, MA 02472 until the Commencement Date and, following the Commencement Date, at the Premises, as Guarantor’sagent for receipt of service of any notice on Guarantor’s behalf in connection with any claim, writ, attachment, execution or discoveryor supplementary proceedings in connection with the enforcement of this Guaranty. Service of any claim or notice shall be effected bymailing, postage prepaid, by certified mail, return receipt requested, or by hand delivery or a recognized overnight courier service suchas Federal Express, either to Guarantor’s agent at the foregoing address or to Guarantor at Guarantor’s address set forth on the firstpage of this Guaranty. Service shall be deemed effective upon receipt. This consent to arbitration is not intended to modify theprovisions in the Lease providing for the jurisdiction of the courts located in Boston, Massachusetts, USA to decide matters relating todisputes between Landlord and Tenant arising out of the Lease or Tenant’s occupancy of the Premises. Guarantor shall designate achange of address or agent by written notice given by certified mail, return receipt requested, at least ten (10) days before such changeis to become effective. Page 8Exhibit P191 Spring Street – Mimecast Lease (n)As an inducement to Landlord to enter into the Lease, Guarantor hereby represents and warrants that, toGuarantor’s knowledge: (i) Guarantor is not, nor is it owned or controlled directly or indirectly by, any person, group, entity or nationnamed on any list issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuantto Executive Order 13224 or any similar list or any law, order, rule or regulation or any Executive Order of the President of the UnitedStates as a terrorist, “Specially Designated National and Blocked Person” or other banned or blocked person (any such person, group,entity or nation being hereinafter referred to as a “Prohibited Person”); (ii) Guarantor is not (nor is it owned or controlled, directly orindirectly, by any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; and(iii) from and after the effective date of the above-referenced Executive Order, Guarantor (and any person, group, or entity whichGuarantor controls, directly or indirectly) has not conducted nor will conduct business nor has engaged nor will engage in anytransaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, includingwithout limitation any assignment of this Guaranty or the making or receiving of any contribution of funds, goods or services to or forthe benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation. In connection with theforegoing, it is expressly understood and agreed that (x) any breach by Guarantor of the foregoing representations and warranties shallbe deemed a default by Guarantor hereunder and shall be covered by the default provisions of this Guaranty, and (y) therepresentations and warranties contained in this subsection shall be continuing in nature and shall survive the expiration or earliertermination of this Guaranty. [Signature page follows.]Page 9Exhibit P191 Spring Street – Mimecast Lease IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed as of the date first above written. WITNESS: GUARANTOR: MIMECAST LIMITED, a company registered in theBailiwick of Jersey By: Name: Title: Hereunto duly authorized Page 10Exhibit P191 Spring Street – Mimecast Lease EXHIBIT Q PLAN OF SHUTTLE SERVICE ROADS Page 1Exhibit Q191 Spring Street – Mimecast Lease Exhibit 4.12Dated: 21 April 2017Real Estatel023459-00004/NDJ/ADAXL_LlVE_EMEA 1 :34971988v5UnderleasebetweenSimmons & Simmons LLPas LandlordMimecast Services Limitedas TenantandMimecast Limitedas Tenant's Guarantorrelating toPart Level 5, CityPoint, One Ropemaker Street, LondonEC2Simmons & SimmonsSimmons & Simmons LLP CityPoint One Ropemaker Street London EC2Y 9SS United KingdomT +44 20 7628 2020 F +44 20 7628 2070 DX Box No 12 CONTENTS part 1 : INTERPRETATION OF THIS LEASE5 1.Interpretation5 part 2: CREATION OF THE LETTING AND RIGHTS AND RESERVATIONS11 2.Letting and term11 3.Rights and reservations12 part 3 : RENTS14 4.Rents14 part 4 : INSURANCE16 5.Insurance obligations16 part 5 : TENANT'S COVENANTS20 6.Financial obligations20 7.Repair and redecoration22 8.Alterations24 9.Use of the Premises25 10.Alienation generally26 11.Assignment27 12.Underletting29 13.Mortgaging and charging31 14.General provisions and registration of dispositions31 15.Legislation32 16.Third party rights33 17.Title matters33 18.End of the Term33 part 6 : LANDLORD'S COVENANTS34 19.Landlord's obligations34 part 7 : SUPERIOR LEASE35 20.Superior Lease35 part 8 : GUARANTOR'S OBLIGATIONS36 21.Tenant's Guarantor36 part 9: GENERAL PROViSiONS36 22.Contractual rights of third parties36 23.Third party disputes36 24.Assignment of Reversion36 25.Notices37 26.Law and jurisdiction37 Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)iL_LIVE_EMEA1:34971988v5 27.Address for service37 28.Execution and delivery37 schedule 1 : THE PREMISES38 part 1 : DEFINITION OF THE PREMISES38 1.Identification of the Premises38 2.Areas included in the Premises38 3.Areas excluded from the Premises38 part 2 : THE SERVICES SYSTEMS39 schedule 2 : RIGHTS GRANTED40 schedule 3: RIGHTS RESERVED41 schedule 4 : USE RESTRICTIONS42 1.Dangerous materials and use of machinery42 2.Overloading floors and services42 3.Discharges into Conduits42 4.Disposal of refuse42 5.Obstruction of Common Parts42 6.Prohibited uses42 7.Nuisance43 8.General43 schedule 5 : GUARANTEE PROVISIONS44 1.Defined terms44 2.Effect of the Guarantee44 3.Postponement of rights45 4.Event of Default46 appendix 1: SCHEDULE OF CONDITION49 Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)iiL_LIVE_EMEA1:34971988v5 LR1. Date of lease21 April 2017LR2. Title number(s)LR2.1 Landlord's title number(s)Title number(s) out of which this lease is granted. Leave blank if notregistered.NGL787358LR2.2 Other title numbersExisting title number(s) against which entries of matters referred to inLR9, LR10, LR11 and LR13 are to be made.LR3. Parties to this leaseGive full names and addresses of each of the parties. For UKincorporated companies and limited liability partnerships, also give theregistered number including any prefix. For overseas companies, alsogive the territory of incorporation and, if appropriate, the registerednumber in the United Kingdom including any prefix.LandlordSimmons & Simmons LLP registered in England & Wales ascompany number OC352713 and having its registered office atSimmons & Simmons LLP, CityPoint, One Ropemaker Street LondonEC2Y 9SS. TenantMimecast Services Limited registered in England & Wales ascompany number 04901524 and having its registered office at 6thFloor, CityPoint, One Ropemaker Street, London EC2Y 9AW. Tenant's GuarantorMimecast Limited registered in Jersey as company number 119119and having its registered office at 22 Grenville Street St Helier JerseyJE4 8PX.LR4. PropertyInsert a full description of the land being leasedOrRefer to the clause, schedule or paragraph of a schedule in this leasein which the land being leased is more fully described.Where there is a letting of part of a registered title, a plan must beattached to this lease and any floor levels must be specified.In the case of a conflict between this clause and the remainder ofthis lease then, for the purposes of registration, this clause shallprevail.Please see part 1 of schedule 1. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)1L_LIVE_EMEA1:34971988v5 LR5. Prescribed statements etc.If this lease includes a statement falling within LRS.1, insert under thatsub-clause the relevant statement or refer to the clause, schedule orparagraph of a schedule in this lease which contains the statement.LRS.1 Statements prescribed under rules 179 (dispositions infavour of a charity), 180 (dispositions by a charity) or 196 (leasesunder the Leasehold Reform, Housing and Urban DevelopmentAct 1993) of the Land Registration Rules 2003.N/AIn LRS.2, omit or delete those Acts which do not apply to this lease.LR5.2 This lease is made under, or by reference to, provisions of:N/ALR6. Term for which the Property is leasedInclude only the appropriate statement (duly completed) from the threeoptions.NOTE: The information you provide, or refer to, here will be used aspart of the particulars to identify the lease under rule 6 of the LandRegistration Rules 2003.From and including 21 April 2017To and including 1 December 2019.LR7. PremiumSpecify the total premium inclusive of any VAT where payable.None.LR8. Prohibitions or restrictions on disposing of this leaseThis lease contains a provision that prohibits or restricts dispositions.LR9. Rights of acquisition etc.Insert the relevant provisions in the sub-clauses or refer to the clause,schedule or paragraph of a schedule in this lease which contains theprovisions.LR9.1 Tenant's contractual rights to renew this lease, to acquirethe reversion or another lease of the Property, or to acquire aninterest in other landNone. LR9.2 Tenant's covenant to (or offer to) surrender this leaseNone. LR9.3 Landlord's contractual rights to acquire this leaseNone.LR10. Restrictive covenants given in this lease by the Landlord inrespect of land other than the Property.Insert the relevant provisions or refer to the clause, schedule orparagraph of a schedule in this lease which contains the provisions. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)2L_LIVE_EMEA1:34971988v5 LR11. EasementsRefer here only to the clause, schedule or paragraph of a schedule inthis lease which sets out the easementsLR11.1 Easements granted by this lease for the benefit of thePropertyschedule 2 LR11.2 Easements granted or reserved by this lease over theProperty for the benefit of other propertyschedule 3LR12. Estate rentcharge burdening the PropertyRefer here only to the clause, schedule or paragraph of a schedule inthis lease which sets out the rentcharge.N/ALR13. Application for standard form of restrictionSet out the full text of the standard form of restriction and the titleagainst which it is to be entered. If you wish to apply for more thanone standard form of restriction use this clause to apply for each ofthem, tell us who is applying against which title and set out the fulltext of the restriction you are applying for.Standard forms of restriction are set out in Schedule 4 to the LandRegistration Rules 2003.N/ALR14. Declaration of trust where there Is more than one personcompriSing the TenantIf the Tenant is one person, omit or delete all the alternativestatements.If the Tenant is more than one person, complete this clause byomitting or deleting all inapplicable alternative statements.N/A Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)3L_LIVE_EMEA1:34971988v5 PARTICULARS Date 21 April 2017 Landlord SIMMONS & SIMMONS LLP, registered in England and Wales as company numberOC352713 and having its registered office at Simmons & Simmons LLP, CityPoint, OneRopemaker Street, London EC2Y 9SS. Tenant MIMECAST SERVICES LIMITED, registered in England and Wales as company number04901524 and having its registered office at 6th Floor, CityPoint, One Ropemaker Street,London EC2Y 9AW. Tenant's Guarantor MIMECAST LIMITED, registered in Jersey as company number 119119 and having itsregistered office at 22 Grenville Street St Helier Jersey JE4 8PX. Authorised Use The use of the Premises for offices within class 81(a) of the Use Classes Order. Building The building known as CityPoint, One Ropemaker Street, London EC2Y 9SS described inmore detail in clause 1.8 of the Superior Lease. Contractual Term The term of years from and including the Term Commencement Date to and including 1December 2019. Declaration A statutory declaration dated 21 December 2016 in a form complying with the requirements ofSchedule 2 to the Order in response to the Notice. Notice A notice dated 15 December 2016 in a form complying with the requirements of Schedule 1 tothe Order in relation to the tenancy created by this Lease. Order The Regulatory Reform (Business Tenancies) (England and Wales) Order 2003. Premises Part of the fifth floor of the Landlord's Premises described in more detail in part 1 of schedule1. Principal Rent The rent of £882,695 per annum. Rent Commencement Date 21 August 2017 Term Commencement Date 21 April 2017 This Lease creates a "new tenancy" for the purposes of the 1995 Act. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)4L_LIVE_EMEA1:34971988v5 THIS LEASE is dated on the date set out in the Particulars and madeBElWEEN:(1)The Landlord;(2)The Tenant; and(3)The Tenant's Guarantor.THE PARTIES AGREE THAT:PART 1 : INTERPRETATION OF THIS LEASE1.Interpretation1.1Defined termsIn this Lease, unless the contrary intention appears:"1927 Act" means the Landlord and Tenant Act, 1927 as amended prior to (but not after) the date of this Lease."1954 Act" means the Landlord and Tenant Act 1954."1995 Act" means the Landlord and Tenant (Covenants) Act 1995."Adjoining Property" means any land, buildings or structures near or adjoining the Building in or over which the Landlord or any other personowns an estate or interest from time to time."Alterations" means any alterations, additions or other works to the Premises."Application to Assign" means an application made by the Tenant to assign this Lease pursuant to clause 11."Authorised Guarantee Agreement" means an authorised guarantee agreement for the purposes of s.16 ofthe 1995 Act."Base Building Services" means mechanical, electrical, sanitary, heating, ventilation and air-conditioning services."COM Regulations" means the Construction (Design and Management) Regulations 2007."Common Parts" means all areas in or forming part of the Building from time to time intended by the Landlord or the Superior Landlord forthe common use of more than one tenant or occupier or which are not intended to be let to occupational tenants which are described in moredetail in clause 1.10 of the Superior Lease."Conduits" means all drains, pipes, gullies, gutters, sewers, watercourses, ducts, mains, channels, subways, wires, cables, conduits,trunking, ducting, flues, boilers, pumps and other plant and equipment for the provision of water, gas, electricity, telephone communications,heating, cooling, ventilation, sprinkler systems, fire alarm systems and other services and any other conducting media and ancillaryapparatus of whatsoever nature now, or during the Term, laid or constructed in through over or under the Building, used for the passage ortransmission of Utilities or used by the Service Systems but excluding the conduits and tunnels existing as at December 1997 and whichconnect or used to connect the Building with Shire and Milton House and Tenter and Moorfields House."CRC" mean the carbon reduction commitment and trading scheme established by the CRC Order or any like scheme relating to carbonconsumption that may replace it from time to time."CRC Order" means the CRC Energy Effidency Order 2010 (as amended from time to time). Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)5L_LIVE_EMEA1:34971988v5 '’CRC Charge" means 10.64% of the cost charged to the Landlord by the Superior Landlord under the Superior Lease in respect of and inconnection with the CRC (including any professional agents or advisory costs or any administrative or management costs)."Current Tenant" means the person or persons in whom this Lease is vested at the date of any relevant Application to Assign."Energy Charge" means 10.64% of the actual cost charged to the Landlord by the Superior Landlord under the Superior Lease of supplyingthe Premises Services to the Premises and shall be paid by the Tenant to the Landlord within five Working Days of the Tenant receiving theLandlord's written demand for the same, supported by accompanying evidence of the manner of calculation of the sum demanded, proVidedthat demands may be made by the Landlord not more frequently than monthly in arrear."Event of Insolvency" means any of the following: (A)the Tenant is unable to pay its debts or is deemed to be unable to pay its debts under s.123 Insolvency Act 1986 (if a company) ors.268 Insolvency Act 1986 (if an individual); or (B)proceedings are taken against the Tenant or the Tenant makes any agreement, arrangement, scheme or composition with itscreditors, including a voluntary arrangement under part I (if a company) or part VIII (if an individual) of the Insolvency Act 1986; or (C)if the Tenant is a company: (1)an administrator is appointed; or (2)it has an administration order made against it under the Insolvency Act 1986or a petition or application for such an order is presented or made; or (D)if the Tenant is an individual, a bankruptcy petition against him is presented to the Court or his circumstances are such that abankruptcy petition could be presented under part IX of the Insolvency Act 1986, he has a bankruptcy order made against him or heis otherwise adjudged to be bankrupt; or (E)if the Tenant is a company and has a receiver, receiver, administrative receiver (in the case of a debenture to which the Tenant is aparty created before 15 September 2003) or manager appOinted in respect of the Tenant's property or assets or any part thereof; or (F)if the Tenant is a company, has a winding up order presented against it or passes a winding up resolution except for and followed bya reconstruction, amalgamation, reorganisation, merger or consolidation of the Tenant while solvent; or (G)in respect of a Tenant incorporated or resident in a jurisdiction outside England and Wales, any event or circumstance occurs whichunder the laws of that jurisdiction has an analogous or equivalent effect to any of the Events of Insolvency defined in this definition;or (H)any of the Events of Insolvency defined in this definition occur in relation to any guarantor of the Tenant."Group Company" means, in relation to any company, another company which is a member of the same group of companies as thatcompany within the meaning of s.42 of the 1954 Act as enacted at the date of this Lease."Guarantor" means the party (if any) named as "Guarantor" in this Lease and includes any person from time to time guaranteeing theobligations of the Tenant under this Lease."Hazardous Material" means any substance, whether in solid, liquid or gaseous form, which is or may become a pollutant or which ishazardous, toxic, radioactive, noxious, corrosive or caustic."HeaHh and Safety File" means any health and safety file required by the CDM Regulations. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)6L_LIVE_EMEA1:34971988v5 "Insurance Event” means any damage or destruction of the Building by any of the Insured Risks which at the date of such damage ordestruction is covered by any policy of insurance maintained by the Superior Landlord under the Superior Lease or the Landlord under thisLease."Insurance Excess" means such amounts, if any, which are stated in any insurance policy maintained by the Superior Landlord or theLandlord as being not payable to the insured in respect of the first part of any loss resuHing from the happening of any of the Insured Risks."Insurance Rent" means the sums payable by the Tenant to the Landlord under clause 5.5."Insured Risks" means the insured risks defined in the Superior Lease together with any contingency insured by the Superior Landlordpursuant to clause 29.2 of the Superior Lease."Landlord's Covenants" means the obligations in this Lease to be complied with by the Landlord."Landlord's Premises" means the premises in the Building demised by the Superior Lease and the premises demised by the other leases offloors in the Building dated 6 April 2000 and made between (1) Wates City Point First Limited and Wates City Point Second Limited and (2)the Landlord."Lease" means this lease and any document which is supplemental to it."Lettable Areas" means those parts of the Building let or designed to be let for use as office accomodation to occupational tenantsexcluding: (A)any parts used or designed to be used by persons responsible for the provision of public utilities in connection with the carrying out oftheir statutory duties; and (B)accommodation from time to time reserved in the Building for staff engaged in or employed in connection with the provision of theServices."Outgoings" means any rates, taxes, charges, and outgoings from time to time assessed or charged on the Premises or payable by theowner or occupier of them and includes a proportion, to be fairly and reasonably determined by the Landlord having regard to anydetermination made by the Superior Landlord in accordance with clause 7.1 of the Superior Lease, of any amounts assessed, charged orpayable in respect of the Building."Particulars” means the Particulars at the front of this Lease."Plans" means the plans annexed to this Lease and marked "Plan A", "Plan B" and "Plan Co, and references to individual Plans are to thePlans so marked."Planning Acts”•means the planning Acts defined in s.336 Town and Country Planning Act 1990 together with the Planning andCompensation Act 1991 and any other Statute relating to town and country planning."Premises Services" comprise: (A)heating to the Premises when required by the Tenant; (B)air conditioning to the Premises when required by the Tenant; (C)the supply of mains electricity to the Premises; (D)the provision of chilled water to the Premises."Prescribed Rate" means 3 per cent per annum above the base rate for the time being of Barclays Bank PLC or such other clearing bank asthe Landlord may nominate or, if the clearing banks cease to publish a base rate, 3 per cent per annum above such reasonably comparablerate of interest as the Landlord may determine. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)7L_LIVE_EMEA1:34971988v5 "Proposed Assignee" means the person stated in the Application to Assign as being the person to whom the Tenant wishes to assign thisLease under clause 11."Proposed Assignment" means the proposed assignment of this Lease by the Current Tenant to the Proposed Assignee described in theApplication to Assign."Proposed Guarantor" means the person (if any) who will guarantee to the Landlord the obligations of the Proposed Assignee, but thisexpression shall not include the Current Tenant."Quarter Days" means 25 March, 24 June, 29 September and 25 December."Rating Proposal" means any proposal made to agree the rateable value of or amend the non-domestic rating list in respect of the Premisesor the Building."Regulations" means any reasonable and proper regulations consistent with the principles of good estate management as the SuperiorLandlord or the Landlord may from time to time properly make and notify in writing to the Tenant for the general proper managementoverseeing and security of the Premises, the Building, the Common Parts and other areas used or to be used in common with others andwhich are for the benefit of the tenants and occupiers of the Building as a whole, provided that no regulation preventing the Tenant's accessto and use of the Premises at any time shall be valid and enforceable."Rents" mean the rents payable under clause 4.1. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)8L_LIVE_EMEA1:34971988v5 "Retained Parts" means all parts of the Building which do not comprise Lettable Areas and includes: (A)the Common Parts; and (B)all parts of the Building reserved for the housing of the Services Systems or otherwise required or used for the provision of theServices; and (C)all structural or load bearing walls, columns, slabs, joists and beams forming part of the Building, its foundations and roofs and allexternal parts of the Building the repair and maintenance of which are not the responsibility of tenants or other occupiers of theBuilding; and (D)all party structures, boundary walls and railings, if any, within the boundaries of the Building.‘'Schedule of Condition" means the schedule of condition in relation to the Premises annexed hereto as appendix 1."Service Charge" means 10.64% of the sums payable by the Landlord to the Superior Landlord under clause 32 of the Superior Lease andprovided that the Tenant's proportion shall not be increased by reason of the remainder of the Landlord's Premises not being occupied by atenant or other occupier paying towards the Service Charge."Services" means the services to be provided by the Superior Landlord for the benefrt of the Building and its tenants and occupiers inaccordance with clause 31 of the Superior Lease."Services Systems" means all electrical and mechanical apparatus, plant, machinery and equipment installed in the Building from time totime, including those listed in part 2 of schedule 1, used for the provision of services and facilities within or to the Building but excludes anyinstalled by the Tenant or any other tenant or occupiers of the Building which are tenant's fixtures.‘'Statute" means every Act of Parliament, including any named in this Lease, in force during the Term together with all other legislationhaving effect in England and Wales."Superior Landlord" means the Landlord for the time being of the Superior Lease."Superior Lease" means a lease of Levels 0-5 CityPoint, One Ropemaker Street, London EC2 dated 6 April 2000 made between (1) WatesCity Point First Limited and Wates City Point Second Limited and (2) Sands service Company (No.2) and includes any documentssupplemental to it at the date of this Lease.''Tenant's Covenants" means the obligations in this Lease to be complied with by the Tenant."Term" means the Contractual Term."Uninsured Risks" means any risks expressly specified in the definition of the Insured Risks which render the Premises unfrt for occupationand use or inaccessible and which are not insured because insurance for such risks is not available or is not available in the Londoninsurance market at economic rates.‘'Use Classes Order" means the Town and Country Planning (Use Classes) Order 1987 as at the date ofthis Lease."Utilities’’ means the drainage of surface water and sewage and the supply or transmission of electricity, gas, telecommunications, water orany other services or supplies made to or consumed in the Building."Value Added Tax" includes any future tax of a like nature.''Working Days" means any day other than a Saturday or Sunday or traditional public holidays from time to time.1.2The ParticularsThe Particulars form part of this Lease and words and expressions defined in the Particulars shall be treated as defined terms in this Lease. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)9L_LIVE_EMEA1:34971988v5 1.3ConstructionIn this Lease, unless the contrary intention appears: (A)references to Statute include references to: (1)that Statute as amended or re-enacted or as other Statutes modify its application from time to time; and (2)any subordinate legislation made or to be made under that Statute; and (B)references to clauses or schedules are references to clauses in or schedules to this Lease and references to paragraphs arereferences to paragraphs in the schedule in which those references are made; and (C)references to the singular include the plural and vice versa; and (D)references to the parties include their successors in title; and (E)references to persons include individuals, companies, firms, partnerships, govemment bodies or agencies and corporations sole andaggregate; and (F)references to the masculine gender include the feminine and the neuter genders and vice versa; and (G)references to an indemnity mean an indemnity against all actions, claims, demands and proceedings made against the Landlord andall costs, expenses, liabilities and losses incurred directly or indirectly by the Landlord and "indemnify" and "indemnified" shall beconstrued in the same way; and (H)references to the Premises, the Building and Adjoining Property include any part of them; and (I)references to the end of the Term include the determination of the Term before the end of the Contractual Term; and (J)where the Tenant requires the consent of the Landlord to any Alterations, any change of the Authorised Use or any assignment or anyunderletting, such consent shall not be effective unless given by way of a formal licence executed as a deed; and (K)any reference to the date of assignment shall mean the date of the deed of assignment or transfer of this Lease and any covenantsgiven to the Landlord on any assignment of this Lease shall take effect from such date; and (L)any obligation on the Tenant includes an obligation on the Tenant to ensure that any person deriving title under the Tenant and its andtheir agents, employees, licensees and any other person under its or their control comply with that obligation and any reference to anact or default of the Tenant includes the act or default of those persons; and (M)any obligation on the Tenant not to do an act or thing includes an obligation not to knowingly permit or allow that act or thing to bedone; and (N)any obligations entered into by more than one person in this Lease are entered into jOintly and severally; and (O)any reference to the right of the Landlord to have access to, enter or call for information on the Premises shall be construed asextending to all persons authorised by it, including professional advisers, contractors, workmen and others, and any rights expressedto be reserved in favour of the Landlord shall be deemed to extend to the Superior Landlord and any mortgagee of the Premises, andall persons authorised by the Superior Landlord or mortgagee, including its or their agents, profeSSional advisers, contractors andworkmen; (P)any provisions in this Lease referring to the consent or approval of the Landlord shall be construed as also requiring the consent orapproval of the Superior Landlord (and/or its mortgagee) where such consent shall be Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)10L_LIVE_EMEA1:34971988v5 required, but nothing in this Lease shall be construed as implying that any obligation is imposed upon the Superior Landlord (and/or itsmortgagee) not unreasonably to refuse or delay any such consent or approval; (Q)any question or dispute arising under the Superior Lease which also affects or relates to the provisions of this Lease is to bedetermined as provided in the Superior Lease and the determination is to be binding on the Tenant; (R)the headings shall not affect the interpretation of this Lease; and (S)all agreements and obligations by any party contained in this Lease (whether or not expressed to be covenants) shall be deemed tobe, and shall be construed as, covenants by such party; (T)if any provision in this Lease is held to be illegal, void, invalid or unenforceable for any reason, the legality, validity and enforceabilityof the remainder of this Lease shall not be affected.PART 2 : CREATION OF THE LETTING AND RIGHTS AND RESERVATIONS2.Letting and term2.1Creation of the Contractual TermThe Landlord lets the Premises to the Tenant for the Contractual Term reserving the Rents.2.2Re-entryThe Landlord shall be entitled to re-enter the Premises or any part of them and by so doing end this Lease if: (A)the Rents or any part of them remain unpaid twenty one days after becoming payable, whether (in the case of Principal Rent) formallydemanded or not; or (B)the Tenant does not comply with the Tenant's Covenants; or (C)there is an Event of Insolvency; or (D)any process of distress, execution or similar process is levied against any of the assets and undertaking of the Tenant at thePremises.2.3Termination on destructionIf an Insurance Event damages or destroys so as to render the Premises or those areas which the Tenant enjoys rights pursuant to theterms of this Lease substantially unfit for use and occupation or renders them inaccessible and they have not been reinstated and madeaccessible then: (A)if either: (1)the Superior Landlord or the Landlord serves notice on the other under clause 29.7.1 ofthe Superior Lease; or (2)the Landlord serves notice on the Superior Landlord under clause 29.7.2 of the Superior Lease; or (3)the Superior Landlord serves notice on the Landlord under clause 29.8 of the Lease; or (4)on the date which is two years and six months follOwing the Insurance Event's occurrence the Landlord or the Tenant servesnot less than six months' prior written notice on the otherthis Lease shall end on the date the relevant notice expires ,unless clauses 2.3(C) or 2.3(0) apply, and each of the Superior Landlordand the Landlord shall be entitled to retain for their own benefit all insurance moneys received or receivable under any policy ofinsurance maintained by then; and Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)11L_LIVE_EMEA1:34971988v5 (B)the Landlord shall provide the Tenant with a copy of any notice served referred to in clauses 2.3(A)(1) to 2.3(A)(3); and (C)if any insurance moneys have been withheld in whole or in part due to the act or default of the Tenant, any notice served by theTenant under clause 2.3(A)(4) shall be ineffective unless the Tenant has complied with clause 5.12; and (D)if the Premises have been reinstated and made accessible by the date any notice served by the Tenant under clause 2.3(A)(4)expires, this Lease shall not end.Any dispute about the operation of this clause 2.3 shall be submitted at the request of the Landlord or the Tenant to the decision of a singlearbitrator under the Arbitration Act 1996.2.4Exclusion of Sections 24 to 28 Landlord and Tenant Act 1954In relation to the 1954 Act: (A)the Tenant confirms that before it became contractually bound to enter into the tenancy created by this Lease: (1)the Landlord served on the Tenant the Notice; and (2)the Tenant, or a person duly authorised by the Tenant, made the Declaration; and (3)where the Declaration was made by a person other than the Tenant, the declarant was duly authorised by the Tenant to makethe Declaration on the Tenant's behalf; and (B)the Landlord and Tenant agree to exclude the provisions of ss24 to 28 (inclusive) of the 1954 Act in relation to the tenancy created bythis Lease.2.5Effect of terminationWhen this Lease ends it shall be without prejudice to any outstanding liabilities of any party to any other party.3.Rights and reservations3.1Rights grantedThe Landlord lets the Premises together with the rights set out in schedule 2: (A)for the benefit of the Tenant and any person deriving title under the Tenant; and (B)in common with the Superior Landlord, Landlord and all others authorised by them; and (C)subject to the right of the Superior Landlord to interrupt, modify or end these rights under the terms of the Superior Lease; and (D)subject to the right of the Landlord to interrupt, modify or end the rights in schedule 2 without any liability to the Tenant if it grants theTenant such alternative rights as may be necessary for the proper use and enjoyment of the Premises.3.2Reservations in the Superior LeaseThe Premises are let subject to the rights, for the benefit of the Superior Landlord and all others authorised by it, over the Premises set outin schedule 2 to the Superior Lease. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)12L_LIVE_EMEA1:34971988v5 3.3Rights reservedThe Landlord reserves throughout the Term to itself and all others authorised by it the rights over the Premises set out in schedule 3 whichmay be exercised without any liability to the Tenant beyond that set out in schedule 3 and the Tenant shall not prevent or interfere with theexercise of these rights.3.4Title mattersThe Premises are let subject to the title matters set out in schedule 6 to the Superior Lease save that the date 15 September 1997 shall bedeemed deleted and substituted with the date 4 May 2012 and the reference to the entry 7 of the charges register shall be deemed deletedand substituted with entries 13 and 14 of the charges register and all other easements, covenants, privileges and rights enjoyed over oragainst the Building so far as any of them are still subsisting and capable of taking effect.3.5No implied or prescriptive rights (A)section 62 Law of Property Act 1925 shall not apply to this Lease; and (B)the Tenant shall not be entitled to the benefit of or to claim or enforce against the Landlord or any other person any covenant, right,agreement, privilege or easement in respect of the Premises, the Building or any Adjoining Property except those expressly grantedin clause 3.1; and (C)any other right from time to time enjoyed by the Tenant in respect of the Premises, the Building or any Adjoining Property shall beenjoyed by the consent of the Landlord, terminable at any time by notice in writing to the Tenant and without any liability to theTenant.3.6No benefit of covenants and conditionsNothing in this Lease shall give the Tenant any right to claim or enforce against the Landlord or any other person or to receive the benefit ofany covenant, term or condition in any lease (other than this Lease), deed or document relating to the Premises, the Building or anyAdjoining Property.3.7Use of the Building and Adjoining PropertyNothing in this Lease shall limit or affect the rights of: (A)the Superior Landlord, the Landlord or any other person in relation to the remainder of the Building; or (B)the Landlord or any other person in relation to the remainder of the Landlord's Premises; or (C)the Superior Landlord, the Landlord or any other person in relation to any Adjoining Propertyto use or otherwise deal with the remainder of the Building, the Landlord's Premises and any Adjoining Property in such manner and for anypurpose as it wishes (save that upon request from the Tenant (and at the Tenant's cost) the Landlord shall in circumstances where theTenant's use and enjoyment of the Premises is materially adversely affected use all reasonable endeavours to procure that the SuperiorLandlord enforces such rights as the Superior Landlord has against other tenants in the Building). Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)13L_LIVE_EMEA1:34971988v5 PART 3: RENTS4.Rents4.1Rents payableDuring the Term the Tenant shall pay to the Landlord by way of rent without any abatement, counterclaim, deduction, reduction or set-offwhatsoever unless required to do so by any Statute: (A)the Principal Rent by equal quarterly payments in advance on the Quarter Days which, if the Landlord requires, shall be paid bybanker's standing order; and (B)the Insurance Rent, which shall be payable within five working days of demand; and (C)the Service Charge which shall be payable within five working days of demand; and (D)the Energy Charge; and (E)the CRC Charge; and (F)any other sums expressed to be payable as additional rent under this Lease, which shall be payable on demand.4.2First payment of Principal RentPrincipal Rent for the period from and including the Rent Commencement Date to the next Quarter Day shall be paid on the RentCommencement Date.4.3Payment of Insurance Rent, Service Charge, Utilities and OutgoingsInsurance Rent, Service Charge, Utilities and Outgoings shall be payable from and including the Term Commencement Date.4.4Value Added TaxEach sum payable by the Tenant under this Lease shall be treated as being exclusive of Value Added Tax. The Tenant shall pay asadditional rent any Value Added Tax properly demanded by the Landlord: (A)on the Rents; and (B)on any supply made by the Landlord under this Lease; and (C)on any supply made to the Landlord or any other person that the Tenant covenants to reimburse, but only to the extent that theperson to whom the supply was made is unable to recover the Value Added Taxand the Landlord shall provide the Tenant with a valid Value Added Tax invoice relating to such payment within five working days thereafter. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)14L_LIVE_EMEA1:34971988v5 4.5Overpayment of Value Added TaxIf any amount paid by the Tenant to the Landlord in respect of Value Added Tax was not properly chargeable: (A)if the prescribed VAT accounting period of the Landlord in which the Value Added Tax was charged has not ended, the Landlord shallrepay the Valued Added Tax promptly to the Tenant; and (B)if the prescribed VAT accounting period of the Landlord in which the Value Added Tax was charged has ended, the Landlord shall usereasonable endeavours, at the Landlord's expense, to obtain the repayment of the Value Added Tax as soon as possible. Uponreceipt of the repayment, the Landlord shall repay the amount recovered promptly to the Tenant.4.6Interest on late paymentsThe Tenant shall pay as additional rent interest on any sums due to the Landlord which have been fonnally demanded by the Landlord (savein the case of the Principal Rent) but which are not paid within seven days of the due date for payment or, for Principal Rent, on the duedate for payment. Interest shall be calculated at the Prescribed Rate, both before and after any judgment, from the due date for payment tothe date on which payment is made. It shall accrue on a daily basis.4.7Suspension of rentThe following provisions shall apply following an Insurance Event which renders the Premises unfit for occupation and use or inaccessible: (A)the Principal Rent and the Service Charge, or a proper proportion according to the extent of the damage or destruction, shall besuspended except to the extent that any insurance moneys are withheld due to the act or default of the Tenant; and (B)the period of suspension shall be from the date of the Insurance Event until the date when the Premises are reinstated or made fit soas to render the Premises fit for occupation and use and made accessible by the Superior Landlord under the Superior Lease or theLandlord under this Lease or, if earlier, the date on which the period covered by the Superior Landlord's or the Landlord's (asappropriate) loss of rent insurance expires provided that such suspension shall not apply to the extent that the policy or policies ofinsurance in respect of loss of rent shall have been invalidated and the payment of the policy monies properly refused wholly or partlyas a result of some act or default of the Tenant or any undertenant or occupier of the Premises or any of their respective agentslicensees visitors or contractors or any person under the control of any of them; and (C)any dispute about the operation of this clause 4.7 shall be submitted at the request of the Landlord or the Tenant to the decision of asingle arbitrator under the Arbitration Act 1996; and (D)if the Tenant shall have paid any sum comprising the Principal Rent or Service Charge in advance in respect of a period following thedate of damage or destruction the Landlord shall on whichever shall be the earlier of the end of the period in respect of which the sumwas paid and the date upon which the Premises are rendered fit for beneficial use as aforesaid refund (unless the insurance shallhave been vitiated by the Tenant) the same or a due proportion thereof (but excluding always any Insurance Rent, Service Charge,Energy Charge or other sums used or to be used by the Landlord to pay for insurance, services or other items of expenditure)according to the length of time and the extent to which the Premises are unfit for occupation or use for the use pennitted by thisLease.4.8Suspension of Rent Free PeriodIf the suspension of rent provisions in clause 4.7 (relating to an Insured Risk) apply during at any time prior to the Rent CommencementDate, the Principal Rent (or a fair proportion according to the nature and extent of the damage) shall not be payable for a further period whichis equivalent to the period between (i) the date of damage or destruction causing the suspension provisions to apply and (ii) the date onwhich re-instatement of the damage or destruction has taken place. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)15L_LIVE_EMEA1:34971988v5 PART 4: INSURANCE5.Insurance obligations5.1Insurance of the BuildingThe Landlord shall use all reasonable endeavours to procure that the Superior Landlord insures the Building against the Insured Risks inaccordance with the terms of the Superior Lease.5.2Supplemental insuranceThe landlord shall insure in an insurance office of good repute and through such agency as the Landlord may from time to time determine orthrough underwriters at Lloyds the landlord's Premises: (A)against damage or destruction by any of the Insured Risks if the Superior Landlord fails to insure the Landlord's Premises againstdamage or destruction by any such Insured Risks in accordance with the terms of the Superior Lease in each case in its fullreinstatement cost including demolition, site clearance, hoarding and shoring up and all surveyor's, architect's and legal andprofessional fees and statutory fees together in each case with Value Added Tax; and (B)three years' loss of the Principal Rent and Service Charge, in respect of the Landlord's Premises taking into account the Landlord'sreasonable estimate of any increase in those rents upon any rent review or new letting but only insofar as, and to the extent that,such Principal Rent and Service Charge is not insured under the Superior Landlord's policy or policies of insurance and such PrincipalRent and Service Charge is more than that reserved in the Superior Lease.5.3Notice of Tenant's interestThe Landlord shall use its reasonable endeavours: (A)where the Landlord is entitled to make a request to do so under the Superior Lease, to procure that the Superior Landlord notes theinterest of the Tenant on any policy or policies of insurance of the Building effected by the Superior Landlord under the SuperiorLease; and (B)to note the interest of the Tenant on any policy or poliCies of insurance of the Landlord's Premises maintained by the Landlord underclause 6.2.The Landlord's obligations under this clause 5.3 shall be satisfied if the relevant policy or policies of insurance contain provisions whichdeem the interest of any tenant or undertenant of the Building or the Landlord's Premises to be noted on them.5.4General insurance provisionsThe Landlord's obligations under clause 5.2 shall be subject always to: (A)cover being normally available with insurance offices of good repute in the United Kingdom or through underwriters at Lloyd's onreasonable commercial terms; and (B)such Insurance Excesses, exclusions and conditions in the United Kingdom insurance market in which the insurance is placedapplicable to the area in which the Building is situated or the type of building insured including any exclusions in respect of TerroristActivity; and (C)any policy of insurance not being made void or voidable by any act or default of the Tenant; and (D)in respect of the Landlord's obligations under clause 6.2, the Tenant notifying the Landlord of the reinstatement value of anyAlterations. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)16L_LIVE_EMEA1:34971988v5 5.5Insurance RentThe Tenant shall pay to the Landlord: (A)10.64% of the sums defined as "Insurance Rent" in the Superior Lease and charged to the Landlord by the Superior Landlord underthe terms of the Superior Lease and provided that the Tenant's proportion shall not be increased by reason of the remainder of theLandlord's Premises not being occupied by a tenant or other occupier paying towards the "Insurance Rent"; anda due proportion, to be fairly, properly and reasonably determined by the Landlord, of: (B)any costs incurred by the Landlord under clause 5.2; and (C)where the Landlord insures the Landlord's Premises under clause 6.2, the costs incurred by the Landlord in valuing the Landlord'sPremises at reasonable intervals for insurance purposes; and (D)any Insurance Excess; and (E)the Landlord's costs of preparing, making and settling any insurance claim under any policy of insurance maintained by the Landlord;and (F)all other sums payable by the Tenant to the Landlord under this clause 5,and provided that the Tenant's proportion shall not be increased by reason of the remainder of the 6th Floor forming part of the Landlord'sPremises not being occupied by a tenant or other occupier paying towards costs listed above.5.6Reinstatement of the BuildingFollowing an Insurance Event, except to the extent that the insurance moneys are properly withheld due to the act or default of the Tenantand not made good by the Tenant under clause 5.12, the Landlord shall: (A)use all reasonable endeavours to procure that all insurance moneys received from the insurer by the Superior Landlord are laid outtowards rebuilding or reinstating the Building in accordance with the Superior Landlord's obligations in the Superior Lease; and (B)where any insurance moneys in respect of the Landlord's Premises are payable to the Landlord: (1)use all reasonable endeavours to obtain any planning permissions and other approvals (including the consent of the SuperiorLandlord) required for the rebuilding and reinstatement of the Landlord's Premises, but without any obligation to appeal againsta refusal to grant planning permission or any other approval; and (2)subject to those planning permissions and approvals being obtained, procure that all insurance moneys received from theinsurer by virtue of clause 5.2(A) are laid out towards rebuilding or reinstating the Landlord's Premises as soon as reasonablypracticable making up any deficiency out of out of its own monies.5.7Manner of reinstatementWhere the Landlord reinstates the Building or the Landlord's Premises the Landlord shall: (A)reinstate the Building or the Landlord's Premises in substantially as convenient a form from the point of view of the Tenant as it wasprior to any such damage or destruction (but not so as to provide identical accommodation if it would not be reasonably practicable todo so) and so that the Landlord may make changes to take account of modem first class office specification at the relevant time;and. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)17L_LIVE_EMEA1:34971988v5 (B)carry out any works of reinstatement or replacement in a good and workmanlike manner in accordance with good building practice andusing good sound and suitable materials and in accordance with all necessary consents and Statute to the extent that such areobtainable in the market at the time at reasonable rates and on reasonable terms;PROVIDED THAT if it is not reasonably possible to rebuild or reinstate the Building or the Landlord's Premises in accordance with clause5.7(A) or (B) above, the Landlord shall rebuild or reinstate the same making any necessary changes provided that the use and enjoyment ofthe Premises and the ability of the Tenant and any lawful occupier to use the Premises benefiCially for the Permitted Use shall not bematerially and adversely affected.5.8Impossibility of reinstatementIf the Superior Landlord or the Landlord are unable to rebuild or reinstate the Building or the Landlord's Premises for any reason beyond theircontrol, then they shall not be under any obligation to do so and shall be entitled to retain for their own benefit all insurance moneys receivedor receivable under any policies of insurance maintained by them (in the case of the Superior Landlord, in accordance with the terms oftheSuperior Lease).5.9Commission and agency feesThe Landlord shall be entitled to retain for its own benefit any agency fee or other commission paid or allowed by the insurers.5.10Certificate of insuranceThe Landlord shall: (A)give the Tenant full details of the insurance of the Building maintained by the Superior Landlord under the Superior Lease on receipt ofsuch information from the Superior Landlord; and (B)give the Tenant full details of the insurance of the Landlord's Premises maintained by the Landlord under this Lease (if any),and in each case notify the Tenant in writing of any material change in the terms of cover from time to time and shall supply a copy of anynew form of policy which becomes applicable as a consequence.5.11Increased insurance costsThe Tenant shall not knowingly do or bring anything upon the Premises or any other part of the Building which may increase the premiumpayable for any policy of insurance effected by the Superior Landlord under the Superior Lease or by the Landlord under this Lease. If theTenant breaches this obligation, it shall pay the amount of any increased premium to the Landlord and indemnify the Landlord against theamount of any increased premium payable by the Landlord to the Superior Landlord under the Superior Lease arising from the Tenant'sbreach.5.12Invalidation of insuranceThe Tenant shall not knowingly do or bring anything upon the Premises or any other part of the Building which may invalidate any policy ofinsurance effected by the Superior Landlord under the Superior Lease or by the Landlord under this Lease. If any insurance moneys becomeirrecoverable due to the act or default of the Tenant, it shall pay the amount irrecoverable to the Landlord and indemnify the Landlord againstall sums payable by the Landlord to the Superior Landlord under the Superior Lease arising from the Tenant's breach.5.13Compliance with insurer's requirementsThe Tenant shall comply with the proper requirements and reasonable recommendations of the insurers of the Building or the Landlord'sPremises so far as the same have been communicated to the Tenant and relate to the Premises or the use of the Common Parts. