UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2019OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITIONPERIOD FROM TO .Commission File Number 001-37637 MIMECAST LIMITED(Exact name of Registrant as specified in its Charter) Bailiwick of Jersey Not Applicable(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.)CityPoint, One Ropemaker Street, MoorgateLondon EC2Y 9AWUnited Kingdom EC2Y 9AW(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (781) 996-5340 Securities registered pursuant to Section 12(b) of the Act: (Title of each class)(Trading Symbol)(Name of each exchange on which registered)Ordinary Shares, nominal value $0.012 per shareMIMEThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) 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 ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. 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 preceding12 months (or for such shorter 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. Seethe definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒ Accelerated filer ☐Non-accelerated filer☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of our ordinary shares on the NASDAQGlobal Select Market on September 28, 2018, the last business day of the registrant’s second fiscal quarter, was $1,864,042,783. This calculation does not reflect a determination thatcertain persons or entities are affiliates of the registrant for any other purpose.The number of registrant’s ordinary shares outstanding as of May 15, 2019 was 61,345,165.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s Definitive Proxy Statement relating to the 2019 Annual General Meeting of Shareholders, scheduled to be held on October 3, 2019, are incorporated byreference into Part III of this Report. The Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year endedMarch 31, 2019. Table of Contents PagePART I Special Note Regarding Forward-Looking Statements1Item 1.Business2Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments33Item 2.Properties33Item 3.Legal Proceedings33Item 4.Mine Safety Disclosures33 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34Item 6.Selected Financial Data35Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations40Item 7A.Quantitative and Qualitative Disclosures About Market Risk58Item 8.Financial Statements and Supplementary Data60Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure98Item 9A.Controls and Procedures98Item 9B.Other Information99 PART III Item 10.Directors, Executive Officers and Corporate Governance100Item 11.Executive Compensation100Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters100Item 13.Certain Relationships and Related Transactions, and Director Independence100Item 14.Principal Accounting Fees and Services100 PART IV Item 15.Exhibits, Financial Statement Schedules101Item 16.Form 10-K Summary106 Signatures107 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statements regarding our future results ofoperations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. These statementsinvolve known and unknown risks, uncertainties and other important factors that may cause our actual results and performance to be materially different fromany future results or performance expressed or implied by the forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,”“anticipate,” “intend,” “expect,” “predict,” “potential,” “could,” “should,” “contemplate,” “would,” “project,” “seek,” “target,” “might,” “plan,” “strategy,”and similar expressions or variations that are not statements of historical fact are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements set forth in this this Annual Report on Form 10-K include, but are notlimited to, the following: •our expectations regarding our revenue, expenses and other results of operations; •our plans to invest in sales and marketing efforts, increase the size of our sales and marketing team, and expand our channel partnerships; •our ability to attract new customers in each of our markets, retain existing customers, and maintain a relatively consistent revenue retention rateover the next twelve months; •our plans to continue to invest in the research and development of technology for both existing and new products, and increase the size of ourresearch and development team; •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, develop new and enhanced solutions to meet those needs, and market acceptance of any new andenhanced solutions; •our ability to compete in our industry and innovation by our competitors; •our ability to adequately protect our intellectual property and risks we face from organizations that claim we are infringing their intellectualproperty; •our ability to respond to evolving regulatory requirements regarding data protection and privacy, including the European Union’s GeneralData Protection Regulation; •the potential impact of foreign currency exchange rates on our results of operations; •the effects of the United Kingdom exiting from the European Union; and •our plans to pursue strategic acquisitions and our ability to use the technology we acquire to enhance the products and services we offer to ourcustomers.We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on Form 10-K.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 10-K 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 are subject to risks,uncertainties and other factors described in Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K. Moreover, we operate in a very competitiveand rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertaintiesthat could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. We cannot assure you that the results, eventsand circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materiallyfrom those described in the forward-looking statements.The forward-looking statements made in this Annual Report on Form 10-K 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 10-K to reflect events or circumstances after the dateof this Annual Report on Form 10-K 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.As used in this Annual Report on Form 10-K, the terms “Mimecast,” “Company,” “Registrant,” “we,” “us,” and “our” mean Mimecast Limited and itssubsidiaries, unless the context indicates otherwise.1 PART IItem 1. Business.We are a leading global provider of cloud cyber resilience solutions for corporate data and email. Email is the number-one threat vector facingorganizations today. Our fully-integrated, cloud services protect customers across the globe from incidents that typically start with email, including advancedcyberattacks, data loss, downtime, and human error. We mitigate the significant business disruption caused by email failure and downtime. Our cloud archivesecures, stores and manages data, while addressing compliance, regulatory and e-discovery requirements, and improving employee productivity. During theyear ended March 31, 2019, or fiscal 2019, we launched our awareness training product to help our customers train their employees on security awareness andcyber risk. Employee errors account for one of the leading causes of cybersecurity incidents. During fiscal 2019, we also introduced our web security productthat protects our customers against malicious web activity initiated by employees and which also provides customers with the ability to block inappropriatewebsites. The web is the second highest threat vector for cyber attacks.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 far more common than in the past.Additionally, organizations are not just using email for communication. Email archives are used as an active repository of vital corporate information neededto meet compliance and regulatory requirements and ensure employee productivity. As a result, email represents one of the highest concentrations of businessrisk that organizations face.Traditional approaches to addressing these risks leave customers managing disparate point products from multiple vendors that are often difficult touse, costly to manage, difficult to scale, can fail to fully address advanced threats, and limit the use of corporate information to enhance productivity. 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 a comprehensive cyber resilience strategy for email that spans security, continuity,archiving and end-user empowerment. These capabilities are delivered from an easy-to-use single platform, which now also includes our web securityoffering. Providing a fully-integrated service also simplifies ongoing management and service deployment. Our customers can then decommission the oftencostly and complex point products and on-premises technology they have traditionally used to address these risks. We also make it easier for customers tomove more of their IT workloads to the cloud.We serve approximately 34,400 customers and protect millions of their employees around the world. Our service scales effectively to meet the needsof customers of all sizes. We sell our services through direct sales efforts and through our channel partners. Our sales model is designed to meet the needs oforganizations of all sizes across a wide range of industries and in over 130 countries. We have approximately 1,500 employees located in offices in theUnited States, the United Kingdom, South Africa, Australia, United Arab Emirates, the Netherlands, Israel and Germany. For the fiscal years ended March 31,2019, 2018 and 2017, our revenue was $340.4 million, $261.9 million and $186.6 million, respectively.Industry BackgroundEmail and web are critical tools for organizations of all sizes. Email also captures a comprehensive history of corporate activity, knowledge and datavital for day-to-day business operations and employee productivity. Email needs protection and the technology needed to protect has extended well beyondthe corporate mailbox itself to include additional security, continuity and archiving services, all of which have typically been offered by separate vendorswith different approaches.While our industry is rapidly evolving, we believe the following reflect the key themes and compelling trends that are important to understanding ourindustry: •Email and web are critical to all organizations; •Many critical IT systems rely on email to operate effectively; •Email and web are the primary security targets for advanced cyberattacks; •The amount of critical and sensitive data in email archives is growing rapidly; •Data protection, cybersecurity and data privacy are key compliance and regulatory concerns for all organizations;2 •Email downtime is disruptive to employee productivity; •IT workloads, including business productivity tools, are moving to the cloud; •Business email mailboxes are moving to the cloud, but this creates new risks to mitigate; •Traditional email security, continuity and archiving alternatives can be inadequate and may not address increasing customer requirements andprotect against next generation security threats; •Point products are inflexible and only address part of the problem; •Traditional on-premises or hosted architectures have performance limitations and are expensive; and •Employee training on cybersecurity risks is increasingly viewed as critical to risk mitigation.The limitations of traditional security and archiving technologies mean customers need to rethink their approach to protecting email, web andcorporate information. We believe organizations are ultimately looking to implement a multi-layered cybersecurity and resilience strategy that deliversprotection of users, data and operations from the risks arising from technological failure, human error and malicious intent. The risks also increase withorganizations migrating to Microsoft Office 365®, as it is a complex email solution that is a high value and high-profile target. Organizations also needrobust continuity options to solve for unpredictable events that cause an outage to email and result in disruption to business. A multi-layered cybersecurityand resilience approach is needed to effectively address the diverse threats and data classifications within a single data environment.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 a cyber resilience solution for data and email platform, our service helpsorganizations reduce the complexity and cost of managing point technologies from disparate vendors and brings additional benefits from newcapabilities made possible due to the platform, and cloud delivery. •Strong Technology. As organizations substitute specialized products provided by different vendors, it is imperative that the individualproducts are as good as, or better than, those being replaced. Organizations are not willing to compromise on performance or security at aproduct 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 and web security and information management technology must be natively cloud-based, thereby eliminating theneed for local software 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 fully-integrated service alsomeans it should be managed from a single administration console. •Adaptable to Customer Needs. With the rapidly shifting threat landscape and other IT requirements, customers’ email and web security needsare continuously evolving. It is important that email and web security and information management solutions adapt quickly