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)18L_LIVE_EMEA1:34971988v5 5.14NotificationThe Tenant shall promptly give notice to the Landlord if: (A)there is an Insurance Event; or (B)the Tenant becomes aware of any matter which would invalidate or give the insurers of the Building or the Landlord's Premisesgrounds for avoiding any policy of insurance relating to the Building or the Landlord's Premises or which might increase the premiumpayable for any insurance of the Building or the Landlord's Premises maintained by the Superior Landlord under the Superior Lease orby the Landlord under this Lease.5.15Non Invalidation ClauseThe Landlord shall use reasonable endeavours to ensure that every policy of insurance effected by the Landlord and/or the SuperiorLandlord hereunder and under the Superior Lease contains a non-invalidation clause to the effect that the policy shall not be avoided by anyact or omission or by any alteration whereby the risk of damage or destruction is increased unknown to or beyond the control of the Landlordand/or the Superior Landlord and a provision whereby the insurers agree to waive all rights of subrogation remedies or relief to which theinsurers might become subrogated against the Tenant (unless the loss has been occasioned by or contributed to by the fraudulent orcriminal or malicious act of the Tenant).5.16Vacating PremisesFollowing any Insurance Event, the Tenant shall, if requested to do so by the Superior Landlord or the Landlord, vacate those parts of thePremises which have been damaged or destroyed or which the Superior Landlord or the Landlord reasonably requires access to in order toenable the Superior Landlord to comply with its reinstatement obligations under the Superior Lease or Landlord to reinstate under this Lease.5.17Tenant's insuranceThe Tenant shall not insure the Superior Landlord's or the Landlord's interest in the Building or the Landlord's Premises against any of theInsured Risks. If the Tenant breaches this clause 5.17, it shall hold the benefit of any insurance moneys which it receives in respect ofsuch interest on trust for the Superior Landlord and the Landlord and shall pay such sums to the Superior Landlord or the Landlord or, if theyso request, layout such sums in reinstating the damage in respect of which those sums were paid.5.18Tenant's third party liabilityThe Tenant shall insure its public liability and employer's liability in respect of the Premises.5.19Uninsured Risk DamageIf and whenever during the Term the Building is damaged or destroyed by an Uninsured Risk so that the Premises or any part of them arethereby unfit for occupation or use or inaccessible in accordance with this Lease then: (A)for the purpose of the repairing clauses under this Lease such destruction or damage shall be deemed to have been damage ordestruction caused by an Insured Risk and the Tenant shall not be required to repair such damage in accordance with its covenants; (B)no later than two years after the damage or destruction in question the Landlord shall give written notice to the Tenant (the "ElectionNotice") stating whether or not the Landlord or the Superior Landlord proposes to rebuild or reinstate the Building at its own cost(enclosing a copy of any notice and accompanying documentation received by the Landlord from the Superior Landlord pursuant tothe provisions of the Superior Lease and if the Landlord proposes to reinstate enclosing evidence that the Landlord has taken suchreasonable and proper steps as may be necessary to enable the Landlord to fulfil such intentions or that there is a reasonableprospect that the Landlord will be able to do so); Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)19L_LIVE_EMEA1:34971988v5 (C)if the Election Notice states that the Landlord or the Superior Landlord does propose to rebuild or reinstate the Building at its own costthen for all the purposes of this Lease the Building shall be deemed to have been damaged or destructed by an Insured Risk inrespect of which the full insurance monies are recoverable by the Landlord or the Superior Landlord under the policy or policies ofinsurance for the Building and the Landlord shall use all reasonable endeavours to procure that the Superior Landlord reinstates theBuilding in accordance with its reinstatement obligations under the Superior Lease and if the Landlord is reinstating in accordancewith its obligations specified in this Lease and for the avoidance of doubt the Landlord and/or the Superior Landlord shall not recoverthe cost of repairing such damage under the Service Charge or otherwise under this Lease; (D)if the Election Notice states that the Landlord does not propose to rebuild or reinstate the Building or if no Election Notice is servedwithin the period referred to in clause 5.19(B) above then either the Landlord or the Tenant may at any time thereafter give writtennotice to the other to determine this Lease whereupon this Lease shall forthwith determine with immediate effect but without prejudiceto any rights or liabilities in respect of any antecedent breaches; (E)50% of the Principal Rent or 50% of a fair proportion according to the nature and extent of the damage sustained will be suspendeduntil the earlier of: (1)the date the Premises shall again be fit for occupation and use and accessible and ready for the Tenant's fitting out works; or (2)the date this Lease shall determine in accordance with clauses 5.19(0) above or 5.19(F) below; (3)the date two years from the date of damage or destructionand thereafter the Principal Rent and the Service Charge or a fair proportion thereof according to the nature and the extent of thedamage sustained shall be suspended until the Premises shall again be fit for occupation and use and accessible and ready for theTenant's fitting out works or the date this Lease shall determine in accordance with clauses 5.19(0) above or 5.19(F) below; (F)if following the service of the Election Notice the Premises shall not be fit for or capable of full beneficial occupation and use by theTenant for the use permitted by this Lease and accessible within three years after the occurrence of the damage by an UninsuredRisk either the Tenant or the Landlord may at any time prior to the Premises being rebuilt or reinstated so as to render the Premisescapable of full beneficial use as aforesaid terminate this Lease by written notice to the other party but without prejudice to any claimeither party may have against the other in respect of any antecedent breach of their respective obligations hereunder.PART 5: TENANT'S COVENANTS6.Financial obligations6.1Payment of OutgoingsThe Tenant shall pay and indemnify the Landlord against all Outgoings except for: (A)any tax, other than Value Added Tax, payable by the Landlord on the Rents; and (B)any tax on any dealing by the Landlord with its interest in the Premises or the Landlord's Premises.6.2loss of rating reliefIf the Tenant claims any rating relief during the Term for empty premises, it shall pay to the Landlord on demand an amount equal to anyrating relief which the Landlord is unable to claim after the Term has ended as a result of the Tenant having made such a claim. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)20L_LIVE_EMEA1:34971988v5 6.3Rating ProposalsThe following provisions shall apply in respect of any Rating Proposal: (A)the Tenant shall notify the Landlord as soon as it is aware of any Rating Proposal made by a third party and shall not agree to anyRating Proposal or make any Rating Proposal itself without the prior written consent of the Landlord (such consent not to beunreasonably withheld or delayed); and (B)unless the Tenant can demonstrate to the reasonable satisfaction of the Superior Landlord and the Landlord that the Rating Proposalwould increase the Outgoings the Tenant shall: (1)not object to any Rating Proposal made by the Superior Landlord or the Landlord or to the outcome of any Rating Proposal; and (2)co-operate with the Superior Landlord and the Landlord in making any Rating Proposal and give the Superior Landlord and theLandlord such information as they reasonably request; and (3)sign all consents, authorisations or other documents as the Superior Landlord or the Landlord reasonably request to give fulleffect to the Rating Proposal or its outcome.6.4Payment for UtilitiesTo the extent the same are not recovered through the Energy Charge, the Tenant shall pay for all Utilities used by the Tenant (and/or a fairproportion of the cost of Utilities used by the Premises together with the remainder of the premises demised under the Superior Lease) andany related meter rents, installation charges and connection charges.6.5To pay costsThe Tenant shall pay all proper costs, charges and expenses incurred by or on behalf of the Landlord (together with the Landlord's ownadministrative and management expenses) in relation to: (A)the preparation and service of any notice and any proceedings under ss146 or 147 Law of Property Act 1925 or the LeaseholdProperty (Repairs) Act 1938 whether or not forfeiture is avoided other than by relief granted by the court; and (B)the preparation and service on any undertenant of any notice under s.6 Law of Distress Amendment Act 1908; and (C)the preparation and service of any notice under s.17 of the 1995 Act; and (D)the recovery of any arrears of the Rents, whether by action or otherwise; and (E)the preparation and service of a schedule of dilapidations at any time during or within three months after the end of the Term (butrelating to all cases only to such wants of repair which accrued not later than the expiration of the Term); and (F)any action taken by the Landlord to ensure that the Tenant makes good any breach of the Tenant's Covenants including, withoutlimitation, any survey carried out by or on behalf of the Landlord to determine the nature and extent of any Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)21L_LIVE_EMEA1:34971988v5 (G)the application for consent to any matter for which the consent or approval of the Landlord is required under this Lease whether suchconsent is granted or not for any reason unless the Landlord acts unreasonably in refusing consent. Any costs payable under thisclause 6.5(G) shall: (1)be payable to the extent only that they are proper and reasonable; and (2)include the proper and reasonable costs of the Superior Landlord where the cost of the Superior Landlord is required under theterms of the Superior Lease.6.6IndemnityThe Tenant shall keep the Landlord indemnified against any breach of the Tenant's Covenants or any act or default of the Tenant in relationto the Premises save that the Landlord shall be obliged to use reasonable endeavours to mitigate its loss. Repair and redecoration7.Repair and redecoration7.1Upkeep of the PremisesSubject to clause 7.3, the Tenant shall: (A)keep the Premises in good and substantial repair and condition provided that the Tenant shall not be obliged to keep the Premises inany better state and condition than that evidenced by the Schedule of Condition; and (B)replace any carpets and other floor coverings with new articles of a similar kind and quality at the end of the Term; and (C)replace: (1)any landlord's fixtures; and (2)any blinds, curtains or other window coverings in the Premises with new articles of a similar kind and quality if they becomeincapable of repair or, in the case of plant and eqUipment, if they cease to operate properly; and (D)redecorate the Premises intemally within the three months before the end of the Term; and (E)as often as reasonably necessary, wash down all tiles, glazed bricks and similar washable surfacesprovided that the Tenant shall not paint, or otherwise treat, surfaces within the Premises not previously painted or treated without theLandlord's prior written consent, such consent not to be unreasonably withheld or delayed.7.2CleaningThe Tenant shall: (A)keep the Premises in a clean and tidy condition and (save to the extent that the Tenant employs and utilises its own cleaning staff)employ only the Superior Landlord's nominated cleaning contractors or the Landlord's cleaning contractor for such purposes, but sothat: (1)the Landlord shall consult with the Tenant in relation to each proposed appointment, and the Landlord shall use all reasonableendeavours to procure that the Superior Landlord shall have due regard to any proper and reasonable representations made bythe Tenant relating to the identity of all such cleaning contractors; Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)22L_LIVE_EMEA1:34971988v5 (2)if the Tenant reasonably and properly determines that the service provided by the Superior Landlord's nominated cleaningcontractor is unsatisfactory, and the Landlord fails within a reasonable time of being requested by the Tenant to procure areasonable improvement, the Tenant shall (subject to the Superior Landlord agreeing thereto pursuant to the terms of theSuperior Lease) be entitled to appoint its own competent and reputable cleaning contractors; (B)as often as may be necessary, property clean the inside surfaces of all exterior windows and windows looking onto any galleria oratrium and: (1)in the event that the Superior Landlord enforces clause 10.5.3(a) of the Superior Lease keep the toilets shown shaded yellowon Plan A in a clean and tidy condition, and either appoint competent and reputable cleaning contractors for such purposes, oremploy its own cleaning staff, provided that, to the extent the Landlord (acting reasonably) or the Superior Landlord considersthe said toilets are not being kept in a clean and tidy condition, the Landlord shall be entitled to appoint its own cleaningcontractors for such purposes, and the Tenant shall then no longer be entitled or obliged to provide such cleaning contractorsunder this clause 7.2(8)(1); (2)permit the Landlord, its servants, agents and contractors after reasonable prior notice (but not less than ten (10) Working Daysprior notice save in emergency (where no notice need be given)) to enter the Premises to inspect the toilets and thereafter tocarry out any works of refurbishment as the Landlord or the Superior Landlord may require, such works to be carried out inaccordance with a programme, and subject to conditions including access, security and hours of working, first approved by theTenant, such approval not to be unreasonably withheld or delayed PROVIDED THAT the Tenant may from time to time requestthe Landlord to carry out such refurbishment works, and, if the Landlord declines so to do, then the Tenant may itself carry outsuch works in accordance with details previously approved by the Landlord, such approval not to be unreasonably withheld ordelayed.7.3Insurance EventsClause 7.1 shall not apply to any damage to or destruction of the Premises which is an Insurance Event except to the extent that theinsurance moneys are withheld due to the act or default of the Tenant.7.4Manner of redecorationThe Tenant shall carry out all redecoration with appropriate materials in a good, substantial and workmanlike manner and in accordance withbest modern practice in colours and with materials previously approved in writing by the Landlord, such approval not to be unreasonablywithheld or delayed. In the final three months of the Term, the Tenant shall use such colours and materials as the Landlord requires.7.5Making good disrepairThe Tenant shall carry out any works required to remedy any breach of the Tenant's Covenants relating to the repair and condition of thePremises within three months after the service of any notice specifying the works required or immediately in case of emergency. In default,the Landlord with its contractors may enter and remain upon the Premises to carry out those works itself and all proper costs incurred by theLandlord shall be a debt payable on demand to the Landlord by the Tenant. For the avoidance of doubt the Tenant shall not be required toreimburse the Landlord for any costs which put the Premises in any better condition than as evidenced by the Schedule of Condition. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)23L_LIVE_EMEA1:34971988v5 7.6Defective premisesThe Tenant shall do everything necessary to comply with the Defective Premises Act 1972 and in particular shall: (A)promptly give notice to the Landlord of any defect in the Premises or the Building which may give rise to a duty of care on theSuperior Landlord or the Landlord under that Act; and (B)not do any act or thing which might breach any duty of care on the Superior Landlord or the Landlord under that Act; and (C)display and maintain on the Premises any notices which the Superior Landlord or the Landlord may reasonably require.8.Alterations8.1No structural alterations (A)The Tenant shall not alter, cut into or remove any of the principal or load-bearing walls, floors, beams or columns in or enclosing thePremises, or carry out any alteration or addition incapable of being fully reinstated at the expiry or sooner determination of the Term. (B)Notwithstanding clause 8.1(A) the Tenant shall be entitled to make minor openings in floor slabs or interior walls in the Premises andinto other immediately adjacent or contiguous premises in the Building let to the Tenant (and which continue at the time of the makingof the minor openings to be let to the Tenant) which do not (whether individually or in aggregate) adversely affect the structuralintegrity of the Building or the operation of any of the mechanical, electrical, sanitary, heating, ventilation, air conditioning or otherservices within the Building subject to first obtaining the Landlord’s written consent (such consent not to be unreasonably withheld ordelayed).8.2No alterations to landlord's fixturesThe Tenant shall not make any alteration or addition to any of the landlord's fixtures or to any of the Conduits in the Premises without theLandlord's consent, such consent not to be unreasonably withheld or delayed.8.3Non-structural alterationsThe Tenant shall not make any alteration or addition of a non-structural nature to the Premises without the prior written consent of theLandlord, such consent not to be unreasonably withheld or delayed in circumstances where such alterations do not materially adverselyaffect the Premises or the efficiency of the mechanical, electrical, sanitary, heating, ventilation, air-conditioning or other services in thePremises (otherwise than temporarily until they have been re-balanced) and do not adversely affect anything outside the Premises (includingthe external appearance of the Building) or the efficacy of the mechanical, electrical, sanitary, heating, ventilation, air conditioning or otherservices in the Building (otherwise than temporarily until they have been re-balanced) and any obligation to supply air conditioning and/orheating to the Premises shall be qualified to the extent the Landlord or the Superior Landlord is prevented or restricted from doing so byreason of alterations carried out pursuant to this clause 8.3, but the Tenant shall: (A)supply the Landlord beforehand with plans showing its proposed layout and all other relevant details together with particulars of itstype and design; (B)comply with all statutory requirements applicable to the works being carried out; and, (C)within fifteen (15) Working Days after substantial completion of the works, provide the Landlord with two sets of final "as-built" plansand specifications and a set of plans and specifications showing the Premises prior to the commencement of the works (in bothcases hard copy and CAD disk) for retention. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)24L_LIVE_EMEA1:34971988v5 Notwithstanding the foregoing, the Tenant shall be entitled to install, relocate and remove demountable partitioning, floor boxes and lightswitches within the Premises without the Landlord's prior consent, provided that such works do not have a materially adverse effect on themanagement of the Building, or the operation of the Base Building Services and provided the Tenant complies with clauses 8.3(A) to 8.3(C).8.4Covenants by TenantThe Tenant shall enter into such covenants as the Landlord or the Superior Landlord may reasonably and properly require regarding theexecution of any works to which the Landlord consents under this clause, and the reinstatement of the Premises in respect of such works,or any other areas, at the end or earlier determination of the Term.8.5ReinstatementIn respect of all Alterations, the Tenant shall comply with the reinstatement provisions in clauses 18.2 and 18.3 at the end of the Term.8.6Effect of consent to AlterationsIn consenting to any Alterations, the Landlord shall not guarantee: (A)the structural stability of either the Alterations or the Premises as altered by them; or (B)the suitability of any materials to be used in the Alterations; or (C)the compatibility of the Alterations with the Services Systems; or (D)that the Premises as altered will comply with the requirements of any Statute.9.Use ofthe Premises9.1Authorised UseThe Tenant shall use the Premises only for the Authorised Use for such use 24 hours every day of the year.9.2Prohibited usesThe Tenant shall not use the Premises: (A)as offices to which members of the public are normally admitted otherwise than by way of appointment; or (B)for the wholesale or retail sale of goods or any sale by auction; or (C)for any religious,public or political meeting; or (D)for any offensive, noxious or noisy trade, business or occupation; or (E)for illegal or immoral purposes; or (F)for the sale or production of alcohol; or (G)for residential purposes; or (H)as a club, sex shop, amusement arcade, belting office, staff agency or employment agency; or Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)25L_LIVE_EMEA1:34971988v5 (I)the preparation or cooking of food, other than in those areas reasonably designated by the Landlord for those purposes; or (J)for any use which is prohibited under the Superior Lease.9.3RegulationsThe Tenant shall: (A)comply with any reasonable requirements or reasonable regulations made in respect of the Utilities by the supply companies; and (B)comply with the lawful requirements and reasonable recommendations of the local fire officer in respect of the Premises and theBuilding or their use; and (C)operate the Services Systems within and exclusively serving the Premises in accordance with the manufacturer's operatingguidelines and recommendations; and (D)comply with all Regulations.9.4KeyholdersThe Tenant shall: (A)ensure that, at all times, the Landlord and the Superior Landlord has details of the names, home numbers and home addresses of atleast two keyholders of the Premises; and (B)provide the Landlord and the Superior Landlord with a set of keys and passes, and any necessary codes for any keypads or otherequipment necessary for gaining access to the Premises to enable the Landlord and the Superior Landlord, or their agents and othersauthorised by the Landlord or the Superior Landlord to enter the Premises for security purposes or in cases of emergency, providedthat the Landlord shall only enter the Premises unaccompanied where the Tenant's keyholder has not provided access within areasonable time PROVIDED THAT the foregoing provisions of this clause 9.4 shall only apply in circumstances where the Landlord acting reasonably andproperly has notified the Tenant in writing that the Landlord considers that the security arrangements implemented by the Tenant areinsufficient for the Landlord's purposes and the Tenant has failed, within 10 (ten) Working Days of receipt of the Landlord's notice, toimplement aHernative security arrangements that are acceptable to the Landlord (acting reasonably).9.5Use RestrictionsThe Tenant shall perform and observe the obligations set out in schedule 4.9.6No warranty as to useThe Landlord gives no warranty that the Authorised Use is or will remain a permitted use under the Planning Acts.10.Alienation generally10.1DisposalsThe Tenant shall not assign, charge, underlet or part with possession, or share the occupation of, or permit any perSon to occupy the wholeor any part or parts of the Premises except as may be expressly permitted by clauses 10 to 13 (inclusive). Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)26L_LIVE_EMEA1:34971988v5 10.2Sharing with a Group CompanyNothing shall prevent the Tenant from sharing occupation of the whole or any part of the Premises with any company which is, for the timebeing, a Group Company of the Tenant subject to: (A)the Tenant giving to the Landlord written notice of the sharing of occupation and the name of the Group Company concerned withinfive (5) Working Days after the sharing begins; (B)the Tenant and that Group Company remaining in the same relationship whilst the sharing lasts; (C)the sharing not creating the relationship of landlord and tenant between the Tenant and that Group Company; and (D)no security of tenure under Part II of the 1954 Act arising.11.Assignment11.1No assignment of partThe Tenant shall not assign any part or parts (as distinct from the whole) of the Premises.11.2Prohibition on assignmentThe Tenant shall not assign the whole of the Premises without complying with, or fulfilling, the circumstances and conditions set out in thisclause 11.11.3Information relating to Application to AssignThe Landlord shall be entitled to receive from the Tenant the following undertaking and information prior to considering any Application toAssign from the Tenant: (1)an undertaking (unconditional, save as to a reasonable upper limit in line with the Landlord's reasonable estimate of costs) fromsolicitors acting for the Current Tenant or for the Proposed Assignee to pay on demand all costs and disbursements (andirrecoverable VAT) which may reasonably and properly be incurred by the Landlord and the Superior Landlord in considering theApplication to Assign, whether or not consent is granted, and in granting consent (if it is granted); and, (2)such information relating to the financial affairs and position of the Proposed Assignee and the Proposed Guarantor as theLandlord and the Superior Landlord may reasonably require.11.4Circumstances in which assignment not allowedFor the purposes of section 19(1)A of the 1927 Act it is agreed that, in addition to any other circumstance in which consent to assignmentmay lawfully be withheld, the Landlord may withhold consent to an assignment by the Tenant of the whole of the Premises in any of thecircumstances set out in clauses 11.4(A) and 11.4(8). In this clause, references to the Proposed Assignee shall be interpreted so that,where it is proposed that a Proposed Guarantor shall act as a guarantor for the liabilities of the Proposed Assignee, the criteria set out belowneed apply to the Proposed Guarantor (mutatis mutandis) only, and not the Proposed Assignee itself. The circumstances are as follows: (A)where the Proposed Assignee is a person or entity who has, or may come to have, the right to claim diplomatic or sovereignimmunity or exemption from liability for the breach of the covenants contained in this Lease, unless such diplomatic or sovereignimmunity or exemption from liability is effectively and irrevocably waived, disclaimed or negated beforehand, and the Tenant has atits own cost supplied to the Landlord and the Superior Landlord any legal opinion reasonably required by the Landlord in connectionwith such waiver, disclaimer or negation in a form acceptable both to the Landlord, in each case acting reasonably, and the SuperiorLandlord; and Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)27L_LIVE_EMEA1:34971988v5 (B)where the Landlord (acting reasonably) considers the Proposed Assignee (or the Proposed Guarantor) is a person who WOUld, in thereasonable opinion of a prudent landlord of high quality offices in the City of London, not be considered of sufficient financial standingto enable it to comply with the tenant's covenants in (C)where the Proposed Assignee is a company incorporated in or an individual resident in a jurisdiction outside the United Kingdom inrespect of which there no applicable treaty for the mutual enforcement of civil judgments unless the Landlord is reasonably satisfiedthat a judgment obtained in England and Wales against the assignee can be enforced in the relevant jurisdiction; and (D)where the Proposed Assignee is a Group Company of the Tenant unless the Landlord is provided with: (1)evidence reasonably satisfactory to it that the covenant strength of the assignee is not less than that of the Tenant at the dateof the assignment disregarding any Authorised Guarantee Agreement given by the Tenant to the Landlord; and (2)a new guarantor of the Tenant's Covenants of no less covenant strength than the Tenant's Guarantor at the date of theassignment.11.5Conditions for assignmentFor the purposes of section 19( 1 A) of the 1927 Act, it is further agreed that, in addition to any other conditions subject to which licence orconsent may be granted for the Proposed Assignment, any consent of the Landlord shall be subject to the following conditions: (A)the Tenant has paid to the Landlord the whole of any arrears of Principal Rent; and (B)that the Current Tenant shall, prior to completion of the Proposed Assignment, procure that the Proposed Assignee enters into adirect covenant with the Landlord to pay the Rents reserved by, and to perform the covenants by the Tenant contained in this Lease;and (C)that, if the Landlord shall reasonably so require, the Current Tenant shall obtain an acceptable guarantor for the Proposed Assignee,and shall procure that such guarantor shall execute and deliver to the Landlord a deed containing covenants by that (or, if more thanone, joint and several covenants) with the Landlord, as a primary obligation, in the terms contained in schedule 5 (with necessarychanges), or in such other terms as the Landlord may reasonably require; and (D)if reasonably required by the Landlord, a rent deposit of not less than twelve months' Principal Rent, together with Value Added Tax (ifany), shall be provided to the Landlord on such terms and for such period as the Landlord shall reasonably require.11.6Authorised Guarantee Agreement (A)For the purposes of section 19(1)A of the 1927 Act and section 16 of the 1995 Act, it is agreed that any consent of the Landlord andof the Superior Landlord to an assignment of the whole of the Premises shall be subject to a condition that the Current Tenant shall,prior to such assignment being completed, execute and deliver to the Superior Landlord and the Landlord deeds, which shall beprepared by the Landlord's solicitors, containing covenants on the part of the Current Tenant in the case of the deed to entered intowith the Landlord in the form of those set out in schedule 5 with any necessary changes. (B)For the purposes of section 19(1)A of the 1927 Act and section 16 of the 1995 Act, and as a separate and severable obligation fromthat set out in this clause 11.6, it is further agreed that any consent of the Landlord and of the Superior Landlord to an assignment ofthe whole of the Premises shall be subject to a condition that any guarantor of the Current Tenant shall, prior to such assignmentbeing completed, execute and deliver to the Landlord and the Superior Landlord deeds containing a direct covenant by way of aguarantee and indemnity that the Tenant will comply with its obligations in the Authorised Guarantee Agreement referred to in clause11.6(A) above in the case of the deed to entered into with the Landlord in the form of those set out in schedule 5, with any necessarychanges. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)28L_LIVE_EMEA1:34971988v5 11.7Consent for assignmentWithout prejudice to the foregoing provisions of this clause 11, the Tenant shall not assign the whole of the Premises without the priorwritten consent of the Landlord, and, save in relation to the circumstances set out in clause 11.4 and the conditions mentioned in clauses11.5 and 11.6, such consent shall not unreasonably be withheld or delayed, and of the Superior Landlord; and the parties hereby agree that,in considering whether or not the Landlord is reasonably withholding such consent, due and proper regard shall be had to the provisions andeffect of the 1995 Act.12.Underletting12.1Underletting of the whole (A)The Tenant shall not underlet the whole of the Premises other than on condition that, if the Landlord shall reasonably so require, theTenant obtains a reasonably acceptable guarantor for any proposed undertenant, and such guarantor shall execute and deliver to theLandlord a deed containing covenants by that guarantor (or, if more than one, jOint and several covenants) with the Landlord, as aprimary obligation, in the terms contained in schedule 5 (with any necessary changes) or in such other terms as the Landlord mayreasonably require. (B)Any underletting of the whole shall incorporate an agreement effectually excluding sections 24 to 28 of the 1954 Act (as amended).12.2Underletting of partThe Tenant shall not underlet any part of the Premises.12.3Underletting rentThe Tenant shall not underlet the Premises: (A)at a fine or premium or at a rent less than the open market rent for the space being underlet; or, (B)on terms whereby any rent free or concessionary rent period or financial inducement, given or received, is materially different fromthat which is customary at the time in the open market (except in respect of an underlease for 24 months or less containing nooptions to renew or extend for any party).12.4Direct covenants from undertenantPrior to the grant of any permitted underlease, the Tenant shall procure that the undertenant enters into the following direct covenants withthe Landlord (and the Superior Landlord): (A)an unqualified covenant by the undertenant not to assign or charge any part (as distinct from the whole) of the premises to beunderlet; (B)an unqualified covenant by the undertenant not to part with possession or share the occupation of the whole or any part of thepremises to be underlet or permit any person to occupy them, save on the same basis that the Tenant is entitled to deal with thePremises, mutatis mutandis; (C)a covenant by the undertenant not to assign or underlet the whole without the prior written consents of the Landlord and of theSuperior Landlord, such consent in the case of the Landlord not to be unreasonably withheld or delayed; (D)a covenant by the undertenant not to underlet any part of the Premises; Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)29L_LIVE_EMEA1:34971988v5 (E)a covenant by the undertenant to perform and observe all the tenant's covenants contained in the permitted underlease; and (F)an unqualified covenant by the undertenant not to charge the premises to be underlet, save at arm's length to a bona fide bank orother substantial institution.12.5Contents of underleaseEvery permitted underlease shall contain the following provisions: (A)save in relation to an underlease which is for a term of 5 years or less and which is granted for a term commencing less than two (2)years before a Review Date, provisions for the review of the rent payable under it, on an upwards-only and at least five yearly basiscorresponding with the rent review provisions in this Lease; (B)a covenant by the undertenant (which the Tenant covenants to use all reasonable endeavours to enforce) prohibiting the undertenantfrom doing or suffering any act or thing on, or in relation to, the premises underlet in breach of this Lease; (C)a condition for re-entry on breach of any covenant by the undertenant; (D)a covenant by the undertenant prohibiting the undertenant from assigning or underletting the whole of the premises demised by theunderlease without the prior written consents (such consents not to be unreasonably withheld) of the Tenant and the Landlord underthis Lease and the Superior Landlord; (E)a provision to the effect that, for the purposes of section 19(1A) of the 1927 Act and section 16 of the 1995 Act, any consents to anassignment of the underlease shall be subject to a condition that the undertenant under the underlease shall, if reasonably required bythe Landlord, prior to such assignment being completed, execute and deliver to the Tenant, and, except in relation to a lease for aterm of five years or less and subject to clause 12.5(D), to the Landlord under this Lease and to the Superior Landlord, a deed, whichshall be prepared by the Tenant's solicitors, containing covenants on the part of the then undertenant with the Tenant, and, ifapplicable, separately with the Landlord and separately with the Superior Landlord, in the case of the deeds to be entered into with theTenant and the Landlord in the form set out in schedule 5 (with any necessary changes); and (F)except in relation to a lease which is for a term of 5 years or less and subject to clause 12.5(D), the same, or at the Tenant's optiongreater, restrictions as to assignment, underletting and parting with, or sharing the possession or occupation of, the premisesunderlet, and the same provisions for direct covenants and registration, as are in this Lease (with any necessary changes) providedthat no more than two further derivative underlettings of whole are permitted (beyond this Lease).12.6Tenant to obtain Landlord's consentWithout prejudice to the other provisions of this clause, the Tenant shall not underlet the Premises without the prior written consents of theLandlord and of the Superior Landlord, such consents not to be unreasonably withheld or delayed.12.7Tenant to enforce obligationsThe Tenant shall enforce the performance and observance of the covenants by the undertenant contained in any permitted underlease, andshall not, at any time, either expressly or by implication, knowingly waive any breach of them.12.8Review of underlease rentThe Tenant shall procure that the rent under any permitted underlease is reviewed in accordance with its terms. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)30L_LIVE_EMEA1:34971988v5 12.9No variation ofterrnsThe Tenant shall not vary the terms of any permitted underlease, without the prior written consents of the Landlord and of the SuperiorLandlord, such consent in the case of the Landlord not to be unreasonably withheld or delayed.12.10No reduction in rentThe Tenant shall procure that the rent payable under any permitted underlease is not commuted or made payable more than one quarter inadvance, and shall not permit any reduction of that rent without the Landlord's consent, such consent not to be unreasonably withheld ordelayed.12.11Covenants by assignee and assignor of underleasePrior to the assignment of any permitted underlease, the Tenant shall procure that there are delivered: (A)to the Landlord and to the Superior Landlord, a deed or deeds containing covenants by the assignee with the Landlord and theSuperior Landlord, in such form as the Landlord may reasonably require, to perform and observe all the tenant's covenants in, andconditions of, the underlease during the residue of the term of the underlease; and, (B)to the Landlord and to the Superior Landlord, and separately to the Tenant, a deed containing covenants by the assignor, in the caseof the deeds to be entered into with the Landlord and the Tenant in the form of the deed set out in schedule 5, if the Landlord'sconsent to such assignment is subject to a condition that the undertenant shall enter into such a deed as contemplated by clause12.5(E).13.Mortgaging and charging13.1Mortgaging and chargingThe Tenant shall not mortgage or charge, in any way, part only of the Premises, and shall not otherwise mortgage or charge the whole of thePremises, save at arm's length to a bona fide bank or other substantial financial institution.14.General provisions and registration of dispositions14.1Any guarantee and indemnity to be given to the Superior Landlord shall be in such form as the Superior Landlord shall properly andreasonably require under the Superior Lease.14.2The Landlord shall prepare all documents containing covenants to be given to it.14.3Within fifteen (15) Working Days after every assignment, transfer, assent, underlease, assignment of underlease, mortgage, charge,commencement of sharing possession or any other disposition, whether mediate or immediate, of or relating to the Premises or any part,the Tenant shall give written notice thereof to the Landlord and provide the Landlord or its solicitors with two copies (certified as true) of thedeed, instrument or other document evidencing or effecting such disposition and, on each occasion, shall pay to the Landlord or itssolicitors a fee of twenty-five pounds (£25.00) together with VAT thereon, or such larger sum as may be reasonable, together with any fee orfees payable by the Landlord and the Superior Landlord.14.4From time to time, within 15 Working Days of written demand, during the Term, but not more than twice in anyone year, the Tenant shallfurnish the Landlord with full particulars of all derivative interests of or in the Premises, however remote or inferior, including particulars ofthe rents payable in respect of such derivative interests, and such further particulars as the Landlord may reasonably require. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)31L_LIVE_EMEA1:34971988v5 15.Legislation15.1PlanningThe Tenant shall comply with the Planning Acts in so far as they relate to the Premises and the use of the Common Parts and shall not: (A)make any application for planning permission or any application for a determination that planning permission is not required for anyAlterations or any change of the Authorised Use without the prior written consent of the Landlord. Consent shall not be unreasonablywithheld or delayed if the application relates to a matter for which the Landlord cannot unreasonably withhold or delay its consentunder this Lease; and (B)carry out any Alterations or change the Authorised Use until all necessary planning permissions have been obtained and approved inwriting by the Landlord. Subject to clause 15.2, the Landlord shall not unreasonably withhold or delay its approval where it has givenconsent to the application for planning permission being made.15.2Approval of permissionsThe Landlord shall be entitled to: (A)impose reasonable conditions to the giving of its approval; and (B)withhold its approval to any planning permission if any condition contained in or omitted from it or its duration would, in the reasonableopinion of the Landlord, have or be likely to have an adverse effect on the value of the Landlord's interest in the Building or anyAdjOining Property at any time during or after the end of the Term.15.3StatutesThe Tenant shall comply with every Statute which affects the Premises and the Common Parts or their use and occupation and shall carryout and maintain at its own cost and expense all works and arrangements required under any Statute in so far as the same imposeobligations on the Tenant and its use of the Premises.15.4COM RegulationsThe Tenant shall comply in all respects with the CDM Regulations in so far as they relate to the Premises and, without limitation, shall at itsown cost and expense: (A)(where applicable) notify the Health and Safety Executive of any Alterations; and (B)maintain and update the Health and Safety File as necessary and provide copies of it to the Landlord and any person entitled toinspect it on request by those persons; and (C)where there is more than one client in relation to a project, make a written election to be treated as the only client for the purposes ofthe CDM Regulations and provide the Landlord with a copy of the election, (and, where the Landlord is a client, the Landlord herebyconsents to such election).15.5Statutory noticesThe Tenant shall give to the Landlord a copy of every notice, order, direction, licence, consent or pennission relating to the Premises madeor given under any Statute within seven days of its receipt, or sooner in cases of emergency. If required by the Landlord, the Tenant shall atits own cost and expense make or join the Landlord in making such objections, applications or representations against or in respect of themas the Landlord shall reasonably require. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)32L_LIVE_EMEA1:34971988v5 16.Third party rights16.1Loss of existing rights benefiting the PremisesThe Tenant shall not stop up, darken or obstruct any window or other opening belonging to the Premises or do any other act or thing whichmay lead to any rights benefiting the Premises or the Building being lost.16.2Creation of new rights over the PremisesThe Tenant shall not knowingly pennit or allow any encroachment to be made which may lead to rights being acquired by any person overthe Premises or the Building.16.3NotificationThe Tenant shall notify the Landlord of any of the matters referred to in this clause 16 as soon as reasonably practicable as the same cometo the notice of the Tenant and shall at the parties' joint cost and expense take such action as the Landlord reasonably requires to preventany rights being acquired over the Premises or the Building or any rights benefiting the Premises or the Building being lost.17.Title matters17.1Covenants restricting useThe Tenant shall not enter into any covenant in favour of any person other than the Landlord relating to the Premises or require anyassignee or undertenant to give covenants which would restrict the use of the Premises to a greater extent than the restrictions on usecontained in this Lease.17.2Existing title mattersThe Tenant shall by way of indemnity only comply with the conditions, covenants, restrictions and other matters contained or referred to inthe deeds and documents specified in schedule 6 to the Superior Lease in so far as the same relate to the Premises.18.End of the Term18.1Return of the PremisesAt the end of the Term, the Tenant shall retum the Premises to the Landlord: (A)with vacant possession, except to the extent that any permitted undertenant of the whole or any part of the Premises has the right tothe statutory continuation of their underlease under the 1954 Act; and (B)repaired, cleaned and maintained in accordance with the Tenant's Covenants.18.2Reinstatement at the end of the TermSubject to clause 18.3, at the end of the Term the Tenant shall: (A)remove any buildings or other works in respect of which any planning permission, bye-law or other consent may have been grantedfor a limited period only; and (B)remove any moulding, sign or painting of the name or business of the Tenant or any undertenant or other occupiers of the Premisesand all tenant's fixtures and chattels; and Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)33L_LIVE_EMEA1:34971988v5 (C)remove any Hazardous Material unless it was present at the time the Tenant first took possession of the Premises; and (D)reinstate all Alterations made to the Premises and restore the Premises to the state and condition in which the Tenant first tookpossession of them as evidenced by the Schedule of Condition.The Tenant shall carry out all works in a good and workmanlike manner and in accordance with Statute and the Tenant shall make good alldamage caused to the • Premises and any Common Parts in the exercise of these obligations. For the avoidance of doubt the Tenant shallnot be required to reinstate the Premises in any better state of repair and condition than as evidenced by the Schedule of Condition. 18.3Waiver of reinstatementClause 18.2 shall not apply to the extent that the Landlord notifies the Tenant in writing at any time before the last three months of the Termthat it does not require any works of reinstatement specified in that notice to be carried out. If the Landlord serves notice under this clause18.3, the Tenant shall not carry out the works specified in that notice.18.4Removal of Tenant's effectsThe Tenant irrevocably appOints the Landlord as its agent to store and dispose of any tenant's fixtures and chattels left by the Tenant onthe Premises for more than one month after the end of the Term. The Landlord shall be entitled to dispose of these items on such terms asit sees fit without being liable to the Tenant except to account for the net proceeds of sale after deducting any costs of storage and anyother expenses reasonably incurred by the Landlord.18.5Exclusion of compensationSubject to the 1954 Act, the Tenant shall not be entitled to any compensation under any Statute or otherwise at the end of the Term.18.6Land Registry forms (A)Obligation to register Lease at Land RegistryIf the Lease is or should be registered at HM Land Registry under the Land Registration Act 2002 the Tenant will: (1)procure that the Tenant is registered at HM Land Registry as proprietor of the Lease as soon as reasonably possible; and (2)procure that all rights granted or reserved by the Lease are properly noted against the affected titles; and (3)deliver to the Landlord, within one month of registration, official copies of the registered title evidencing that the Tenant is theregistered proprietor of the Lease.PART 6: LANDLORD'S COVENANTS19.Landlord's obligations19.1Quiet enjoymentSubject to clause 19.2 the Tenant shall be entitled quietly to enjoy the Premises throughout the Term without any interruption by theLandlord or by any person lawfully claiming under or in trust for the Landlord.19.2No derogation from grantThe exercise by the Landlord or any other person of any right reserved in this Lease shall not be in derogation of the Landlord's grant nor bea breach of the Landlord's obligation in clause 19.1. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)34L_LIVE_EMEA1:34971988v5 19.3Exclusion of liabilityThe Landlord shall not be liable to the Tenant or to any persons deriving title under the Tenant or its or their respective licensees, agents oremployees in respect of any loss or damage caused by or arising from: (A)any Insurance Event where the Landlord complies with its obligations under clause 5; or (B)any act or omission of the Superior Landlord; or (C)any act or omission of any other tenant of the Landlord or any person deriving title under such a tenant or any licensee where theLandlord has taken all reasonably available steps to enforce the covenants of any such lease or licence; or (D)any failure, interruption or delay in the performance of the Landlord's Covenants from any cause or circumstance beyond the controlof the Landlord including, without limitation, mechanical breakdown, failure, malfunction, shortages of fuel or materials or labourdisputes; or (E)any failure, interruption or delay in the supply of any of the Services from any necessary maintenance, servicing, repair orreplacement of the Conduits, any Services Systems or any other plant, equipment or machinery used in the provision of theServices.PART 7: SUPERIOR LEASE20.Superior Lease20.1Tenant's obligationsThe Tenant shall comply with the obligations contained in the Superior Lease which the tenant of the Superior Lease covenants to complywith insofar as they are applicable to the Premises, except for: (A)the obligation on the tenant of the Superior Lease to pay the rents reserved by it or any other sums payable under the Superior Leasenot reserved as rent; and (8)the obligation on the tenant to comply with the Shareholders Deed pursuant to clause 46 of the Superior Lease; and (C)the obligation to comply with the words "corresponding with the rent review provisions in this Lease" at the end of clause 21.6.1 of theSuperior Lease which shall be deemed substituted for the words "in no more than five yearly intervals".20.2Landlord's obligationsThe Landlord shall: (A)pay the rents reserved by the Superior Lease; and (B)comply with the obligations on the part of the tenant of the Superior Lease which are not the responsibility of the Tenant under thisLease; and (C)at the request and (only in so far as such request relates to the Premises demised by this Lease) cost of the Tenant and otherwise atthe joint cost of the parties such cost to be apportioned fairly and reasonably, use all reasonable endeavours to procure that theSuperior Landlord complies with the obligations on the part of the landlord contained in the Superior Lease. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)35L_LIVE_EMEA1:34971988v5 20.3ConsentsWithout prejudice to the terms of this Lease, where the consent or approval of the Landlord is required to any act or thing: (A)it shall be a condition precedent to the grant of that consent or approval that, if required under the Superior Lease, the consent orapproval of Superior Landlord is obtained; and (B)where the Landlord is under an obligation not unreasonably to withhold or delay its consent or approval, the Landlord shall at the costof the Tenant (provided such costs are proper and reasonable costs) apply for and use all reasonable endeavours to obtain theconsent or approval of the Superior Landlord where this is required under the Superior Lease; and (C)references to the consent or approval of the Superior Landlord shall include the consent or approval of any person from whom theSuperior Landlord is under an obligation to obtain consent or approval.PART 8: GUARANTOR'S OBLIGATIONS21.Tenant's Guarantor21.1The Tenant's Guarantor covenants with the Landlord that the Tenant will comply with the Tenant's Covenants until the Tenant is releasedfrom them under the terms of the 1995 Act. This obligation is a guarantee and indemnity for the purposes of schedule 4 and incorporates itsprovisions.PART 9: GENERAL PROVISIONS22.Contractual rights of third parties22.1No person who is not a party to this Lease shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term ofthis Lease.23.Third party disputes23.1Notification by the TenantThe Tenant shall promptly give notice to the Landlord of any dispute arising between it and any other tenants or occupiers of the remainderof the Building or the owners or occupiers of any Adjoining Property which relates to any right or privilege, any party wall or to the use andenjoyment of the Common Parts.23.2Determination by the LandlordUnless the Landlord is a party to the dispute, the resolution of any dispute notified under clause 23.1 shall, at the request of the Landlord, becarried out on behalf of the Tenant by the Landlord, but at the Tenant's cost and expense.24.Assignment of Reversion24.1The Tenant agrees not unreasonably to withhold or delay its consent to any release requested by the Landlord under s.6 or s.7 of the 1995Act. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)36L_LIVE_EMEA1:34971988v5 25.Notices25.1Any notice served under or in respect of this Lease may be served by posting it in a prepaid envelope and shall be deemed to have beenserved on the first working day after which it was posted and evidence showing that the envelope containing the notice was properlyaddressed, stamped and posted shall be sufficient proof of service. Notices shall be served: (A)on the Landlord or any guarantor of the Tenant at its registered office or last known address; and (B)on the Tenant at its registered office.26.Law and jurisdiction26.1English lawThis Lease shall be governed by and construed in accordance with English law.26.2JurisdictionThe parties to this Lease: (A)irrevocably agree that, subject to clause 26.2(8), the English courts shall have exclusive jurisdiction in relation to any legal action orproceedings arising out of or in connection with this Lease (“Proceedings”) and waive any objection to Proceedings in such courts onthe grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum; and (B)agree that the Landlord shall be entitled to take Proceedings in any other court or courts having jurisdiction.27.Address for serviceAny Proceedings shall be validly served on the Tenant's Guarantor if sent to 6th Floor, CityPoint, One Ropemaker Street, London EC2Y9AW or to any other address for service in England or Wales as it may notify in writing to the Landlord at any time.28.Execution and delivery28.1The parties have executed this Lease as a deed but have not delivered it until the date of this Lease. For the purposes of s.2 Law ofProperty (Miscellaneous Provisions) Act 1989, any person who witnesses the execution of this Lease as a deed shall be taken to havesigned it on behalf of the party executing it if that party is not an individual. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)37L_LIVE_EMEA1:34971988v5 SCHEDULE 1 : THE PREMISESPART 1 : DEFINITION OF THE PREMISES1.Identification of the Premises1.1The Premises are shown for identification edged red on Plan A.2.Areas included in the Premises2.1The Premises include: (A)the internal plaster surfaces and finishes of any structural or load-bearing walls, and columns in, or which enclose them, but not anyother part of such walls and columns; (B)the entirety of any non-structural or non-load bearing walls and columns in them; (C)the inner half (severed medially) of any internal, non-load bearing walls which divide them from any other part of the Building; (D)the floor finishes of them and all carpets and the floor voids beneath them, but the lower limit of the Premises shall not extend toanything below the upper surface of the floor screed; (E)the ceiling finishes of them, including suspended ceilings and the voids above them and light fittings, but the upper limit of thePremises shall not extend to anything above the lower surface of the ceiling screed; (F)all internal window frames and window furniture and all glass in interior doors, windows partitions and the like, but not including anyexterior cladding or the glass in any exterior windows or windows looking onto any galleria or atrium; (G)all sanitary and hot and cold water apparatus and equipment and any radiators in them, and all fire fighting equipment provided by theLandlord and hoses in them; (H)all Conduits in them and exclusively serving the same, except those of any utility company; (I)all landlord's fixtures, fittings, plant, machinery, apparatus and equipment at any time in or on them and exclusively serving the same; (J)any additions, alterations and improvements; (K)all doors, door furniture and door framesbut excluding all Common Parts.3.Areas excluded from the Premises3.1The Premises exclude: (A)all structural or loadbearing walls and columns and the structural slabs of any roofs, ceilings and floors; and (B)all Conduits within the Premises which do not exclusively serve them; and (C)the Services Systems within the Premises; (D)all tenant's fixtures and chattels. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)38L_LIVE_EMEA1:34971988v5 PART 2 : THE SERVICES SYSTEMSThe Services Systems include, without limitation:1.All heating, cooling, air conditioning and ventilation units (but excluding fan coils, pipework, valves and other equipment located in theceiling void).2.Boilers and storage tanks.3.Sprinkler systems, fire alarm systems and fire prevention equipment serving the Building as a whole and excluding any equipment orpipework in the ceiling void.4.Emergency generators.5.All control systems for any of the Services Systems located outside of the ceiling void. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)39L_LIVE_EMEA1:34971988v5 SCHEDULE 2 : RIGHTS GRANTEDSubject to the proviso at the end of this schedule 2, the following rights and easements are granted (but only insofar as the Landlord is ableto do so under the terms of the Superior Lease) and are exercisable 24 hours every day of the year the right for the Tenant and all personsexpressly or by implication authorised by the Tenant (in common with the Landlord and all persons having a similar right):1.to use the Common Parts reasonably designated for use by the Tenant for all proper purposes in connection with the use and enjoyment ofthe Premises;2.to use the passenger lifts and good lifts and fireman lifts as shall serve the Premises and the lift lobby shown shaded green on Plan A forthe purpose only of obtaining access to and egress from the Premises;3.to use the entrance halls adjoining core 1 and 2 shown cross hatched green on Plan B in common with all those permitted pursuant to theSuperior Lease for the purpose of accessing the passenger lifts serving the Premises;4.the right for the Tenant and all persons expressly or by implication authorised by the Tenant to exclusively use the lavatories shown shadedyellow on the Plan A;5.to use the lobby area shown shaded green on Plan C for accessing the goods lift within core 2;6.the right to the passage of any of the Utilities to and from the Premises through any relevant Conduits which are now, or may be, in, under,or over any other part of the Building, in each case so far as any of the same are necessary for the reasonable use and enjoyment of thePremises;7.the right of support and protection from all other parts of the Building as is now enjoyed by the Premises;8.the right, in emergencies or during fire drills, to enter and use other parts of the Building designated by the Landlord as a means of escape;9.the right to have the Tenant's name displayed in the Landlord's house style on the directory board in the entrance halls referred to inparagraph 3 above;10.the right to use that part of the Building so reasonably designated by the Landlord for the deposit of all rubbish and refuse in properreceptacles for collection by or on behalf of the local authority;11.the right to use, at nil cost, any cycle racks and motor cycle spaces in the Building on a first come first served basisPROVIDED THAT the Superior Landlord or the Landlord may temporarily interrupt the use and exercise of these rights where either of them givesreasonable prior notice in writing to the Tenant (except in case of emergency, when no notice need be given) for repairs, maintenance, cleaning,alterations or replacements and the carrying out of any other obligations of the Superior Landlord or the Landlord, consistent with those in thisLease, and provided that such interruption is for as little a period as is reasonably practicable, and, wherever reasonably practicable, the Tenant isafforded alternative rights, being no less commodious. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)40L_LIVE_EMEA1:34971988v5 SCHEDULE 3 : RIGHTS RESERVEDThere are excepted and reserved to the Landlord and the Superior Landlord and all other persons authorised by either of them or havingsimilar rights and subject to the person exercising such rights complying with the proviso at the end of this schedule where relevant:1.the right to the passage connection and running of the Utilities through any relevant Conduits which are now, or may at any time be, in,under, or over the Premises;2.the right after reasonable notice (but not less than seven (7) Working Days' prior written notice save in emergency, where such prior noticeas can be given shall be given) to enter the Premises in order to: (A)inspect, clean, maintain, repair, connect, remove, lay, renew, relay, replace, alter or execute any works whatsoever reasonablyrequired to, or in connection with, any of the Conduits or any other services; (B)execute repairs, decorations, alterations or any other works, and to make installations to, the Premises or the Building; or (C)do anything which the Landlord may properly do under this Lease;3.the right to maintain connections or (if necessary) to connect (a) appropriate Conduits to any communication equipment provided for the useof the tenants of all Lettable Areas by the Landlord or by the Superior Landlord which are now or may be at any time in under or over thePremises (b) to any sprinkler or other fire fighting system which is now or may at any time be in under or over the Premises serving thePremises in common with other Lettable Areas (c) to any fire alarm system within the Premises (d) to any soil or vent pipe or anyassociated drains and sewers which are now or may be in under or over the Premises and provided by the Landlord or by the SuperiorLandlord for use by occupiers of the Lettable Areas;4.the right to affix or display on any exterior part of the Building any plate or sign and to erect any pipe, wire, aerial, mast or other apparatuswhatsoever in or upon the Building or any part thereof, and to place on the frontage of the Building name plates or fascia;5.the right to erect scaffolding for the purpose of repairing or cleaning the Building or any building now, or after the date of this Lease, erectedon any Adjoining Property, or in connection with the exercise of any of the rights mentioned in this schedule provided that such scaffoldingor hoists do not materially (and in any event temporarily) restrict the access to, or enjoyment or use of, the Premises;6.any rights of light, air, support, protection and shelter or other easements and rights now, or after the date of this Lease, belonging to, orenjoyed by, other parts of the Building or any Adjoining Property;7.full right and liberty at any time after the date of this Lease to raise the height of, or make any alterations or additions or execute any otherworks to, the Building or any buildings on any Adjoining Property, or to erect any new buildings of any height on any Adjoining Property insuch manner as the Landlord or the Superior Landlord or the person exercising the right shall think fit and even though they may obstruct,affect or interfere with the amenity of, or access to, the Premises or the passage of light and air to the Premises, but not so that theTenant's ability to use and occupy and enjoy them is materially adversely affected for the purpose permitted by this Lease;8.the right, in emergencies or during fire drills, to enter the Premises and use any designated escape routePROVIDED THAT on the exercise of any rights of entry on to the Premises, the person entering shall give reasonable prior written notice tothe Tenant that the right is to be exercised and shall only exercise it at reasonable times unless the rights need to be exercised in anemergency and so far as practicable shall comply with any reasonable requirement of the Tenant in respect of security and in respect of theconfidentiality of the Tenant's business affairs and matters, cause as little damage and inconvenience as reasonably practicable in theexercise of the rights and make good any damage caused to the Premises or to any chattels therein or to any of the Tenant's fixtures plantand equipment in the exercise of those rights to the reasonable satisfaction of the Tenant. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)41L_LIVE_EMEA1:34971988v5 SCHEDULE 4 : USE RESTRICTIONS1.Dangerous materials and use of machinery1.1The Tenant shall not: (A)bring into the Building or keep in the Premises any article or thing which is or may become especially combustible or dangerous orexplosive or inflammable or offensive or radio-active, or which might materially increase the risk of fire or explosion, other than usualoffice supplies and equipment and reasonable quantities of oil or other fuel required for the operation of any boiler, plant, machineryand equipment which shall be stored in accordance with the requirements of any statute affecting the Premises and of any insurer ofthem; (B)keep or operate in the Premises any machinery which is unduly noisy or causes undue vibration, or which is likely to annoy or disturbany other tenant or occupier of the Building.2.Overloading floors and services2.1The Tenant shall not: (A)overload the floors of the Premises or the Building, nor suspend any excessive weight from any ceiling, roof, stanchion, structure orwall of the Building, nor overload any Utility in or serving it; (B)do anything which may subject the Premises or the Building to any strain beyond that which they are designed to bear (with duemargin for safety); (C)exceed the weight limits prescribed for any lift in the Building.3.Discharges into ConduitsThe Tenant shall not discharge into any Conduit any oil or grease or any noxious or deleterious effluent or any substance which is likely tocause an obstruction or might be or become a source of danger, or which might damage any Conduit or the drainage system of the Building.4.Disposal of refuseThe Tenant shall not deposit in the Common Parts any refuse, rubbish or trade empties of any kind other than in proper receptacles and asmay be reasonably designated by the Landlord or the Superior Landlord, and shall not bum any refuse or rubbish on the Premises.5.Obstruction of Common PartsThe Tenant shall not do anything as a result of which the Common Parts or other area over which the Tenant may have rights of access oruse may be damaged, or their fair use by others may be obstructed in any way and shall not park any vehicle on any road or open areaforming part of the Building, otherwise than in the spaces properly designated by the Landlord.6.Prohibited usesThe Tenant shall not use the Premises for any public or political meeting, or for any dangerous, noisy, noxious or offensive business,occupation or trade; or for any illegal or immoral purpose; or for residential purposes; or for betting, gambling, gaming or wagering; or as abetting office; or for the sale of any beer, wines or spirits to the general public; or for any auction. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)42L_LIVE_EMEA1:34971988v5 7.Nuisance7.1The Tenant shall not: (A)do anything in the Premises or the Building which may be or become an actionable nuisance, or which may cause annoyance ordamage, disturbance or inconvenience to, the Landlord or the Superior Landlord or any other tenant or occupier in the Building, orwhich may be injurious to the amenity, character, tone or value of the Building; (B)play any musical instrument, or use any loudspeaker, radio, tape recorder, record or compact disc player or similar apparatus in sucha manner as to be audible outside the Premises; (C)place outside the Premises or in the Common Parts or expose from any window of the Premises any articles, goods or things of anykind.8.General8.1The Tenant shall not: (A)allow any animals (other than guide dogs) in the Building; or (B)erect, exhibit or hang any signs, advertisements, placards, flags, posters or, aerials, flags, poles, masts or satellite dishes or anyother thing whatsoever on the exterior of the Premises or any other parts of the Building unless permitted to do so under clause 3.1. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)43L_LIVE_EMEA1:34971988v5 SCHEDULE 5: GUARANTEE PROVISIONS1.Defined terms1.1In this schedule 4, unless the contrary intention appears:"Event of Default" means: (A)the disclaimer of this Lease by a trustee in bankruptcy or liquidator of the Tenant or by the Crown; or (B)if the Tenant is a company, the Tenant is dissolved, struck off the register of companies or otherwise ceases to exist; or (C)the ending of this Lease pursuant to clause 2.2."Guarantee" means any guarantee and indemnity given to the Landlord in accordance with the terms of this Lease by: (A)the Tenant's Guarantor under clause 21.1; or (B)the Tenant in accordance with clause 11.6(A); or (C)any guarantor or guarantors of an assignee of this Lease in accordance with clause 11.5(C); or (D)any guarantor of the Tenant in accordance with clause 11.6(B); or (E)any guarantor or guarantors of an undertenant in accordance with clause 12.1(A);or (F)any undertenant on an assignment of their underlease in accordance with clause 12.5(E); or (G)any other person in accordance with the terms of this Lease."Guarantor" means the party giving the Guarantee."New Lease" means a lease of the Premises: (A)for a term of years commencing on the date of the Event of Default and expiring on the date upon which the Contractual Term wouldhave expired; and (B)reserving a yearly rent equal to the yearly rent reserved under this Lease at the date of the Event of Default; and (C)containing redecoration dates which occur on the dates upon which the Premises were to be redecorated under this Lease; and (D)otherwise containing the same terms and conditions as this Lease. "Obligations" means the obligations guaranteed by the Guarantorunder its Guarantee. "Principal" means the party who has responsibility for complying with the Obligations but excludes theGuarantor.2.Effect of the Guarantee2.1Guarantee and indemnityThe Guarantor covenants with the Landlord as primary obligor, and not merely as guarantor, that the Obligations will be complied with andalso as a separate obligation to indemnify the Landlord against any breach of them subject to the Landlord using reasonable endeavours tomitigate its losses. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)44L_LIVE_EMEA1:34971988v5 2.2ClaimsThe Guarantor acknowledges to the Landlord that the Landlord may make any claim against the Guarantor without first making demand ofthe Principal or exercising any other rights or enforcing any other security or guarantee which it may have in respect of the Obligations.2.3Continuing guaranteeThe Guarantor acknowledges to the Landlord that the Guarantee is a continuing guarantee and shall not be released or varied by: (A)any Event of Default; or (B)the surrender of any part of the Premises; or (C)the variation of this Lease (subject always to s.18 of the 1995 Act); or (D)any concession, time, indulgence given by the Landlord to the Principal or any coguarantor; or (E)any other act or thing which would, but for this paragraph 2.3, release or vary the Guarantee.3.Postponement of rights3.1Priority of claimsThe Guarantor covenants with the Landlord that, unless and until all the Obligations have been complied with or otherwise discharged: (A)the Guarantor shall not claim any rights of subrogation against the Principal, prove or claim in competition to the Landlord in anyliquidation, bankruptcy, arrangement, scheme of arrangement, composition with creditors, receivership or administration of orconcerning the Principal, or take any guarantee, indemnity or other security or other right from the Principal in respect of all or any ofthe liabilities of the Guarantor under this Lease; and (B)any moneys which the Guarantor receives from any procedure or action of any of the kinds referred to in paragraph 3.1(A) shall bepaid to the Landlord, and every guarantee, indemnity or other security or other right referred to in paragraph 3.1(A) shall be held ontrust for the benefit of the Landlord.3.2Discharge conditionalThe Guarantor acknowledges to the Landlord that, if any payment made by the Principal, Guarantor or any co-guarantor is ordered to berefunded under any law relating to bankruptcy, liquidation or insolvency, the Landlord may claim from the Guarantor as if such payment hadnot been made and any release, discharge or settlement between the Guarantor and the Landlord shall take effect subject to this condition.3.3Set-off, counterclaim and other deductionsThe Guarantor covenants with the Landlord that the Guarantor shall make any payments due from it under the Guarantee in full, without anydeduction or withholding by way of set off, counterclaim, taxation or otherwise, except only those required by law, in which case theGuarantor shall pay such increased amount as is necessary to ensure that the Landlord receives, after all such deductions andwithholdings, the full amount. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)45L_LIVE_EMEA1:34971988v5 4.Event of Default4.1Landlord's rightsThe Guarantor acknowledges to the Landlord that, at any time within the period of six months after the Landlord receives actual notice thatan Event of Default has occurred, the Landlord may serve written notice on the Guarantor requiring the Guarantor to accept the grant of aNew Lease as tenant. Where there is more than one Guarantor, the Landlord may serve the notice on any of them.4.2Guarantor's obligationsThe Guarantor covenants with the Landlord that if the Landlord requires the Guarantor to accept the grant of a New Lease, the Guarantorshall: (A)execute and deliver to any superior landlord a counterpart of any licence to underlet which may be required for the grant of the NewLease. The licence to underlet shall contain such covenants as may be properly required of the Guarantor as undertenant; and (B)if required by the Landlord, do all things required for the purposes of validly excluding the provisions of ss24 to 28 (inclusive) of the1954 Act (as amended by the Order) in relation to the New Lease; and (C)accept the grant of the New Lease and execute and deliver to the Landlord a counterpart of the New Lease; and (D)pay the proper costs and proper disbursements of the Landlord's solicitors and other professional advisers arising from the grant ofthe New Lease and the enforcement of the Guarantee together with any irrecoverable Value Added Tax incurred by the Landlord.4.3Effect of the grant of a New LeaseThe Guarantor acknowledges to the Landlord that the grant of a New Lease shall not prejudice any rights of the Landlord against theGuarantor or any co-guarantor in respect of any liability under the Guarantee or any other guarantee or security held by the Landlord inrespect of the Obligations in so far as that liability relates to any period prior to the date of the Event of Default.4.4No New LeaseThe Guarantor covenants with the Landlord that if an Event of Default occurs and for any reason the Landlord does not require the Guarantorto accept the grant of a New Lease under paragraph 4.1, the Guarantor shall: (A)pay to the Landlord on demand an amount equal to all sums which would have been payable under this Lease but for the Event ofDefault; and (B)as a separate indemnity, indemnify the Landlord against the failure of the Tenant to comply with the Tenant's Covenants;in each case for the period commencing on the date of the Event of Default and ending on the date six months after the Event of Default or,if earlier, the date upon which the Landlord re-lets the Premises. Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)46L_LIVE_EMEA1:34971988v5 SIGNED as a deed by ) SIMMONS & SIMMONS LLP ) acting by two members ) Member Member SIGNED as a deed by MIMECAST ) SERVICES LIMITED ) acting by one ) director and in the presence of: )\s\ Peter Bauer Director Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)47L_LIVE_EMEA1:34971988v5 SIGNED as a deed by MIMECAST ) LIMITED a copy incorporated in ) Jersey, by ) and ) being persons who, in accordance ) with the laws of that territory, are ) acting under the authority of the ) company acting by ) one director and signed in the presence of: ) \s\ Peter Bauer Authorised Signatory Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)48L_LIVE_EMEA1:34971988v5 APPENDIX 1: SCHEDULE OF CONDITION Real Estate/023459-00004/NDJ/ADAX ADAX(LDN7L28188)49L_LIVE_EMEA1:34971988v5 Simmons & Simmons We | Listen Create Deliver Simmons & Simmons Contents 1.0 Preliminaries 3 2.0 Schedule of Condition 5 2We | Listen Create Deliver Simmons & Simmons 1.0 Preliminaries - Schedule of Condition1.1 Introduction1.1.1We have received instructions from Simmons & Simmons to prepare a Schedule of Condition of the premises known as Part 5th floor,City Point, London1.2 Generally1.2.1Weather conditions at the time of inspection were dry and warm1.2.2Our inspection was based on a visual examination only, without the aid of ladders and with no special facilities for access having beenprovided.1.2.3The inspection was limited as follows: •The schedule records the condition of the property at the time of inspection but does not state the cause of the defects or prescriberemedies, as this is beyond the scope of a schedule of condition. •We have not carried out a structural survey or checked the design of the building in anyway whatsoever by calculation. •Covered, unexposed or inaccessible parts of the building structure have not been inspected and are therefore not included within theschedule. The inspection was limited to visible areas only, no opening up was undertaken. •No specialist inspections of the plumbing, heating, drainage and electrical installations have been arranged and we are thereforeunable to confirm they are free from defect and in working order.1.3 Orientation1.3.1Any directions given assume a viewpoint from Part 5th floor, City Point, London facing the premises with north, east, south and westreferred to accordingly. Please refer to demise plan for further information.1.3.2The terms left and right are used to describe the two sides of any specific element as viewed by an observer facing the element.1.4 Glossary of Terms1.4.1The description and expressive terms used in the schedule which describe the state of condition of the property are for the purposes ofthe report defined as follows: Expression Description Good In new condition with no soiling/wear or other defects Fair Subject to several years wear, slight signs of wear/soiling but still serviceable and functioningadequately Poor Subject to hard or long term wear with repair and/or renovation necessary LHS Left hand side RHS Right hand side NND No noticeable defects 3We | Listen Create Deliver Simmons & Simmons 1.5 Brief description of demise1.5.1The demise in question is formed of unoccupied office accommodation located to Part 5th floor, City Point, London. The demise is dog-legged in shape and positioned to the south-west of the building. The primary entrance to the space is located to the north-east of thedemise and further escape staircases are located to the south-east and south-west of the floor. WCs are also located to the south of thefloor but are not demised.1.5.2The ceiling is formed of modular perforated metal pan suspended ceiling tiles set within painted plasterboard margins. Lighting consistsof recessed units, and metal grilles serve the space of ventilation, heating and cooling. The core walls are formed of painted plaster withplastic skirtings, with door sets leading to the WCs and various riser cupboards, and the glazing consists of full height units withinaluminium frames. The raised access floor is formed of metal tiles, with grommets remaining in-situ throughout the demise.1.5.3For the ease of reporting, the demise has been split into north, south, and east zones. Please refer to the appendix for further details. 4We | Listen Create Deliver Simmons & Simmons 2.0Schedule of Condition 5We | Listen Create Deliver Simmons & Simmons 6We | Listen Create Deliver Simmons & Simmons 7We | Listen Create Deliver Simmons & Simmons 8We | Listen Create Deliver Simmons & Simmons 9We | Listen Create Deliver Simmons & Simmons 10We | Listen Create Deliver Simmons & Simmons 11We | Listen Create Deliver Simmons & Simmons 12We | Listen Create Deliver Simmons & Simmons 13We | Listen Create Deliver Simmons & Simmons 14We | Listen Create Deliver Simmons & Simmons 15We | Listen Create Deliver Simmons & Simmons 16We | Listen Create Deliver Simmons & Simmons 17We | Listen Create Deliver Simmons & Simmons 18We | Listen Create Deliver Simmons & Simmons 19We | Listen Create Deliver Simmons & Simmons 20We | Listen Create Deliver Simmons & Simmons 21We | Listen Create Deliver Simmons & Simmons 22We | Listen Create Deliver Simmons & Simmons 23We | Listen Create Deliver Simmons & Simmons 24We | Listen Create Deliver Simmons & Simmons 25We | Listen Create Deliver Simmons & Simmons 26We | Listen Create Deliver Simmons & Simmons 27We | Listen Create Deliver Simmons & Simmons 28We | Listen Create Deliver Simmons & Simmons 29We | Listen Create Deliver Simmons & Simmons 30We | Listen Create Deliver Simmons & Simmons 31We | Listen Create Deliver Simmons & Simmons 32We | Listen Create Deliver Simmons & Simmons 33We | Listen Create Deliver Simmons & Simmons 34We | Listen Create Deliver Simmons & Simmons 35We | Listen Create Deliver Simmons & Simmons 36We | Listen Create Deliver Simmons & Simmons 37We | Listen Create Deliver Simmons & Simmons 38We | Listen Create Deliver Simmons & Simmons 39We | Listen Create Deliver Simmons & Simmons 40We | Listen Create Deliver Simmons & Simmons 41We | Listen Create Deliver Simmons & Simmons 42We | Listen Create Deliver Simmons & Simmons 43We | Listen Create Deliver Simmons & Simmons 44We | Listen Create Deliver Simmons & Simmons 45We | Listen Create Deliver Simmons & Simmons 46We | Listen Create Deliver Simmons & Simmons 47We | Listen Create Deliver Simmons & Simmons 48We | Listen Create Deliver Simmons & Simmons 49We | Listen Create Deliver Simmons & Simmons 50We | Listen Create Deliver Simmons & Simmons 51We | Listen Create Deliver Simmons & Simmons 52We | Listen Create Deliver Simmons & Simmons 53We | Listen Create Deliver Simmons & Simmons 54We | Listen Create Deliver Simmons & Simmons 55We | Listen Create Deliver Simmons & Simmons 56We | Listen Create Deliver Simmons & Simmons 57We | Listen Create Deliver Simmons & Simmons 58We | Listen Create Deliver Simmons & Simmons 59We | Listen Create Deliver Simmons & Simmons 60We | Listen Create Deliver Simmons & Simmons 61We | Listen Create Deliver Simmons & Simmons 62We | Listen Create Deliver Simmons & Simmons 63We | Listen Create Deliver Simmons & Simmons 64We | Listen Create Deliver Simmons & Simmons 65We | Listen Create Deliver Simmons & Simmons 66We | Listen Create Deliver Simmons & Simmons Part 5th floor, City Point, LondonRef: CS/091600This schedule is prepared as an accurate record of the property as at 31st March 2017. SignedSigned NameJames StackName For and on behalf of :-Simmons & SimmonsFor and on behalf of :- Date31st March 2017Date 67We | Listen Create Deliver Simmons & Simmons Appendix A – Plan of demise We | Listen Create Deliver Exhibit 4.13 LEASE AGREEMENT BETWEENSP MILLENNIUM CENTER, L.P.,AS LANDLORD, ANDMIMECAST NORTH AMERICA, INC.,AS TENANTDATED JANUARY 4, 2013URBAN TOWERS222 WEST LAS COLINAS BOULEVARDIRVING, TEXAS BASIC LEASE INFORMATION Lease Date: January 4,2013 Landlord: SP MILLENNIUM CENTER, L.P., a Delaware limited partnership Tenant: MIMECAST NORTH AMERICA, INC., a Delaware corporation Premises: Suite No. 1950N, containing 2,954 rentable square feet, in the building commonly known as Urban Towers (the “Building”),and whose street address is 222 West Las Colinas Boulevard, Irving, Texas 75039. The Premises are outlined on the planattached to the Lease as Exhibit A. The land on which the Project is located (the “Land”) is described on Exhibit B. The term“Project” shall collectively refer to the Building, all other buildings and improvements in the multi-building office complexknown as Urban Towers of which the Building is a part, the Land and the driveways, parking facilities, and similarimprovements and easements associated with the foregoing or the operations thereof. Term: 65 full calendar months, plus any partial month from the Commencement Date to the end of the month in which theCommencement Date falls, starting on the Commencement Date and ending at 5:00 p.m. local time on the last day of the 65thfull calendar month following the Commencement Date, subject to adjustment and earlier termination as provided in theLease. Commencement Date: 30 days (such 30-day period is referred to herein as the “Beneficial Occupancy Period” and shall be subject to Section 26.1below) following the earliest of (a) the date on which Tenant occupies any portion of the Premises and begins conductingbusiness therein, (b) the date on which the Work (as defined in Exhibit D hereto) in the Premises is Substantially Completed (asdefined in Exhibit D hereto) (estimated to be on the Estimated Delivery Date, as defined in Section 3 of the Lease), or (c) thedate on which the Work in the Premises would have been Substantially Completed but for the occurrence of any Tenant DelayDays (as defined in Exhibit D hereto). Basic Rent: Subject to the abatement of Basic Rent provided below, Basic Rent shall be the following amounts for the following periods oftime: Lease MonthsAnnual Basic Rent Rate Per RentableSquare Foot in the PremisesMonthly Basic Rent 1-17$23.50$5,784.92 18-29$24.00$5,908.00 30-41$24.50$6,031.08 42-53$25.00$6,154.17 54-65$25.50$6,277.25 Basic Rent shall be abated during the first five months of the Term, e.g., if the Commencement Date is March 15, 2013, BasicRent shall be abated until August 14, 2013. Commencing with the first day after the end of the abatement period referred toabove, Tenant shall make Basic Rent payments for any remaining partial calendar month and on the first day of the first fullcalendar month thereafter shall make Basic Rent payments as otherwise provided in this Lease. Notwithstanding suchabatement of Basic Rent (a) all other sums due under this Lease, including Additional Rent and parking rent shall be payableas provided in this Lease, and (b) any increases in Basic Rent set forth in this Lease shall occur on the dates scheduled therefor. As used herein, the term “Lease Month” means each calendar month during the Term (and if the Commencement Date doesnot occur on the first day of a calendar month, the period from the Commencement Date to the first day of the next calendarmonth shall be included in the first Lease Month for purposes of determining the duration of the Term and the monthly BasicRent rate applicable for such partial month). Security Deposit: $12,062.17. i Additional Rent: Tenant’s Proportionate Share of Excess Operating Costs, Excess Taxes and Electrical Costs. Rent: Basic Rent, Additional Rent, and all other sums that Tenant may owe to Landlord or otherwise be required to pay under theLease. Permitted Use: General office use in compliance with Section 9 of the Lease. Tenant’s ProportionateShare: .35%, which is the percentage obtained by dividing (a) the number of rentable square feet in the Premises as stated above by(b) the 844,113 rentable square feet in the Project. Landlord and Tenant stipulate that the number of rentable square feet inthe Premises and in the Project set forth above is conclusive and shall be binding upon them. Base Year: The calendar year 2013. Tenant’s Address: Prior to Commencement Date:And for all NoticesMimecast North America, Inc.203 Crescent Street, Suite 303Waltham, MA 02453Attention: Corporate ControllerTelephone: 781.996.4284Facsimile: 617.660.0663 Following Commencement Date:Mimecast North America, Inc.222 West Las Colinas Boulevard, Suite 1950NIrving, Texas 75039Attention: [To be determined pursuant to Exhibit E hereto.]Telephone: [To be determined pursuant to Exhibit E hereto.]Facsimile: [To be determined pursuant to Exhibit E hereto.]With a copy to:Mimecast North America, Inc.203 Crescent Street, Suite 303Waltham, MA 02453Attention: Corporate ControllerTelephone: 781.996.4284Facsimile: 617.660.0663 ii Landlord’s Address: For all Notices: With a copy to: SP Millennium Center, L.P.c/o CBRE, Inc.222 West Las Colinas Boulevard, Suite 165Irving, TX 75039Attention: Property ManagerTelephone: 972.501.9009Facsimile: 972.501.9019 SP Millennium Center, L.P.CBRE Global Investors - Strategic Partners515 S. Flower Street, Suite 3100Los Angeles, CA 90071Attention: Darla SzallaTelephone: 213.683.4300Facsimile: 213.683.4336 If by check to:SP Millennium Center LPPO Box 846131Los Angeles, CA 90084-6131If by overnight mail to:Lockbox ServicesSP Millennium Center LP - Dept 61313440 Flair DriveEl Monte, CA 91731 If by wire transfer or ACH to:Wells Fargo Bank, N.A.San Francisco, CAABA #121000 248Acct# 4123524738Name: SP Millennium Center LP The foregoing Basic Lease Information is incorporated into and made a part of the Lease identified above. If any conflict exists between any Basic LeaseInformation and the Lease, then the Lease shall control.iii TABLE OF CONTENTS Page No. 1.DEFINITIONS AND BASIC PROVISIONS1 2.LEASE GRANT1 3.TENDER OF POSSESSION1 4.RENT1 4.1Payment1 4.2Additional Rent2 4.3Cap on Excess Operating Costs3 5.DELINQUENT PAYMENT; HANDLING CHARGES4 6.SECURITY DEPOSIT4 7.LANDLORD’S OBLIGATIONS4 7.1Services4 7.2Excess Utility Use5 7.3Restoration of Services; Abatement5 7.4Repair and Maintenance by Landlord5 8.IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE5 8.1Improvements; Alterations5 8.2Repair and Maintenance by Tenant6 8.3Performance of Work6 8.4Mechanic’s Liens6 9.USE7 10.ASSIGNMENT AND SUBLETTING7 10.1Transfers7 10.2Consent Standards7 10.3Request for Consent8 10.4Conditions to Consent8 10.5Attornment by Subtenants8 10.6Cancellation8 10.7Additional Compensation9 10.8Permitted Transfers9 11.INSURANCE; WAIVERS; SUBROGATION; INDEMNITY9 11.1Tenant’s Insurance9 11.2Landlord’s Insurance10 11.3No Subrogation; Waiver of Property Claims10 11.4Indemnity10 12.SUBORDINATION; ATTORNMENT; NOTICE TO LANDLORD’S MORTGAGEE11 12.1Subordination11 12.2Attornment11 12.3Notice to Landlord’s Mortgagee11 12.4Landlord’s Mortgagee’s Protection Provisions11 13.RULES AND REGULATIONS11 14.CONDEMNATION11 14.1Total Taking11 14.2Partial Taking - Tenant’s Rights11 14.3Partial Taking - Landlord’s Rights12 14.4Award12 15.FIRE OR OTHER CASUALTY12 15.1Repair Estimate12 15.2Tenant’s Rights12iv 15.3Landlord’s Rights12 15.4Repair Obligation12 15.5Abatement of Rent12 16.PERSONAL PROPERTY TAXES12 17.EVENTS OF DEFAULT13 17.1Payment Default13 17.2Abandonment13 17.3Estoppel; Subordination; Financial Reports13 17.4Insurance13 17.5Mechanic’s Liens13 17.6Other Defaults13 17.7Insolvency13 18.REMEDIES13 18.1Termination of Lease13 18.2Termination of Possession13 18.3Perform Acts on Behalf of Tenant14 18.4Suspension of Services14 18.5Alteration of Locks14 19.PAYMENT BY TENANT; NON-WAIVER; CUMULATIVE REMEDIES; MITIGATION OF DAMAGE14 19.1Payment by Tenant14 19.2No Waiver14 19.3Cumulative Remedies14 19.4Mitigation of Damage14 20.LANDLORD’S LIEN15 21.SURRENDER OF PREMISES15 22.HOLDING OVER16 23.CERTAIN RIGHTS RESERVED BY LANDLORD16 23.1Building Operations16 23.2Security16 23.3Prospective Purchasers and Lenders16 23.4Prospective Tenants16 24.SUBSTITUTION SPACE16 25.MISCELLANEOUS17 25.1Landlord Transfer17 25.2Landlord’s Liability17 25.3Force Majeure17 25.4Brokerage17 25.5Estoppel Certificates17 25.6Notices17 25.7Separability17 25.8Amendments; Binding Effect; No Electronic Records17 25.9Counterparts18 25.10Quiet Enjoyment18 25.11No Merger18 25.12No Offer18 25.13Entire Agreement; No Reliance18 25.14Waiver of Jury Trial18 25.15Governing Law18 25.16Recording18 25.17Water or Mold Notification18 25.18Joint and Several Liability18 25.19Financial Reports18 25.20Landlord’s Fees19 25.21Telecommunications19v 25.22Confidentiality19 25.23Authority19 25.24Hazardous Materials19 25.25List of Exhibits20 25.26Determination of Charges20 25.27Prohibited Persons and Transactions20 25.28Waiver of Consumer Rights20 26.OTHER PROVISIONS20 vi LIST OF DEFINED TERMS Page No. Additional Rent iiAffiliate 1Base Year iiBasic Lease Information 1Basic Rent iBeneficial Occupancy Period iBuilding iBuilding’s Structure 1Building’s Systems 1Casualty 12Collateral 15Commencement Date iConstruction Allowance D-3Controllable Operating Costs 4Damage Notice 12Default Rate 4Disabilities Acts 7Electrical Costs 3Estimated Delivery Date 1Event of Default 13Excess Amount D-2Excess Operating Costs 2Excess Taxes 3GAAP 9Hazardous Materials 19HVAC 4including 1Land iLandlord iLandlord’s Mortgagee 11Law 1Laws 1Lease 1Lease Date iLease Month iLoss 10Mortgage 11Move-Out Date 21Moving Costs D-3Non-Standard Alterations 15OFAC 20Operating Costs 2Parking Area G-1Permitted Transfer 9Permitted Transferee 9Permitted Use iiPremises 1Prevailing Rental Rate H-1Primary Lease 11Project iPunchlist Items E-1Reconciliation Statement 3Release 19Rent iiRepair Period 12Security Deposit ivii Substantial Completion D-2Substantially Completed D-2Substitute Tenant 14Taking 11Tangible Net Worth 9Taxes 3Telecommunications Services 19Temporary Space 20Temporary Space Term 20Tenant iTenant Delay Day D-2Tenant Party 1Tenant’s Off-Premises Equipment 1Tenant’s Proportionate Share 1Term iTest-Fit Allowance D-3Total Construction Costs D-3Transfer 7UCC 15Work D-2Working Drawings D-1 viii LEASEThis Lease Agreement (this “Lease”) is entered into as of the Lease Date between Landlord and Tenant (as each such term is defined in the BasicLease Information).1.Definitions and Basic Provisions. The definitions and basic provisions set forth in the Basic Lease Information (the “Basic LeaseInformation”) are incorporated herein by reference for all purposes. Additionally, the following terms shall have the following meanings when used in thisLease: “Affiliate” means any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is undercommon control with the party in question; “Building’s Structure” means the Building’s roof and roof membrane, elevator shafts, footings, foundations,structural portions of load-bearing walls, structural floors and subfloors, structural columns and beams, and curtain walls; “Building’s Systems” means theBuilding’s HVAC, life-safety, plumbing, electrical, mechanical and elevator systems; “including” means including, without limitation; “Laws” means allfederal, state and local laws, ordinances, building codes and standards, rules and regulations, all court orders, governmental directives, and governmentalorders and all interpretations of the foregoing, and all restrictive covenants affecting the Project, and “Law” means any of the foregoing; “Tenant’s Off-Premises Equipment” means any of Tenant’s equipment or other property that may be located on or about the Project (other than inside the Premises); and“Tenant Party” means any of the following persons: Tenant; any assignees claiming by, through, or under Tenant; any subtenants claiming by, through, orunder Tenant; and any of their respective agents, contractors, officers, employees, licensees, guests and invitees.2.Lease Grant. Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises.3.Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in thecondition required by this Lease on or about March 1, 2013 (or, if later, 90 days following Tenant’s full execution and delivery of this Lease to Landlord, the“Estimated Delivery Date”). If Landlord is unable to tender possession of the Premises in such condition to Tenant by the Estimated Delivery Date, then (a)the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c)Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises asprovided in Section 26.1. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of suchoccupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shallexecute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of theinitial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except forpunch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwiseinvalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Leaseexcepting only those requiring the payment of Basic Rent and Additional Rent.4.Rent.4.1Payment. Tenant shall timely pay to Landlord Rent, without notice, demand, deduction or set off (except as otherwiseexpressly provided herein), by good and sufficient check drawn on a national banking association, or, at either party’s election, by electronic or wire transfer,at Landlord’s address provided for in this Lease or such other address as may be specified in writing by Landlord, and shall be accompanied by all applicablestate and local sales or use taxes; provided, that following any default by Tenant, Landlord shall be permitted to require alternative methods of payment, inLandlord’s sole discretion. The obligations of Tenant to pay Rent to Landlord and the obligations of Landlord under this Lease are independent obligations.Basic Rent, adjusted as herein provided, shall be payable monthly in advance. The first monthly installment of Basic Rent, in the amount payable under thisLease after the end of all Basic Rent abatement periods provided in the Basic Lease Information, is due upon execution of this Lease by Tenant; thereafter,Basic Rent shall be payable on the first day of each calendar month, subject to any Basic Rent abatement provision in the Basic Lease Information. Themonthly Basic Rent for any partial month at the beginning of the Term shall equal the product of 1/365 of the annual Basic Rent in effect during the partialmonth and the number of days in the partial month, and such Basic Rent payment is due upon execution of this Lease by Tenant; however, if theCommencement Date is not a fixed date that is ascertainable as of the Lease Date, then such Basic Rent payment for any fractional calendar month at thebeginning of the Term shall be due by Tenant on the Commencement Date. Payments of Basic Rent for any fractional calendar month at the end of the Termshall be similarly prorated. Tenant shall pay to Landlord monthly installments of Additional Rent in advance on the first day of each calendar month andotherwise on the same terms and conditions described above with respect to Basic Rent. Unless a shorter time period is specified in this Lease, all payments ofmiscellaneous Rent charges hereunder (that is, all Rent other than Basic Rent and Additional Rent) shall be due and payable within 30 days followingLandlord’s delivery to Tenant of an invoice therefor.1 4.2Additional Rent.4.2.1Excess Operating Costs. Tenant shall pay to Landlord Tenant’s Proportionate Share of Excess Operating Costs.As used herein, “Excess Operating Costs” means any increases in Operating Costs (defined below) for each year and partial year of the Term overthe Operating Costs incurred during the Base Year. Landlord may make a good faith estimate of Excess Operating Costs to be due by Tenant forany calendar year or part thereof during the Term. During each calendar year or partial calendar year of the Term after the Base Year, Tenant shallpay to Landlord, in advance concurrently with each monthly installment of Basic Rent, an amount equal to Tenant’s estimated Excess OperatingCosts for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and re-estimate theExcess Operating Costs to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments ofExcess Operating Costs payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendaryear in question, Tenant shall have paid all of the Excess Operating Costs as estimated by Landlord. Any amounts paid based on such an estimateshall be subject to adjustment as herein provided when actual Operating Costs are available for each calendar year.4.2.2Operating Costs Defined. The term “Operating Costs” means all costs, expenses and disbursements (subject tothe limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Project and performingLandlord’s obligations under this Lease, in each case, determined in accordance with sound accounting principles consistently applied, includingthe following costs: (a) wages and salaries of all on-site employees at or below the grade of senior building manager engaged in the operation,maintenance or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade ofsenior building manager who perform a portion of their services in connection with the operation, maintenance or security of the Project includingaccounting personnel), including taxes, insurance and benefits relating thereto; (b) all supplies and materials used in the operation, maintenance,repair, replacement, and security of the Project; (c) costs for improvements made to the Project which, although capital in nature, are expected toreduce the normal operating costs (including all utility costs) of the Project, as amortized using a commercially reasonable interest rate over thetime period reasonably estimated by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, as determined byLandlord using its good faith, commercially reasonable judgment, as well as capital improvements made in order to comply with any Law hereafterpromulgated by any governmental authority, or any amendment to or any interpretation hereafter rendered with respect to any existing Law thathave the effect of changing the legal requirements applicable to the Project from those currently in effect, as amortized using a commerciallyreasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; (d) cost of allutilities, except Electrical Costs and the cost of other utilities reimbursable to Landlord by the Project’s tenants other than pursuant to a provisionsimilar to this Section 4.2.2; (e) insurance expenses, including the cost of any deductibles; (f) repairs, replacements, and general maintenance of theProject; (g) fair market rental and other costs with respect to the management office for the Project; and (h) service, maintenance and managementcontracts and fees (payable to Landlord, Landlord’s affiliate or a third-party management company; provided that any costs paid to Landlord orLandlord’s affiliate for management services shall exclude amounts paid in excess of the competitive rates for management services of comparablequality rendered by persons or entities of similar skill, competence and experience) for the operation, maintenance, management, repair,replacement, or security of the Project (including alarm service, window cleaning, janitorial, security, landscape maintenance and elevatormaintenance). Landlord shall have the right to allocate costs among different uses of space in the Project if Landlord reasonably determines thecosts for operating, maintaining and repairing such different spaces differ from other spaces within the Project.Operating Costs shall not include costs for (1) capital improvements made to the Project, other than capital improvements described in Section4.2.2(c) and except for items which are generally considered maintenance and repair items, such as painting and wall covering of common areas,replacement of carpet or other floor coverings in elevator lobbies and common areas, and the like; (2) repair, replacements and general maintenancepaid by proceeds of insurance or by Tenant or other third parties; (3) interest, amortization or other payments on loans to Landlord; (4)depreciation; (5) leasing commissions; (6) legal expenses for services, other than those that benefit the Project tenants generally (e.g., tax disputesand negotiation of vendor contracts); (7) renovating or otherwise improving space for specific occupants of the Project or vacant leasable space inthe Project, other than costs for repairs, maintenance and compliance with Laws provided or made available to the Project tenants generally; (8)Taxes; and (9) federal income taxes imposed on or measured by the income of Landlord from the operation of the Project. Operating Costs for theBase Year only shall not include costs incurred due to extraordinary circumstances or other non-recurring charges, including market-wide laborrate increases due to boycotts and strikes; utility rate increases due to extraordinary circumstances or other non-recurring charges, includingconservation surcharges, boycotts, embargos or other shortages; insurance deductibles; or amortized costs relating to capital improvements.2 4.2.3Excess Taxes; Taxes Defined. Tenant shall also pay Tenant’s Proportionate Share of Excess Taxes. As usedherein, “Excess Taxes” means any increase in Taxes (defined below) for each year and partial year falling within the Term over the Taxes for theBase Year. Tenant shall pay Tenant’s Proportionate Share of Excess Taxes in the same manner as provided above for Tenant’s Proportionate Shareof Excess Operating Costs. If Landlord receives a refund or abatement from a taxing authority for any portion of the Taxes allocable to the BaseYear, the Taxes for the Base Year shall be reduced by the amount of such refund or abatement. “Taxes” means taxes, assessments, andgovernmental charges or fees whether federal, state, county or municipal, and whether they be by taxing districts or authorities presently taxing orby others, subsequently created or otherwise, and any other taxes and assessments (including non-governmental assessments [includingassessments from any applicable property owner’s association] for common charges under a restrictive covenant, declaration of covenants,restrictions and easements or other private agreement that are not treated as part of Operating Costs) now or hereafter attributable to the Project (orits operation), excluding, however, penalties and interest thereon and federal and state taxes on income. However, if the present method of taxationchanges so that in lieu of or in addition to the whole or any part of any Taxes, there is levied on Landlord a capital tax directly on the rents orrevenues received therefrom or a franchise tax, margin tax, assessment, or charge based, in whole or in part, upon such rents or revenues for theProject, then all such taxes, assessments, or charges, or the part thereof so based, shall be deemed to be included within the term “Taxes” forpurposes hereof. Notwithstanding anything to the contrary herein, Taxes shall include the Texas margin tax and/or any other business tax imposedunder Texas Tax Code Chapter 171 and/or any successor statutory provision. Taxes shall include the costs of consultants retained in an effort tolower taxes and all costs incurred in disputing any taxes or in seeking to lower the tax valuation of the Project. Notwithstanding the foregoing,Taxes for the Base Year only shall not include costs incurred due to extraordinary circumstances or other non recurring charges, including taxconsultants and other costs incurred by Landlord in an effort to lower the tax valuation of the Project, For property tax purposes, Tenant waives allrights to protest or appeal the appraised value of the Premises, as well as the Project, and all rights to receive notices of reappraisement as set forthin Sections 41,413 and 42.015 of the Texas Tax Code. From time to time during any calendar year, Landlord may estimate or re-estimate theExcess Taxes to be due by Tenant for that calendar year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthlyinstallments of Excess Taxes payable by Tenant shall be appropriately adjusted in accordance with the estimations.4.2.4Electrical Costs. Tenant shall also pay to Landlord Tenant’s Proportionate Share of Electrical Costs. As usedherein, “Electrical Costs” means the cost of all electricity used by the Project, which shall include sales, use, excise or other taxes assessed bygovernmental authorities on electrical services supplied to the Project. Such amount shall be payable in monthly installments on theCommencement Date and on the first day of each calendar month thereafter. Each installment shall be based on Landlord’s estimate of the amountdue for each month. From time to time during any calendar year, Landlord may estimate or re-estimate the Electrical Costs to be due by Tenant forthat calendar year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Electrical Costs payable byTenant shall be appropriately adjusted in accordance with the estimations.4.2.5Reconciliation Statement. By April 30 of each calendar year, or as soon thereafter as practicable, Landlord shallfurnish to Tenant a statement of Operating Costs and Electrical Costs for the previous year, in each case adjusted as provided in Section 4.2.6, andof the Taxes for the previous year (the “Reconciliation Statement”). If Tenant’s estimated payments of Excess Operating Costs, Excess Taxes orElectrical Costs under this Section 4.2 for the year covered by the Reconciliation Statement exceed Tenant’s Proportionate Share of such items asindicated in the Reconciliation Statement, then Landlord shall credit or reimburse Tenant for such excess within 30 days; likewise, if Tenant’sestimated payments of Excess Operating Costs, Excess Taxes or Electrical Costs under this Section 4,2 for such year are less than Tenant’sProportionate Share of such items as indicated in the Reconciliation Statement, then Tenant shall pay Landlord such deficiency within 30 days ofinvoice from Landlord,4.2.6Gross up. With respect to any calendar year or partial calendar year in which the Project is not occupied to theextent of 95% of the rentable area thereof, or Landlord is not supplying comparable services to 95% of the rentable area thereof, the OperatingCosts and Electrical Costs for such period which vary with the occupancy of the Project or level of service shall, for the purposes hereof, beincreased to the amount which would have been incurred had the Project been occupied to the extent of 95% of the rentable area thereof andLandlord had been supplying comparable services to 95% of the rentable area thereof,4.3Cap on Excess Operating Costs. For purposes of calculating Tenant’s Proportionate Share of Excess Operating Costs underSection 4.2.1, the maximum increase in the amount of Controllable Operating Costs (defined below) that may be included in calculating Tenant’sProportionate Share of Excess Operating Costs for each calendar year after the Base Year shall be limited to 6% per calendar year on a cumulative,compounded basis; for example, the maximum amount of Controllable Operating Costs that may be included in the calculation of Tenant’s ProportionateShare of Excess Operating Costs for each calendar year after the Base Year shall equal the product of the Controllable Operating Costs during the Base Yearand the following percentages for the following calendar years: 106% for the first calendar year following the Base Year; 112.36% for the second calendaryear following the Base Year;3 119.10% for the third calendar year following the Base Year, etc. However, any increases in Operating Costs not recovered by Landlord due to the foregoinglimitation shall be carried forward into succeeding calendar years during the Term (subject to the foregoing limitation) to the extent necessary until fullyrecouped by Landlord. “Controllable Operating Costs” means all Operating Costs which are within the reasonable control of Landlord; thus, excludingtaxes, insurance, utilities, snow removal costs and other weather-related costs (including extraordinary landscape maintenance costs, such as those resultingfrom infestation, storms, drought and other severe weather), costs incurred to comply with governmental requirements, increased costs due to union labor orother collective bargaining negotiations, costs resulting from acts of force majeure, and other costs beyond the reasonable control of Landlord,5.Delinquent Payment; Handling Charges. All past due payments required of Tenant hereunder shall bear interest from the date due untilpaid at the lesser of eighteen percent per annum or the maximum lawful rate of interest (such lesser amount is referred to herein as the “Default Rate”);additionally, Landlord, in addition to all other rights and remedies available to it, may charge Tenant a late fee equal to the greater of (a) five percent of thedelinquent payment, or (b) $250, to reimburse Landlord for its cost and inconvenience incurred as a consequence of Tenant’s delinquency. In no event,however, shall the charges permitted under this Section 5 or elsewhere in this Lease, to the extent they are considered to be interest under applicable Law,exceed the maximum lawful commercial rate of interest. Notwithstanding the foregoing, the late fee referenced above shall not be charged with respect to thefirst occurrence (but not any subsequent occurrence) during any 12-calendar month period that Tenant fails to make any payment of Additional Rent whendue, until five days after Landlord delivers written notice of such delinquency to Tenant.6.Security Deposit. Contemporaneously with the execution of this Lease, Tenant shall pay to Landlord the Security Deposit, which shallbe held by Landlord to secure Tenant’s performance of its obligations under this Lease. The Security Deposit is not an advance payment of Rent or a measureor limit of Landlord’s damages upon an Event of Default (as defined herein). Landlord may, from time to time following an Event of Default and withoutprejudice to any other remedy, use all or a part of the Security Deposit to perform any obligation Tenant fails to perform hereunder. Following any suchapplication of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its originalamount. Provided that Tenant has performed all of its obligations hereunder, Landlord shall, within 60 days after the expiration of the Term and Tenant’ssurrender of the Premises in compliance with the provisions of this Lease, return to Tenant the portion of the Security Deposit which was not applied tosatisfy Tenant’s obligations. Notwithstanding the preceding sentence and to the extent permitted by applicable Law, Landlord may retain that portion of theSecurity Deposit which Landlord reasonably estimates is necessary to pay all amounts payable by Tenant under this Lease (including all reconciliationamounts payable by Tenant for the year in which the Term expires) until such time after the expiration of the Term that Landlord is actually able to reconcileand confirm such amounts payable by Tenant under this Lease have been paid in full by Tenant (e.g., Landlord cannot reconcile and confirm Tenant has paidTenant’s Proportionate Share of Excess Taxes for the calendar year in which the Term expires if Landlord has not received a Tax bill from all applicabletaxing authorities at the time of such expiration). The Security Deposit may be commingled with other funds, and no interest shall be paid thereon. IfLandlord transfers its interest in the Premises and the transferee assumes Landlord’s obligations under this Lease, then Landlord may assign the SecurityDeposit to the transferee and Landlord thereafter shall have no further liability for the return of the Security Deposit. The rights and obligations of Landlordand Tenant under this Section 6 are subject to any other requirements and conditions imposed by Laws applicable to the Security Deposit.7.Landlord’s Obligations.7.1Services. Landlord shall use all reasonable efforts to furnish to Tenant: (a) water at those points of supply provided forgeneral use of tenants of the Building; (b) the equipment to provide heated and refrigerated air conditioning (“HVAC”) as appropriate, at such temperaturesand in such amounts as are standard for comparable buildings with comparable densities and heat loads in the vicinity of the Building (not to exceed thecurrent HVAC system’s capacity existing as of the Lease Date); (c) janitorial service to the Premises five days per week, other than holidays, for Building-standard installations and such window washing as may from time to time be reasonably required; (d) elevators for ingress and egress to the floor on whichthe Premises are located, in common with other tenants, provided that Landlord may reasonably limit the number of operating elevators during non-businesshours and holidays; and (e) electrical current during normal business hours for equipment that does not require more than 110 volts and whose electricalenergy consumption does not exceed normal office usage. If Tenant desires janitorial service at other than normal service times, or HVAC service: (1) at anytime other than between 7:00 a.m. and 6:00 p.m. on weekdays and between 8:00 a.m. and 1:00 p.m. on Saturdays (in each case other than holidays), or (2) onSundays or holidays, then such services shall be supplied to Tenant upon the written request (or such other means as may be requested by Landlord) byTenant delivered to Landlord’s designated property manager before 3:00 p.m. on the business day preceding such extra usage, and Tenant shall pay toLandlord its then standard cost of such services (which shall not be included in Tenant’s Proportionate Share of Operating Costs or Electrical Costs) within30 days after Landlord has delivered to Tenant an invoice therefor. However, with respect to HVAC services on Saturdays, in order to conserve energy andreduce Operating Costs, Tenant shall notify Landlord whether Tenant desires HVAC services to the Premises on Saturdays by 3:00 p.m. on the immediatelypreceding business day. If Tenant so notifies Landlord that Tenant desires such HVAC services on Saturday, Landlord shall provide such HVAC serviceduring the Building’s standard hours on Saturday (as described above) at no additional separate charge to Tenant. If Tenant desires HVAC services onSaturdays in excess of the Building’s standard hours on Saturdays, then Landlord shall provide such services subject to the additional HVAC charges for suchadditional hours in excess of the Building’s standard hours. Tenant4 acknowledges that the cost components for providing after-hours HVAC service to the Premises are not separately metered; accordingly, Landlord’sdetermination of after-hours HVAC charges is an estimate of the costs incurred by Landlord in providing such after-hours HVAC service to Tenant. The costscharged to Tenant for such after-hours service shall include Landlord’s reasonable allocation of the costs for electricity, water, sewage, water treatment, labor,metering, filtering, equipment depreciation, wear and tear and maintenance to provide such service and an administrative fee of 15%.7.2Excess Utility Use. Landlord shall not be required to furnish electrical power for equipment that requires more than 110volts or other equipment whose electrical energy consumption exceeds normal office usage. If Tenant’s requirements for or consumption of electricity exceedthe electricity to be provided by Landlord as described in Section 7.1, Landlord shall, at Tenant’s expense, make reasonable efforts to supply such servicethrough the then-existing feeders and risers serving the Building and the Premises, provided the additional use of such feeders and risers caused by Tenant’sexcess electrical requirements do not adversely affect Landlord’s ability to provide reasonable electrical service to the balance of the Building (as determinedby Landlord in the exercise of its reasonable discretion); and Tenant shall pay to Landlord the cost of such service within 30 days after Landlord hasdelivered to Tenant an invoice therefor. Landlord may determine the amount of such additional consumption and potential consumption by any verifiablemethod, including installation of a separate meter in the Premises installed, maintained, and read by Landlord, at Tenant’s expense. Tenant shall not installany electrical equipment requiring special wiring or requiring voltage in excess of 110 volts unless approved in advance by Landlord, which approval shallnot be unreasonably withheld. Tenant shall not install any electrical equipment requiring voltage in excess of Building capacity unless approved in advanceby Landlord, which approval may be withheld in Landlord’s sole discretion. The use of electricity in the Premises shall not exceed the capacity of existingfeeders and risers to or wiring in the Premises. Any risers or wiring required to meet Tenant’s excess electrical requirements shall, upon Tenant’s writtenrequest, be installed by Landlord, at Tenant’s cost, if, in Landlord’s judgment, the same are necessary and shall not cause permanent damage to the Buildingor the Premises, cause or create a dangerous or hazardous condition, entail excessive or unreasonable alterations, repairs, or expenses, adversely affectLandlord’s ability to provide reasonable service to the balance of the Building, or interfere with or disturb other tenants of the Building, If Tenant (a) usesmachines or equipment in the Premises or (b) operates within the Premises at a density, either of which (1) affects the temperature otherwise maintained by theair conditioning system or (2) otherwise overloads any utility, Landlord may install supplemental air conditioning units or other supplemental equipment inthe Premises, and the cost thereof, including the cost of design, installation, operation, use, and maintenance, in each case plus an administrative fee of 15%of such cost, shall be paid by Tenant to Landlord within 30 days after Landlord has delivered to Tenant an invoice therefor.7.3Restoration of Services; Abatement. Landlord shall use reasonable efforts to restore any service required of it under Section7.1 that becomes unavailable; however, such unavailability shall not render Landlord liable for any damages caused thereby, be a constructive eviction ofTenant, constitute a breach of any implied warranty, or, except as provided in the next sentence, entitle Tenant to any abatement of Tenant’s obligationshereunder. If, however, Tenant is prevented from using, and does not use, the Premises for the Permitted Use because of the unavailability of any such servicefor a period of 25 consecutive business days (or 15 consecutive business days because of the unavailability and the restoration of such services is within thereasonable control of Landlord) following Landlord’s receipt from Tenant of a written notice regarding such unavailability, and such unavailability was notcaused by a Tenant Party, a governmental directive, or the failure of public utilities to furnish necessary services, then Tenant shall, as its exclusive remedybe entitled to a reasonable abatement of Basic Rent and Additional Rent for each consecutive day (after such 25-day period [or after such 15-day period, ifapplicable]) that Tenant is so prevented from using the Premises.7.4Repair and Maintenance by Landlord. Landlord shall maintain and repair the common areas of the Project, Building’sStructure, the core portions of the Building’s Systems, the parking areas and other exterior areas of the Project, including driveways, alleys, landscape andgrounds of the Project and utility lines in a good condition, consistent with the operation of similar class office buildings in the market in which the Project islocated, including maintenance, repair and replacement of the exterior of the Project (including painting), landscaping, sprinkler systems and any itemsnormally associated with the foregoing. All costs in performing the work described in this Section shall be included in Operating Costs except to the extentexcluded by Section 4.2. In no event shall Landlord be responsible for alterations to the Building’s Structure required by applicable Law because of Tenant’suse of the Premises or alterations or improvements to the Premises made by or for a Tenant Party (which alterations shall be made by Landlord at Tenant’ssole cost and expense and on the same terms and conditions as Landlord performed repairs as described in Section 8.2 below). Notwithstanding anything tothe contrary contained herein, Landlord shall, in its commercially-reasonable discretion, determine whether, and to the extent, repairs or replacements are theappropriate remedial action.8.Improvements; Alterations; Repairs; Maintenance.8.1Improvements; Alterations. Improvements to the Premises shaJl be installed at Tenant’s expense only in accordance withplans and specifications which have been previously submitted to and approved in writing by Landlord, which approval shall be governed by the provisionsset forth in this Section 8.1. No alterations or physical additions in or to the Premises (including the installation of systems furniture or other equipment orpersonal property that affects or otherwise connects to the Building’s Systems) may be made without Landlord’s prior written consent, which shall not beunreasonably withheld or delayed; however, Landlord may withhold its consent to any alteration or addition that would (a) adversely affect (in thereasonable discretion of Landlord) the Building’s5 Structure or the Building’s Systems (including the Project’s restrooms or mechanical rooms), or (b) affect (in the sole discretion of Landlord) the (1) exteriorappearance of the Project, (2) appearance of the Project’s common areas or elevator lobby areas, (3) quiet enjoyment of other tenants or occupants of theProject, or (4) provision of services to other occupants of the Project. To the extent that Landlord grants Tenant the right to use areas within the Project,whether pursuant to the terms of this Lease or through plans and specifications subsequently approved by Landlord (and without implying that Landlordshall grant any such approvals), (A) in no event may Tenant use more than its Proportionate Share of the areas within the Building or utility capacity madeavailable by Landlord for general tenant usage for Tenant’s installations and operations in the Premises (including chilled water, electricity,telecommunications room space, electrical room space, plenum space and riser space), and (B) Tenant shall comply with the provisions of this Section withrespect to all such items, including Tenant’s Off-Premises Equipment. Tenant shall not paint or install lighting or decorations, signs, window or doorlettering, or advertising media of any type visible from the exterior of the Premises without the prior written consent of Landlord, which consent may bewithheld in Landlord’s sole and absolute discretion. All alterations, additions, and improvements shall be constructed, maintained, and used by Tenant, at itsrisk and expense, in accordance with all Laws; Landlord’s consent to or approval of any alterations, additions or improvements (or the plans therefor) shallnot constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineeringpractices or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance.8.2Repair and Maintenance by Tenant. Tenant shall maintain the Premises in a clean, safe, and operable condition, and shallnot permit or allow to remain any waste or damage to any portion of the Premises. If the Premises include, now or hereafter, one or more floors of the Buildingin their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered to be a part of the Premises. Additionally, Tenant, at itssole expense, shall repair, replace and maintain in good condition and in accordance with all Laws and the equipment manufacturer’s suggested serviceprograms, all portions of the Premises (excluding the core portion of the Building’s Systems, which shall be maintained by Landlord pursuant to Section 7.4)and Tenant’s Off- Premises Equipment and all areas, improvements and systems exclusively serving the Premises, including the branch lines of the plumbing,electrical and HVAC systems, including all duct work. Tenant shall repair or replace, subject to Landlord’s direction and supervision, any damage to theProject caused by a Tenant Party. If (a) Tenant fails to commence to make such repairs or replacements within 15 days after the occurrence of such damageand thereafter diligently pursue the completion thereof (or, in the case of an emergency, such shorter period of time as is reasonable given the circumstances),or (b) notwithstanding such diligence, Tenant fails to complete such repairs or replacements within 30 days after the occurrence of such damage (or, in thecase of an emergency, such shorter period of time as is reasonable given the circumstances), then Landlord may make the same at Tenant’s cost. If any suchdamage occurs outside of the Premises, or if such damage occurs inside the Premises but affects the Building’s Systems and/or Building’s Structure or anyother area outside the Premises, then Landlord may elect to repair such damage at Tenant’s expense, rather than having Tenant repair such damage. The costof all maintenance, repair or replacement work performed by Landlord under this Section 8, in each case plus an administrative fee of 15% of such cost, shallbe paid by Tenant to Landlord within 30 days after Landlord has invoiced Tenant therefor.8.3Performance of Work. All work described in this Section 8 shall be performed only by Landlord or by contractors andsubcontractors approved in writing by Landlord and only in accordance with plans and specifications approved by Landlord in writing. If Landlord elects, inits sole discretion, to supervise any work described in this Section 8, Tenant shall pay to Landlord a construction management fee equal to 5% of the cost ofsuch work. Tenant shall cause all contractors and subcontractors to procure and maintain insurance coverage naming Landlord, Landlord’s Mortgagee,Landlord’s property management company and Landlord’s asset management company as additional insureds against such risks, in such amounts, and withsuch companies as Landlord may reasonably require. Tenant shall provide Landlord with the identities, mailing addresses and telephone numbers of allpersons performing work or supplying materials prior to beginning such construction and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable Laws. All such work shall be performed in accordance with all Laws and in a good and workmanlike manner so as not todamage the Building (including the Premises, the Building’s Structure and the Building’s Systems) and shall use materials of a quality that is at least equal tothe quality designated by Landlord as the minimum standard for the Building, and in such manner as to cause a minimum of disruption to the otheroccupants of the Project and interference with other construction in progress and with the transaction of business in the Project. Landlord may designatereasonable rules, regulations and procedures for the performance of all such work in the Building (including insurance requirements for contractors) and, tothe extent reasonably necessary to avoid disruption to the occupants of the Building, shall have the right to designate the time when such work may beperformed. All such work which may affect the Building’s Structure or the Building’s Systems must be approved by the Project’s engineer of record, atTenant’s expense and, at Landlord’s election, must be performed by Landlord’s usual contractor for such work. All work affecting the roof of the Buildingmust be performed by Landlord’s roofing contractor and no such work will be permitted if it would void or reduce or otherwise adversely affect the warrantyon the roof. Upon completion of any work described in this Section 8, Tenant shall furnish Landlord with accurate reproducible “as-built” CADD files of theimprovements as constructed.8.4Mechanic’s Liens. All work performed, materials furnished, or obligations incurred by or at the request of a Tenant Partyshall be deemed authorized and ordered by Tenant only, and Tenant shall not permit any mechanic’s or construction liens to be filed against the Premises orthe Project in connection therewith. Upon completion of any such work, Tenant shall deliver to Landlord final unconditional lien waivers from allcontractors, subcontractors and materialmen who performed such work. If such a lien is filed, then Tenant shall, within ten days after Landlord has deliverednotice of the filing thereof to Tenant (or such earlier time period6 as may be necessary to prevent the forfeiture of the Premises, the Project or any interest of Landlord therein or the imposition of a civil or criminal fine withrespect thereto), either (a) pay the amount of the lien and cause the lien to be released of record, or (b) diligently contest such lien and deliver to Landlord abond or other security reasonably satisfactory to Landlord. If Tenant fails to timely take either such action, then Landlord may pay the lien claim, and anyamounts so paid, including expenses and interest, shall be paid by Tenant to Landlord within ten days after Landlord has invoiced Tenant therefor. Landlordand Tenant acknowledge and agree that their relationship is and shall be solely that of “landlord-tenant” (thereby excluding a relationship of “owner-contractor,” “owner-agent” or other similar relationships) and that Tenant is not authorized to act as Landlord’s common law agent or construction agent inconnection with any work performed in the Premises. Accordingly, all materialmen, contractors, artisans, mechanics, laborers and any other persons now orhereafter contracting with Tenant, any contractor or subcontractor of Tenant or any other Tenant Party for the furnishing of any labor, services, materials,supplies or equipment with respect to any portion of the Premises, at any time from the date hereof until the end of the Term, are hereby charged with noticethat they look exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed a consent by Landlord to any liens being placed upon thePremises, the Project or Landlord’s interest therein due to any work performed by or for Tenant or deemed to give any contractor or subcontractor ormaterialman any right or interest in any funds held by Landlord to reimburse Tenant for any portion of the cost of such work. Tenant shall defend, indemnifyand hold harmless Landlord and its agents and representatives from and against all claims, demands, causes of action, suits, judgments, damages andexpenses (including attorneys’ fees) in any way arising from or relating to the failure by any Tenant Party to pay for any work performed, materials furnished,or obligations incurred by or at the request of a Tenant Party. This indemnity provision shall survive termination or expiration of this Lease.9.General Use Provisions. Tenant shall continuously occupy and use the Premises only for the Permitted Use and shall comply with allLaws relating to the use, condition, access to, and occupancy of the Premises and will not commit waste, overload the Building’s Structure or the Building’sSystems or subject the Premises to use that would damage the Premises, The population density within the Premises as a whole shall at no time exceed oneperson for each 185 rentable square feet in the Premises; however, such population density may from time to time exceed such number on a temporary basisfor meetings, conferences and other events of a temporary nature. Tenant may use the Premises after normal business hours; however, (a) the total area, in theaggregate, where any desk or workstation may be used by more than one employee (i.e., in shifts), and (b) such hours of operation shall not affect (1) thenormal Building hours specified in Section 7.1, or (2) Tenant’s obligation to request and pay for, among other things, after-hours HVAC service as providedin Section 7.1. Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant, (a) Tenant shall bear the risk of complying with TitleIII of the Americans With Disabilities Act of 1990, any state laws governing handicapped access or architectural barriers, and all rules, regulations, andguidelines promulgated under such laws, as amended from time to time (the “Disabilities Acts”) in the Premises, and (b) Landlord shall bear the risk ofcomplying with the Disabilities Acts in the common areas of the Building, other than compliance that is necessitated by the use of the Premises for other thanthe Permitted Use or as a result of any alterations or additions, including any initial tenant improvement work, made by or on behalf of a Tenant Party (whichrisk and responsibility shall be borne by Tenant). The Premises shall not be used for any use which is disreputable, creates extraordinary fire hazards, orresults in an increased rate of insurance on the Project or its contents, or for the storage of any Hazardous Materials (other than de minimis quantities found intypical office supplies [e.g., photocopier toner] and then only in compliance with all Laws and in a reasonable and prudent manner). Unless otherwise agreedto in writing by Landlord, no subtenant or assignee of Tenant’s rights under this Lease (other than a Permitted Transferee, defined in Section 10.8 below) mayuse any substantial portion of the Premises for a “call center,” any other telemarketing use, or any credit processing use. If, because of a Tenant Party’s acts oromissions or because Tenant vacates the Premises, the rate of insurance on the Building or its contents increases, then such acts or omissions shall be anEvent of Default, Tenant shall pay to Landlord the amount of such increase on demand, and acceptance of such payment shall not waive any of Landlord’sother rights. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with othertenants or Landlord in its management of the Project.10.Assignment and Subletting.10.1Transfers. Except as provided in Section 10.8, Tenant shall not, without the prior written consent of Landlord, (a) assign,transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (b) permit any other entity to become Tenanthereunder by merger, consolidation, or other reorganization, (c) if Tenant is an entity other than a corporation whose stock is publicly traded, permit thetransfer of an ownership interest in Tenant so as to result in a change in the current direct or indirect control of Tenant, (d) sublet any portion of the Premises,(e) grant any license, concession, or other right of occupancy of any portion of the Premises, (f) permit the use of the Premises by any parties other thanTenant, or (g) sell or otherwise transfer, in one or more transactions, a majority of Tenant’s assets (any of the events listed in Section 10.1(a) through 10.1(g)being a “Transfer”).10.2Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment of Tenant’s entire interest inthis Lease or subletting of the Premises, provided that the proposed transferee (a) is creditworthy, (b) will use the Premises for the Permitted Use (thus,excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with anyexclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project, (c) will not use the Premises, Building orProject in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d) is not agovernmental or quasi- governmental entity,7 or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e) is not another occupant of the Project or an Affiliate ofsuch occupant, (f) is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonablestandards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project, and (h) is not a person or entity with whomLandlord is then, or has been within the six-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to leasespace in the Project or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlordmay withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. Any Transfer made while an Event ofDefault exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord inLandlord’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutionalowners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s ownleasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guarantyfrom a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.10.3Request for Consent. If Tenant requests Landlord’s consent to a Transfer, then, at least 15 business days prior to theeffective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copiesof the proposed documentation, and the following information about the proposed transferee: name and address of the proposed transferee and any entitiesand persons who own, control or direct the proposed transferee; reasonably satisfactory information about its business and business history; its proposed useof the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’screditworthiness and character. Concurrently with Tenant’s notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500 todefray Landlord’s expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys’ feesand other expenses incurred in connection with considering any request for consent to a Transfer (which shall not exceed $2,500 for consents to subleasesprovided Landlord’s standard consent to sublease form is used without material modification or negotiation).10.4Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlorda written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall beliable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shallrelease Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent toany Transfer shall not waive Landlord’s rights as to any subsequent Transfers and no subtenant of any portion of the Premises shall be permitted to furthersublease any portion of its subleased space. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, inaddition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenantauthorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event ofDefault hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.10.5Attornment by Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to thematters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event oftermination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, assublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of suchsublease, except that Landlord shall not be (a) liable for any previous act or omission of Tenant under such sublease, (b) subject to any counterclaim, offset ordefense that such subtenant might have against Tenant, (c) bound by any previous modification of such sublease not approved by Landlord in writing or byany rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remaindue and owing, notwithstanding such advance payment, (d) bound by any security or advance rental deposit made by such subtenant which is not deliveredor paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (e) obligated to perform anywork in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord anyinstruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automaticallyupon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in thisSection 10.5. The provisions of this Section 10.5 shall be self-operative, and no further instrument shall be required to give effect to this provision.10.6Cancellation. Landlord may, within 30 days after submission of Tenant’s written request for Landlord’s consent to anassignment or subletting, cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to beeffective. If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant shall pay toLandlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer. Thereafter, Landlord maylease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant.8 10.7Additional Compensation. Tenant shall pay to Landlord, immediately upon receipt thereof, the excess of (a) allcompensation received by Tenant for a Transfer less the actual out-of-pocket costs reasonably incurred by Tenant with unaffiliated third parties (i.e.,brokerage commissions and tenant finish work) in connection with such Transfer (such costs shall be amortized on a straight-line basis over the term of theTransfer in question) over (b) the Rent allocable to the portion of the Premises covered thereby.10.8Permitted Transfers. Notwithstanding Section 10.1, Tenant may Transfer all or part of its interest in this Lease or all orpart of the Premises (a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee”) without the written consent of Landlord:10.8.1an Affiliate of Tenant;10.8.2any corporation, limited partnership, limited liability partnership, limited liability company or other businessentity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutoryprovisions governing merger and consolidation of business entities, so long as (a) Tenant’s obligations hereunder are assumed by the entitysurviving such merger or created by such consolidation; and (b) the Tangible Net Worth of the surviving or created entity is not less than theTangible Net Worth of Tenant as of the date hereof; or10.8.3any corporation, limited partnership, limited liability partnership, limited liability company or other businessentity acquiring all or substantially all of Tenant’s assets, so long as (a) Tenant’s obligations hereunder are assumed by the entity acquiring suchassets; and (b) such entity’s Tangible Net Worth after such acquisition is not less than the Tangible Net Worth of Tenant as of the date hereof.Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant shall remain liable for the performance of all of the obligations ofTenant hereunder, or if Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving or acquiring entity shall expresslyassume in writing the obligations of Tenant hereunder. Additionally, the Permitted Transferee shall comply with all of the terms and conditions ofthis Lease, including the Permitted Use, and the use of the Premises by the Permitted Transferee may not violate any other agreements affecting thePremises or the Project, Landlord or other tenants of the Project. No later than ten days after the effective date of any Permitted Transfer, Tenantagrees to furnish Landlord with (1) copies of the instrument effecting any of the foregoing Transfers, (2) documentation establishing Tenant’ssatisfaction of the requirements set forth above applicable to any such Transfer, and (3) evidence of insurance as required under this Lease withrespect to the Permitted Transferee. The occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfers.“Tangible Net Worth” means the excess of total assets over total liabilities, in each case as determined in accordance with generally acceptedaccounting principles consistently applied (“GAAP”), excluding, however, from the determination of total assets all assets which would beclassified as intangible assets under GAAP including goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises. Anysubsequent Transfer by a Permitted Transferee shall be subject to the terms of this Section 10.11.Insurance; Waivers; Subrogation; Indemnity.11.1Tenant’s Insurance. Effective as of the earlier of (a) the date Tenant enters or occupies the Premises, or (b) theCommencement Date, and continuing throughout the Term, Tenant shall maintain the following insurance policies: (1) commercial general liabilityinsurance (including property damage, bodily injury and personal injury coverage) in amounts of $1,000,000 per occurrence in primary coverage, with anadditional $3,000,000 in umbrella coverage or, following the expiration of the initial Term, such other amounts as Landlord may from time to timereasonably require (and, if the use and occupancy of the Premises include any activity or matter that is or may be excluded from coverage under a commercialgeneral liability policy [e.g., the sale, service or consumption of alcoholic beverages], Tenant shall obtain such endorsements to the commercial generalliability policy or otherwise obtain insurance to insure all liability arising from such activity or matter [including liquor liability, if applicable] in suchamounts as Landlord may reasonably require), insuring Tenant (and naming as additional insureds Landlord, Landlord’s property management company,Landlord’s asset management company and, if requested in writing by Landlord, Landlord’s Mortgagee), against all liability for injury to or death of a personor persons or damage to property arising from the use and occupancy of the Premises and (without implying any consent by Landlord to the installationthereof) the installation, operation, maintenance, repair or removal of Tenant’s Off-Premises Equipment, (2) cause of loss-special risk form (formerly “all-risk”) insurance (including, but not limited to, sprinkler leakage, ordinance and law, sewer back-up, flood, earthquake, windstorm and collapse coverage)covering the full value of all alterations and improvements and betterments in the Premises, naming Landlord and Landlord’s Mortgagee as additional losspayees as their interests may appear, (3) cause of loss-special risk form (formerly “all-risk”) insurance covering the full value of all furniture, trade fixtures,equipment and personal property (including property of Tenant or others) in the Premises or otherwise placed in the Project by or on behalf of a Tenant Party(including Tenant’s Off-Premises Equipment), (4) contractual liability insurance sufficient to cover Tenant’s indemnity obligations hereunder (but only ifsuch contractual liability insurance is not already included in Tenant’s commercial general liability insurance policy), (5) commercial auto liabilityinsurance (if applicable) covering automobiles owned, hired or used by Tenant in carrying on its business with limits not less than $1,000,000 combinedsingle limit for each accident, insuring Tenant (and9 naming as additional insureds Landlord, Landlord’s property management company, Landlord’s asset management company and, if requested in writing byLandlord, Landlord’s Mortgagee), (6) worker’s compensation insurance, and (7) business interruption insurance in an amount reasonably acceptable toLandlord. Tenant’s insurance shall be primary and non-contributory when any policy issued to Landlord provides duplicate or similar coverage, and in suchcircumstance Landlord’s policy will be excess over Tenant’s policy. Tenant shall furnish to Landlord certificates of such insurance and such other evidencesatisfactory to Landlord of the maintenance of all insurance coverages required hereunder at least ten days prior to the earlier of the Commencement Date orthe date Tenant enters or occupies the Premises (in any event, within ten days of the effective date of coverage), and at least 15 days prior to each renewal ofsaid insurance, and Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least 30 days before cancellation ora material change of any such insurance policies. All such insurance policies shall be in form reasonably satisfactory to Landlord and issued by companieswith an A.M. Best rating of A+:VIII or better. However, no review or approval of any insurance certificate or policy by Landlord shall derogate from ordiminish Landlord’s rights or Tenant’s obligations hereunder. If Tenant fails to comply with the foregoing insurance requirements or to deliver to Landlordthe certificates or evidence of coverage required herein, Landlord, in addition to any other remedy available pursuant to this Lease or otherwise, may, butshall not be obligated to, obtain such insurance and Tenant shall pay to Landlord on demand the premium costs thereof, plus an administrative fee of 15% ofsuch cost.11.2Landlord’s Insurance. Throughout the Term of this Lease, Landlord shall maintain, as a minimum, the followinginsurance policies: (a) property insurance for the Building’s replacement value (excluding property required to be insured by Tenant), less a commercially-reasonable deductible if Landlord so chooses, and (b) commercial general liability insurance in an amount of not less than $3,000,000. Landlord may, but isnot obligated to, maintain such other insurance and additional coverages as it may deem necessary. The cost of all insurance carried by Landlord with respectto the Project shall be included in Operating Costs. The foregoing insurance policies and any other insurance carried by Landlord shall be for the sole benefitof Landlord and under Landlord’s sole control, and Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder. Any insurancerequired to be maintained by Landlord may be taken out under a blanket insurance policy or policies covering other buildings, property or insureds inaddition to the Building and Landlord. In such event, the costs of any such blanket insurance policy or policies shall be reasonably allocated to the Projectand the other properties covered by such policy or policies as reasonably determined by Landlord and included as part of Operating Costs. Notwithstandinganything in this Lease to the contrary, Landlord’s indemnity obligations under this Lease shall be limited to the extent any such claim is insured againstunder the terms of any insurance policy maintained by Landlord (or is required to be maintained by Landlord under the terms of this Lease).11.3No Subrogation; Waiver of Property Claims. Landlord and Tenant each waives any claim it might have against the otherfor 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 typesdescribed in this Section 11 that covers the Project, the Premises, Landlord’s or Tenant’s fixtures, personal property, leasehold improvements, or business, oris required to be insured against under the terms hereof, regardless of whether the negligence of the other party caused such Loss (defined below).Additionally, Tenant waives any claim it may have against Landlord for any Loss to the extent such Loss is caused by a terrorist act. Each party shall causeits insurance carrier to endorse all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party.Notwithstanding any provision in this Lease to the contrary, Landlord, its agents, employees and contractors shall not be liable to Tenant or to any partyclaiming by, through or under Tenant for (and Tenant hereby releases Landlord and its servants, agents, contractors, employees and invitees from any claimor responsibility for) any damage to or destruction, loss, or loss of use, or theft of any property of any Tenant Party located in or about the Project, caused