to helporganizations keep pace with changing risks and enhance productivity. In addition, organizations are increasingly interested in enhancingcybersecurity training for employees as they realize that human error is one of the key factors in many cyber incidents. •Lower Total Cost of Ownership. The most-effective approach for corporate email security, continuity, archiving and data management is tosolve the current problems of integration, performance and scalability while simplifying the IT email infrastructure and reducing the initialcapital outlay, recurring maintenance costs and growing storage costs that many companies face as their volumes scale.3 Our Market OpportunityThe United States Census Bureau estimates there are approximately 5.8 million organizations employing 121.1 million employees in the UnitedStates. Among them, there are over 610,000 small and mid-size organizations, which are defined as those organizations employing 20 to 4,999 employeesthat together have approximately 59 million employees. Based on a recent report by Gartner, Inc., worldwide combined spending will total approximately$7.8 billion for the secure email gateway software, secure web gateway software, and enterprise data loss prevention software markets (see chart below). IDCResearch estimates the markets for backup and recovery software, and e-discovery software will grow to $11.6 billion. Based on these reports, the combinedmarkets catering to enterprise information and email security, web security, continuity and archiving are estimated to be $19.4 billion in 2021. We believethere is a considerable need for a comprehensive integrated cloud solution that can address the needs of customers in these markets.We believe our immediate opportunity is to replace incumbent email security, continuity and archiving vendors. As we extend our products intoadjacent areas, including web security, we anticipate this will open additional opportunities to take further market share in a wider range of enterprisesecurity and data 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 Report described herein, (the “Gartner Report”) represents research opinion or viewpoints published, as part of a syndicatedsubscription service, by Gartner, Inc. (“Gartner”), and are not representations of fact. Each Gartner Report speaks as of its original publication date (andnot as of the date of this Form 10-K filing) and the opinions expressed in the Gartner Report are subject to change without notice.Our SolutionOur integrated suite of cloud services for security, continuity and archiving is designed to offer true cyber resilience for email and web and deliverscomprehensive email risk management beyond the primary mail server. We protect customers and their data from the growing threat of email attacks throughmalware, spam, data leaks and advanced threats such as phishing and impersonation attacks. Our continuity services ensure email and corporate informationremain available in the event of a primary system failure or scheduled maintenance downtime. We also help organizations securely and cost effectivelyarchive their growing email and file repositories to support employee productivity, compliance and e-discovery.Our customers benefit from: •Comprehensive Email, Web and Data Risk Management in a Single, Unified Cloud Service. Our services integrate a range of technologiesinto a comprehensive service that would otherwise require an array of individual devices or services from multiple vendors. We enablecustomers to decommission these technologies, reduce the cost and complexity of their infrastructure, redeploy IT resources, and improve thesecurity and risk management of their corporate email and web environment.4 •Best-of-Breed Security, Continuity and Archiving Services. We believe our customers should not have to compromise on the quality of theiremail and web security, continuity or archiving services in order to benefit from integration. Our strategy is to develop best-of-breedcapabilities within our integrated service to compete successfully with industry-leading point products in three critical areas: •Email, Web and Data Security: We protect customers from a comprehensive range of email, web and data related threats that include,but are not limited to, spam, viruses, impersonation attacks, phishing and spear phishing, identity theft, advanced persistent threats,malicious attachments, known and unknown malware, outbound spam outbreaks and malicious inbound URLs, extortion and fraud. Wecombine our proprietary cloud-based scanning, detection and real-time intelligence gathering technologies with third-party threat dataand malware libraries to deliver comprehensive 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 normal operations. •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 527 million emails per day, and store approximately 296billion emails and approximately 54 petabytes of customer data. We achieve demanding continuity service commitments with data centers thatare replicated in each of our primary geographies and operate in active-active mode enabling fast failover and fail-back as required. •Easy to Deploy and Manage. Our service is designed to be easy to deploy. Customers simply route their email traffic through our cloud andcan be up and running in a matter of days and sometimes less. We then enable our customers to add or delete new services and employees, andmanage all security and other policies centrally via a single web-based administration console that significantly simplifies the ongoingmanagement of their email and data environment. •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 without interruption to our customers.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 by removing the complexity that has stalled many customers to date. Our interoperability withcloud-based email servers, such as Microsoft Office 365®, makes this easier to achieve and helps to mitigate remaining concerns about thereliance of single-vendor security, data integrity and continuity risk of such a move. Our data ingestion offering also allows customers to bringtheir legacy data into our cloud archive to ensure it is a complete record of current and historic data. •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 these costs. We utilize hardware efficiently, and share a single instance of 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.5 Our Growth StrategyWe will continue to invest in our cloud security, data and risk management services. As more organizations move IT workloads such as email to thecloud, we believe we are well positioned to continue capitalizing on this growing opportunity globally.Our growth strategy is focused on the following: •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 services as bundles and in a modular fashion, enabling us to win new customers by addressing a variety ofinitial needs and use cases that we are then often able to expand over time as we cross sell other offerings. 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 andto bring new customers onto our cloud architecture. •Drive Revenue Growth from Our Existing Customer Base. We serve approximately 34,400 customers of all sizes. We provide a high level ofservice that results in our customers staying with us year over year, which has resulted in a revenue retention rate of 111%, 110% and 111% forthe fiscal years ended March 31, 2019, 2018 and 2017, respectively. This large and loyal customer base provides us with the opportunity to selladditional services and add more employees to their subscriptions. We believe we have significant upsell potential in our existing customerbase with current and new services. For a description of how we calculate our revenue retention rate, see Part 1, Item 6, “Selected FinancialData” in this Annual Report on Form 10-K. •Develop Our Technology and Release New Services. We regularly update and improve our software and architecture and seamlessly deploythese updates to our customers. 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®. •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. In small and mid-market organizations, we are extending our network of leading IT resellers. We expect to expand ourchannel strategy over time to incorporate additional security or cloud specialists, as well as resellers focusing on supporting customers with thetransition to Microsoft Office 365®. We intend to further invest in our network of channel partners to continually extend our global sales,service and support capabilities. •Continue to Expand Our Geographic Presence. We were founded outside the United States and, consequently, approximately 50% of ourrevenue in fiscal year 2019 and 51% of our revenue in fiscal years 2018 and 2017 was derived from non-U.S. locations. We view the UnitedStates as our most significant growth market. Since founding our U.S. business in 2008, we have established a successful direct sales channeland service infrastructure to exploit this opportunity. We plan to investigate additional international expansion from our regional bases in theUnited States (for North America), the United Kingdom and Germany (for Europe), South Africa (for Africa and the Middle East), and Australia(for Asia-Pacific). •Growth Through Acquisitions. We believe there is a significant opportunity to grow our business by acquiring complementary products,technologies and businesses. We look for products and technologies that will enable us to expand our offerings to our existing customer baseand attract new customers that we were not able to service with our existing offerings. We also believe that acquisitions give us access topotential employees with industry experience that may not otherwise be available to us. In July 2018, we acquired ATAATA, Inc., or Ataata, acybersecurity training and awareness platform designed to reduce human error in the workplace. The Ataata service forms the core of our newawareness training offering. In July 2018, we also acquired Solebit LABS, Ltd., or Solebit, an Israeli-based cybersecurity software provider thatoffers a fast, accurate and computationally efficient approach for the identification and isolation of zero-day malware and unknown threats indata files as well as links to external resources. We believe that our acquisition of this technology and the incorporation of such technologyinto our current products and services further enhances Mimecast’s cyber resilience platform architecture. In January 2019, we acquired SimplyMigrate, Ltd., or Simply Migrate, a provider of archive data migration technology, which enhances the data migration services we offer ourcustomers.6 Our TechnologyWe have developed a native cloud architecture, including our own proprietary software as a service, or SaaS, operating system, Mime | OS™, andcustomer-facing services, to address the specific risks and functional limitations of business email and data. Our innovative cloud-based approach does notrequire on-premises or hosted appliances. We believe we are one of only a few cloud service providers that have fully committed to native clouddevelopment.We have a proven record of performing successfully at considerable scale and addressing rapidly growing customer demands. We processapproximately 527 million emails per day and manage approximately 296 billion emails in total with our service. We archive approximately 54 petabytes ofcustomer data and add more than 78.6 terabytes of customer data per month.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 simply requires activation from within a single administration console.Our Proprietary Native Cloud Architecture— Mime | OS™We developed our proprietary operating system, 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™ comprises 20+ microservices that 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 and services, except Mimecast Awareness Training, use Mime | OS™ to interact with our data stores and processing technology, as well asinteroperate effectively with each other. We expect that Mimecast Awareness Training will be on Mime | OS™ during the first half of the fiscal year endedMarch 31, 2020.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 each customershares the same core operating and application software. Improvements, upgrades, new products or patches are applied once and are available immediatelyacross our 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 forall customers that simplifies management, support and product development.Our commitment to continual improvement in Mime | OS™, our customer applications and our hardware infrastructure mean we are constantlystrengthening the performance of our service as we scale. These improvements include faster archive search times and data ingestion, greater storage density,improved processing and extended security coverage. Each week, we roll out updates and enhancements centrally that benefit our customers without theneed for additional infrastructure investment on their part. Additionally, when new threats emerge, we act once by making changes to our service and allcustomers benefit immediately. We can also identify and act on threats to one customer and quickly prevent them from impacting others by changing ourcore system.7 How Our Services WorkMimecast Advanced SecurityWe protect inbound and outbound email from malware, spam, advanced persistent threats, email Denial of Service, or DoS, and Distributed Denial ofService, or 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 email infrastructure. This prevents unwanted email from reaching the customer in the first place and cluttering their infrastructure unlike on-premises services from competitors. Each day, we monitor approximately 1.2 billion messages and deliver, on average, less than 50% of those messages to thecustomer.