bycasualty, theft, fire, third parties or any other matter or cause, regardless of whether the negligence of any party caused such loss in whole or in part. Tenantacknowledges that Landlord shall not carry insurance on, and shall not be responsible for damage to, any property of any Tenant Party located in or about theProject.11.4Indemnity. Subject to Section 11.3, Tenant shall defend, indemnify, and hold harmless Landlord and its representativesand agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including reasonable attorneys’ fees)arising from any injury to or death of any person or the damage to or theft, destruction, loss, or loss of use of, any property or inconvenience (a “Loss”) (a)occurring in or on the Project (other than within the Premises) to the extent caused by the negligence or willful misconduct of any Tenant Party, (b) occurringin the Premises, or (c) arising out of the installation, operation, maintenance, repair or removal of any property of any Tenant Party located in or about theProject, including Tenant’s Off-Premises Equipment. It being agreed that clauses (b) and (c) of this indemnity are intended to indemnify Landlord and itsagents against the consequences of their own negligence or fault, even when Landlord or its agents are jointly, comparatively, contributively, orconcurrently negligent with Tenant, and even though any such claim, cause of action or suit is based upon or alleged to be based upon the strict liabilityof Landlord or its agents; however, such indemnity shall not apply to the sole or gross negligence or willful misconduct of Landlord and its agents.Subject to Section 11.3, Landlord shall defend, indemnify, and hold harmless Tenant and its agents from and against all claims, demands, liabilities, causes ofaction, suits, judgments, damages, and expenses (including reasonable attorneys’ fees) for any Loss arising from any occurrence in or on the Building’scommon areas to the extent caused by the negligence or willful misconduct of Landlord or its agents. The indemnities set forth in this Lease shall survivetermination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment ofRent under any provision of this Lease. If any proceeding is filed for which indemnity is required hereunder, the10 indemnifying party agrees, upon request therefor, to defend the indemnified party in such proceeding at its sole cost utilizing counsel satisfactory to theindemnified party.12.Subordination; Attornment; Notice to Landlord’s Mortgagee.12.1Subordination. This Lease shall be subordinate to any deed of trust, mortgage, or other security instrument (each, a“Mortgage”), or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (themortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a“Landlord’s Mortgagee”). Any Landlord’s Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, orother interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument ofsubordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designatedby Landlord) within ten days after written request therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonablyrequest to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbanceand attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to thisLease.12.2Attornment. Tenant shall attorn to any party succeeding to Landlord’s interest in the Premises, whether by purchase,foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party’s request, and shall execute such agreementsconfirming such attornment as such party may reasonably request.12.3Notice to Landlord’s Mortgagee. Tenant shall not seek to enforce any remedy it may have for any default on the part ofLandlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord’sMortgagee whose address has been given to Tenant, and affording such Landlord’s Mortgagee a reasonable opportunity to perform Landlord’s obligationshereunder.12.4Landlord’s Mortgagee’s Protection Provisions. If Landlord’s Mortgagee shall succeed to the interest of Landlord underthis Lease, Landlord’s Mortgagee shall not be: (a) liable for any act or omission of any prior lessor (including Landlord); (b) bound by any rent or additionalrent or advance rent which Tenant might have paid for more than the current month to any prior lessor (including Landlord), and all such rent shall remaindue and owing, notwithstanding such advance payment; (c) bound by any security or advance rental deposit made by Tenant which is not delivered or paidover to Landlord’s Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (d) bound by any termination,amendment or modification of this Lease made without Landlord’s Mortgagee’s consent and written approval, except for those terminations, amendmentsand modifications permitted to be made by Landlord without Landlord’s Mortgagee’s consent pursuant to the terms of the loan documents between Landlordand Landlord’s Mortgagee; (e) subject to the defenses which Tenant might have against any prior lessor (including Landlord); and (f) subject to the offsetswhich Tenant might have against any prior lessor (including Landlord) except for those offset rights which (1) are expressly provided in this Lease, (2) relateto periods of time following the acquisition of the Building by Landlord’s Mortgagee, and (3) Tenant has provided written notice to Landlord’s Mortgageeand provided Landlord’s Mortgagee a reasonable opportunity to cure the event giving rise to such offset event. Landlord’s Mortgagee shall have no liabilityor responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own fee simple title to the Project. Nothing in this Lease shall beconstrued to require Landlord’s Mortgagee to see to the application of the proceeds of any loan, and Tenant’s agreements set forth herein shall not beimpaired on account of any modification of the documents evidencing and securing any loan.13.Rules and Regulations. Tenant shall comply with the rules and regulations of the Project which are attached hereto as Exhibit C.Landlord may, from time to time, change such rules and regulations for the safety, care, or cleanliness of the Project and related facilities, provided that suchchanges are generally applicable to all tenants of the Project whose leases require such compliance, will not unreasonably interfere with Tenant’s use of thePremises and are enforced by Landlord in a non-discriminatory manner among all tenants whose leases require such compliance. Tenant shall be responsiblefor the compliance or noncompliance with such rules and regulations by each Tenant Party.14.Condemnation.14.1Total Taking. If the entire Building or Premises are taken by right of eminent domain or conveyed in lieu thereof (a“Taking”), this Lease shall terminate as of the date of the Taking.14.2Partial Taking - Tenant’s Rights. If any part of the Building becomes subject to a Taking and such Taking will preventTenant from conducting on a permanent basis its business in the Premises in a manner reasonably comparable to that conducted immediately before suchTaking, then Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within 30 days after the Taking, and BasicRent and Additional Rent shall be apportioned as of the date of such Taking. If11 Tenant does not terminate this Lease, then Basic Rent and Additional Rent shall be abated on a reasonable basis as to that portion of the Premises rendereduntenantable by the Taking.14.3Partial Taking - Landlord’s Rights, If any material portion, but less than all, of the Building or Project becomes subject toa Taking, or if Landlord is required to pay any of the proceeds arising from a Taking to a Landlord’s Mortgagee, then Landlord may terminate this Lease bydelivering written notice thereof to Tenant within 30 days after such Taking, and Basic Rent and Additional Rent shall be apportioned as of the date of suchTaking. If Landlord does not so terminate this Lease, then this Lease will continue, but if any portion of the Premises has been taken, Basic Rent andAdditional Rent shall abate as provided in the last sentence of Section 14.2.14.4Award. If any Taking occurs, then Landlord shall receive the entire award or other compensation for the Project and otherimprovements taken; however, Tenant may separately pursue a claim (to the extent it will not reduce Landlord’s award) against the condemnor for the valueof Tenant’s personal property which Tenant is entitled to remove under this Lease, moving costs and loss of business,15.Fire or Other Casualty.15.1Repair Estimate. If the Premises or the Project are damaged by fire or other casualty (a “Casualty”). Landlord shall, within90 days after such Casualty, deliver to Tenant a good faith estimate (the “Damage Notice”) of the time needed to repair the damage caused by such Casualty.15.2Tenant’s Rights. If the Premises are damaged by Casualty such that Tenant is prevented from conducting its business in thePremises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby forwhich Landlord is responsible to repair under this Lease pursuant to Section 15.4 below cannot be repaired within 270 days after the commencement ofrepairs (the “Repair Period”), then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within 30 days afterthe Damage Notice has been delivered to Tenant.15.3Landlord’s Rights. If a Casualty occurs and (a) Landlord estimates that the damage cannot be repaired within the RepairPeriod, (b) the damage exceeds 50% of the replacement cost thereof (excluding foundations and footings), as estimated by Landlord, and such damage occursduring the last two years of the Term, (c) regardless of the extent of damage, the damage is not fully covered by Landlord’s insurance policies or Landlordmakes a good faith determination that restoring the damage would be uneconomical, or (d) Landlord is required to pay any insurance proceeds arising out ofthe Casualty to a Landlord’s Mortgagee, then Landlord may terminate this Lease by giving written notice of its election to terminate within 30 days after theDamage Notice has been delivered to Tenant.15.4Repair Obligation. If neither party elects to terminate this Lease following a Casualty, then Landlord shall, within areasonable time after such Casualty, begin to repair the Premises and shall proceed with reasonable diligence to restore the Premises to substantially the samecondition as they existed immediately before such Casualty; however, Landlord shall not be required to repair or replace any improvements, alterations orbetterments within the Premises (which shall be promptly and with due diligence repaired and restored by Tenant at Tenant’s sole cost and expense) or anyfurniture, equipment, trade fixtures or personal property of Tenant or others in the Premises or the Project, and Landlord’s obligation to repair or restore thePremises shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question or the proceeds that Landlordwould have received had Landlord carried the insurance required to be maintained by Landlord under Section 11.2. If this Lease is terminated under theprovisions of this Section 15, Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvementsand betterments in the Premises (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amountequal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease).15.5Abatement of Rent. If the Premises are damaged by Casualty, Basic Rent and Additional Rent for the portion of thePremises rendered untenantable by the damage shall be abated on a reasonable basis from the date of damage until the earlier of (a) completion of Landlord’srepairs, (b) the date upon which completion of Landlord’s repairs would have occurred but for delays caused by Tenant Parties, or (c) the date of terminationof this Lease by Landlord or Tenant as provided above, as the case may be, unless a Tenant Party caused such damage, in which case, Tenant shall continueto pay Basic Rent and Additional Rent without abatement.16.Personal Property Taxes. Tenant shall be liable for, and shall pay prior to delinquency, all taxes levied or assessed against personalproperty, furniture, fixtures, betterments, improvements, and alterations placed by any Tenant Party in the Premises or in or on the Building or Project. If anytaxes for which Tenant is liable are levied or assessed against Landlord or Landlord’s property and Landlord elects to pay the same, or if the assessed value ofLandlord’s property is increased by inclusion of such personal property, furniture, fixtures, betterments, improvements, and alterations and Landlord elects topay the taxes based on such increase, then Tenant12 shall pay to Landlord, within 30 days following written request therefor, the part of such taxes for which Tenant is primarily liable hereunder; however,Landlord shall not pay such amount if Tenant notifies Landlord that it will contest the validity or amount of such taxes before Landlord makes such payment,and thereafter diligently proceeds with such contest in accordance with Law and if the non-payment thereof does not pose a threat of loss or seizure of theProject or interest of Landlord therein or impose any fee or penalty against Landlord.17.Events of Default. Each of the following occurrences shall be an “Event of Default”:17.1Payment Default. Tenant’s failure to pay Rent within five days after Landlord has delivered written notice to Tenant thatthe same is due; however, an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if Tenant fails to pay Rent whendue and, during the 12 month interval preceding such failure, Landlord has given Tenant written notice of failure to pay Rent on one or more occasions;17.2Abandonment. Tenant (a) abandons or vacates the Premises or any substantial portion thereof or (b) fails to continuouslyoperate its business in the Premises;17.3Estoppel; Subordination; Financial Reports. Tenant fails to provide any estoppel certificate, documentation regardingthe subordination of this Lease or financial reports after Landlord’s written request therefor pursuant to Section 25.5, Section 12.1, and Section 25.19respectively, and such failure shall continue for five days after Landlord’s second written notice thereof to Tenant;17.4Insurance. Tenant fails to procure, maintain and deliver to Landlord evidence of the insurance policies and coverages asrequired under Section 11.1;17.5Mechanic’s Liens. Tenant fails to pay and release of record, or diligently contest and bond around, any mechanic’s orconstruction lien filed against the Premises or the Project for any work performed, materials furnished, or obligation incurred by or at the request of a TenantParty, within the time and in the manner required by Section 8.4;17.6Other Defaults. Tenant’s failure to perform, comply with, or observe any agreement or obligation of Tenant under thisLease other than provided in this Section 17 and the continuance of such failure for a period of more than 30 days after Landlord has delivered to Tenantwritten notice thereof; and17.7Insolvency. The filing of a petition by or against Tenant (the term ‘Tenant” shall include, for the purpose of this Section17.7, any guarantor of Tenant’s obligations hereunder) (a) in any bankruptcy or other insolvency proceeding; (b) seeking any relief under any state or federaldebtor relief law; (c) for the appointment of a liquidator or receiver for all or substantially all of Tenant’s property or for Tenant’s interest in this Lease; (d) forthe reorganization or modification of Tenant’s capital structure; or (e) in any assignment for the benefit of creditors proceeding; however, if such a petition isfiled against Tenant, then such filing shall not be an Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within90 days after the filing thereof.18.Remedies. Upon any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord hereunder or bylaw or equity, take any one or more of the following actions:18.1Termination of Lease. Terminate this Lease by giving Tenant written notice thereof, in which event Tenant shall pay toLandlord the sum of (a) all Rent accrued hereunder through the date of termination, (b) all amounts due under Section 19.1, and (c) an amount equal to (but inno event less than zero) (1) the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value at a perannum rate equal to the “Prime Rate” as published on the date this Lease is terminated by The Wall Street Journal in its listing of “Money Rates” minus onepercent, minus (2) the then present fair rental value of the Premises for such period, similarly discounted;18.2Termination of Possession. Terminate Tenant’s right to possess the Premises without terminating this Lease by givingwritten notice thereof to Tenant, in which event Tenant shall pay to Landlord (a) all Rent and other amounts accrued hereunder to the date of termination ofpossession, (b) all amounts due from time to time under Section 19.1, and (c) all Rent and other net sums required hereunder to be paid by Tenant during theremainder of the Term, diminished by any net sums thereafter received by Landlord through reletting the Premises during such period, after deducting allcosts incurred by Landlord in reletting the Premises. If Landlord elects to terminate Tenant’s right to possession without terminating this Lease, and to retakepossession of the Premises (and Landlord shall have no duty to make such election), Landlord shall use reasonable efforts to relet the Premises as furtherdescribed in Section 19.4 below. Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure torelet the Premises or to collect rent due for such reletting.Tenant shall not be entitled to the excess of any consideration obtained by reletting over the Rentdue hereunder. Reentry by Landlord in the Premises shall not affect Tenant’s obligations hereunder for the unexpired Term; rather, Landlord may, from timeto time, bring an action against Tenant to collect amounts due by Tenant, without the necessity of13 Landlord’s waiting until the expiration of the Term. Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate thisLease, all actions taken by Landlord to dispossess or exclude Tenant from the Premises shall be deemed to be taken under this Section 18,2, If Landlord electsto proceed under this Section 18.2, it may at any time elect to terminate this Lease under Section 18.1;18.3Perform Acts on Behalf of Tenant. Perform any act Tenant is obligated to perform under the terms of this Lease (and enterupon the Premises in connection therewith if necessary) in Tenant’s name and on Tenant’s behalf, without being liable for any claim for damages therefor,and Tenant shall reimburse Landlord on demand for any expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations underthis Lease (including, but not limited to, collection costs and legal expenses), plus interest thereon at the Default Rate;18.4Suspension of Services. Suspend any services required to be provided by Landlord hereunder without being liable for anyclaim for damages therefor; or18.5Alteration of Locks. Additionally, with or without notice, and to the extent permitted by Law, Landlord may alter locks orother security devices at the Premises to deprive Tenant of access thereto, and Landlord shall not be required to provide a new key or right of access toTenant.19.Payment by Tenant; Non-Waiver; Cumulative Remedies; Mitigation of Damage.19.1Payment by Tenant. Upon any Event of Default, Tenant shall pay to Landlord all amounts, costs, losses and/or expensesincurred, abated or foregone by Landlord (including court costs and reasonable attorneys’ fees and expenses) in (a) obtaining possession of the Premises, (b)removing, storing and/or disposing of Tenant’s or any other occupant’s property, (c) repairing, restoring, altering, remodeling, or otherwise putting thePremises into the condition required by market conditions then prevailing so as to be reasonably acceptable to a new tenant, as determined in Landlord’s solediscretion (d) if Tenant is dispossessed of the Premises and this Lease is not terminated, reletting all or any part of the Premises (including brokeragecommissions, cost of tenant finish work, and other costs incidental to such reletting), (e) performing Tenant’s obligations under this Lease which Tenantfailed to perform, (f) enforcing, or advising Landlord of, its rights, remedies, and recourses arising out of the default, and (g) securing this Lease, including allcommissions, allowances, reasonable attorneys’ fees, and if this Lease or any amendment hereto contains any abated Rent granted by Landlord as aninducement or concession to secure this Lease or amendment hereto, the full amount of all Rent so abated (and such abated amounts shall be payableimmediately by Tenant to Landlord, without any obligation by Landlord to provide written notice thereof to Tenant, and Tenant’s right to any abated rentaccruing following such Event of Default shall immediately terminate). To the full extent permitted by law, Landlord and Tenant agree the federal and statecourts of the state in which the Premises are located shall have exclusive jurisdiction over any matter relating to or arising from this Lease and the parties’rights and obligations under this Lease,19.2No Waiver. Landlord’s acceptance of Rent following an Event of Default shall not waive Landlord’s rights regarding suchEvent of Default. No waiver by Landlord of any violation or breach of any of the terms contained herein shall waive Landlord’s rights regarding any futureviolation of such term. Landlord’s acceptance of any partial payment of Rent shall not waive Landlord’s rights with regard to the remaining portion of theRent that is due, regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connectiontherewith; accordingly, Landlord’s acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent thatis due.19.3Cumulative Remedies. Any and all remedies set forth in this Lease: (a) shall be in addition to any and all other remediesLandlord may have at law or in equity, (b) shall be cumulative, and (c) may be pursued successively or concurrently as Landlord may elect. The exercise ofany remedy by Landlord shall not be deemed an election of remedies or preclude Landlord from exercising any other remedies in the future. Additionally,Tenant shall defend, indemnify and hold harmless Landlord, Landlord’s Mortgagee and their respective representatives and agents from and against allclaims, demands, liabilities, causes of action, suits, judgments, damages and expenses (including reasonable attorneys’ fees) arising from Tenant’s failure toperform its obligations under this Lease.19.4Mitigation of Damage. The parties agree any duty imposed by Law on Landlord to mitigate damages after a default byTenant under this Lease shall be satisfied in fill if Landlord uses reasonable efforts to lease the Premises to another tenant (a “Substitute Tenant”) inaccordance with the following criteria: (a) Landlord shall have no obligation to solicit or entertain negotiations with any Substitute Tenant for the Premisesuntil 60 days following the date upon which Landlord obtains full and complete possession of the Premises, including the relinquishment by Tenant of anyclaim to possession of the Premises by written notice from Tenant to Landlord; (b) Landlord shall not be obligated to lease or show the Premises on a prioritybasis or offer the Premises to any prospective tenant when other space in the Project is or soon will be available; (c) Landlord shall not be obligated to leasethe Premises to a Substitute Tenant for less than the current fair market value of the Premises, as determined by Landlord in its sole discretion, nor willLandlord be obligated to enter into a new lease for the Premises under other terms and conditions that are unacceptable to Landlord under Landlord’s then-current leasing policies; (d) Landlord shall not be obligated to enter into a lease with a Substitute Tenant: (1) whose use would violate any restriction,covenant or requirement contained in the lease of another tenant in the Project; (2) whose use would adversely14 affect the reputation of the Project; (3) whose use would require any addition to or modification of the Premises or Project in order to comply with applicableLaw, including building codes; (4) whose Tangible Net Worth is less than Tenant’s Tangible Net Worth as of the Lease Date or who does not have, inLandlord’s sole opinion, the creditworthiness to be an acceptable tenant; (5) that is a governmental entity, or quasi-governmental entity, or subdivision oragency thereof, or any other entity entitled to the defense of sovereign immunity; or (6) that does not meet Landlord’s reasonable standards for tenants of theProject or is otherwise incompatible with the character of the occupancy of the Project, as reasonably determined by Landlord; and (e) Landlord shall not berequired to expend any amount of money to alter, remodel or otherwise make the Premises suitable for use by a Substitute Tenant unless: (1) Tenant pays anysuch amount to Landlord prior to Landlord’s execution of a lease with such Substitute Tenant (which payment shall not relieve Tenant of any amount it owesLandlord as a result of Tenant’s default under this Lease); or (2) Landlord, in Landlord’s sole discretion, determines any such expenditure is financiallyprudent in connection with entering into a lease with the Substitute Tenant.20.Landlord’s Lien. In addition to any statutory landlord’s lien, now or hereafter enacted, Tenant grants to Landlord, to secureperformance of Tenant’s obligations hereunder, a security interest in all of the properly situated in or upon, or used in connection with, the Premises or theProject, and all proceeds thereof (except merchandise sold in the ordinary course of business) (collectively, the “Collateral”), and the Collateral shall not beremoved from the Premises or the Project without the prior written consent of Landlord until all obligations of Tenant have been fully performed. TheCollateral includes specifically all furniture and all trade and other fixtures, and inventory, equipment, contract rights, accounts receivable and the proceedsthereof. For the purposes of this Section 20, there shall be a rebuttable presumption that all property located in the Premises is owned by Tenant. Upon theoccurrence of an Event of Default, Landlord may, in addition to all other remedies, without notice or demand except as provided below, exercise the rightsafforded to a secured party under the Uniform Commercial Code of the state in which the Premises are located (the “UCC”). To the extent the UCC requiresLandlord to give to Tenant notice of any act or event and such notice cannot be validly waived before a default occurs, then five- days’ prior written noticethereof shall be reasonable notice of the act or event. In order to perfect such security interest, Landlord may file any financing statement or other instrumentnecessary at Tenant’s expense at the state and county Uniform Commercial Code filing offices.21.Surrender of Premises. No act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept asurrender of the Premises shall be valid unless it is in writing and signed by Landlord. At the expiration or termination of this Lease or Tenant’s right topossess the Premises, Tenant shall (a) deliver to Landlord the Premises broom-clean with all improvements located therein in good repair and condition(except for condemnation and Casualty damage not caused by Tenant, as to which Sections 14 and 15 shall control), free of any liens or encumbrances andfree of Hazardous Materials placed on the Premises during the Term; (b) deliver to Landlord all keys to the Premises and all access cards to the Project; (c)remove all unattached trade fixtures, furniture (including demountable walls), and personal property placed in the Premises or elsewhere in the Project by aTenant Party and unattached equipment located in the Premises (but Tenant may not remove any such item which was paid for, in whole or in part, byLandlord unless Landlord requires such removal); (d) not be required to remove any cabling (including conduit) installed in the Premises or elsewhere in theProject, including all connections for such cabling, however, such cabling shall be left in a neat and safe condition in accordance with the requirements of allapplicable Laws, including the National Electric Code or any successor statute, and, if applicable, shall be terminated at both ends of a connector, properlylabeled at each end and in each electrical closet and junction box; and (e) remove such alterations, additions, improvements, and Tenant’s Off-PremisesEquipment as Landlord may require and restore the areas surrounding such Tenant’s Off-Premises Equipment to their conditions existing immediately priorto the installation of such Tenant’s Off-Premises Equipment; however, Tenant shall not be required to remove any addition or improvement to the Premises orthe Project if Landlord has specifically agreed in writing that the improvement or addition in question need not be removed. Tenant shall repair all damagecaused by the removal of the items described above. If Tenant fails to remove any property, including any of the property described above, Landlord may, atLandlord’s option, (1) deem such items to have been abandoned by Tenant, the title thereof shall immediately pass to Landlord at no cost to Landlord, andsuch items may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation toaccount for such items; any such disposition shall not be considered a strict foreclosure or other exercise of Landlord’s rights in respect of the security interestgranted hereunder or otherwise, (2) remove such items, perform any work required to be performed by Tenant hereunder, and repair all damage caused by suchwork, and Tenant shall reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant’s obligationshereunder (including collection costs and attorneys’ fees), plus interest thereon at the Default Rate, or (3) elect any of the actions described in clauses (1) and(2) above as Landlord may elect in its sole discretion. Notwithstanding the requirements of clause (5) above to the contrary, Tenant shall not be required toremove any alterations, installations or improvements constructed inside the Premises as part of the initial Work which do not exceed or differ in any materialrespect from customary, standard type of installations or improvements for general, executive and administrative offices in comparable buildings in thesubmarket in which the Building is located; however, Tenant may be required by Landlord to remove any non-standard alterations, additions orimprovements, including laboratories, server rooms, data centers, computer rooms, specialty ceilings, or any items that would have above-average demolitioncosts (“Non-Standard Alterations”).Further, and notwithstanding anything in this Lease to the contrary, in all cases Tenant shall be required to remove, andto restore the Premises or Project, as applicable, to their previous condition, any alterations or relocations of base-Building’s Systems, any improvements orsignage incorporating Tenant’s name or logo, internal stairwells, vaults, raised flooring, any alteration, improvement or equipment not complying with Laws,private offices or other enclosures smaller than 10 feet by 12 feet, and, unless Landlord has expressly stated otherwise in writing, all of Tenant’s Off-PremisesEquipment, including any supplemental15 HVAC equipment, rooftop equipment, etc. (all such items in this sentence being “Mandatory Removal Items”). The provisions of this Section 21 shallsurvive the end of the Term.22.Holding Over. If Tenant fails to vacate the Premises at the end of the Term, then Tenant shall be a tenant at sufferance and, in additionto all other damages and remedies to which Landlord may be entitled for such holding over, (a) Tenant shall pay, in addition to the other Rent, Basic Rentequal to the greater of (1) 150% of the Rent payable during the last month of the Term for the first 60 days, 200% thereafter, or (2) 125% of the prevailingrental rate in the Project for similar space, and (b) Tenant shall otherwise continue to be subject to all of Tenant’s obligations under this Lease. The provisionsof this Section 22 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails tosurrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shallprotect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure,including any claims made by any succeeding tenant founded upon such failure to surrender, and any lost profits or other consequential damages to Landlordresulting therefrom.23.Certain Rights Reserved by Landlord. Landlord shall have the following rights:23.1Building Operations. To decorate and to make inspections, repairs, alterations, additions, changes, or improvements,whether structural or otherwise, in and about the Project, or any part thereof; to enter upon the Premises (after giving Tenant reasonable notice thereof, whichmay be oral notice, except in cases of real or apparent emergency, in which case no notice shall be required) and, during the continuance of any such work, totemporarily close doors, entryways, public space, and corridors in the Building; to interrupt or temporarily suspend Building services and facilities; tochange the name of the Building; and to change the arrangement and location of entrances or passageways, doors, and doorways, corridors, elevators, stairs,restrooms, or other public parts of the Building;23.2Security. To take such reasonable measures as Landlord deems advisable for the security of the Building and its occupants;evacuating the Building for cause, suspected cause, or for drill purposes; temporarily denying access to the Building; and closing the Building after normalbusiness hours and on Sundays and holidays, subject, however, to Tenant’s right to enter when the Building is closed after normal business hours under suchreasonable regulations as Landlord may prescribe from time to time, which may include, by way of example but not limitation, that persons entering orleaving the Building, whether or not during normal business hours, identify themselves to a security officer by registration or otherwise and that such personsestablish their right to enter or leave the Building;23.3Prospective Purchasers and Lenders. Upon reasonable prior notice (which notice may be verbal) to Tenant, to enter thePremises at all reasonable hours to show the Premises to prospective purchasers or lenders; and23.4Prospective Tenants. At any time during the last 12 months of the Term (or earlier if Tenant has notified Landlord inwriting that it does not desire to renew the Term) upon reasonable prior notice (which notice may be verbal) to Tenant, or at any time following theoccurrence of an Event of Default, to enter the Premises at all reasonable hours to show the Premises to prospective tenants.In exercising the foregoing rights in this Section 23, Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’soccupancy of the Premises.24.Substitution Space. Landlord may, at Landlord’s expense, relocate Tenant within the Project to space which is comparable in size,utility and condition to the Premises. If Landlord relocates Tenant, Landlord shall reimburse Tenant for Tenant’s reasonable out-of-pocket expenses formoving Tenant’s furniture, equipment, and supplies from the Premises to the relocation space and for reprinting Tenant’s stationery of the same quality andquantity as Tenant’s stationery supply on hand immediately before Landlord’s notice to Tenant of the exercise of this relocation right. Landlord shall usecommercially reasonable efforts to minimize the disruption to Tenant’s business operations as a result of such relocation, and Landlord shall coordinate andmanage the logistical efforts involved with such relocation. Upon such relocation, the relocation space shall be deemed to be the Premises and the terms ofthis Lease shall remain in full force and shall apply to the relocation space. Notwithstanding the foregoing, if the relocation space is smaller than thePremises, Basic Rent will be adjusted to reflect the same; if the relocation space is larger than the Premises, Basic Rent will not be adjusted to reflect thelarger size of the relocation space and Tenant will continue to pay monthly Basic Rent in the amounts set forth in this Lease for the remainder of the then-current Term. No amendment or other instrument shall be necessary to effectuate the relocation contemplated by this Section; however, if requested byLandlord, Tenant shall execute an appropriate amendment document within ten business days after Landlord’s written request therefor. If Tenant fails to (a)execute such relocation amendment within such time period or (b) relocate to the relocation space within three business days following the date stated inLandlord’s relocation notice to Tenant (or, if such relocation space is not available on the date specified in Landlord’s relocation notice, within threebusiness days following the date on which such relocation space becomes available and is tendered to Tenant in the condition required by this Lease), then,in addition to Landlord’s other remedies set forth in this Lease, at law and/or in equity, Landlord may terminate this Lease by notifying Tenant in writingthereof, which notice shall contain a termination effective date selected by Landlord no less than five business days following the date of Landlord’stermination notice to Tenant. Time is of the essence with respect to Tenant’s obligations under this Section.16 25.Miscellaneous.25.1Landlord Transfer. Landlord may transfer any portion of the Project and any of its rights under this Lease. If Landlordassigns its rights under this Lease, then Landlord shall thereby be released from any further obligations hereunder arising after the date of transfer, providedthat the assignee assumes in writing Landlord’s obligations hereunder arising from and after the transfer date.25.2Landlord’s Liability. The liability of Landlord (and its successors, partners, shareholders or members) to Tenant (or anyperson or entity claiming by, through or under Tenant) for any default by Landlord under the terms of this Lease or any matter relating to or arising out of theoccupancy or use of the Premises and/or other areas of the Building shall be limited to Tenant’s actual direct, but not consequential, damages therefor andshall be recoverable only from the interest of Landlord in the Building, and Landlord (and its partners, shareholders or members) shall not be personallyliable for any deficiency. Additionally, Tenant hereby waives its statutory lien under Section 91.004 of the Texas Property Code. The provisions of thisSection shall survive any expiration or termination of this Lease.25.3Force Majeure. Other than for Tenant’s obligations under this Lease that can be performed by the payment of money (e.g.,payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either party hereto, such party shallnot be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God,shortages of labor or materials, war, terrorist acts or activities, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoeverwhich are beyond the control of such party.25.4Brokerage. Neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation orexecution of this Lease, other than CBRE, Inc. and Cassidy Turley, whose commissions shall be paid by Landlord pursuant to separate written agreements.Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, liens and other liability for commissions or othercompensation claimed by any other broker or agent claiming the same by, through, or under the indemnifying party.25.5Estoppel Certificates. From time to time, Tenant shall furnish to any party designated by Landlord, within ten days afterLandlord has made a request therefor, a certificate signed by Tenant confirming and containing such factual certifications and representations as to this Leaseas Landlord may reasonably request. Unless otherwise required by Landlord’s Mortgagee or a prospective purchaser or mortgagee of the Project, the initialform of estoppel certificate to be signed by Tenant is attached hereto as Exhibit F. If Tenant does not deliver to Landlord the certificate signed by Tenantwithin such required time period, Landlord, Landlord’s Mortgagee and any prospective purchaser or mortgagee, may conclusively presume and rely upon thefollowing facts: (a) this Lease is in full force and effect; (b) the terms and provisions of this Lease have not been changed except as otherwise represented byLandlord; (c) not more than one monthly installment of Basic Rent and other charges have been paid in advance; (d) there are no claims against Landlord norany defenses or rights of offset against collection of Rent or other charges; and (e) Landlord is not in default under this Lease. In such event, Tenant shall beestopped from denying the truth of the presumed facts.25.6Notices. All notices and other communications given pursuant to this Lease shall be in writing and shall be (a) mailed byfirst class, United States Mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address specified in the BasicLease Information, (b) hand-delivered to the intended addressee, (c) sent by a nationally recognized overnight courier service, or (d) sent by facsimiletransmission during normal business hours followed by a confirmatory letter sent in another manner permitted hereunder. All notices shall be effective upondelivery (which, in the case of delivery by facsimile transmission, shall be deemed to occur at the time of delivery indicated on the electronic confirmation ofthe facsimile so long as the confirmatory letter referenced above is sent) to the address of the addressee (even if such addressee refuses delivery thereof). Theparties hereto may change their addresses by giving notice thereof to the other in conformity with this provision.25.7Separability. If any clause or provision of this Lease is illegal, invalid, or unenforceable under present or future laws, thenthe remainder of this Lease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause orprovision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable.25.8Amendments; Binding Effect; No Electronic Records. This Lease may not be amended except by instrument in writingsigned by Landlord and Tenant. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing signed byLandlord, and no custom or practice which may evolve between the parties in the administration of the terms hereof shall waive or diminish the right ofLandlord to insist upon the performance by Tenant in strict accordance with the terms hereof. Landlord and Tenant hereby agree not to conduct thetransactions or communications contemplated by this Lease by electronic means, except by facsimile transmission as specifically set forth in Section 25.6 orelectronic signatures as specifically set forth in Section 25.9; nor shall the use of the phrase “in writing” or the word “written” be construed to includeelectronic communications except by facsimile transmissions as specifically set forth in Section 25.6 and other electronic signatures as specifically set forthin Section 25.9. The terms and conditions contained in this Lease shall inure to the benefit of and be binding upon the parties hereto, and upon theirrespective successors in17 interest and legal representatives, except as otherwise herein expressly provided. This Lease is for the sole benefit of Landlord and Tenant, and, other thanLandlord’s Mortgagee, no third party shall be deemed a third party beneficiary hereof.25.9Counterparts. This Lease (and amendments to this Lease) may be executed in any number of counterparts, each of whichshall be deemed to be an original, and all of such counterparts shall constitute one document. To facilitate execution of this Lease, the parties may executeand exchange, by telephone facsimile or electronic mail PDF, counterparts of the signature pages. Signature pages may be detached from the counterparts andattached to a single copy of this Lease to physically form one document.25.10Quiet Enjoyment. Provided Tenant has performed all of its obligations hereunder, Tenant shall peaceably and quietlyhold and enjoy the Premises for the Term, without hindrance from Landlord or any party claiming by, through, or under Landlord, but not otherwise, subjectto the terms and conditions of this Lease and all matters of record as of the date of this Lease which are applicable to the Premises.25.11No Merger. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any partthereof 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 anyinterest in such fee estate.25.12No Offer. The submission of this Lease to Tenant shall not be construed as an offer, and Tenant shall not have any rightsunder this Lease unless Landlord executes a copy of this Lease and delivers it to Tenant.25.13Entire Agreement; No Reliance. This Lease constitutes the entire agreement between Landlord and Tenant regarding thesubject matter hereof and supersedes all oral statements and prior writings relating thereto. Except for those set forth in this Lease, no representations,warranties, or agreements have been made by Landlord or Tenant to the other with respect to this Lease or the obligations of Landlord or Tenant inconnection therewith. Except as otherwise provided herein, no subsequent alteration, amendment, change or addition to this Lease shall be binding unless inwriting and signed by Landlord and Tenant. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to theinterpretation of this Lease or any exhibits or amendments hereto. Further, Tenant disclaims any reliance upon any and all representations, warranties oragreements not expressly set forth in this Lease.25.14Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TENANT (ON BEHALF OF ITSELF ANDITS RESPECTIVE SUCCESSORS, ASSIGNS AND SUBTENANTS) AND LANDLORD EACH, AFTER CONSULTATION WITH COUNSEL, KNOWINGLYWAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OFOR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTIONHEREWITH OR THE TRANSACTIONS RELATED HERETO.25.15Governing Law. This Lease shall be governed by and construed in accordance with the laws of the state in which thePremises are located.25.16Recording. Tenant shall not record this Lease or any memorandum of this Lease without the prior written consent ofLandlord, which consent may be withheld or denied in the sole and absolute discretion of Landlord, and any recordation by Tenant shall be a material breachof this Lease. Tenant grants to Landlord a power of attorney to execute and record a release releasing any such recorded instrument of record that wasrecorded without the prior written consent of Landlord, which power is coupled with an interest and is irrevocable.25.17Water or Mold Notification. To the extent Tenant or its agents or employees discover any water leakage, water damageor mold in or about the Premises or Project, Tenant shall promptly notify Landlord thereof in writing.25.18Joint and Several Liability. If Tenant consists of more than one party (or if Tenant permits any other party to occupy thePremises), each such party shall be jointly and severally liable for Tenant’s obligations under this Lease. All unperformed obligations of Tenant hereundernot fully performed at the end of the Term shall survive the end of the Term, including payment obligations with respect to Rent and all obligationsconcerning the condition and repair of the Premises.25.19Financial Reports. If Tenant is an entity that is domiciled in the United States of America, and whose securities arefunded through a public securities exchange subject to regulation by the United States of America publicly traded over exchanges based in the United Statesand whose financial statements are readily available at no cost to Landlord, the terms of this Section 25.19 shall not apply. Otherwise, within 15 days afterLandlord’s request, Tenant will furnish Tenant’s most recent audited financial statements (including any notes to them) to Landlord, or, if no such auditedstatements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountantor, failing those, Tenant’s internally prepared financial statements. Tenant will discuss its financial statements with Landlord and, following the occurrence ofan18 Event of Default hereunder, will give Landlord access to Tenant’s books and records in order to enable Landlord to verify the financial statements. Landlordwill not disclose any aspect of Tenant’s financial statements that Tenant designates to Landlord as confidential except (a) to Landlord’s Mortgagee orprospective mortgagees or purchasers of the Building, (b) in litigation between Landlord and Tenant, and/or (c) if required by Law or court order. Tenantshall not be required to deliver the financial statements required under this Section 25.19 more than once in any 12-month period unless requested byLandlord’s Mortgagee or a prospective buyer or lender of the Building or an Event of Default occurs.25.20Landlord’s Fees. Whenever Tenant requests Landlord to take any action not required of Landlord hereunder or give anyconsent required or permitted under this Lease, Tenant will reimburse Landlord for Landlord’s reasonable, out-of-pocket costs payable to third parties andincurred by Landlord in reviewing and taking the proposed action or consent, including reasonable engineers’ or architects’ fees and reasonable attorneys’fees (including amounts allocated by Landlord to Landlord’s in-house counsel as well as fees and expenses charged by outside counsel engaged byLandlord), within 30 days after Landlord’s delivery to Tenant of a statement of such costs. Tenant will be obligated to make such reimbursement withoutregard to whether Landlord consents to any such proposed action.25.21Telecommunications. Tenant and its telecommunications companies, including local exchange telecommunicationscompanies and alternative access vendor services companies, shall have no right of access to and within the Building, for the installation and operation oftelecommunications systems, including voice, video, data, Internet, and any other services provided over wire, fiber optic, microwave, wireless, and any othertransmission systems (“Telecommunications Services”), for part or all of Tenant’s telecommunications within the Building and from the Building to anyother location unless Landlord has previously reviewed and approved all plans, specifications and contracts pertaining to telecommunication service entrypoints, and any documents to which Landlord is a party or which may encumber the Project, which consent will not be unreasonably withheld. All providersof Telecommunications Services shall be required to comply with the rules and regulations of the Project, applicable Laws and Landlord’s policies andpractices for the Project, and shall be required, at Landlord’s election, to enter into a license agreement with Landlord to confirm and approve items such as,without limitation, the proposed location (and labeling requirements) of wiring, cabling, fiber lines, points of demarcation, entry into the Project, insurancerequirements and the like. Tenant acknowledges that Landlord shall not be required to provide or arrange for any Telecommunications Services and thatLandlord shall have no liability to any Tenant Party in connection with the installation, operation or maintenance of Telecommunications Services or anyequipment or facilities relating thereto. Tenant, at its cost and for its own account, shall be solely responsible for obtaining all Telecommunications Services.25.22Confidentiality. Tenant acknowledges that the terms and conditions of this Lease are to remain confidential forLandlord’s benefit, and may not be disclosed by Tenant to anyone, by any manner or means, directly or indirectly, without Landlord’s prior written consent;however, Tenant may disclose the terms and conditions of this Lease to its attorneys, accountants, employees and existing or prospective financial partners,or if required by Law or court order, provided all parties to whom Tenant is permitted hereunder to disclose such terms and conditions are advised by Tenantof the confidential nature of such terms and conditions and agree to maintain the confidentiality thereof (in each case, prior to disclosure). Tenant shall beliable for any disclosures made in violation of this Section by Tenant or by any entity or individual to whom the terms of and conditions of this Lease weredisclosed or made available by Tenant. The consent by Landlord to any disclosures shall not be deemed to be a waiver on the part of Landlord of anyprohibition against any future disclosure.25.23Authority. Tenant (if a corporation, partnership or other business entity) hereby represents and warrants to Landlord thatTenant is and will remain during the Term a duly formed and existing entity qualified to do business in the state in which the Premises are located, thatTenant has full right and authority to execute and deliver this Lease, and that each person signing on behalf of Tenant is authorized to do so, and thatTenant’s organizational identification number assigned by the Delaware Secretary of State is 4418483. Landlord hereby represents and warrants to Tenantthat Landlord is a duly formed and existing entity qualified to do business in the state in which the Premises are located, that Landlord has full right andauthority to execute and deliver this Lease, and that each person signing on behalf of Landlord is authorized to do so.25.24Hazardous Materials. The term “Hazardous Materials” means any substance, material, or waste which is now orhereafter classified or considered to be hazardous, toxic, or dangerous under any Law relating to pollution or the protection or regulation of human health,natural resources or the environment, or poses or threatens to pose a hazard to the health or safety of persons on the Premises or in the Project. No TenantParty shall use, generate, store or Release (defined below), or permit the use, generation, storage or Release of Hazardous Materials on or about the Premises orthe Project except in a manner and quantity necessary for the ordinary performance of Tenant’s business, and then in compliance with all Laws and in areasonable and prudent manner. As used herein, “Release” means depositing, spilling, leaking, pumping, pouring, emitting, emptying, discharging,injecting, escaping, leaching, dumping or disposing. If any Tenant Party breaches its obligations under this Section 25.24, Landlord may immediately takeany and all action reasonably appropriate to remedy the same, including taking all appropriate action to clean up or remediate any contamination resultingfrom such Tenant Party’s use, generation, storage or disposal of Hazardous Materials. Tenant shall defend, indemnify, and hold harmless Landlord and itsrepresentatives and agents from and against any and all claims, demands, liabilities, causes of action, suits, judgments, damages and expenses (includingreasonable attorneys’ fees and cost of clean up and remediation) arising from any Tenant19 Party’s failure to comply with the provisions of this Section 25.24. This indemnity provision is intended to allocate responsibility between Landlord andTenant under environmental Laws and shall survive termination or expiration of this Lease.25.25List of Exhibits. All exhibits and attachments attached hereto are incorporated herein by this reference.Exhibit A - Outline of PremisesExhibit B - Description of the LandExhibit C - Building Rules and RegulationsExhibit D - Tenant Finish-Work: Allowance (Landlord Performs the Work)Exhibit E - Form of Confirmation of Commencement Date LetterExhibit F - Form of Tenant Estoppel CertificateExhibit G - ParkingExhibit H - Renewal Option25.26Determination of Charges. Landlord and Tenant agree that each provision of this Lease for determining charges andamounts payable by Tenant (including provisions regarding Additional Rent) is commercially reasonable and, as to each such charge or amount, constitutesa statement of the amount of the charge or a method by which the charge is to be computed for purposes of Section 93.012 of the Texas Property Code.25.27Prohibited Persons and Transactions. Tenant represents and warrants that neither Tenant nor any of its affiliates, nor anyof their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agentsis, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of ForeignAssets Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) orunder any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons WhoCommit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not Transfer this Lease to, contract with or otherwiseengage in any dealings or transactions or be otherwise associated with such persons or entities.25.28Waiver of Consumer Rights. Tenant hereby waives all its rights under the Texas Deceptive Trade Practices - ConsumerProtection Act, Section 17.41 et seq. of the Texas Business and Commerce Code, a law that gives consumers special rights and protections. After consultationwith an attorney of Tenant’s own selection, Tenant voluntarily adopts this waiver.26.Other Provisions.26.1Beneficial Occupancy Period. Tenant may enter the Premises upon Substantial Completion of the Premises to conductbusiness therein, provided that prior to any such entry Tenant shall deliver to Landlord evidence the insurance required under Section 11.1 of this Lease hasbeen obtained. Any such entry shall be on the terms of this Lease, but no Basic Rent, Operating Costs or Taxes under Section 4.2 of this Lease shall accrueduring the period Tenant so enters the Premises prior to the Commencement Date. However, Tenant shall pay Tenant’s Proportionate Share of Electrical Costsduring such period, notwithstanding anything else in this Lease. Tenant shall conduct its activities therein at its risk and expense.26.2Signage. Landlord shall install, as part of the Work, Building-standard signage outside of the Premises and includeTenant’s information in any Building directory located in the lobby of the Building.27.Temporary Space.27.1Lease Grant; Term; Acceptance; Insurance. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord,on all of the terms and conditions of this Lease (except as otherwise set forth in this Section 27), Suite 749E in the Building containing approximately 2,082rentable square feet and depicted on Exhibit I (the “Temporary Space”). The lease term for the Temporary Space shall commence on the full execution ofthis Lease, and expire on the Commencement Date (the “Temporary Space Term”). Tenant accepts the Temporary Space in its “AS-IS” condition on thedate this Lease is entered into, and Landlord shall have no obligation to perform any demolition or tenant-finish work therein. Prior to Tenant’s occupancy ofthe Temporary Space, Tenant shall deliver to Landlord evidence that the insurance required under Section 11.1 of this Lease has been obtained.27.2Terms Applied to Temporary Space. All terms and provisions of this Lease shall be applicable to the Temporary Space,including Section 11 (Insurance; Waivers; Subrogation; Indemnity), except that Tenant shall not be entitled to any allowances, rent credits or abatements,expansion rights or renewal rights with respect to the Temporary Space unless such concessions or rights are specifically provided for herein with respect tothe Temporary Space.20 27.3Basic Rent; Additional Rent; Tenant’s Proportionate Share. During the Temporary Space Term, Tenant shall not paymonthly Basic Rent or, except as provided below, Additional Rent for the Temporary Space. However, Tenant shall be required to pay Tenant’s proportionateshare (based on the rentable square feet in the Temporary Space) of Electrical Costs during the Temporary Space Term.27.4Landlord’s Right to Relocate. Landlord may relocate Tenant within the Project to space which is comparable in size,utility and condition to the Temporary Space, at Tenant’s cost and expense, effective as of the date (the “Move-Out Date”) 30 days after Landlord providesto Tenant written notice thereof. If Landlord relocates Tenant as permitted by this Section 27.4, then Tenant shall vacate and surrender the Temporary Spacein the condition required under this Lease and remove all of Tenant’s property from the Temporary Space by the Move-Out Date. If Tenant fails to so vacatethe Temporary Space, the Tenant shall be a holdover tenant with respect thereto pursuant to Section 22 of this Lease (and shall pay to Landlord, in additionto all other Rent, Basic Rent with respect to the Temporary Space in an amount equal to 200% of the monthly Rent payable by Tenant during the first fullcalendar month of the Term disregarding, for the purposes of such calculation, any abatement of Rent granted in this Lease).27.5Surrender of Temporary Space Upon Commencement Date. Within two days after the Commencement Date, Tenantshall vacate and surrender the Temporary Space in the condition required under this Lease and relocate to the Premises, failing which Tenant shall be aholdover tenant with respect to the Temporary Space pursuant to Section 22 of this Lease (and shall pay to Landlord, in addition to all other Rent, Basic Rentwith respect to the Temporary Space in an amount equal to 200% of the monthly Rent payable by Tenant during the first full calendar month of the Termdisregarding, for the purposes of such calculation, any abatement of Rent granted in this Lease) and Tenant shall pay to Landlord Rent with respect to thePremises in accordance with this Lease.27.6Right to Market Temporary Space. Landlord shall have the right, upon reasonable prior notice (which notice may beverbal or by electronic mail) to Tenant, to enter the Temporary Space at all reasonable hours to show the Temporary Space to prospective tenants.[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]21 LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDEDCOMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THEPREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDEDHEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANYBREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.This Lease is executed as of the Lease Date (as defined in the Basic Lease Information). LANDLORD:SP MILLENNIUM CENTER, L.P., a Delaware limited partnership By:SP Millennium Center GP, L.L.C., a Delaware limited liability company, itsgeneral partner By:\s\ Darla Szalla Name:DARLA SZALLA Title:VICE PRESIDENT By:\s\ Mark Zikakis Name:MARK ZIKAKIS Title:VICE PRESIDENT TENANT:MIMECAST NORTH AMERICA, INC., a Delaware corporation By:\s\ Peter Fondini Name:Peter Fondini Title:Corporate Controller, North America 22 EXHIBIT AOUTLINE OF PREMISES A-1 EXHIBIT BDESCRIPTION OF THE LANDBEING a tract of land out of the McKinney and Williams Survey, Abstract No. 1056 in the City of Irving, Dallas County, Texas, and being all of the LasColinas Urban Center Eighteenth Installment, an addition to the City of Irving, Texas according to the plat thereof recorded in Volume 81154, Page 2524 ofthe Deed Records of Dallas County, Texas. B-1 EXHIBIT CBUILDING RULES AND REGULATIONSThe following rules and regulations shall apply to the Premises, the Building, any parking garage or other parking lot or facility associatedtherewith, and the appurtenances thereto:1.Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by tenants or used by any tenant forpurposes other than ingress and egress to and from their respective leased premises and for going from one to another part of the Building. The halls,passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and Landlord shall, in all cases, retain the right tocontrol and prevent access thereto by all persons whose presence in the judgment of Landlord, reasonably exercised, shall be prejudicial to the safety,character, reputation and interests of the Project. No Tenant Party shall go upon the roof of the Project.2.Plumbing, fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or otherunsuitable material shall be thrown or deposited therein. Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents, employeesor invitees, shall be paid by such tenant.3.No signs, advertisements or notices (other than those that are not visible outside the Premises) shall be painted or affixed on or to anywindows or doors or other part of the Building without the prior written consent of Landlord. No nails, hooks or screws (other than those which are necessaryto hang paintings, prints, pictures, or other similar items on the Premises’ interior walls) shall be driven or inserted in any part of the Building except byBuilding maintenance personnel. No curtains or other window treatments shall be placed between the glass and the Building standard window treatments.4.Landlord shall provide all door locks at the entry of each tenant’s leased premises, at the cost of such tenant, and no tenant shall placeany additional door locks in its leased premises without Landlord’s prior written consent. Landlord shall furnish to each tenant a reasonable number of keysand/or access cards to such tenant’s leased premises, at such tenant’s cost, and no tenant shall make a duplicate thereof. Replacement keys and/or access cardsshall be provided on a reasonable basis and at Tenant’s cost.5.Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by tenants of any bulky material,merchandise or materials which require use of elevators or stairways, or movement through the Building entrances or lobby shall be conducted underLandlord’s supervision at such times and in such a manner as Landlord may reasonably require. Each tenant assumes all risks of and shall be liable for alldamage to articles moved and injury to persons or public engaged or not engaged in such movement, including equipment, property and personnel ofLandlord if damaged or injured as a result of acts in connection with carrying out this service for such tenant.6.Landlord may prescribe weight limitations and determine the locations for safes and other heavy equipment or items, which shall in allcases be placed in the Building so as to distribute weight in a manner acceptable to Landlord which may include the use of such supporting devices asLandlord may require. All damages to the Building caused by the installation or removal of any property of a tenant, or done by a tenant’s property while inthe Building, shall be repaired at the expense of such tenant.7.Corridor doors, when not in use, shall be kept closed. Nothing shall be swept or thrown into the corridors, halls, elevator shafts orstairways. No bicycles, birds or animals (other than seeing-eye dogs) shall be brought into or kept in, on or about any tenant’s leased premises. No portion ofany tenant’s leased premises shall at any time be used or occupied as sleeping or lodging quarters.8.Tenant shall cooperate with Landlord’s employees in keeping its leased premises neat and clean. Tenants shall not employ any personfor the purpose of such cleaning other than the Building’s cleaning and maintenance personnel.9.To ensure orderly operation of the Building, no ice, mineral or other water, towels, newspapers, etc. shall be delivered to any leased areaexcept by persons approved by Landlord.10.Tenant shall not make or permit any vibration or improper, objectionable or unpleasant noises or odors in the Building or otherwiseinterfere in any way with other tenants or persons having business with them.11.No machinery or appliances of any kind (other than normal office equipment and normal break room appliances) shall be operated byany tenant on its leased area without Landlord’s prior written consent, nor shall any tenant use or keep in the Building any flammable or explosive fluid orsubstance (other than typical office supplies [e.g., photocopier toner] used in compliance with all Laws).C-1 12.Landlord will not be responsible for lost or stolen personal property, money or jewelry from tenant’s leased premises or public orcommon areas regardless of whether such loss occurs when the area is locked against entry or not.13.No vending or dispensing machines of any kind may be maintained in any leased premises without the prior written permission ofLandlord.14.Tenant shall not conduct any activity on or about the Premises or Building which will draw pickets, demonstrators, or the like.15.All vehicles are to be currently licensed, in good operating condition, parked for business purposes having to do with Tenant’sbusiness operated in the Premises, parked within designated parking spaces, one vehicle to each space. No vehicle shall be parked as a “billboard” vehicle inthe parking lot. Any vehicle parked improperly may be towed away. Tenant, Tenant’s agents, employees, vendors and customers who do not operate or parktheir vehicles as required shall subject the vehicle to being towed at the expense of the owner or driver. Landlord may place a “boot” on the vehicle toimmobilize it and may levy a charge of $50.00 to remove the “boot.” Tenant shall indemnify, hold and save harmless Landlord of any liability arising fromthe towing or booting of any vehicles belonging to a Tenant Party.16.No tenant may enter into phone rooms, electrical rooms, mechanical rooms, or other service areas of the Building unless accompaniedby Landlord or the Building manager.17.Tenant will not permit any Tenant Party to bring onto the Project any handgun, firearm or other weapons of any kind, illegal drugs or,unless expressly permitted by Landlord in writing, alcoholic beverages.18.Tenant shall not permit any Tenant Party to smoke in the Premises or anywhere else on the Project, except in any Landlord-designatedsmoking area outside the Building. Tenant shall cooperate with Landlord in enforcing this prohibition and use its best efforts in supervising each TenantParty in this regard.19.Tenant shall not allow any Tenant Party to use any type of portable space heater in the Premises or the Building.20.Only artificial holiday decorations may be placed in the Premises, no live or cut trees or other real holiday greenery may be maintainedin the Premises or the Building.21.Tenant shall not park or operate any semi-trucks or semi-trailers in the parking areas associated with the Building.22.Tenant shall cooperate fully with Landlord to assure the most effective operation of the Premises or the Project’s heating and airconditioning, and shall refrain from attempting to adjust any controls, other than room thermostats installed for Tenant’s use. Tenant shall keep corridordoors closed and shall turn off all lights before leaving the Project at the end of the day.23.Without the prior written consent of Landlord, Tenant shall not use the name of the Project or any picture of the Project in connectionwith, or in promoting or advertising the business of, Tenant, except Tenant may use the address of the Project as the address of its business.24.Tenant shall not exhibit, sell or offer for sale, rent or exchange in the Premises or at the Project any article, thing or service to thegeneral public or anyone other than Tenant’s employees without the prior written consent of Landlord.25.Tenant shall ensure that all portions of the leased premises visible from any interior Building common areas are lighted at all timesduring normal business hours regardless whether the leased premises are occupied. C-2 EXHIBIT DTENANT FINISH-WORK; ALLOWANCE(Landlord Performs the Work)1.Acceptance of Premises. Except as set forth in this Exhibit, Tenant accepts the Premises in their “AS-IS” condition on the date that thisLease is entered into.2.Space Plans.2.1Preparation and Delivery. Within two business days after Tenant’s execution of this Lease, Tenant shall meet withInterprise Design or another design consultant selected by Landlord (the “Architect”) to discuss the nature and extent of all improvements that Tenantproposes to install in the Premises and, at such meeting, provide the Architect with all necessary data and information needed by the Architect to prepareinitial space plans therefor as required by this paragraph. On or before the tenth day following the date that Tenant meets with Architect, Landlord shalldeliver to Tenant a space plan prepared by the Architect depicting improvements to be installed in the Premises (the “Space Plans”).2.2Approval Process. Tenant shall notify Landlord whether it approves of the submitted Space Plans within three businessdays after Landlord’s submission thereof. If Tenant disapproves of such Space Plans, then Tenant shall notify Landlord thereof specifying in reasonabledetail the reasons for such disapproval, in which case Landlord shall, within three business days after such notice, revise such Space Plans in accordance withTenant’s objections and submit to Tenant for its review and approval. Tenant shall notify Landlord in writing whether it approves of the resubmitted SpacePlans within one business day after its receipt thereof. This process shall be repeated until the Space Plans have been finally approved by Tenant andLandlord. If Tenant fails to notify Landlord that it disapproves of the initial Space Plans within three business days (or, in the case of resubmitted SpacePlans, within one business day) after the submission thereof, then Tenant shall be deemed to have approved the Space Plans in question.3.Working Drawings.3.1Preparation and Delivery. On or before the date which is 15 days following the date on which the Space Plans are approved(or deemed approved) by Tenant and Landlord, Landlord shall cause to be prepared final working drawings of all improvements to be installed in thePremises and deliver the same to Tenant for its review and approval (which approval shall not be unreasonably withheld, delayed or conditioned). Suchworking drawings shall be prepared by the Architect or another design consultant selected by Landlord (whose fee shall be included in the TotalConstruction Costs [defined below]).3.2Approval Process. Tenant shall notify Landlord whether it approves of the submitted working drawings within threebusiness days after Landlord’s submission thereof. If Tenant disapproves of such working drawings, then Tenant shall notify Landlord thereof specifying inreasonable detail the reasons for such disapproval, in which case Landlord shall, within five business days after such notice, revise such working drawings inaccordance with Tenant’s objections and submit the revised working drawings to Tenant for its review and approval. Tenant shall notify Landlord in writingwhether it approves of the resubmitted working drawings within one business day after its receipt thereof. This process shall be repeated until the workingdrawings have been finally approved by Landlord and Tenant. If Tenant fails to notify Landlord that it disapproves of the initial working drawings withinthree business days (or, in the case of resubmitted working drawings, within one business day) after the submission thereof, then Tenant shall be deemed tohave approved the working drawings in question. Any delay caused by Tenant’s unreasonable withholding of its consent or delay in giving its writtenapproval as to such working drawings shall constitute a Tenant Delay Day (defined below). If the working drawings are not fully approved (or deemedapproved) by both Landlord and Tenant by the 15th business day after the delivery of the initial draft thereof to Tenant, then each day after such time periodthat such working drawings are not fully approved (or deemed approved) by both Landlord and Tenant shall constitute a Tenant Delay Day.3.3Landlord’s Approval; Performance of Work. If any of Tenant’s proposed construction work will affect the Building’sStructure or the Building’s Systems, then the working drawings pertaining thereto must be approved by the Building’s engineer of record. Landlord’sapproval of such working drawings shall not be unreasonably withheld, provided that (a) they comply with all Laws, (b) the improvements depicted thereondo not (1) adversely affect (in the reasonable discretion of Landlord) the Building’s Structure or the Building’s Systems (including the Project’s restrooms ormechanical rooms), or (2) affect (in the sole discretion of Landlord) (A) the exterior appearance of the Project, (B) the appearance of the Project’s commonareas or elevator lobby areas or (C) the provision of services to other occupants of the Project, (c) such working drawings are sufficiently detailed to allowconstruction of the improvements and associated work in a good and workmanlike manner, and (d) the improvements depicted thereon conform to the rulesand regulations promulgated from time to time by Landlord for the construction of tenant improvements (a copy of which has been delivered to Tenant). Asused herein, “Working Drawings” means the final working drawings approved by Landlord,D-1 as amended from time to time by any approved changes thereto, and “Work” means all improvements to be constructed in accordance with and as indicatedon the Working Drawings, together with any work required by governmental authorities to be made to other areas of the Project as a result of theimprovements indicated by the Working Drawings. Landlord’s approval of the Working Drawings shall not be a representation or warranty of Landlord thatsuch drawings are adequate for any use or comply with any Law, but shall merely be the consent of Landlord thereto. Tenant shall, at Landlord’s request, signthe Working Drawings to evidence its review and approval thereof. After the Working Drawings have been approved, Landlord shall cause the Work to beperformed in substantial accordance with the Working Drawings.4.Bidding of Work. Prior to commencing the Work, Landlord shall competitively bid the Work to Metroplex General Contractors, Scott& Reid and John Arnold. If the estimated Total Construction Costs are expected to exceed $20.00 per rentable square foot or 80% of the ConstructionAllowance, Tenant shall be allowed to review the submitted bids from such contractors to value engineer any of Tenant’s requested alterations. In such case,Tenant shall notify Landlord of any items in the Working Drawings that Tenant desires to change within two business days after Landlord’s submissionthereof to Tenant. If Tenant fails to notify Landlord of its election within such two business day period, Tenant shall be deemed to have approved the bids.Within five business days following Landlord’s submission of the initial construction bids to Tenant under the foregoing provisions (if applicable), Tenantshall have completed all of the following items: (a) finalized with Landlord’s representative and the proposed contractor, the pricing of any requestedrevisions to the bids for the Work, and (b) approved in writing any overage in the Total Construction Costs in excess of the Construction Allowance, failingwhich each day after such five business day period shall constitute a Tenant Delay Day.5.Change Orders. Tenant may initiate changes in the Work. Each such change must receive the prior written approval of Landlord, suchapproval not to be unreasonably withheld or delayed; however, (a) if such requested change would adversely affect (in the reasonable discretion of Landlord)(1) the Building’s Structure or the Building’s Systems (including the Project’s restrooms or mechanical rooms), (2) the exterior appearance of the Project, or(3) the appearance of the Project’s common areas or elevator lobby areas, or (b) if any such requested change might delay the Commencement Date, Landlordmay withhold its consent in its sole and absolute discretion. Landlord shall, upon completion of the Work, cause to be prepared accurate architectural,mechanical, electrical and plumbing “as-built” plans of the Work as constructed in both blueprint and electronic CADD format, which plan shall beincorporated into this Exhibit D by this reference for all purposes. If Tenant requests any changes to the Work described in the Space Plans or the WorkingDrawings, then such increased costs and any additional design costs incurred in connection therewith as the result of any such change shall be added to theTotal Construction Costs.6.Definitions. As used herein, a “Tenant Delay Day” means each day of delay in the performance of the Work that occurs (a) becauseTenant fails to timely furnish any information or deliver or approve any required documents such as the Space Plans or Working Drawings (whetherpreliminary, interim revisions or final), pricing estimates, construction bids, and the like, (b) because of any change by Tenant to the Space Plans or WorkingDrawings, (c) because Tenant fails to attend any meeting with Landlord, the Architect, any design professional, or any contractor, or their respectiveemployees or representatives, as may be required or scheduled hereunder or otherwise necessary in connection with the preparation or completion of anyconstruction documents, such as the Space Plans or Working Drawings, or in connection with the performance of the Work, (d) because of any specificationby Tenant of materials or installations in addition to or other than Landlord’s standard finish-out materials or any materials that are not readily available, or(e) because a Tenant Party otherwise delays completion of the Work. As used herein “Substantial Completion.” “Substantially Completed.” and anyderivations thereof mean the Work in the Premises is substantially completed (as reasonably determined by Landlord) in substantial accordance with theWorking Drawings. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping and mechanicaladjustments remain to be completed by Landlord.7.Walk-Through; Punchlist. When Landlord considers the Work in the Premises to be Substantially Completed, Landlord will notifyTenant and, within three business days thereafter, Landlord’s representative and Tenant’s representative shall conduct a walk-through of the Premises andidentify any necessary touch-up work, repairs and minor completion items that are necessary for final completion of the Work. Neither Landlord’srepresentative nor Tenant’s representative shall unreasonably withhold his or her agreement on punchlist items. Landlord shall use reasonable efforts to causethe contractor performing the Work to complete all punchlist items within 30 days after agreement thereon; however, Landlord shall not be obligated toengage overtime labor in order to complete such items.8.Excess Costs. Tenant shall pay the entire amount by which the Total Construction Costs (hereinafter defined) exceed the ConstructionAllowance (hereinafter defined) (such excess amount being referred to herein as the “Excess Amount”). Upon approval of the Working Drawings andselection of a contractor, Tenant shall promptly (a) execute a work order agreement prepared by Landlord which identifies such drawings and itemizes theTotal Construction Costs and sets forth the Construction Allowance, and (b) pay to Landlord 90% of Landlord’s estimate of the Excess Amount. UponSubstantial Completion of the Work and before Tenant occupies the Premises to conduct business therein, Tenant shall pay to Landlord any remainingunpaid portion of the Excess Amount. In the event of default of payment of any portion of the Excess Amount, Landlord (in addition to all other remedies)shall have the same rights as for an Event of Default under this Lease. As used herein, “Total Construction Costs” means the entire cost of performing theWork, including design of and space planning for the Work and preparation of the Working Drawings and the final “as-built” plan of theD-2 Work, costs of construction labor and materials, electrical usage during construction, additional janitorial services, standard building directory and suitetenant signage, related taxes and insurance costs, licenses, permits, certifications, surveys and other approvals required by Law, and the constructionsupervision fee referenced in Section 11 of this Exhibit.9.Construction Allowance. Landlord shall provide to Tenant a construction allowance not to exceed $25.00 per rentable square foot inthe Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Work, The ConstructionAllowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, and when the costof the Work is actually incurred and paid by Landlord. After the final completion of the Work and a reconciliation by Landlord of the ConstructionAllowance and the Total Construction Costs and provided no default under this Lease then exists and no Event of Default has occurred, Tenant may use anyexcess Construction Allowance (up to a maximum of $5.00 per rentable square foot in the Premises) towards the cost of (a) Tenant’s installation of telephoneand data networks and other moving costs (collectively, the “Moving Costs”) and/or (b) Tenant’s Basic Rent obligations under this Lease by so notifyingLandlord in writing of Tenant’s election. Landlord will reimburse Tenant for the Moving Costs (subject to the cap described above) within 30 business daysafter receiving invoices therefor and supporting documentation reasonably acceptable to Landlord. Following Landlord’s receipt of Tenant’s election toapply the unused portion of the Construction Allowance towards Tenant’s Basic Rent obligations (subject to the cap described above), Landlord shall applysuch excess toward Tenant’s Basic Rent obligation first accruing after such date until such excess is fully exhausted. The Construction Allowance must beused (that is, the Work must be fully complete and the Construction Allowance disbursed) within six months following the Commencement Date or shall bedeemed forfeited with no further obligation by Landlord with respect thereto, time being of the essence with respect thereto.10.Test-Fit Allowance. Landlord shall provide Tenant a test-fit allowance of $0.10 per rentable square foot in the Premises (the “Test-FitAllowance”). Within 30 business days following the date on which Tenant presents Landlord with an invoice from the Architect and evidence of Tenant’spayment thereof, Landlord shall reimburse Tenant’s actual, out-of-pocket expenses incurred in connection with the Architect with respect to the Work, up toa maximum amount of the Test-Fit Allowance.11.Construction Management. Landlord or its Affiliate or agent shall supervise the Work, make disbursements required to be made to thecontractor, and act as a liaison between the contractor and Tenant and coordinate the relationship between the Work, the Project and the Building’s Systems.In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to five percent of thehard costs incurred as part of the Total Construction Costs (exclusive of the construction supervision fee).12.Construction Representatives. Landlord’s and Tenant’s representatives for coordination of construction and approval of change orderswill be as follows, provided that either party may change its representative upon written notice to the other: Landlord’s Representative:Steve Echols c/o CB Richard Ellis Asset Management222 West Las Colinas Boulevard, Suite 165 Irving, TX 75039 Telephone: 972.830.3205 Facsimile: 972.702.8315 Tenant’s Representative:[ c/o Telephone: • • Facsimile: • • ]13.Miscellaneous. To the extent not inconsistent with this Exhibit, Sections 8.1 and 21 of this Lease shall govern the performance of theWork and Landlord’s and Tenant’s respective rights and obligations regarding the improvements installed pursuant thereto. D-3 EXHIBIT ECONFIRMATION OF COMMENCEMENT DATE , 201 Mimecast North America, Inc.222 West Las Colinas Boulevard, Suite 1950NIrving, Texas 75039 Re:Lease Agreement (the “Lease”) dated January 4, 2013, between SP MILLENNIUM CENTER, L.P., a Delaware limited partnership(“Landlord”), and MIMECAST NORTH AMERICA, INC., a Delaware corporation (“Tenant”). Capitalized terms used herein but notdefined shall be given the meanings assigned to them in the Lease.Ladies and Gentlemen:Landlord and Tenant agree as follows:1.Condition of Premises. Tenant has accepted possession of the Premises pursuant to the Lease. Any improvements required by the termsof the Lease to be made by Landlord have been completed to the full and complete satisfaction of Tenant in all respects except for the punchlist itemsdescribed on Exhibit A hereto (the “Punchlist Items”), and except for such Punchlist Items, Landlord has fulfilled all of its duties under the Lease withrespect to such initial tenant improvements. Furthermore, Tenant acknowledges that the Premises are suitable for the Permitted Use.2.Commencement Date. The Commencement Date of the Lease is , 201 .3.Expiration Date. The Term is scheduled to expire on , 20 , which is the last day of the 65th full calendar month following theCommencement Date.4.Contact Person. Tenant’s contact person in the Premises is:Mimecast North America, Inc.222 West Las Colinas Boulevard, Suite 1950NIrving, Texas 75039Attention: Marcus ConroyTelephone: 972.971.7944Facsimile: • • 5.Ratification. Tenant hereby ratifies and confirms its obligations under the Lease, and represents and warrants to Landlord that it has nodefenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and in full forceand effect, and (b) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arisingout of any other transaction between Landlord and Tenant.6.Binding Effect; Governing Law. Except as modified hereby, the Lease shall remain in full effect and this letter shall be binding uponLandlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this letter and the terms of theLease, the terms of this letter shall prevail. This letter shall be governed by the laws of the state in which the Premises are located.E-1 Please indicate your agreement to the above matters by signing this letter in the space indicated below and returning an executed original to us. Sincerely, CBRE, INC., on behalf of Landlord By: Name: Title: Agreed and accepted: MIMECAST NORTH AMERICA, INC., a Delawarecorporation By: Name: Title: E-2 EXHIBIT APUNCHLIST ITEMSPlease insert any punchlist items that remain to be performed by Landlord. If no items are listed below by Tenant, none shall be deemed to exist. E-3 EXHIBIT FFORM OF TENANT ESTOPPEL CERTIFICATEThe undersigned is the Tenant under the Lease (defined below) between , a , as Landlord, and theundersigned as Tenant, for the Premises on the floor(s) of the building located at , and commonly known as , and hereby certifies as follows:1.The Lease consists of the original Lease Agreement dated as of , 20 , between Tenant and Landlord [‘spredecessor-in-interest] and the following amendments or modifications thereto (if none, please state “none”): The documents listed above are herein collectively referred to as the “Lease” and represent the entire agreement between the parties with respect to thePremises. All capitalized terms used herein but not defined shall be given the meaning assigned to them in the Lease.2.The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Section 1above,3.The Term commenced on , 20 , and the Term expires, excluding any renewal options, on , 20 , andTenant has no option to purchase all or any part of the Premises or the Building or, except as expressly set forth in the Lease, any option to terminate orcancel the Lease.4.Tenant currently occupies the Premises described in the Lease and Tenant has not transferred, assigned, or sublet any portion of thePremises nor entered into any license or concession agreements with respect thereto except as follows (if none, please state “none”): 5.All monthly installments of Basic Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paidwhen due through . The current monthly installment of Basic Rent is $ .6.All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord isnot in default thereunder. In addition, Tenant has not delivered any notice to Landlord regarding a default by Landlord thereunder.7.As of the date hereof, there are no existing defenses or offsets, or, to Tenant’s knowledge, claims or any basis for a claim, that Tenant hasagainst Landlord and no event has occurred and no condition exists, which, with the giving of notice or the passage of time, or both, will constitute a defaultunder the Lease.8.No rental has been paid more than 30 days in advance and no security deposit has been delivered to Landlord except as provided in theLease.9.If Tenant is a corporation, partnership or other business entity, each individual executing this Estoppel Certificate on behalf of Tenanthereby represents and warrants that Tenant is and will remain during the Term a duly formed and existing entity qualified to do business in the state in whichthe Premises are located and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf ofTenant is authorized to do so.10.There are no actions pending against Tenant under any bankruptcy or similar laws of the United States or any state.11.Other than in compliance with all applicable laws and incidental to the ordinary course of the use of the Premises, Tenant has not usedor stored any hazardous substances in the Premises.F-1 12.All tenant improvement work to be performed by Landlord under the Lease has been completed in accordance with the Lease and hasbeen accepted by Tenant and all reimbursements and allowances due to Tenant under the Lease in connection with any tenant improvement work have beenpaid in full.Tenant acknowledges that this Estoppel Certificate may be delivered to Landlord, Landlord’s Mortgagee or to a prospective mortgagee orprospective purchaser, and their respective successors and assigns, and acknowledges that Landlord, Landlord’s Mortgagee and/or such prospectivemortgagee or prospective purchaser will be relying upon the statements contained herein in disbursing loan advances or making a new loan or acquiring theproperty of which the Premises are a part and that receipt by it of this certificate is a condition of disbursing loan advances or making such loan or acquiringsuch property.Executed as of , 20 . TENANT: , a By: Name: Title: F-2 EXHIBIT GPARKINGTenant shall be provided a total of ten parking access cards permitting Tenant to use up to ten unreserved parking spaces in the parking facilitiesassociated with the Building (the “Parking Area”) subject to such terms, conditions and regulations as are from time to time applicable to patrons of theParking Area. Regardless of whether Tenant elects to use such parking spaces, Tenant shall pay to Landlord, contemporaneously with the payment of BasicRent, parking rent (plus all applicable taxes) during the initial Term equal to $50.00 per unreserved parking space per month.Notwithstanding the foregoing, Tenant’s obligation to pay the above rates for such unreserved parking spaces shall be abated for the first 36months of the Term, e.g., if the Commencement Date is March 15, 2013, parking rent shall be abated until March 14, 2016. Commencing with the first dayafter the end of the abatement period referred to above, Tenant shall pay the above rates for such parking spaces.Tenant shall at all times comply with all Laws respecting the use of the Parking Area. Landlord reserves the right to adopt, modify, and enforcereasonable rules and regulations governing the use of the Parking Area from time to time including designation of assigned parking spaces, requiring use ofany key-card, sticker, or other identification or entrance systems and charging a fee for replacement of any such key-card sticker or other item used inconnection with any such system and hours of operations. Landlord may refuse to permit any person who violates such rules and regulations to park in theParking Area, and any violation of the rules and regulations shall subject the car to removal from the Parking Area.Tenant may validate visitor parking by such method or methods as Landlord may approve, at the validation rate from time to time generallyapplicable to visitor parking. Unless specified to the contrary above, the parking spaces provided hereunder shall be provided on an unreserved, “first-come,first served” basis. Tenant acknowledges that Landlord has arranged or may arrange for the Parking Area to be operated by an independent contractor, notaffiliated with Landlord.All motor vehicles (including all contents thereof) shall be parked in the Parking Area at the sole risk of Tenant and each other Tenant Party, itbeing expressly agreed and understood Landlord has no duty to insure any of said motor vehicles (including the contents thereof), and Landlord is notresponsible for the protection and security of such vehicles. If, for any reason, Landlord is unable to provide all or any portion of the parking spaces to whichTenant is entitled hereunder, then Tenant’s obligation to pay for such parking spaces shall be abated for so long as Tenant does not have the use thereof; thisabatement shall be in full settlement of all claims that Tenant might otherwise have against Landlord because of Landlord’s failure or inability to provideTenant with such parking spaces. Landlord shall not be responsible for enforcing Tenant’s parking rights against any third parties. NOTWITHSTANDINGANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, LANDLORD SHALL HAVE NO LIABILITY WHATSOEVER FOR ANYPROPERTY DAMAGE OR LOSS WHICH MIGHT OCCUR ON THE PARKING AREA OR AS A RESULT OF OR IN CONNECTION WITH THEPARKING OF MOTOR VEHICLES IN ANY OF THE PARKING SPACES. G-1 EXHIBIT HRENEWAL OPTIONTenant may renew this Lease for one additional period of five years, by delivering written notice of the exercise thereof to Landlord not earlier than15 months nor later than 12 months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be theprevailing rental rate (the “Prevailing Rental Rate”) at the commencement of such extended Term, for renewals of space in the Building of equivalentquality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account. Within 30 days afterreceipt of Tenant’s notice to renew, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and shall advise Tenant of the requiredadjustment to Basic Rent, if any, and the other terms and conditions offered. Tenant shall, within five days after receipt of Landlord’s notice, notify Landlordin writing whether Tenant accepts or rejects Landlord’s determination of the Prevailing Rental Rate, If Tenant timely notifies Landlord that Tenant acceptsLandlord’s determination of the Prevailing Rental Rate, then, on or before the commencement date of the extended Term, Landlord and Tenant shall executean amendment to this Lease extending the Term on the same terms and conditions provided in this Lease, except as follows:(a)Basic Rent shall be adjusted to the Prevailing Rental Rate;(b)Tenant shall have no further renewal option unless expressly granted by Landlord in writing;(c)Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant anyallowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements; and(d)Tenant shall pay for the parking spaces which it is entitled to use at the rates from time to time charged to patrons of theParking Area and/or any other parking area associated with the Building during the extended Term (plus all applicable taxes).If Tenant rejects Landlord’s determination of the Prevailing Rental Rate, or fails to timely notify Landlord in writing that Tenant accepts or rejectsLandlord’s determination of the Prevailing Rental Rate, time being of the essence with respect thereto, Tenant’s rights under this Exhibit shall terminate andTenant shall have no right to renew this Lease.Tenant’s rights under this Exhibit shall terminate, at Landlord’s option, if (a) an Event of Default exists as of the date of Tenant’s exercise of itsrights under this Exhibit or as of the renewal commencement date of the applicable extended Term, (b) this Lease or Tenant’s right to possession of any of thePremises is terminated, (c) Tenant assigns its interest in this Lease or sublets any portion of the Premises, (d) Tenant fails to lease from Landlord and tooccupy at least 2,954 rentable square feet of space, (e) Landlord determines, in its sole but reasonable discretion, that Tenant’s financial condition orcreditworthiness has materially deteriorated since the date of this Lease, or (f) Tenant fails to timely exercise its option under this Exhibit, time being of theessence with respect to Tenant’s exercise thereof. Before Landlord makes a determination under clause (e) to terminate this Exhibit, Landlord shall firstprovide Tenant with a period of 30 days to provide alternative credit support sufficient to address the credit concerns of Landlord. If such alternative creditsupport is provided and acceptable to Landlord, this Exhibit shall remain in full force and effect. H-1 EXHIBIT ITEMPORARY SPACE I-1 AMENDMENT NO. 1This Amendment No. 1 (this “Amendment”) is executed as of March 24, 2016, between AG-PCPI URBAN TOWERS OWNER, L.P., a Delawarelimited partnership (“Landlord”), and MIMECAST NORTH AMERICA, INC., a Delaware corporation (“Tenant”), for the purpose of amending the LeaseAgreement between Landlord’s predecessor-in-interest with respect to the Lease (defined below) and Tenant dated January 4, 2013 (as amended byConfirmation of Commencement Date letter dated April 25, 2013, the “Lease”). Capitalized terms used but not defined herein shall have the meaningsassigned to them in the Lease.RECITALS:Pursuant to the terms of the Lease, Tenant is currently leasing Suite 1950N, consisting of 2,954 rentable square feet of space (the “ExistingPremises”), in the Building located at 222 West Las Colinas Boulevard, Irving, Texas 75039, and commonly known as Urban Towers-North Tower. Tenantdesires to lease the space depicted on Exhibit A hereto, containing approximately 1,388 rentable square feet and commonly known as Suite 1952N (the“Suite 1952N Premises”), and Landlord has agreed to lease such space to Tenant on the terms and conditions contained herein.AGREEMENTS:For valuable consideration, whose receipt and sufficiency are acknowledged, Landlord and Tenant agree as follows:1.Suite 1952N Premises: Tenant’s Proportionate Share; Acceptance. Landlord hereby leases to Tenant, and Tenant hereby leases fromLandlord, the Suite 1952N Premises on the terms and conditions of the Lease, as modified hereby; accordingly, from and after the Suite I952N Effective Date(defined below), the term “Premises” shall refer collectively to the Existing Premises and the Suite 1952N Premises, and Tenant’s Proportionate Share shallbe increased to 0.51%, which is the percentage obtained by dividing the number of rentable square feet in the Premises (4,342) by the number of rentablesquare feet in the Project (848,591). Tenant accepts the Suite 1952N Premises in their “AS-IS” condition and Landlord shall not be required to perform anydemolition work, or tenant finish-work therein or to provide any allowances therefor, except as expressly set forth in Section 7 below. Landlord and Tenantstipulate that the number of rentable square feet in the Existing Premises, the Suite 1952N Premises and the Project are correct.2.Term. The Term is hereby extended such that it expires 5:00 p.m. local time on the last day of the 62nd full calendar month followingthe Suite 1952N Effective Date, rather than October 31, 2018. The Term for the Suite 1952N Premises shall begin on the Suite 1952N Effective Date and shallexpire coterminously with the expiration date with respect to the Existing Premises, unless sooner terminated as a result of a casualty, condemnation ordefault by Tenant as provided in the Lease. Tenant shall continue to have the option to renew the Term as set forth in Exhibit H of the Lease. As used herein,the “Suite 1952N Effective Date” means the earliest of (a) the date on which Tenant occupies any portion of the Suite 1952N Premises and beginsconducting business therein, (b) the date on which the Work (as defined in Exhibit B hereto) in the Suite 1952N Premises is Substantially Completed (asdefined in Exhibit B hereto), or (c) the date on which the Work in the Suite 1952N Premises would have been Substantially Completed but for the occurrenceof any Tenant Delay Days (as defined in Exhibit B hereto). Within ten days following Landlord’s written request therefor, Tenant shall execute and deliver toLandlord a letter substantially in the form of Exhibit C hereto confirming (1) the Suite 1952N Effective Date, (2) that Tenant has accepted the Suite 1952NPremises, and (3) that Landlord has performed all of its obligations with respect to the Suite 1952N Premises (except for punch-list items specified in suchletter); however, the failure of the parties to execute such letter shall not defer the Suite 1952N Effective Date or otherwise invalidate the Lease or thisAmendment.3.Basic Rent. As used below, the term “Lease Month” means each calendar month during the Term beginning on the Suite 1952NEffective Date (and if the Suite 1952N Effective Date does not occur on the first day of a calendar month, the period from the Suite 1952N Effective Date tothe first day of the next calendar month shall be included in the first Lease Month for purposes of determining the duration of the Term and the monthlyBasic Rent rate applicable for such partial month). 