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 directed to ourservers, if a customer’s primary email service fails, our Mimecast Mailbox Continuity service takes over the delivery and sending of email in real time or atthe request of the administrator, offering immediate fail-over and fail-back. When the primary service is re-established, the customer is reassured that there hasbeen no loss of data and that the archive is maintained. For employees, the process is virtually invisible—they continue to work as before in their MicrosoftOutlook® 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 Mimecast cloud automatically and indefinitely. Our employee mobile and desktop search tools and administration console then allow for detailedinvestigation of the archive. We also enable customers with legacy archive data to put this into their single Mimecast archive, which improves adherence todata 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 basis and not on a data usage basis. By switching to the Mimecast Enterprise Information Archiving Service, expensive and ineffective onsitearchives can be decommissioned, reducing the data load on the primary email service. Our search tools make it easy for legal staff and employees to quicklyfind data without the need to turn to the IT team. Finally, our archive can also include legacy data that would otherwise be held in additional storage. Thiscan be ingested over-the-wire or via encrypted physical drives sent from the customer to us. Mimecast Web SecurityMimecast Web Security service protects against malicious web activity initiated by user action or malware and blocks access to inappropriate websitesbased on acceptable use policies. When a user makes a request for a web-based resource (typically in a browser) by clicking a link or typing in an address,that request is then forwarded to the service for resolution and inspection or filtering. The service applies the customer’s acceptable use controls, as well asany bypass exceptions, and evaluates the site’s classification to determine if the site safe or unsafe. Access to unsafe web resources is blocked, and the user isnotified via a block page. Access to safe web resources is immediately allowed, with the IP address of the requested site being returned to the user’s browserso the content can be accessed. Access logs and associated reports generated by the service are available for review by a system administrator with theappropriate privileges.8 Our Global Data Center NetworkWe have built networks in twelve data centers in six locations around the world to deliver our services, except Mimecast Awareness Training where wecurrently leverage Amazon Web Services® for delivery of certain aspects of the service. This gives customers geographic and jurisdictional control over datalocation, which enables them to address data privacy concerns. Each region operates two identical data centers that function in active-active mode indifferent locations, and have N+1 set-ups to meet our continuity of service commitments. Because of this redundancy, we can switch operations from one datacenter to another to maintain our customers’ email and data services. We have developed a modular approach to provisioning a new data center and cantransition among data centers as needed in existing or new geographies. Our twelve co-located data centers are replicated and operate in active-active modeto allow for continuity of service in the event of downtime or maintenance.Our ServicesOur email and web security, continuity and archiving services protect customer data, providing organizations comprehensive risk management in asingle, cloud-based, fully-integrated service, which is licensed on a subscription basis. •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. •Mimecast Mailbox Continuity service ensures employees can continue using email during unexpected and planned outages such as systemmaintenance, whether their email is managed in the cloud or on-premises. •Mimecast Enterprise Information Archiving unifies email, data to support e-discovery, forensic analysis and compliance initiatives, and givesemployees fast access to their personal archive via PC, Mac® and mobile apps. •Mimecast Web Security service protects against malicious web activity initiated by user action or malware and blocks access to inappropriatewebsites based on acceptable use policies.Mimecast Advanced SecurityMimecast Secure Email Gateway provides a critical defense against hackers seeking to capture and exploit valuable organizational information anddisrupt business operations. Our Mimecast Email Security services provide comprehensive email security. They block spam, malware, malicious URLs, spear-phishing, and defined content from entering or exiting the organization. Further, these services provide administrators granular security and content policycontrol for inbound, outbound, and internal email traffic to help protect against cyber threats and data leaks. Integration into Microsoft Outlook® and viamobile apps provides employees the freedom to be self-sufficient and to manage their quarantines, personal blacklists, and many other aspects of their emailsecurity and management. Through our advanced data leak protection and content controls, organizations can prevent the inadvertent or malicious loss ofsensitive corporate data. Policies using keywords, pattern matching, file hashes and dictionaries actively scan all email communications including fileattachments to stop data leakage and support compliance. Suspect emails can be blocked, quarantined for review by administrators or sent securely.Customers can benefit from the following Mimecast Email 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 employeeswith more information about the email and its destination, encouraging them to consider whether the email is coming from a reliablesource and if the page is safe. If the employee chooses to continue, the choice is logged and URL Protect scans the link and blocksaccess if the destination is deemed unsafe. IT administrators can adjust the frequency of these awareness prompts to ensure employeecaution