1 3.1Suite 1952N Premises. The monthly installments of Basic Rent under the Lease for the Suite 1952N Premises shall be thefollowing amounts for the following periods of time, beginning on the Suite 1952N Effective Date: Lease MonthAnnual Basic Rent Rate PerRentable Square FootMonthly Installments ofBasic Rent for the Suite1952N Premises1 - 14$33.00$3,817.0015 - 26$33.75$3,903.7527 - 38$34.50$3,990.5039 - 50$35.25$4,077.2551 - 62$36.00$4,164.003.2Existing Premises. Lease MonthAnnual Basic Rent Rate PerRentable Square FootMonthly Installments ofBasic Rent for theExisting Premises1 - 6$26.51$6,525.887 - 18$27.01$6,648.9619 - 30$27.51$6,772.0531 - 42$34.50$8,492.7543 - 54$35.25$8,677.3855 - 62$36.00$8,862.003.3Abatement.3.3.1Basic Rent for the Suite 1952N Premises only shall be abated for five calendar months beginning on the Suite1952N Effective Date, e.g., if the Suite 1952N Effective Date is April 28, 2016, Basic Rent shall be abated until September 27, 2016. Commencingwith the first day after the end of this abatement period, Tenant shall make Basic Rent payments for any remaining partial calendar month and onthe first day of the first full calendar month thereafter shall make Basic Rent payments as otherwise provided in the Lease, as amended by thisAmendment.3.3.2Basic Rent for the Existing Premises only shall be abated during Lease Months 31 - 33 after the Suite 1952NEffective Date, e.g., if the Suite 1952N Effective Date is April 28, 2016, Basic Rent shall be abated from November 1, 2017 until January 31, 2018.3.3.3Notwithstanding such abatement of Basic Rent (a) all other sums due under the Lease, as amended by thisAmendment, including Additional Rent and parking rent shall be payable as provided in this Amendment, and (b) any increases in Basic Rent setforth in this Amendment shall occur on the dates scheduled therefor.4.Additional Rent: Base Year. From and after the Suite 1952N Effective Date, Tenant shall pay Additional Rent with respect to the Suite1952N Premises in the manner provided in the Lease. Beginning on the Suite 1952N Effective Date, the Base Year for the entire Premises shall be thecalendar year 2016 and shall be subject to the same exclusions described in Sections 4.2.2 and 4.2.3 of the Lease.5.DCURD Taxes. Tenant shall also pay to Landlord Tenant’s Proportionate Share of Excess DCURD Taxes, and DCURD Taxes shall notbe included in the calculation of Taxes. As used herein, “Excess DCURD Taxes” means any increases in DCURD Taxes (defined below) for each year andpartial year of the Term over the DCURD Taxes incurred during the Base Year. “DCURD Taxes” means all real estate taxes, assessments and charges levied orassessed against the Project by the Dallas County Utility and Reclamation District and any successor to its bond indebtedness (“DCURD”), Tenant shall payTenant’s Proportionate Share of Excess DCURD Taxes in the same manner as provided above for Tenant’s Proportionate Share of Excess Operating Costs. IfLandlord receives a refund or abatement from DCURD for any portion of the DCURD Taxes allocable to the Base Year, the DCURD Taxes for2 the Base Year shall be reduced by the amount of such refund or abatement. DCURD Taxes shall include the costs of consultants retained in an effort to lowerDCURD Taxes and all costs incurred in disputing any DCURD Taxes or in seeking to lower the tax valuation of the Project with respect to DCURD Taxes.From time to time during any calendar year, Landlord may estimate or re-estimate the Excess DCURD Taxes to be due by Tenant for that calendar year anddeliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Excess DCURD Taxes payable by Tenant shall beappropriately adjusted in accordance with the estimations.6.Security Deposit. Contemporaneously with the execution hereof, Tenant shall deliver to Landlord $963.83 to be held as part of theSecurity Deposit under the Lease, for a total Security Deposit of $13,026.00.7.Tenant Finish-Work. Landlord shall construct tenant improvements in the Suite 1952N Premises in accordance with Exhibit B hereto.8.Parking. Tenant shall continue to be provided ten parking access cards in accordance with Exhibit G to the Lease; the monthly rate forsuch existing ten parking access cards shall remain $50.00 each (plus all applicable taxes) through October 31, 2018. Beginning on November 1, 2018, themonthly rate for such ten parking access cards shall be $65.00 each (plus all applicable taxes). Beginning on the Suite 1952N Effective Date, Tenant shall beprovided ten additional parking access cards permitting Tenant to use up to ten additional unreserved parking spaces in the Parking Area during the Term (asextended by this Amendment). The monthly rate for such ten additional parking access cards shall be $65.00 each (plus all applicable taxes). Monthly rentfor all 20 parking access cards shall be abated for the first 12 calendar months following the Suite 1952N Effective Date. Tenant’s parking rights shallotherwise be governed by Exhibit G to the Lease.9.Confidentiality. Landlord and Tenant acknowledge the confidentiality obligations of Section 25.22 of the Lease.10.Notices. The addresses for notice set forth below shall supersede and replace any addresses for notice set forth in the Lease. Landlord:AG-PCPI Urban Towers Owner, L.P.c/o Parallel Capital Partners, Inc.4105 Sorrento Valley BoulevardSan Diego, CA 92121Attention: Peter LloydFacsimile: 858.882.9511 with a copy to:AG-PCPI Urban Towers Owner, L.P.c/o Cushman & Wakefield of Texas, Inc.222 West Las Colinas Boulevard, Suite 165Irving, TX 75039Attention: Property ManagerFacsimile: 972.501.9019 for payment of Rent:If by check: AG-PCPI Urban Towers Owner, L.P. P.O. Box 51142 Los Angeles, CA 90051-5442 If by overnight courier service: AG-PCPI Urban Towers Owner, L.P. c/o Parallel Capital Partners, Inc. 4105 Sorrento Valley Boulevard San Diego, CA92121 If by wire transfer or ACH to: AG PCPI Urban Towers Owner, LP 4105 Sorrento Valley Boulevard San Diego, CA 92121 (858) 678-8500 Union Bank of California ABA 122000496 Account No.: 0033840281 Account Name: AG-PCPI Urban Towers Owner, L.P.3 Tenant:Mimecast North America, Inc. 222 West Las Colinas Boulevard, Suite 1950N Irving, Texas 75039 Attention: John Platt Facsimile: __________________ with a copy to:Mimecast North America, Inc. 480 Pleasant St. Watertown, MA 02472 Attention: Corporate Controller Email: legal@mimecast.com 11.Brokerage. Landlord and Tenant each warrant to the other that it has not dealt with any broker or agent in connection with thenegotiation or execution of this Amendment other than Cushman & Wakefield of Texas, Inc., whose commission shall be paid by Landlord pursuant to aseparate written agreement. Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability forcommissions or other compensation claimed by any other broker or agent claiming the same by, through, or under the indemnifying party.12.UBTI and REIT Qualification. Landlord and Tenant agree that all Rent payable by Tenant to Landlord shall qualify as “rents fromreal property” within the meaning of both Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S.Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord, in its sole and absolute discretion, determinesthat there is any risk that all or pail of any rent shall not qualify as “rents from real property” for the purposes of Sections 512(b)(3) or 856(d) of the Code andthe Regulations promulgated thereunder. Tenant agrees (1) to cooperate with Landlord by entering into such amendment or amendments as Landlord deemsnecessary to qualify all rents as “rents from real property,” and (2) to permit an assignment of the Lease; provided, however, that any adjustments requiredpursuant to this Section shall be made so as to produce the equivalent Rent (in economic terms) payable prior to such adjustment,13.No Construction Contract. Landlord and Tenant acknowledge and agree that this Amendment, including all exhibits a part hereof, isnot a construction contract or an agreement collateral to or affecting a construction contract.14.Prohibited Persons and Transactions. Tenant hereby reaffirms and remakes, as of the date hereof, the statements set forth in Section25.27 of the Lease.15.Ratification. Tenant hereby ratifies and confirms its obligations under the Lease, and represents and warrants to Landlord that it has nodefenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and in full forceand effect, (b) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising outof any other transaction between Landlord and Tenant, and (c) except as expressly provided for in this Amendment,]all allowances provided to Tenant underthe Lease, if any, and all construction to be performed by Landlord or its agents under the Lease, if any, have been paid and performed in full by Landlord,and Landlord has no further obligations with respect thereto.16.Binding Effect; Governing Law. Except as modified hereby, the Lease shall remain in full effect and this Amendment shall be bindingupon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this Amendment and theterms of the Lease, the terms of this Amendment shall prevail. This Amendment shall be governed by the laws of the State in which the Premises are located.17.Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, and all ofsuch counterparts shall constitute one document. To facilitate execution of this Amendment, the parties hereto may execute and exchange, by telephonefacsimile or electronic mail PDF, counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy ofthis Amendment to physically form one document.[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]4 Executed as of the date first written above. LANDLORDAG-PCPI URBAN TOWERS OWNER, L.P., a Delaware limitedpartnership By:Parallel Capital Partners, Inc., a California corporation, itsauthorized agent By:\s\ Jim Ingebritsen Name:Jim Ingebritsen Title:President TENANT:MIMECAST NORTH AMERICA, INC., a Delaware corporation By:\s\ Joe Freitas Name:Joe Freitas Title:SR. VP. Human Resources 5 EXHIBIT ADEPICTION OF SUITE 1952N PREMISES A-1 EXHIBIT BTENANT FINISH-WORK: ALLOWANCE(Landlord Performs the Work)1.Acceptance of Suite 1952N Premises. Except as set forth in this Exhibit, Tenant accepts the Suite 1952N Premises in their “AS-IS”condition on the date this Amendment is entered into.2.Space Plans.2.1Preparation and Delivery. Within two business days after Tenant’s execution of this Amendment, Tenant shall meet withInterprise Design Associates or another design consultant selected by Landlord (the “Architect”) to discuss the nature and extent of all improvements thatTenant proposes to install in the Suite 1952N Premises and, at such meeting, provide the Architect with all necessary data and information needed by theArchitect to prepare initial space plans therefor as required by this paragraph. On or before the tenth day following the date that Tenant meets with Architect,Landlord shall deliver to Tenant a space plan prepared by the Architect depicting improvements to be installed in the Suite 1952N Premises (the “SpacePlans”).2.2Approval Process. Tenant shall notify Landlord whether it approves of the submitted Space Plans within three businessdays after Landlord’s submission thereof. If Tenant disapproves of such Space Plans, then Tenant shall notify Landlord thereof specifying in reasonable detailthe reasons for such disapproval, in which case Landlord shall, within three business days after such notice, revise such Space Plans in accordance withTenant’s objections and submit to Tenant for its review and approval. Tenant shall notify Landlord in writing whether it approves of the resubmitted SpacePlans within one business day after its receipt thereof. This process shall be repeated until the Space Plans have been finally approved by Tenant andLandlord. If Tenant fails to notify Landlord that it disapproves of the initial Space Plans within three business days (or, in the case of resubmitted SpacePlans, within one business day) after the submission thereof, then Tenant shall be deemed to have approved the Space Plans in question.3.Working Drawings.3.1Preparation and Delivery. On or before the date which is 15 days following the date on which the Space Plans are approved(or deemed approved) by Tenant and Landlord, Landlord shall cause to be prepared final working drawings of all improvements to be installed in the Suite1952N Premises and deliver the same to Tenant for its review and approval (which approval shall not be unreasonably withheld, delayed or conditioned).Such working drawings shall be prepared by Architect (whose fee shall be included in the Total Construction Costs [defined below).3.2Approval Process. Tenant shall notify Landlord whether it approves of the submitted working drawings within threebusiness days after Landlord’s submission thereof. If Tenant disapproves of such working drawings, then Tenant shall notify Landlord thereof specifying inreasonable detail the reasons for such disapproval, in which case Landlord shall, within five business days after such notice, revise such working drawings inaccordance with Tenant’s objections and submit the revised working drawings to Tenant for its review and approval. Tenant shall notify Landlord in writingwhether it approves of the resubmitted working drawings within one business day after its receipt thereof. This process shall be repeated until the workingdrawings have been finally approved by Landlord and Tenant. If Tenant fails to notify Landlord that it disapproves of the initial working drawings withinthree business days (or, in the case of resubmitted working drawings, within one business day) after the submission thereof, then Tenant shall be deemed tohave approved the working drawings in question. Any delay caused by Tenant’s unreasonable withholding of its consent or delay in giving its writtenapproval as to such working drawings shall constitute a Tenant Delay Day (defined below). If the working drawings are not fully approved (or deemedapproved) by both Landlord and Tenant by the 15th business day after the delivery of the initial draft thereof to Tenant, then each day after such time periodthat such working drawings are not fully approved (or deemed approved) by both Landlord and Tenant shall constitute a Tenant Delay Day.B-1 3.3Landlord’s Approval; Performance of Work. If any of Tenant’s proposed construction work will affect the Building’sStructure or the Building’s Systems, then the working drawings pertaining thereto must be approved by the Building’s engineer of record. Landlord’sapproval of such working drawings shall not be unreasonably withheld, provided that (a) they comply with all Laws, (b) the improvements depicted thereondo not (1) adversely affect (in the reasonable discretion of Landlord) the Building’s Structure or the Building’s Systems (including the Building’s restroomsor mechanical rooms), or (2) affect (in the sole discretion of Landlord) (A) the exterior appearance of the Building, (B) the appearance of the Building’scommon areas or elevator lobby areas or (C) the provision of services to other occupants of the Building, (c) such working drawings are sufficiently detailedto allow construction of the improvements and associated work in a good and workmanlike manner, and (d) the improvements depicted thereon conform tothe rules and regulations promulgated from time to time by Landlord for the construction of tenant improvements (a copy of which has been delivered toTenant). As used herein, “Working Drawings” means the final working drawings approved by Landlord, as amended from time to time by any approvedchanges thereto, and “Work” means all improvements to be constructed in accordance with and as indicated on the Working Drawings, together with anywork required by governmental authorities to be made to other areas of the Building as a result of the improvements indicated by the Working Drawings.Landlord’s approval of the Working Drawings shall not be a representation or warranty of Landlord that such drawings are adequate for any use or complywith any Law, but shall merely be the consent of Landlord thereto. Tenant shall, at Landlord’s request, sign the Working Drawings to evidence its review andapproval thereof. After the Working Drawings have been approved, Landlord shall cause the Work to be performed in substantial accordance with theWorking Drawings.4.Bidding of Work. Prior to commencing the Work, Landlord shall competitively bid the Work to three contractors approved byLandlord. If the estimated Total Construction Costs are expected to exceed the Suite 1952N Construction Allowance, Tenant shall be allowed to review thesubmitted bids from such contractors to value engineer any of Tenant’s requested alterations. In such case, Tenant shall notify Landlord of any items in theWorking Drawings that Tenant desires to change within two business days after Landlord’s submission thereof to Tenant. If Tenant fails to notify Landlord ofits election within such two business day period, Tenant shall be deemed to have approved the bids. Within five business days following Landlord’ssubmission of the initial construction bids to Tenant under the foregoing provisions (if applicable). Tenant shall have completed all of the following items:(a) finalized with Landlord’s representative and the proposed contractor, the pricing of any requested revisions to the bids for the Work, and (b) approved inwriting any overage in the Total Construction Costs in excess of the Suite 1952N Construction Allowance, failing which, each day after such five businessday period shall constitute a Tenant Delay Day.5.Change Orders. Tenant may initiate changes in the Work. Each such change must receive the prior written approval of Landlord, suchapproval shall be granted or withheld in accordance with the standards set forth in Section 3.1 above; additionally, if any such requested change might (A)delay the Effective Date or, (B) leave any portion of the Premises not fully finished and ready for occupancy, Landlord may withhold its consent in its soleand absolute discretion. Landlord shall, upon completion of the Work, cause to be prepared accurate architectural, mechanical, electrical and plumbing “as-built” plans of the Work as constructed in both blueprint and electronic CADD format, which plan shall be incorporated into this Exhibit B by this referencefor all purposes. If Tenant requests any changes to the Work described in the Space Plans or the Working Drawings, then such increased costs and anyadditional design costs incurred in connection therewith as the result of any such change shall be added to the Total Construction Costs.6.Definitions. As used herein, a “Tenant Delay Day” means each day of delay in the performance of the Work that occurs (a) becauseTenant fails to timely furnish any information or deliver or approve any required documents such as the Space Plans or Working Drawings (whetherpreliminary, interim revisions or final), pricing estimates, construction bids, and the like, (b) because of any change by Tenant to the Space Plans or WorkingDrawings, (c) because Tenant fails to attend any meeting with Landlord, the Architect, any design professional, or any contractor, or their respectiveemployees or representatives, as may be required or scheduled hereunder or otherwise necessary in connection with the preparation or completion of anyconstruction documents, such as the Space Plans or Working Drawings, or in connection with the performance of the Work, (d) because of any specificationby Tenant of materials or installations in addition to or other than Landlord’s standard finish-out materials or any materials that are not readily available, or(e) because a Tenant Party otherwise delays completion of the Work. As used herein “Substantial Completion.” “Substantially Completed.” and anyderivations thereof mean the Work in the Suite 1952N Premises is substantially completed (as reasonably determined by Landlord) in substantial accordancewith the Working Drawings. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping and mechanicaladjustments remain to be completed by Landlord.7.Walk-Through: Punchlist. When Landlord considers the Work in the Suite 1952N Premises to be Substantially Completed, Landlordwill notify Tenant and, within three business days thereafter, Landlord’s representative and Tenant’s representative shall conduct a walk-through of the Suite1952N Premises and identify any necessary touch-up work, repairs and minor completion items that are necessary for final completion of the Work. NeitherLandlord’s representative nor Tenant’s representative shall unreasonably withhold his or her agreement on punchlist items. Landlord shall use reasonableefforts to cause the contractor performing the Work to complete all punchlist items within 30 days after agreement thereon; however, Landlord shall not beobligated to engage overtime labor in order to complete such items.B-2 8.Existing Premises Rent Obligations. Tenant’s obligation to pay Rent under the Lease with respect to the Existing Premises shallcontinue at all times during the performance of the Work. Tenant hereby acknowledges that the performance of the Work may occur during normal businesshours while Tenant is in occupancy of the Existing Premises and that no interference to Tenant’s business operations in the Existing Premises shall entitleTenant to any abatement of Rent.9.Excess Costs. Tenant shall pay the entire amount by which the Total Construction Costs (hereinafter defined) exceed the Suite 1952NConstruction Allowance (hereinafter defined) (such excess amount being referred to herein as the “Excess Amount”). Upon approval of the WorkingDrawings and selection of a contractor, Tenant shall promptly (a) execute a work order agreement prepared by Landlord which identifies such drawings anditemizes the Total Construction Costs and sets forth the Suite 1952N Construction Allowance, and (b) pay to Landlord 90% of Landlord’s estimate of theExcess Amount. Upon Substantial Completion of the Work and before Tenant occupies the Suite 1952N Premises to conduct business therein, Tenant shallpay to Landlord any remaining unpaid portion of the Excess Amount. In the event of default of payment of any portion of the Excess Amount, Landlord (inaddition to all other remedies) shall have the same rights as for an Event of Default under the Lease. As used herein, “Total Construction Costs” means theentire cost of performing the Work, including design of and space planning for the Work and preparation of the Working Drawings and the final “as-built”plan of the Work, costs of construction labor and materials, electrical usage during construction, additional janitorial services, standard building directoryand suite tenant signage, related taxes and insurance costs, licenses, permits, certifications, surveys and other approvals required by Law, and the constructionsupervision fee referenced in Section 11 of this Exhibit.10.Construction Allowance. Landlord shall provide to Tenant a construction allowance not to exceed $59,489.00 (the “Suite 1952NConstruction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Work. The Suite 1952N ConstructionAllowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, and when the costof the Work is actually incurred and paid by Landlord. The Suite 1952N Construction Allowance must be used (that is, the Work must be fully complete andthe Suite 1952N Construction Allowance disbursed) within six months following the Suite 1952N Effective Date or shall be deemed forfeited with no furtherobligation by Landlord with respect thereto, time being of the essence with respect thereto.11.Construction Management. Landlord or its affiliate or agent shall supervise the Work, make disbursements required to be made to thecontractor, and act as a liaison between the contractor and Tenant and coordinate the relationship between the Work, the Building, and the Building’sSystems. In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to five percentof the Total Construction Costs (exclusive of the construction supervision fee).12.Construction Representatives. Landlord’s and Tenant’s representatives for coordination of construction and approval of change orderswill be as follows, provided that either party may change its representative upon written notice to the other: Landlord’s Representative: Jack Nye c/o Cushman & Wakefield of Texas, Inc. 222 West Las Colinas Blvd., Suite 165 Irving, TX 75039 Telephone: 972.501.9009 Facsimile: 972.501,9019 Tenant’s Representative: John Platt c/o Mimecast North America, Inc. 222 West Las Colinas Boulevard, Suite 1950N Irving, Texas 75039 Telephone: 972.871.7944 Email: jplatt@mimecast.com 13.Miscellaneous. To the extent not inconsistent with this Exhibit, Sections 8.1 and 21 of the Lease shall govern the performance of theWork and Landlord’s and Tenant’s respective rights and obligations regarding the improvements installed pursuant thereto. B-3 EXHIBIT CCONFIRMATION OF SUITE 1952N EFFECTIVE DATEJune 3, 2016Mimecast North America, Inc.480 Pleasant St.Watertown, MA 02472Attention: John Platt Re:Amendment No. 1 (the “Amendment”) dated March 24, 2016, between AG-PCPI URBAN TOWERS OWNER, L.P., a Delaware limitedpartnership (“Landlord”), and MIMECAST NORTH AMERICA, INC., a Delaware corporation (“Tenant”), for the lease ofapproximately 1,388 square feet of additional space (the “Suite 1952N Premises”) pursuant to the Lease (as defined in and amended bythe Amendment). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Amendment unlessotherwise indicated.Ladies and Gentlemen:Landlord and Tenant agree as follows:1.Condition of Suite 1952N Premises. Tenant has accepted possession of the Suite 1952N Premises pursuant to the Amendment. Anyimprovements required by the terms of the Amendment to be made by Landlord have been completed to the full and complete satisfaction of Tenant in allrespects except for the punchlist items described on Exhibit A hereto (the “Punchlist Items”), and except for such Punchlist Items, Landlord has fulfilled allof its duties under the Amendment with respect to such tenant improvements. Furthermore, Tenant acknowledges that the Suite 1952N Premises are suitablefor the Permitted Use (as defined in the Lease).2.Suite 1952N Effective Date. The Suite 1952N Effective Date is May 20, 2016.3.Expiration Date. The Term is scheduled to expire July 31, 2021, which is the last day of the 62nd full calendar month following theEffective Date.4.Ratification. Tenant hereby ratifies and confirms its obligations under the Lease, and represents and warrants to Landlord that it has nodefenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and in full forceand effect, and (b) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arisingout of any other transaction between Landlord and Tenant.5.Binding Effect; Governing Law. Except as modified hereby, the Lease shall remain in full effect and this letter shall be binding uponLandlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this letter and the terms of theLease, the terms of this letter shall prevail. This letter shall be governed by the laws of the State in which the Suite 1952N Premises are located.C-1 Please indicate your agreement to the above matters by signing this letter in the space indicated below and returning an executed original to us. Sincerely,AG-PCPI URBAN TOWERS OWNER, L.P., aDelaware limited partnershipBy:Parallel Capital Partners, Inc., a California corporation, itsauthorized agent By: Name:Michael BurerTitle:CFO Agreed and accepted:MIMECAST NORTH AMERICA, INC., a Delaware corporation By: Name:JOHN PLATTTitle:FACILITIES MGR C-2 AMENDMENT NO. 2This Amendment No. 2 (this “Amendment”) is executed as of April 18, 2017, between PCPI UT OWNER, LP, a Delaware limited partnership(“Landlord”), and MIMECAST NORTH AMERICA, INC., a Delaware corporation (“Tenant”), for the purpose of amending the Lease Agreement betweenLandlord’s predecessor-in-interest with respect to the Lease (defined below) and Tenant dated January 4, 2013 (the “Original Lease”). The .Original Lease,as amended by Confirmation of Commencement Date letter dated April 25, 2013, Amendment No. 1 dated March 24, 2016 (“Amendment No. 1”) andConfirmation of Suite 1925N Effective Date dated June 3, 2016, is referred to herein as the “Lease”. Capitalized terms used herein but not defined shall begiven the meanings assigned to them in the Original Lease.RECITALS:Pursuant to the terms of the Lease, Tenant is currently leasing Suites 1950N and 1925N, consisting, in the aggregate, of 4,342 rentable square feetof space (the “Current Premises”), in the Building located at 222 West Las Colinas Boulevard, Irving, Texas 75039, and commonly known as Urban Towers-North Tower. Tenant has requested it be permitted to relocate to Suites 1600N and 1625N depicted on Exhibit A hereto, which contain, in the aggregate,16,652 rentable square feet (the “Relocation Premises”) and to extend the Term. Landlord has agreed to such relocation and such extension on the terms andconditions contained herein.AGREEMENTS:For valuable consideration, whose receipt and sufficiency are acknowledged, Landlord and Tenant agree as follows:1.Relocation. Effective as of the Effective Date (defined below), Landlord hereby leases to Tenant, and Tenant hereby leases fromLandlord, the Relocation Premises on the terms and conditions of the Lease as herein modified. Accordingly, on the Effective Date, (a) subject to Section 10hereof, the Lease shall terminate as to the Current Premises, (b) the Relocation Premises shall be the “Premises”, and (c) the monthly Basic Rent shall be as setforth below. Tenant accepts the Relocation Premises in an “AS-IS” condition, and Landlord shall not be required to perform any demolition or tenant-finishwork therein or provide any allowances therefor, except as expressly set forth in Section 6 below. As used herein, the “Effective Date” means the earliest of(1) the date on which Tenant occupies any portion of the Relocation Premises and begins conducting business therein, (2) the date on which the Work (asdefined in Exhibit B hereto) in the Relocation Premises is Substantially Completed (as defined in Exhibit B hereto), or (3) the date on which the Work in theRelocation Premises would have been Substantially Completed but for the occurrence of any Tenant Delay Days (as defined in Exhibit B hereto). Landlordand Tenant presently anticipate that possession of the Relocation Premises will be tendered to Tenant in the condition required by this Amendment on orabout the 120th day following full execution of this Amendment by Landlord and Tenant the “Estimated Delivery Date”). If Landlord is unable to tenderpossession of the Relocation Premises in such condition to Tenant by the Estimated Delivery Date, then (A) the validity of this Amendment or the Lease shallnot be affected or impaired thereby, (B) Landlord shall not be in default hereunder or be liable for damages therefor, and (C) Tenant shall accept possession ofthe Relocation Premises when Landlord tenders possession thereof to Tenant. Notwithstanding the foregoing, if the Work in the Relocation Premises is notSubstantially Completed by the Abatement Date, daily Basic Rent for the Current Premises shall be abated for each day thereafter and ending on the dayLandlord tenders possession of the Relocation Premises (with the Work to be performed by Landlord therein Substantially Completed). The abatement rightsafforded to Tenant under this Section 1 shall be Tenant’s sole remedy for Landlord’s failure to timely Substantially Complete the Work in the RelocationPremises. As used herein, “Abatement Date” means the Estimated Delivery Date, plus the number of Tenant Delay Days and the number of Force MajeureDelay Days. As used herein, “Force Majeure Delay Days” means any delay in achieving Substantial Completion with respect to the Work for the reasonsspecified in Section 25.3 of the Original Lease. Within ten business days following Landlord’s written request therefor, Tenant shall execute and deliver toLandlord a letter substantially in the form of Exhibit C hereto confirming (i) the Effective Date, (ii) that Tenant has accepted the Relocation Premises, and(iii) that Landlord has performed all of its obligations with respect to the Relocation Premises (except for punch-list items specified in such letter); however,the failure of the parties to execute such letter shall not defer the Effective Date or otherwise invalidate the Lease or this Amendment.1 2.Extension of Term. The Term is hereby extended such that it expires at 5:00 p.m. local time, on the last day of the 102nd full calendarmonth following the Effective Date, rather than July 31, 2021, on the terms and conditions of the Lease, as modified hereby. Tenant shall have no furtherrights to extend or renew the Term, except as set forth in Exhibit H to the Original Lease, which shall continue in full force and effect. The reference to “2,954rentable square feet” in the last paragraph of such Exhibit H is hereby amended to be “16,652 rentable square feet”.3.Remeasurement of the Project and Relocation Premises; Proportionate Share. The Project has been remeasured and Landlord andTenant agree that, from and after the Effective Date, the Project is deemed to contain 848,591 rentable square feet of space and the Relocation Premises isdeemed to contain 16,652 rentable square feet of space. Further, beginning on the Effective Date, Tenant’s Proportionate Share shall be 1.96%, which is thepercentage obtained by dividing the number of rentable square feet in the Relocation Premises (16,652) by the number of rentable square feet in the Project(848,591). Landlord and Tenant stipulate that the number of rentable square feet contained in the Project and the Relocation Premises, as set forth above, isconclusive and shall be binding upon them.4.Basic Rent. From and after the Effective Date, the monthly Basic Rent shall be the following amounts for the following periods of time: Lease MonthAnnual Basic Rent Rate PerRentable Square FootMonthly Installments ofBasic Rent1-18$32.75$45,446.0819-30$33.50$46,486.8331 -42$34.25$47,527.5843-54$35.00$48,568.3355-66$35.75$49,609.0867-78$36.50$50,649.8379-90$37.25$51,690.5891 - 102$38.00$52,731.33 As used herein, the term “Lease Month” means each calendar month during the Term from and after the Effective Date (and if theEffective Date does not occur on the first day of a calendar month, the period from the Effective Date to the first day of the next calendar month shall beincluded in the first Lease Month for purposes of determining the duration of the Term and the monthly Basic Rent rate applicable for such partial month).Basic Rent shall be abated for the first 180 days following the Effective Date. Beginning on the first day following the expiration of theabatement period, Tenant shall make Basic Rent payments as otherwise provided in the Lease, as amended by this Amendment. Notwithstanding suchabatement of Basic Rent (a) all other sums due under the Lease, as amended by this Amendment, including Additional Rent and parking rent, shall bepayable as provided in the Lease, as amended by this Amendment, and (b) any increases in Basic Rent set forth in the Lease, as amended by this Amendment,shall occur on the dates scheduled therefor.5.Additional Rent; Base Year. From and after the Effective Date, Tenant shall pay Additional Rent with respect to the RelocationPremises in the manner provided in the Lease. Beginning on the Effective Date, the Base Year for the entire Premises shall be the calendar year 2017 and shallbe subject to the same exclusions described in Sections 4.2.2 and 4.2.3 of the Original Lease and the cap described in Section 4.3 of the Original Lease (resetwith the new Base Year). The definition of “Additional Rent” is hereby amended to include Excess DCURD Taxes.6.Tenant Finish-Work; Corridor Upgrades; Early Entry. Within 90 days following the Effective Date, Landlord shall construct tenantimprovements in the Relocation Premises in accordance with Exhibit B hereto. Additionally, Landlord shall, at Landlord’s sole cost, install new carpet, wallpaint and LED lighting in the multi-tenant corridor on floor 16-North of the Building. Tenant may enter the Relocation Premises up to 30 days before theWork in the Relocation Premises is Substantially Completed with Landlord’s prior consent (which shall not be unreasonably withheld, conditioned ordelayed)) to install furniture and data cabling therein, provided that (a) Landlord is given prior written notice of any such entry and (b) such entry shall becoordinated with Landlord and shall not interfere with the Work. Any such entry shall be on the terms of the Lease, but no Basic Rent or Additional Rent forthe Relocation Premises shall accrue during the period that Tenant so enters the Premises prior to Substantial Completion of the Work. Tenant shall conductits activities therein so as not to interfere with the Work, and2 shall do so at its risk and expense. If, in Landlord’s reasonable judgment, Tenant’s activities therein interfere with the Work, Landlord may terminate Tenant’sright to enter the Premises before Substantial Completion of the Premises.7.Parking. From and after the Effective Date, Tenant shall have the parking rights set forth below. Except as amended by this Section 7,Tenant’s parking rights shall be governed by Exhibit G to the Original Lease. As of the Effective Date, Section 8 of Amendment No. 1 shall be deleted in itsentirety.7.1Unreserved Spaces. Tenant shall be provided a total of 84 parking access cards for unreserved parking spaces in the ParkingArea. Regardless of whether Tenant elects to use such parking access cards, Tenant shall pay to Landlord, contemporaneously with the payment of BasicRent, parking rent (plus all applicable taxes) during the Term equal to the rate then established by Landlord for unreserved parking access cards. As of thedate of this Amendment, the rate for unreserved parking access cards in the Parking Area is $65.00 per space per month. Notwithstanding the foregoing,Tenant’s obligation to pay parking rent for such unreserved parking spaces shall be abated for the first 18 months following the Effective Date. Commencingwith the 19th month following the Effective Date, Tenant shall pay parking rent for such parking spaces.7.2Additional Unreserved Spaces. Subject to availability, Tenant may, by delivering to Landlord no less than 30 days’ priorwritten notice, use up to an additional 20 unreserved parking access cards by paying to Landlord the monthly parking rent (plus all applicable taxes) for suchadditional parking access cards at the rate then established by Landlord; provided, that Landlord shall provide any requested additional access cards as soonas such additional spaces become available and no portion of Tenant’s parking rent with respect to such additional parking access cards shall be abated.Tenant’s election to use such additional spaces shall remain effective until the end of the Term; however, Landlord may recapture any or all of suchadditional spaces at any time by providing Tenant 30 days’ prior written notice thereof.7.3Convert to Reserved Spaces. Subject to availability, Tenant may, by delivering to Landlord no less than 30 days’ priorwritten notice, convert up to five unreserved parking access cards to reserved parking access cards by paying to Landlord the monthly parking rent (plus allapplicable taxes) for such reserved parking access cards equal to the rate then established by Landlord for reserved access cards; provided, that Landlord shallprovide any requested reserved access cards as soon as such reserved spaces become available and no portion of Tenant’s parking rent with respect to suchreserved parking access cards shall be abated. Tenant’s election to convert such unreserved parking access cards to reserved parking access cards shall remaineffective until the end of the Term. As of the date of this Amendment, the rate for reserved parking spaces in the Parking Area is $150.00 per space per month.8.Rights to Additional Space. Tenant may lease additional space in the Building in accordance with Exhibit D and Exhibit E hereto. If,prior to May 31, 2018 and subject to existing rights and encumbrances of other parties, Tenant notifies Landlord in writing of its desire to lease Suite 1605-North containing approximately 5,864 rentable square feet of space and if and only if the parties can agree on terms for Tenant’s lease of such expansionspace, following Tenant’s execution of an amendment to the Lease memorializing such agreed upon terms, Landlord will use commercially reasonable effortsto promptly relocate the then-current tenant thereof elsewhere in the Building. Tenant shall have no other options to lease additional space in the Building;accordingly any provision of the Lease, other than this Section 8 and Exhibit D and Exhibit E hereto, granting Tenant any option to lease additional space inthe Building or any rights of first offer, rights of first opportunity or rights of first refusal with respect to space in the Building are hereby deleted in theirentirety.9.Temporary Space.9.1Lease Grant; Term; Acceptance; Insurance. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord,on all of the terms and conditions of the Lease, as amended by this Amendment (except as otherwise set forth in this Section 9), a portion of Suite 1400N inthe Building containing approximately 3,154 rentable square feet (the “Temporary Space”). The lease term for the Temporary Space shall commence on thefull execution of this Amendment, and expire ten business days following the Effective Date (the “Temporary Space Term”). Tenant accepts theTemporary Space in its “AS-IS” condition on the date this Amendment is entered into, and Landlord shall have no obligation to perform any demolition ortenant-finish work therein.9.2Terms Applied to Temporary Space. All terms and provisions of the Lease shall be applicable to the Temporary Space,including Section 11 of the Original Lease (Insurance; Waivers; Subrogation; Indemnity), except that Tenant shall not be entitled to any allowances, rentcredits or abatements, expansion rights or renewal rights with respect to the Temporary Space.9.3Rent for the Temporary Space. During the Temporary Space Term, Tenant shall not pay monthly Basic Rent orAdditional Rent for the Temporary Space, other than Tenant’s proportionate share (based on the rentable square feet in the Temporary Space) of ElectricalCosts during the Temporary Space Term, which Tenant shall pay within 30 days after Landlord has invoiced Tenant therefor.3 9.4Landlord’s Right to Relocate. Landlord may relocate Tenant within the Project to space which is comparable in size,utility and condition to the Temporary Space, at Tenant’s cost and expense, effective as of the date (the “Move-Out Date”) 30 days after Landlord provides toTenant written notice thereof. If Landlord relocates Tenant as permitted by this Section 9.4, then Tenant shall vacate and surrender the Temporary Space inthe condition required under the Lease and remove all of Tenant’s property from the Temporary Space by the Move-Out Date. If Tenant fails to so vacate theTemporary Space, the Tenant shall be a holdover tenant with respect thereto pursuant to Section 22 of the Original Lease (and shall pay to Landlord, inaddition to all other Rent, Basic Rent with respect to the Temporary Space in an amount equal to 200% of the monthly Rent payable by Tenant during thefirst full calendar month of the Term disregarding, for the purposes of such calculation, any abatement of Rent granted in this Amendment).9.5Surrender of Temporary Space. Upon the expiration of the Temporary Space Term, Tenant shall vacate and surrender theTemporary Space in the condition required under the Lease and relocate to the Relocation Premises, failing which Tenant shall be a holdover tenant withrespect to the Temporary Space pursuant to Section 22 of the Original Lease (and shall pay to Landlord, in addition to all other Rent, Basic Rent with respectto the Temporary Space in an amount equal to 200% of the monthly Rent payable by Tenant with respect to the Relocation Premises during the first full calendar monthfollowing the Effective Date disregarding, for the purposes of such calculation, any abatement of Rent granted in this Amendment) and Tenant shall pay toLandlord Rent with respect to the Relocation Premises in accordance with this Amendment.9.6Right to Market Temporary Space. Landlord shall have the right, upon reasonable prior notice (which notice may beverbal or by electronic mail) to Tenant, to enter the Temporary Space at all reasonable hours to show the Temporary Space to prospective tenants.10.Surrender of Current Premises. Tenant shall, at its expense, vacate and deliver to Landlord the Current Premises in a “broom-clean”condition and otherwise in the condition required under Section 2) of the Original Lease, within ten business days after the Effective Date. If Tenant fails toso vacate the Current Premises, then (a) Tenant shall be a holdover tenant with respect thereto pursuant to Section 22 of the Original Lease (and shall pay toLandlord the holdover Rent with respect to the Current Premises as set forth in such Section 22 of the Original Lease) and (b) Tenant shall pay to LandlordRent with respect to the Relocation Premises in accordance with this Amendment.11.Letter of Credit; Security Deposit.11.1General Provisions. Within five days following the execution of this Amendment by Landlord and Tenant, Tenant shalldeliver to Landlord, as collateral for the full performance by Tenant of all of its obligations under the Lease, as amended by this Amendment and for all lossesand damages Landlord may suffer as a result of any default by Tenant under the Lease, a standby, unconditional, irrevocable, transferable letter of credit(“Tenant’s Letter of Credit”) in the form of Exhibit F hereto (or another form approved by Tenant) and containing the terms required herein, in the faceamount of $75,000 (“Tenant’s Letter of Credit Amount”), naming Landlord as beneficiary, permitting multiple and partial draws thereon, and otherwise inform acceptable to Landlord in its sole discretion. Tenant’s Letter of Credit shall be issued by a commercial bank acceptable to Landlord and (a) that ischartered under the laws of the United States, any State thereof or the District of Columbia, and which is insured by the Federal Deposit InsuranceCorporation; (b) whose long-term, unsecured and unsubordinated debt obligations are rated in the highest category by at least two of Fitch Ratings Ltd.(“Fitch”), Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”) or their respective successors (the “RatingAgencies”) (which shall mean AAA from Fitch, Aaa, from Moody’s and AAA from Standard & Poor’s); and (c) which has a short-term deposit rating in thehighest category from at least two Rating Agencies (which shall mean Fl from Fitch, P-l from Moody’s and A-l from S&P) (collectively, “Tenant’s LC IssuerRequirements”). If at any time, Tenant’s LC Issuer Requirements are not met, or if the financial condition of such issuer changes in any other materiallyadverse way, as determined by Landlord in its reasonable discretion, Tenant shall, within five business days of written notice from Landlord, deliver toLandlord a replacement Tenant’s Letter of Credit which otherwise meets, the requirements of this Amendment and that meets Tenant’s LC IssuerRequirements (and Tenant’s failure to do so shall, notwithstanding anything in the Lease, as amended by this Amendment, to the contrary, constitute anEvent of Default for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid five-business-day period).Among other things, Landlord shall have the right under such circumstances to immediately, and without further notice to Tenant, present a draw underTenant’s Letter of Credit for payment and to hold the proceeds thereof. Tenant shall cause Tenant’s Letter of Credit to be continuously maintained in effect(whether through replacement, renewal or extension) in Tenant’s Letter of Credit Amount through the date (“Tenant’s Final LC Expiration Date”) that is 60days after the scheduled expiration date of the Term or any renewal Term. If Tenant’s Letter of Credit held by Landlord expires earlier than the Tenant’s FinalLC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), Tenant shall deliver anew Tenant’s Letter of Credit or certificate of renewal or extension to Landlord not later than 30 days prior to the expiration date of Tenant’s Letter of Creditthen held by Landlord. Any renewal or replacement Tenant’s Letter of Credit shall comply with all of the provisions of this Section 11, shall be irrevocable,transferable and shall remain in effect (or be automatically renewable) through the Tenant’s Final LC Expiration Date upon the same terms as the expiringTenant’s Letter of Credit or such other terms as may be acceptable to Landlord in its sole discretion.4 11.2Drawings under Tenant’s Letter of Credit. Landlord shall have the right to draw upon Tenant’s Letter of Credit, in wholeor in part, at any time and from time to time:11.2.1If an Event of Default occurs; or11.2.2If Tenant’s Letter of Credit held by Landlord expires earlier than the Tenant’s Final LC Expiration Date(whether by reason of a stated expiration date or a notice of termination or non- renewal given by the issuing bank), and Tenant fails to deliver toLandlord, at least 30 days prior to the expiration date of Tenant’s Letter of Credit then held by Landlord, a renewal or substitute Tenant’s Letter ofCredit that is in effect and that complies with the provisions of this Section 11.No condition or term of the Lease, as amended by this Amendment, shall be deemed to render Tenant’s Letter of Credit conditional so as to justifythe issuer of Tenant’s Letter of Credit in failing to honor a drawing upon such Tenant’s Letter of Credit in a timely manner. Tenant hereby acknowledges andagrees that Landlord is entering into this Amendment in material reliance upon the ability of Landlord to draw upon Tenant’s Letter of Credit upon theoccurrence of any Event of Default by Tenant under the Lease or upon the occurrence of any of the other events described above in this Section 11.11.3Use of Proceeds by Landlord. The proceeds of Tenant’s Letter of Credit may be applied by Landlord against any Rentpayable by Tenant under the Lease, as amended by this Amendment that is not paid when due and/or to pay for all losses and damages Landlord has sufferedor Landlord reasonably estimates it will suffer as a result of any default by Tenant under the Lease. Landlord shall deposit any unused proceeds in a separateaccount in the name of Landlord or its designee at a financial institution selected by Landlord in its sole discretion (“Tenant’s LC Proceeds Account”), andneed not be segregated from Landlord’s other assets. Landlord may apply funds from Tenant’s LC Proceeds Account against any Rent payable by Tenantunder the Lease, as amended by this Amendment not paid when due and/or to pay for all losses and damages Landlord has suffered or Landlord reasonablyestimates it will suffer as a result of any default by Tenant under the Lease. Tenant hereby grants Landlord a security interest in Tenant’s LC ProceedsAccount and all funds held in such account and agrees that, in addition to all other rights and remedies available to Landlord under applicable Law, Landlordshall have all rights of a secured party under the Uniform Commercial Code in the state in which the Premises are located with respect to Tenant’s LCProceeds Account. Tenant’s LC Proceeds Account shall be under the sole control of Landlord. Tenant shall not have any right to direct the disposition offunds from Tenant’s LC Proceeds Account or any other right or interest in the Tenant’s LC Proceeds Account, and any interest accruing upon the funds inTenant’s LC Proceeds Account shall belong to Landlord. Tenant shall, at any time and from time to time, execute, acknowledge and deliver such documentsand take such actions as Landlord or the bank with which the Tenant’s LC Proceeds Account is maintained may reasonably request concerning the creationor perfection of the security interest granted to Landlord in (including Landlord’s control of) Tenant’s LC Proceeds Account or to effect the provisions of thisSection 11. Photographic or other facsimile reproductions of this executed Lease may be made and delivered by Landlord, and may be relied upon by anyperson to the same extent as though the copy were an original. Anyone who acts in reliance upon any representation or certificate of Landlord, or upon areproduction of this Amendment, shall not be liable for permitting Landlord to perform any act pursuant to this power of attorney. Tenant agrees not tointerfere in any way with payment to Landlord of the proceeds of Tenant’s Letter of Credit, either prior to or following a draw by Landlord of any portion ofTenant’s Letter of Credit, provided that such draw is consistent with the terms of the Lease, as amended by this Amendment, and Tenant’s Letter of Credit.Any unused proceeds shall constitute the property of Landlord, except as provided below. Provided Tenant has performed all of its obligations under theLease, as amended by this Amendment, Landlord agrees to pay to Tenant within 30 days after the Tenant’s Final LC Expiration Date the amount of anyproceeds of the Tenant’s Letter of Credit received by Landlord and not applied against any Rent payable by Tenant under the Lease, as amended by thisAmendment that was not paid when due or used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it willsuffer) as a result of any default by Tenant under the Lease; provided, that if prior to the Tenant’s Final LC Expiration Date a voluntary petition is filed byTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the FederalBankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Tenant’s Letter of Credit proceeds until either allpreference issues relating to payments under the Lease, as amended by this Amendment have been resolved in such bankruptcy or reorganization case or suchbankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.11.4Additional Covenants of Tenant. If, as result of any application or use by Landlord of all or any part of the Tenant’sLetter of Credit, the amount of the Tenant’s Letter of Credit shall be less than the Tenant’s Letter of Credit Amount, Tenant shall, within five days thereafter,provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total Tenant’s Letter of CreditAmount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section 11, and if Tenant fails to complywith the foregoing, notwithstanding anything to the contrary contained in the Lease, the same shall constitute an uncurable Event of Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Tenant’s Letter of Credit or any part thereof or any interest in the Tenant’sLC Proceeds Account and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment orattempted encumbrance. If Tenant leases additional space at the Project after the date of this Amendment, Tenant shall deliver a5 replacement Tenant’s Letter of Credit with the Tenant’s Letter of Credit Amount equal to the then-current Tenant’s Letter of Credit Amount plus $5.00 perrentable square foot of space in the additional space leased.11.5Transfer of Tenant’s Letter of Credit. Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consentthereto, transfer all or any portion of its interest in and to the Tenant’s Letter of Credit to another party, person or entity, including Landlord’s Mortgageeand/or to have the Tenant’s Letter of Credit reissued in the name of Landlord’s Mortgagee. If Landlord transfers its interest in the Building and transfers theTenant’s Letter of Credit (or any proceeds thereof then held by Landlord) in whole or in part to the transferee, Landlord shall, without any further agreement between theparties hereto, thereupon be released by Tenant from all liability therefor. The provisions hereof shall apply to every transfer or assignment of all or any part of theTenant’s Letter of Credit to a new landlord. In connection with any such transfer of the Tenant’s Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense,execute and submit to the issuer of the Tenant’s Letter of Credit such applications, documents and instruments as may be necessary to effectuate such transfer. Tenant shall beresponsible for paying the issuer’s transfer and processing fees in connection with any transfer of the Tenant’s Letter of Credit and, if Landlord advances any such fees (withouthaving any obligation to do so), Tenant shall reimburse Landlord for any such transfer or processing fees within ten days after Landlord’s written requesttherefor.11.6Return of Security Deposit. Within 30 days following Tenant’s delivery of Tenant’s Letter of Credit and Tenant’sexecuted counterpart of this Amendment, Landlord will apply Tenant’s current Security Deposit of $13,026.00 toward Tenant’s Basic Rent and AdditionalRent obligations first accruing after such date.11.7Termination. Upon Tenant’s delivery of Tenant’s Letter of Credit as provided under this Section 11, Section 6 ofAmendment No. I and the reference to Security Deposit in the Original Lease shall be deleted and have no further force and effect. 12.Confidentiality. Landlord and Tenant acknowledge the confidentiality obligations of Section 25.22 of the Lease, provided, however, Tenant and/or its affiliates shallbe permitted at any time to disclose the terms of the Lease publicly to the extent required in connection with any filing made with the United States Securities andExchange Commission, which disclosure may also require filing a copy of the Lease.6 13.Notices. Landlord’s addresses for notice set forth below shall supersede and replace any addresses for notice set forth in the Lease. Landlord:PCPI UT Owner, LP c/o Parallel Capital Partners, Inc. 4105 Sorrento Valley Boulevard San Diego, CA 92121 Attention: Matthew J. Root and/or James R. Ingebritsen Facsimile: 858.882.9511 with a copy to:PCPI UT Owner, LP c/o Cushman & Wakefield of Texas, Inc.222 West Las Colinas Boulevard, Suite 109Irving, TX 75039Attention: Property ManagerFacsimile: 972.501.9019 for payment of rent:If by first class mail: PCPI UT Owner, LPPO Box 95467Grapevine, TX 76099-9752 If by overnight courier service:PCPI UT Owner, LPAttn: Lockbox 954673330 W Royal LaneIrving, TX 75063-6013 If by wire transfer or ACH:Pacific Western Bank1800 Century Park East, Suite 110Los Angeles, CA 90067ABA Number: 122238200Swift Code: FNSDUS6DAccount Number: 1001510765Account Name: PCPI UT Owner, LP 14.Brokerage. Landlord and Tenant each warrant to the other that it has not dealt with any broker or agent in connection with thenegotiation or execution of this Amendment, other than Cushman & Wakefield of Texas, Inc., whose commissions shall be paid by Landlord pursuant toseparate written agreements. Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability forcommissions or other compensation claimed by any other broker or agent claiming the same by, through, or under the indemnifying party.15.No Construction Contract. Landlord and Tenant acknowledge and agree that the Lease, as it may be amended, including all exhibitsa part thereof, is not a construction contract or an agreement collateral to or affecting a construction contract.16.Prohibited Persons and Transactions. Tenant hereby reaffirms and remakes, as of the date hereof, the statements set forth in Section25.27 of the Lease.17.Ratification. Tenant hereby ratifies and confirms its obligations under the Lease, and represents and warrants to Landlord that it has nodefenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and in full forceand effect, (b) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising outof any other transaction between Landlord and Tenant, and (c) except as expressly provided for in this Amendment, all allowances provided to Tenant underthe Lease, if any, and all construction to be performed by Landlord or its agents under the Lease, if any, have been paid and performed in full by Landlord,and Landlord has no further obligations with respect thereto.7 18.Binding Effect; Governing Law. Except as modified hereby, the Lease shall remain in full effect and this Amendment shall be bindingupon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this Amendment and theterms of the Lease, the terms of this Amendment shall prevail. This Amendment shall be governed by the laws of the State in which the Premises are located.19.Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, and all ofsuch counterparts shall constitute one document. To facilitate execution of this Amendment, the parties hereto may execute and exchange, by telephonefacsimile or electronic mail PDF, counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy ofthis Amendment to physically form one document.[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 8 Executed as of the date first written above, LANDLORDPCPI UT OWNER. LP, a Delaware limited partnership By:Parallel Capital Partners, Inc., a California corporation, itsauthorized agent By:\s\ Jim Ingebritsen Name:Jim Ingebritsen Title:President TENANT:MIMECAST NORTH AMERICA, INC., a Delaware corporation By:\s\ Joe Freitas NameJoe Freitas Title:SR. VP. of Human Resources 9 EXHIBIT ADEPICTION OF RELOCATION PREMISES A-1 EXHIBIT BTENANT FINISH-WORK: ALLOWANCE(Landlord Performs the Work)1.Acceptance of Relocation Premises. Except as set forth in this Exhibit, Tenant accepts the Relocation Premises in their “AS-IS”condition on the date that this Amendment is entered into.2.Space Plans.2.1Preparation and Delivery. Within seven business days after Tenant’s execution of this Amendment, Tenant shall meet withInterprise Design Associates or another design consultant selected by Landlord (the “Architect”) to discuss the nature and extent of all improvements thatTenant proposes to install in the Relocation Premises and, at such meeting, provide the Architect with all necessary data and information needed by theArchitect to prepare initial space plans therefor as required by this paragraph. On or before the 15th business day following the date that Tenant meets withArchitect, Landlord shall deliver to Tenant a space plan prepared by the Architect depicting improvements to be installed in the Relocation Premises (the“Space Plans”).2.2Approval Process. Tenant shall notify Landlord whether it approves of the submitted Space Plans within five business daysafter Landlord’s submission thereof. If Tenant disapproves of such Space Plans, then Tenant shall notify Landlord thereof specifying in reasonable detail thereasons for such disapproval, in which case Landlord shall, within three business days after such notice, revise such Space Plans in accordance with Tenant’sobjections and submit to Tenant for its review and approval. Tenant shall notify Landlord in writing whether it approves of the resubmitted Space Planswithin one business day after its receipt thereof. This process shall be repeated until the Space Plans have been finally approved by Tenant and Landlord. IfTenant fails to notify Landlord that it disapproves of the initial Space Plans within three business days (or, in the case of resubmitted Space Plans, within onebusiness day) after the submission thereof, then Tenant shall be deemed to have approved the Space Plans in question.3.Working Drawings.3.1Preparation and Delivery. On or before the date which is 15 days following the date on which the Space Plans areapproved (or deemed approved) by Tenant and Landlord, Landlord shall cause to be prepared final working drawings of all improvements to be installed inthe Relocation Premises and deliver the same to Tenant for its review and approval (which approval shall not be unreasonably withheld, delayed orconditioned). Such working drawings shall be prepared by Architect (whose fee shall be included in the Total Construction Costs [defined below]).3.2Approval Process. Tenant shall notify Landlord whether it approves of the submitted working drawings within fivebusiness days after Landlord’s submission thereof. If Tenant disapproves of such working drawings, then Tenant shall notify Landlord thereof specifying inreasonable detail the reasons for such disapproval, in which case Landlord shall, within five business days after such notice, revise such working drawings inaccordance with Tenant’s objections and submit the revised working drawings to Tenant for its review and approval. Tenant shall notify Landlord in writingwhether it approves of the resubmitted working drawings within three business days after its receipt thereof. This process shall be repeated until the workingdrawings have been finally approved by Landlord and Tenant. If Tenant fails to notify Landlord that it disapproves of the initial working drawings withinfive business days (or, in the case of resubmitted working drawings, within three business days) after the submission thereof, then Tenant shall be deemed tohave approved the working drawings in question. Any delay caused by Tenant’s unreasonable withholding of its consent or delay in giving its writtenapproval as to such working drawings shall constitute a Tenant Delay Day (defined below). If the working drawings are not fully approved (or deemedapproved) by both Landlord and Tenant by the 20th business day after the delivery of the initial draft thereof to Tenant, then each day after such time periodthat such working drawings are not fully approved (or deemed approved) by both Landlord and Tenant shall constitute a Tenant Delay Day.3.3Landlord’s Approval; Performance of Work. If any of Tenant’s proposed construction work will affect the Building’sStructure or the Building’s Systems, then the working drawings pertaining thereto must be approved by the Building’s engineer of record. Landlord’sapproval of such working drawings shall not be unreasonably withheld, provided that (a) they comply with all Laws, (b) the improvements depicted thereondo not (1) adversely affect (in the reasonable discretion of Landlord) the Building’s Structure or the Building’s Systems (including the Building’s restroomsor mechanical rooms), or (2) affect (in the sole discretion of Landlord) (A) the exterior appearance of the Building, (B) the appearance of the Building’scommon areas or elevator lobby areas or (C) the provision of services to other occupants of the Building, (c) such working drawings are sufficiently detailedto allow construction of the improvements and associated work in a good and workmanlike manner, and (d) the improvements depicted thereon conform tothe rules and regulations promulgated from time to time by Landlord for the construction of tenant improvements (a copy of which has been delivered toTenant). As used herein, “Working Drawings” means the final working drawings approved by Landlord, as amended from time to time by any approvedchanges thereto, and “Work” means all improvements to be constructed in accordance with and as indicated on the Working Drawings, together with anywork required by governmental authorities to be made toB-1 other areas of the Building as a result of the improvements indicated by the Working Drawings. Landlord’s approval of the Working Drawings shall not be arepresentation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be the consent of Landlordthereto. Tenant shall, at Landlord’s request, sign the Working Drawings to evidence its review and approval thereof. After the Working Drawings have beenapproved, Landlord shall cause the Work to be performed in substantial accordance with the Working Drawings.4.Bidding of Work. Prior to commencing the Work, Landlord shall competitively bid the Work to three contractors approved byLandlord and Tenant. The parties hereby preapprove CDS General Contractors, Dallas Constructors, and JF Jones General Contractors as general contractorsfor the Work. If the estimated Total Construction Costs are expected to exceed the Construction Allowance, Tenant shall be allowed to review the submittedbids from such contractors to value engineer any of Tenant’s requested alterations. In such case, Tenant shall notify Landlord of any items in the WorkingDrawings that Tenant desires to change within two business days after Landlord’s submission thereof to Tenant. If Tenant fails to notify Landlord of itselection within such two business day period, Tenant shall be deemed to have approved the bids. Within five business days following Landlord’s submissionof the initial construction bids to Tenant under the foregoing provisions (if applicable), Tenant shall have completed all of the following items: (a) finalizedwith Landlord’s representative and the proposed contractor, the pricing of any requested revisions to the bids for the Work, and (b) approved in writing anyoverage in the Total Construction Costs in excess of the Construction Allowance, failing which, each day after such five business day period shall constitutea Tenant Delay Day.5.Change Orders. Tenant may initiate changes in the Work. Each such change must receive the prior written approval of Landlord, suchapproval shall be granted or withheld in accordance with the standards set forth in Section 3.3 above; additionally, if any such requested change might (a)delay the Effective Date or, (b) leave any portion of the Relocation Premises not fully finished and ready for occupancy, Landlord may withhold its consentin its sole and absolute discretion. Landlord shall, upon completion of the Work, cause to be prepared accurate architectural, mechanical, electrical andplumbing “as-built” plans of the Work as constructed in both blueprint and electronic CADD format, which plan shall be incorporated into this Exhibit B bythis reference for all purposes. If Tenant requests any changes to the Work described in the Space Plans or the Working Drawings, then such increased costsand any additional design costs incurred in connection therewith as the result of any such change shall be added to the Total Construction Costs.6.Definitions. As used herein, a “Tenant Delay Day” means each day of delay in the performance of the Work that occurs (a) becauseTenant fails to timely furnish any information or deliver or approve any required documents such as the Space Plans or Working Drawings (whetherpreliminary, interim revisions or final), pricing estimates, construction bids, and the like, (b) because of any change by Tenant to the Space Plans or WorkingDrawings, (c) because Tenant fails to attend any meeting with Landlord, the Architect, any design professional, or any contractor, or their respectiveemployees or representatives, as may be required or scheduled hereunder or otherwise necessary in connection with the preparation or completion of anyconstruction documents, such as the Space Plans or Working Drawings, or in connection with the performance of the Work, (d) because of any specificationby Tenant of materials or installations in addition to or other than Landlord’s standard finish-out materials or any materials that are not readily available, or(e) because a Tenant Party otherwise delays completion of the Work. As used herein “Substantial Completion,” “Substantially Completed,” and anyderivations thereof mean the Work in the Relocation Premises is substantially completed (as reasonably determined by Landlord) in substantial accordancewith the Working Drawings. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping and mechanicaladjustments remain to be completed by Landlord.7.Walk-Through; Punchlist. When Landlord considers the Work in the Relocation Premises to be Substantially Completed, Landlordwill notify Tenant and, within five business days thereafter, Landlord’s representative and Tenant’s representative shall conduct a walk-through of theRelocation Premises and identify any necessary touch-up work, repairs and minor completion items that are necessary for final completion of the Work.Neither Landlord’s representative nor Tenant’s representative shall unreasonably withhold his or her agreement on punchlist items. Landlord shall usecommercially reasonable efforts to cause the contractor performing the Work to complete all punchlist items within 30 days after agreement thereon. Thecost of any overtime labor engaged, at Tenant’s request, to complete the punchlist items within such 30-day period shall be included in the TotalConstruction Costs.8.Current Premises Rent Obligations. Tenant’s obligation to pay Rent under the Lease with respect to the Current Premises shallcontinue at all times during the performance of the Work. Tenant hereby acknowledges that the performance of the Work may occur during normal businesshours while Tenant is in occupancy of the Current Premises and that no interference to Tenant’s business operations in the Current Premises shall entitleTenant to any abatement of Rent.9.Excess Costs. Tenant shall pay the entire amount by which the Total Construction Costs (hereinafter defined) exceed the ConstructionAllowance (hereinafter defined) (such excess amount being referred to herein as the “Excess Amount”). Upon approval of the Working Drawings andselection of a contractor, Tenant shall promptly (a) execute a work order agreement prepared by Landlord which identifies such drawings and itemizes theTotal Construction Costs and sets forth the Construction Allowance, and (b) pay to Landlord 90% of Landlord’s estimate of the Excess Amount. UponSubstantial Completion of the Work and before Tenant occupies the Premises to conduct business therein, Tenant shall pay to Landlord any remainingunpaid portion of the Excess Amount. In the event of default of payment of any portion of the Excess Amount, Landlord (in addition to all other remedies)shall have the same rights as for an Event of Default under theB-2 Lease. As used herein, “Total Construction Costs’’ means the entire cost of performing the Work, including design of and space planning for the Work andpreparation of the Working Drawings and the final “as-built” plan of the Work, costs of construction labor and materials, electrical usage during construction,additional janitorial services, standard building directory and suite tenant signage, related taxes and insurance costs, licenses, permits, certifications, surveysand other approvals required by Law, and the construction supervision fee referenced in Section 11 of this Exhibit.10.Construction Allowance. Landlord shall provide to Tenant a construction allowance not to exceed $45.00 per rentable square foot inthe Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Work. TheConstruction Allowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, andwhen the cost of the Work is actually incurred and paid by Landlord. After the final completion of the Work and a reconciliation by Landlord of theConstruction Allowance and the Total Construction Costs and provided no default under the Lease then exists and no Event of Default has occurred, whichhas not been cured, Tenant may use any excess Construction Allowance (up to a maximum of $5.00 per rentable square foot in the Relocation Premises)towards the cost of Tenant’s installation of telephone and data networks in the Relocation Premises and other moving and relocation costs (collectively, the“Moving Costs”). Landlord will reimburse Tenant for the Moving Costs (subject to the cap described above) within 30 business days after receivinginvoices therefor and supporting documentation reasonably acceptable to Landlord. The Construction Allowance must be used (that is, the Work must befully complete and the Construction Allowance disbursed) within six months following the Effective Date or shall be deemed forfeited with no furtherobligation by Landlord with respect thereto, time being of the essence with respect thereto.11.Construction Management. Landlord or its affiliate or agent shall supervise the Work, make disbursements required to be made to thecontractor, and act as a liaison between the contractor and Tenant and coordinate the relationship between the Work, the Building, and the Building’sSystems. In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to threepercent of the hard costs of the Work.12.Construction Representatives. Landlord’s and Tenant’s representatives for coordination of construction and approval of changeorders will be as follows, provided that either party may change its representative upon written notice to the other: Landlord’s Representative:Jack Nye c/o Cushman & Wakefield of Texas, Inc. 222 West Las Colinas Blvd., Suite 109 Irving, Texas 75039 Telephone: 972.501.9009 Email: Jack.Nye@cis.cushwake.com Tenant’s Representative:John Platt c/o Mimecast North America, Inc. 222 West Las Colinas Boulevard, Suite 195ON Irving, Texas 75039 Telephone: 972.871.7944 Email: jplatt@mimecast.com 13.Miscellaneous. To the extent not inconsistent with this Exhibit, Section 8.1 and Section 21 of the Original Lease shall govern theperformance of the Work and Landlord’s and Tenant’s respective rights and obligations regarding the improvements installed pursuant thereto. B-3 EXHIBIT CCONFIRMATION OF EFFECTIVE DATE , 2017Mimecast North America, Inc.480 Pleasant St.Watertown, MA 02472Attention: John PlattRe:Amendment No. 2 (the “Amendment”) dated April , 2017, between PCPI UT OWNER, LP, a Delaware limited partnership (“Landlord”), andMIMECAST NORTH AMERICA, INC., a Delaware corporation (“Tenant”), for the lease of approximately 16,652 square feet of space (the“Relocation Premises”) pursuant to the Lease (as defined in and amended by the Amendment). Capitalized terms used herein but not defined shallbe given the meanings assigned to them in the Amendment unless otherwise indicated.Ladies and Gentlemen:Landlord and Tenant agree as follows:1.Condition of Relocation Premises. Tenant has accepted possession of the Relocation Premises pursuant to the Amendment. Anyimprovements required by the terms of the Amendment to be made by Landlord have been completed to the full and complete satisfaction of Tenant in allrespects except for the punchlist items described on Exhibit A hereto (the “Punchlist Items”), and except for such Punchlist Items, Landlord has fulfilled allof its duties under the Amendment with respect to such tenant improvements. Furthermore, Tenant acknowledges that the Relocation Premises are suitablefor the Permitted Use (as defined in the Lease).2.Effective Date. The Term for the Relocation Premises shall commence on the Effective Date, which date is , 2017.3.Expiration Date. The Term is scheduled to expire on , 202 , which is the last day of the 102nd full calendar month following theEffective Date.4.Ratification. Tenant hereby ratifies and confirms its obligations under the Lease, and represents and warrants to Landlord that it has nodefenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and in full forceand effect, and (b) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arisingout of any other transaction between Landlord and Tenant.5.Binding Effect; Governing Law. Except as modified hereby, the Lease shall remain in full effect and this letter shall be binding uponLandlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this letter and the terms of theLease, the terms of this letter shall prevail. This letter shall be governed by the laws of the State in which the Relocation Premises are located.C-1 Please indicate your agreement to the above matters by signing this letter in the space indicated below and returning an executed original to us. Sincerely, PCPI UT OWNER, LP, a Delaware limited partnership By:Parallel Capital Partners, Inc., a California corporation, its authorized agent By: Name: Title: Agreed and accepted:MIMECAST NORTH AMERICA, INC., a Delaware corporation By: Name: Title: C-2 EXHIBIT APlease insert any punchlist items that remain to be performed by Landlord. If no items are listed below by Tenant, none shall be deemed to exist. C-3 EXHIBIT DRIGHT OF FIRST OFFERSubject to then-existing renewal or expansion options or other preferential rights of other tenants, Landlord shall, prior to offering any space onfloor 16-East or floor 17-East in the Building (the “Offer Space”) to any party (other than the then-current tenant or occupant therein), first offer to lease toTenant the Offer Space in an “AS-IS” condition; such offer shall (a) be in writing, (b) specify the part of the Offer Space being offered to Tenant hereunder(the “Designated Offer Space”), and (c) specify the lease terms for the Designated Offer Space, including the rent to be paid for the Designated Offer Spaceand the date on which the Designated Offer Space shall be included in the Premises (the “Offer Notice”). The Offer Notice shall be substantially similar to theOffer Notice attached to this Exhibit. Tenant shall notify Landlord in writing whether Tenant elects to lease the entire Designated Offer Space on the terms setforth in the Offer Notice, within three days after Landlord delivers to Tenant the Offer Notice. If Tenant timely elects to lease the Designated Offer Space, thenLandlord and Tenant shall execute an amendment to the Lease, effective as of the date the Designated Offer Space is to be included in the Premises, on theterms set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of the Lease, as amended by this Amendment;however, Tenant shall accept the Designated Offer Space in an “AS-IS” condition and Landlord shall not provide to Tenant any allowances (e.g., movingallowance, construction allowance, and the like) or other tenant inducements except as specifically provided in the Offer Notice. Within five business days ofTenant’s delivery of its executed counterpart of such amendment, Tenant shall deliver a replacement Tenant’s Letter of Credit with the Tenant’s Letter ofCredit Amount equal to the then-current Tenant’s Letter of Credit Amount plus $4.50 per rentable square foot of space in the Designated Offer Space.Notwithstanding anything in this Exhibit to the contrary, if prior to Landlord’s delivery to Tenant of the Offer Notice, Landlord has received an offer from athird party (a “Third Party Offer”) to lease all or part of the Offer Space, and Landlord is willing to accept the terms of such Third Party Offer, and such ThirdParty Offer includes space in excess of the Offer Space, that portion of the Offer Space subject to such Third Party Offer shall be deemed to be the DesignatedOffer Space for purposes of this Exhibit, but Tenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer.If Tenant fails or is unable to timely exercise its right hereunder with respect to the Designated Offer Space, then such right shall lapse, time beingof the essence with respect to the exercise thereof (it being understood that Tenant’s right hereunder is a one-time right only as to each Designated OfferSpace the first time it is offered to Tenant hereunder), and Landlord may lease all or a portion of the Designated Offer Space to third parties on such terms asLandlord may elect. For purposes hereof, if an Offer Notice provides for an expansion, right of first refusal, or other preferential right to lease some of theremaining portion of the Offer Space, then such remaining portion of the Offer Space shall thereafter be excluded from the provisions of this Exhibit. Unlessotherwise agreed in writing by Landlord and Tenant’s real estate broker, in no event shall Landlord be obligated to pay a commission with respect to anyspace leased by Tenant under this Exhibit, and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and otherliability for commissions or other compensation claimed by any broker or agent claiming the same by, through or under the indemnifying party.Tenant’s rights under this Exhibit shall terminate, at Landlord’s option, if (a) an Event of Default exists as of the date of Tenant’s exercise of itsrights under this Exhibit or as of the effective date of the addition of the Designated Offer Space to the Premises, (b) the Lease or Tenant’s right to possessionof any of the Premises is terminated, (c) Tenant assigns its interest in the Lease to a party other than a Permitted Transferee or sublets any portion of thePremises, (d) Tenant fails to lease and occupy at least 16,652 rentable square feet of space in the Project, (e) Landlord determines, in its sole but reasonablediscretion, that Tenant’s financial condition or creditworthiness has materially deteriorated since the date of this Amendment, (f) Tenant fails to timelyexercise its option under this Exhibit, time being of the essence with respect to Tenant’s exercise thereof, or (g) less than one full calendar year remains in thecurrent Term, as extended by this Amendment. Before Landlord makes a determination under clause (e) to terminate this Exhibit, Landlord shall first provideTenant with a period of 30 days to provide alternative credit support sufficient to address the credit concerns of Landlord. If such alternative credit support isprovided and acceptable to Landlord, this Exhibit shall remain in full force and effect.Tenant’s rights under this Exhibit shall not apply to leases that allow tenants in the Building to use such space as unfinished storage area and othertemporary leases to provide temporary space to tenants that ultimately will occupy other space in the Building on a permanent basis, any management space,tenant relocation space and other building space/amenities (conference center, fitness center, etc.).D-1 FORM OF OFFER NOTICE[Insert Date of Notice]BY FACSIMILE AND [FEDEX]Mimecast North America, Inc.480 Pleasant St.Watertown, MA 02472Attention: John Platt Re:Amendment No. 2 (the “Amendment”) dated April, 2017, between PCPI UT OWNER, LP, a Delaware limited partnership(“Landlord”), and MIMECAST NORTH AMERICA, INC., a Delaware corporation (“Tenant”). Capitalized terms used herein but notdefined shall be given the meanings assigned to them in the Amendment unless otherwise indicated.Ladies and Gentlemen:Pursuant to the Right of First Offer attached to the Amendment, this is an Offer Notice on Suite .The basic terms and conditions are asfollows: LOCATION: SIZE: rentable square feet BASIC RENT RATE:$ per month TERM: IMPROVEMENTS: COMMENCEMENT: PARKING TERMS: OTHER MATERIAL TERMS: Under the terms of the Right of First Offer, you must exercise your rights, if at all, as to the Designated Offer Space on the depiction attached to thisOffer Notice within three days after Landlord delivers such Offer Notice. Accordingly, you have until 5:00 p.m. local time on ,201 , to exercise your rights under the Right of First Offer and accept the terms as contained herein, failing which your rights under the Right of First Offershall terminate and Landlord shall be free to lease the Designated Offer Space to any third party. If possible, any earlier response would be appreciated. Pleasenote that your acceptance of this Offer Notice shall be irrevocable and may not be rescinded.Upon receipt of your acceptance herein, Landlord and Tenant shall execute an amendment to the Lease memorializing the terms of this OfferNotice including the inclusion of the Designated Offer Space in the Premises; provided, however, that the failure by Landlord and Tenant to execute suchamendment shall not affect the inclusion of such Designated Offer Space in the Premises in accordance with this Offer Notice.THE FAILURE TO ACCEPT THIS OFFER NOTICE BY (a) DESIGNATING THE “ACCEPTED” BOX, AND (b) EXECUTING AND RETURNINGTHIS OFFER NOTICE TO LANDLORD WITHOUT MODIFICATION WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF TENANT’SRIGHTS UNDER THE RIGHT OF FIRST OFFER, AND TENANT SHALL HAVE NO FURTHER RIGHTS TO THE DESIGNATED OFFER SPACE. THEFAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF THIS OFFER NOTICE.D-2 Should you have any questions, do not hesitate to call. Sincerely, CBRE, INC., on behalf of Landlord By: Name: Title: [please check appropriate box] ACCEPTED☐REJECTED☐ MIMECAST NORTH AMERICA, INC., a Delawarecorporation By: Name: Title: Date: Enclosure [attach depiction of Designated Offer Space] D-3 EXHIBIT ERIGHT OF FIRST REFUSALSubject to then-existing renewal or expansion options or other preferential rights of other tenants, if Landlord receives a Third Party Offer to leaseany of the remaining space on floor 16-North in the Building (the “Refusal Space”) and Landlord is willing to accept the terms of such Third Party Offer,Landlord shall offer to lease to Tenant the Refusal Space on the same terms and conditions as the Third Party Offer; such offer shall (a) be in writing, (b)specify the part of the Refusal Space being offered to Tenant here under (the “Designated Refusal Space”), (c) specify the rent to be paid for the DesignatedRefusal Space, and (d) contain the basic terms and conditions of the Third Party Offer and the date on which the Designated Refusal Space shall be includedin the Premises (the “Refusal Notice”). The Refusal Notice shall be substantially similar to the Refusal Notice attached to this Exhibit. Tenant shall notifyLandlord in writing whether Tenant elects to lease the Designated Refusal Space subject to the Third Party Offer on the same terms and conditions as theThird Party Offer in the Refusal Notice, within seven days after Landlord delivers to Tenant the Refusal Notice. If Tenant timely elects to lease the DesignatedRefusal Space within such seven-day period, Landlord and Tenant shall execute an amendment to the Lease, effective as of the date the Designated RefusalSpace is to be included in the Premises, on the same terms as the Lease, as amended by this Amendment, except (1) the Basic Rent and parking charges shallbe the amounts specified in the Refusal Notice, (2) the term for the Designated Refusal Space shall be that specified in the Refusal Notice, (3) Tenant shalllease the Designated Refusal Space in an “AS-IS” condition, (4) Landlord shall not be required to perform any work therein, (5) Landlord shall not provide toTenant any allowances other than those contained in the Third Party Offer (e.g., moving allowance, construction allowance, and the like) if any, and (6) otherterms set forth in the Lease which are inconsistent with the terms of the Refusal Notice shall be modified accordingly. Within five business days of Tenant’sdelivery of its executed counterpart of such amendment, Tenant shall deliver a replacement Tenant’s Letter of Credit with the Tenant’s Letter of CreditAmount equal to the then-current Tenant’s Letter of Credit Amount plus $4.50 per rentable square foot of space in the Designated Refusal Space.Notwithstanding the foregoing, if the Refusal Notice includes space in excess of the Refusal Space, Tenant must exercise its right hereunder, if at all, as to allof the space contained in the Refusal Notice.If Tenant fails or is unable to timely exercise its right hereunder with respect to the Designated Refusal Space, such right shall lapse, time being ofthe essence with respect to the exercise thereof, and, subject to the limitations hereinafter provided, Landlord may lease all or a portion of the DesignatedRefusal Space to third parties on such terms as Landlord may elect. Landlord shall not be obligated to re-offer the Designated Refusal Space to Tenant unlessLandlord fails to enter into a Lease Agreement with respect to the Designated Refusal Space with the same party (or an affiliate of the same party) thatprovided the Third Party Offer within 180 days after the date of the Refusal Notice. For purposes hereof, if a Refusal Notice is delivered for less than all of theRefusal Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease some of the remaining portion of the RefusalSpace, such remaining portion of the Refusal Space shall thereafter be excluded from the provisions of this Exhibit. Unless otherwise agreed in writing byLandlord and Tenant’s real estate broker, in no event shall Landlord be obligated to pay a commission with respect to any space leased by Tenant under thisExhibit, and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or othercompensation claimed by any broker or agent claiming the same by, through or under the indemnifying party.Tenant’s rights under this Exhibit shall terminate, at Landlord’s option, if (a) an Event of Default exists as of the date of Tenant’s exercise of itsrights under this Exhibit or as of the effective date of the addition of the Designated Refusal Space to the Premises, (b) the Lease or Tenant’s right topossession of any of the Premises is terminated, (c) Tenant assigns its interest in the Lease to a party other than a Permitted Transferee or sublets any portionof the Premises, (d) Tenant fails to lease from Landlord at least the same number of rentable square feet leased to Tenant as of the date of this Amendment andto occupy at least 13,322 rentable square feet of space, (e) Landlord determines, in its sole but reasonable discretion, that Tenant’s financial condition orcreditworthiness has materially deteriorated since the date of this Amendment, (f) Tenant fails to timely exercise its option under this Exhibit, time being ofthe essence with respect to Tenant’s exercise thereof, or (g) less than one full calendar year remains in the current Term, as extended by this Amendment.Before Landlord makes a determination under clause (e) to terminate this Exhibit, Landlord shall first provide Tenant with a period of 30 days to providealternative credit support sufficient to address the credit concerns of Landlord. If such alternative credit support is provided and acceptable to Landlord, thisExhibit shall remain in full force and effect.Tenant’s rights under this Exhibit shall not apply to leases that allow tenants in the Building to use such space as unfinished storage area and othertemporary leases to provide temporary space to tenants that ultimately will occupy other space in the Building on a permanent basis, any management space,tenant relocation space and other building space/amenities (conference center, fitness center, etc.).E-1 FORM OF REFUSAL NOTICE[Insert Date of Notice]BY FACSIMILE AND [FEDEX]Mimecast North America, Inc.480 Pleasant St.Watertown, MA 02472Attention: John Platt Re:Amendment No. 2 (the “Amendment”) dated April _, 2017, between PCPI UT OWNER, LP, a Delaware limited partnership(“Landlord”), and MIMECAST NORTH AMERICA, INC., a Delaware corporation (‘Tenant’). Capitalized terms used herein but notdefined shall be given the meanings assigned to them in the Amendment unless otherwise indicated.Ladies and Gentlemen:Pursuant to the Right of First Refusal attached to the Amendment, this is a Refusal Notice on Suite .The basic terms and conditions are asfollows: LOCATION: SIZE: rentable square feet BASIC RENT RATE:$ per month TERM: IMPROVEMENTS: COMMENCEMENT: PARKING TERMS: OTHER MATERIAL TERMS: Under the terms of the Right of First Refusal, you must exercise your rights, if at all, as to the Designated Refusal Space on the depiction attachedto this Refusal Notice within seven days after Landlord delivers such Refusal Notice. Accordingly, you have until 5:00 p.m. local time on , 201 , to exercise your rights under the Right of First Refusal and accept the terms as contained herein, failing which your rightsunder the Right of First Refusal shall terminate and Landlord shall be free to lease the Designated Refusal Space to any third party. If possible, any earlierresponse would be appreciated. Please note your acceptance of this Refusal Notice shall be irrevocable and may not be rescinded.Upon receipt of your acceptance herein, Landlord and Tenant shall execute an amendment to the Lease memorializing the terms of this RefusalNotice including the inclusion of the Designated Refusal Space in the Premises; provided, however, the failure by Landlord and Tenant to execute suchamendment shall not affect the inclusion of such Designated Refusal Space in the Premises in accordance with this Refusal Notice.THE FAILURE TO ACCEPT THIS REFUSAL NOTICE BY (1) DESIGNATING THE “ACCEPTED” BOX, AND (2) EXECUTING ANDRETURNING THIS REFUSAL NOTICE TO LANDLORD WITHOUT MODIFICATION WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OFTENANT’S RIGHTS UNDER THE RIGHT OF FIRST REFUSAL, AND TENANT SHALL HAVE NO FURTHER RIGHTS TO THE DESIGNATED REFUSALSPACE. THE FAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF THIS REFUSAL NOTICE.E-2 Should you have any questions, do not hesitate to call. Sincerely, CBRE, INC., on behalf of Landlord By: Name: Title: [please check appropriate box] ACCEPTED☐REJECTED☐ MIMECAST NORTH AMERICA, INC., aDelaware corporation By: Name: Title: Date: Enclosure [attach depiction of Designated Refusal Space] E-3 EXHIBIT FFORM OF LETTER OF CREDIT[BANK LETTERHEAD] , 2017IRREVOCABLE LETTER OF CREDIT NO. PCPI UT Owner, LPc/o Parallel Capital Partners, Inc.4105 Sorrento Valley BoulevardSan Diego, CA 92121Attention: Matthew J. Root and/or James R. IngebritsenLadies and Gentlemen: , a national banking association (“Bank”), of , hereby issues its Irrevocable Tenant’s Letter of Credit in favor ofPCPI UT OWNER, LP, a Delaware limited partnership, and/or its successors and assigns (“Landlord”) for the account of MIMECAST NORTH AMERICA,INC., a Delaware corporation (“Tenant”) up to the aggregate amount of $75,000, available at sight by the drafts of Landlord on Bank. Drafts drawn on thisTenant’s Letter of Credit will be honored when presented, accompanied only by a letter or certificate purportedly signed by a representative of Landlordstating Landlord is entitled to draw on this Tenant’s Letter of Credit under the terms of Amendment No. 2, dated as of April , 2017, between Landlord andTenant. Multiple and partial draws shall be permitted hereunder. This Tenant’s Letter of Credit is transferable. Bank shall look solely to Tenant for paymentof any fee for such transfer. Such payment is not a condition to transfer.All drafts drawn by reason of this Tenant’s Letter of Credit and in accordance with the above conditions, will meet with due honor when presentedat the office of Bank in Irving, Texas. Drawings may also be presented to us by facsimile transmission to facsimile number . . (each such drawing, a“fax drawing”); provided, however, that a fax drawing will not be effectively presented until you confirm by telephone our receipt of such fax drawing bycalling us at telephone number . . . If you present a fax drawing under this standby letter of credit you do not need to present the original of anydrawing documents, and if we receive any such original drawing documents they will not be examined by us. In the event of a full or final drawing, theoriginal standby letter of credit must be returned to us by overnight courier.This irrevocable standby Letter of Credit sets forth in full the terms of our undertaking, which is independent of and shall not in any way bemodified, amended, amplified or incorporated by reference to any document, contract or agreement referenced herein other than the stipulated ICC rules andgoverning laws. Our obligations under this irrevocable standby Letter of Credit are not subject to any claim or defense by reason of the invalidity, illegality,or inability to enforce any of the agreements set forth in the Lease.This Tenant’s Letter of Credit is subject to the International Standby Practices-ISP98, International Chamber of Commerce Publication 600 whennot in conflict with the express terms of this Tenant’s Letter of Credit or with the provisions of Article 5 of the Texas Business and Commerce Code, asamended.This Tenant’s Letter of Credit shall terminate at 3:00 p.m. Central Standard Time on January 31, 2026 which shall be the final expiration date ofthis Tenant’s Letter of Credit, unless, at least 60 days prior to the then current expiration date, Bank notifies Landlord in writing by certified mail, returnreceipt requested, at the following address (or at such other address as Landlord may specify by written notice to Bank), that this Tenant’s Letter of Credit willnot be extended beyond the current expiration date; provided, that Bank’s obligation to make any payment hereunder in respect of a drawing request madeprior to the expiry hereof shall continue until payment is made: PCPI UT Owner, LP c/o Parallel Capital Partners, Inc. 4105 Sorrento Valley Boulevard San Diego, CA 92121 Attention: Matthew J. Root and/or James R. Ingebritsen Telephone: 858.882.9510 Facsimile: 858.882.9511 F-1 with a copy to:PCPI UT Owner, LP c/o Cushman & Wakefield of Texas, Inc. 222 West Las Colinas Boulevard, Suite 109Irving, TX 75039 Attention: Property Manager Telephone: 972.501.9009 Facsimile: 972.501.9019Amounts drawn upon this Tenant’s Letter of Credit are to be endorsed on the reverse side of this Tenant’s Letter of Credit by Bank. By: Name: Title: F-2 Exhibit 8.1Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Mimecast Limited England & Wales Mimecast Services Limited England & Wales Mimecast North America, Inc. Delaware Mimecast South Africa Pty Ltd. South Africa Mimecast Australia Pty Ltd. Australia Mimecast Offshore Ltd. Jersey, Channel Islands Mimecast USD Ltd. England & Wales Mimecast Development Ltd. England & Wales Exhibit 12.1Certification by the Principal Executive OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Peter Bauer, certify that:1. I have reviewed this annual report on Form 20-F of Mimecast Limited (the “Company”);2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) for the Company and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annualreport that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theCompany’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the Company’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control overfinancial reporting.Date: May 26, 2017 By: /s/ Peter Bauer Name: Peter Bauer Title: Chief Executive Officer (Principal Executive Officer) Exhibit 12.2Certification by the Principal Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Peter Campbell, certify that:1. I have reviewed this annual report on Form 20-F of Mimecast Limited (the “Company”);2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) for the Company and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annualreport that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theCompany’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the Company’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control overfinancial reporting.Date: May 26, 2017 By: /s/ Peter Campbell Name: Peter Campbell Title: Chief Financial Officer (Principal Financial Officer) Exhibit 13.1Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002In connection with the Annual Report on Form 20-F of Mimecast Limited (the “Company”) for the year ended March 31, 2017, as filed with the U.S.Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Peter Bauer, as Chief Executive Officer of the Company, and PeterCampbell, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, that to the best of his knowledge:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date: May 26, 2017 By: /s/ Peter Bauer Name: Peter Bauer Title: Chief Executive Officer (Principal Executive Officer) By: /s/ Peter Campbell Name: Peter Campbell Title: Chief Financial Officer (Principal Financial Officer) Exhibit 15.1Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in the following Registration Statements: (1)Registration Statement (Form S-8 No. 333-208384) pertaining to the Mimecast Limited 2007 Key Employee Share Option Plan, the MimecastLimited 2010 EMI Share Option Scheme, the Mimecast Limited Approved Share Option Plan, the Mimecast Limited 2015 Share Option andIncentive Plan, and the Mimecast Limited 2015 Employee Share Purchase Plan, and (2)Registration Statement (Form F-3 No. 333-215642);of our report dated May 26, 2017, with respect to the consolidated financial statements of Mimecast Limited included in this Annual Report (Form 20-F) ofMimecast Limited for the year ended March 31, 2017. /s/ Ernst & Young LLP Boston, MassachusettsMay 26, 2017
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