is maintained. Repeat offenders that regularly click bad links can automatically receive more frequent prompts until theirbehavior changes. The IT team can track employee behavior from the Mimecast administration console and target additional securitytraining as required.9 •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. The attachment is delivered to the employee in read-only format without any sandbox analysis delay. As most attachments are read rather than edited, this is often sufficient 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 theoriginal file format. •Impersonation Protect gives instant and comprehensive protection from malware-less social engineering attacks, often called CEOfraud, whaling, impersonation, or business email compromise. These attacks are designed to trick users, most particularly key employeessuch as those who are on 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 attacks 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 such as ‘wiretransfer,’ ‘tax form’ or ‘urgent.’ •Internal Email Protect, or IEP, allows customers to monitor, detect and remediate security threats that originate from within their internal emailsystems. This capability provides for the scanning of attachments, URLs, and content in internally generated email. In addition, IEP includesthe ability to automatically remediate 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 fromMicrosoft Outlook® or a native Mac® app. It protects attachments in line with security and content policies by using encryption, optionalaccess key and custom expiration dates; supports audit, e-discovery and compliance by archiving all files and notifications according to emailretention policies; and protects email system performance from the burden of large file traffic.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. We also support email top-up services for customers whohave to recover their Microsoft Exchange® environments from backups. The continuity service is capable of reliably and securely supporting customersduring short or long-term continuity events. Integration with Microsoft Outlook®, a native app for Mac® users and a full suite of mobile apps meansemployees have seamless 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, or 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.10 Customers can also purchase the following additional services as part of our Mimecast Enterprise Information Archiving offering: •Recoverability: Email continues to be the preferred business communication tool and de facto data repository. It holds vast amounts of criticaland sensitive information. Protecting the data in emails against loss or corruption and managing spiraling inboxes is imperative toorganizations of all sizes. Mimecast Sync & Recover, which works with Microsoft Exchange® and Microsoft Office 365®, offers three keycapabilities on top of the built-in tools provided by Mimecast Archiving, including Sync & Recover, Granular Retention Management andMailbox Storage (Stubbing) Management. Sync & Recover delivers rapid and granular recovery of mailboxes, calendar items and contacts lostthrough inadvertent or malicious deletion or corruption. •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 varying requirements for email retention including, for example, how long email should, or is required tobe retained. Mimecast Granular Retention Management enables IT teams to centrally apply policies to manage the retention of emailcontent and related metadata. •Mimecast Compliance Protect: This feature, which was launched in fiscal 2019, assists customers in highly regulated industries comply withthe significant record retention requirements of various regulatory agencies, such as the Securities and Exchange Commission, or SEC, and theFinancial Industry Regulatory Authority, Inc., or FINRA. Mimecast Web SecurityIn fiscal year 2019, we launched Mimecast Web Security. As the workplace has changed and the how, when and where employees work has becomeincreasingly flexible with users wanting to work anytime, anywhere, and on any device, the landscape for how our customers manage risk, from cloudapplications outside their sanctioned IT systems to guest or public Wi-Fi networks, has become increasingly challenging. Email and the web are the sourcesof nearly all data security incidents and breaches that occur. Most organizations do not monitor domain name system, or DNS, activity, leaving themvulnerable to this communications path. The Mimecast Web Security service protects against malicious web activity initiated by user action or malware,ransomware and other malicious software, and blocks access to inappropriate websites, based on business polices. Our Mimecast Web Security Service addsstrong security at the DNS layer of the web and is easy to implement and manage. When combined with the Mimecast Secure Email Gateway, organizationscan use a single, cloud-based service that protects against the two dominant cyberattack vectors: email and the web. The combined solution is also built toleverage each customer’s existing configurations for directory synchronization, branding, role-based access control, and other core platform features to helpreduce both set-up time and maintenance.Mimecast Awareness TrainingIn order to help our customers address security risks associated with the activities of their employees, in fiscal 2019, we launched Mimecast AwarenessTraining. Mimecast Awareness Training addresses a customer’s vulnerability to human error by combining effective, modern and engaging trainingtechniques with predictive analytics. Our advanced risk scoring of our customers’ employees uncovers problems that cut across multiple issues andbehaviors, enabling customers to be proactive about mitigation. By leveraging the risk score, customers can deliver personalized training regimens or tailorsystem permissions and access for individual employees based on risky behavior and likelihood of being targeted for attack.Service BundlesMany of our customers take advantage of 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. Our service range continues to respond to the changing threat landscape and reflect customers’ requests for combinations of servicesacross advanced security, including email and web, continuity, archiving and awareness training.11 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. Administrators can use granularpermissions to activate functions for individual employees or groups of users, while centralized security and policy management means IT teams can retaincontrol 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 organizations of allsizes across a wide range of industries and in over 130 countries. Our sales team is based in offices in Boston, Chicago, Dallas and San Francisco, UnitedStates; London, United Kingdom; Johannesburg and Cape Town, South Africa; Melbourne and Sydney, Australia; Amsterdam, the Netherlands, Dubai, UAEand Munich, Germany. We maintain a highly-trained sales force of approximately 440 employees as of March 31, 2019, which is responsible for acquiringand developing new business.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 CDW and Dimension Data.In the mid-market, we work with leading national partners, including Softchoice, SHI, CDW and Softcat. The small business market is primarily served by thereseller community and by managed service providers, who typically provide or host email services. We work closely with all channel partners to offercooperative marketing, deal registration, as well as support and technical resources. We believe these partners view our services as a key source of additionalrevenue and a way for them to add significant value to their customers as they can support their desire to move to the cloud without compromising theirsecurity 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 take advantage of a large market opportunity through both the growth of our direct salesorganization and investment in 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 andproduct 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 also invest in public relations and thought leadership to build our overall brand andvisibility. We execute our marketing strategy by using a combination of internal marketing professionals and a network of global channel partners. We investin field, channel, product and brand marketing and have increased our investment in digital marketing to drive greater lead generation volume andefficiency.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 global Customer Success and Support teams, which consist of approximately 320 employees dedicated to ensuring a superior experience forour customers. For each of the fiscal years ended March 31, 2019, 2018 and 2017, our customer retention 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.12 We have designed a comprehensive monitoring methodology that measures and evaluates the interactions we have with our customers from sales andon-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 value driver of our customer on-boarding process is our Legacy Data Migration services. Our customers often have legacy email archives thatthey want to move to the cloud. As data loads increase these archives become more and more cumbersome to manage and can reach 400TB or more in somecases. Our data migration service helps solve the problems customers face when extracting data and getting it into the right format for importing to the cloud,which can be expensive, time-consuming and require interactions with multiple vendors. We expect that the technology we acquired in connection with theSimply Migrate acquisition will enhance the data migration services we offer to our customers.In addition, we offer a full range of support services to our global customer base, including comprehensive online resources and email support with nooutsourcing of support or account management to third parties. We also offer various additional services that include options for 24x7 telephone support andan assigned customer success manager. These support services are tiered to meet specific requirements of our diverse customers. Our full range of customeroutcome driven onboarding services is designed to cater to all customer segments. These services include dedicated implementation and onboardingconsultancy services. We have a dedicated training team and resources designed to enable customers to get the full benefit from their investment. Ourcomprehensive education and consultancy offerings include administrator training and certification, end-user training, and e-discovery training forcompliance teams, all of which are available in-person and online.Beyond customer support and training, we also provide a range of services that are designed to provide additional enablement to customers whorequire it, especially larger enterprises with more complex email infrastructure and legacy data. Our Success Planning and Professional Services teams workdirectly with the customer or partner to assist them in planning, migration and service activation.We offer a service level agreement as part of our standard contract that contains commitments regarding the delivery of email messages to and from ourservers, the speed at which our archive can produce search results, and our ability to correctly identify and isolate spam and viruses. If we do not achievethese levels, the customer can request a credit. Payment of the credit will be made subject to verification of the problem. These credits are tiered according tothe 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, 2019, we had approximately 34,400 customers and protected millions of their employees in over 130 countries. Our diverse globalfootprint is evidenced by the fact that in the fiscal year ended March 31, 2019, we generated 50% of our revenue from the United States, 31% from the UnitedKingdom, 14% from South Africa and 5% from the rest of the world. Our customers range from large enterprises with approximately 95,000 employees tosmall organizations with less than 50 employees and represent a diverse set of industries. For example, in the fiscal year ended March 31, 2019, we generated11% of our revenue from customers in the legal services industry, 14% from customers in the professional, scientific and technical services industry, 10%from customers in the manufacturing industry and 13% from customers in the finance and insurance industry. Our business is not dependent on any singlecustomer. No single customer represented more than 1% of our annual revenues in the fiscal years ended March 31, 2019, 2018 or 2017.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 and product management teaminteracts with our customers and partners to address emerging market needs, counter developing threats and drive innovation in risk management and dataprotection. We operate a continuous delivery model for improvements to our infrastructure and products to ensure customers benefit from regular updates inprotection and functionality without the need for significant intervention on their part. Our research and development and product management efforts giveprominence to services that enhance our unification commitment and allow customers to displace point solutions or on-premises products.13 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, 2019, we have 15 patents issued and 18 patent applications pending in the United States. We also have 5 patents issued and 1 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 ourproducts may be unenforceable under the laws of certain jurisdictions and foreign countries. In addition, the laws of some countries do not protect proprietaryrights to as great of an extent as the laws of the United States, and many foreign countries do not enforce these laws as diligently as government agencies andprivate parties in the United States. Our exposure to unauthorized copying and use of our products and misappropriation of our proprietary information mayincrease as a result of our foreign operations.We expect that software and other solutions in our industry may be increasingly subject to third-party infringement claims as the number ofcompetitors grow and the functionality of products in different industry segments overlap. Moreover, many of our competitors and other industry participantshave been issued patents, or filed patent applications, and have asserted claims and related litigation regarding patent and other intellectual property rights.Third parties, including non-practicing patent entities, have from time to time claimed, and could claim in the future, that our technologies infringe patentsthey now hold or might obtain or be issued in the future. See Part I, Item 1A, “Risk Factors — We may be sued by third parties for alleged infringement oftheir proprietary rights” in this Annual Report on Form 10-K.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, web 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, Agari Data, Inc., and Cisco Systems Inc., in security; Dell EMC, Microsoft Office® 365®, Proofpoint, VeritasTechnologies LLC, Smarsh Inc., and Barracuda in archiving; KnowBe4, Inc., Cofense Inc., and Wombat Security, a division of Proofpoint, in awarenesstraining; and Cisco, Webroot Inc., TitanHQ’s Webtitan, SafeDNS, Inc., Akamai Technologies, Inc, Infoblox Inc., Forcepoint LLC, Trustwave Holdings, Inc.,and Zscaler, Inc. in web security. 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 todevote greater resources to the development, promotion and sale of their products than we can to ours, which could allow them to respond more quickly thanwe can to new technologies, threats and changes in customer needs. We cannot provide any assurance that our competitors will not offer or develop productsor services that are superior to ours or achieve greater market acceptance.The principal competitive factors in our market include, but are not limited to: •reliability and effectiveness in protecting, detecting and responding to cyberattacks; •scalability and multi-tenancy of our system; •breadth and unification of our services;14 •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 based on 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.EmployeesAs of March 31, 2019, we had 1,495 employees and subcontractors, including 606 in sales and marketing, 310 in research and development, 317 inservices and support and 262 in general and administrative. While we have operations in the United Kingdom, the United States, South Africa, Australia,Germany and Israel, most of our employees are based in the United Kingdom and the United States. None of our employees are represented by a labor unionor covered by a collective bargaining agreement. We have never experienced a strike or similar work stoppage, and we consider our relations with ouremployees to be good.Corporate InformationMimecast 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 Limited, a private limited company incorporatedin 2003 under the laws of England and Wales, and its subsidiaries by way of a share-for-share exchange in which the shareholders of Mimecast UK Limitedexchanged their shares in Mimecast UK Limited for an identical number of shares of the same class in Mimecast Limited. Following the exchange, thehistorical consolidated financial statements of Mimecast UK Limited became the historical consolidated financial statements of Mimecast Limited, of whichthe consolidated financial statements as of and for the three years ended March 31, 2019 are included in this Annual Report on Form 10-K. Mimecast Limitedhas 12 subsidiaries. Our principal operating companies are Mimecast UK Limited, a company organized under the laws of England and Wales, MimecastServices Ltd, a company organized under the laws of England and Wales, Mimecast North America Inc., a Delaware, United States corporation, MimecastSouth Africa (Pty) Ltd., a South African corporation, Mimecast Australia Pty. Ltd., an Australian corporation, and Mimecast Germany GmbH, a Germancorporation, each of which is a wholly-owned subsidiary of Mimecast Limited. Our principal executive office is located at CityPoint, One Ropemaker Street,Moorgate, London, EC2Y 9AW, United Kingdom.Our ordinary shares are traded on The Nasdaq Global Select Market under the symbol “MIME”.Geographic InformationFor financial reporting purposes, total revenue and property and equipment, net attributable to geographic areas are presented in Note 14, “Segmentand Geographic Information”, to the consolidated financial statements, included elsewhere in this Annual Report on Form 10-K.15 Available InformationWe maintain an Internet website at www.mimecast.com. The information on, or that can be accessed through, our website is not incorporated byreference into this Annual Report on Form 10-K and should not be considered to be a part of this Annual Report on Form 10-K. Our website address isincluded in this Annual Report on Form 10-K as inactive textual reference only. Our reports filed or furnished pursuant to Section 13(a) or 15(d) of theSecurities Exchange Act of 1934, as amended, or the Exchange Act, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q andour Current Reports on Form 8-K, and amendments to those reports, are accessible through our website, free of charge, as soon as reasonably practicable afterthese reports are filed electronically with, or otherwise furnished to, the SEC. The SEC maintains an internet site that contains reports, proxy and informationstatements, and other information regarding issuers that file electronically with the SEC, including us, at http://www.sec.gov. We also make available on ourwebsite the charters of our audit committee, compensation committee and nominating and corporate governance committee, as well as our corporategovernance guidelines and our code of business conduct and ethics. You may request copies of our reports and the other documents referenced above, at nocost, by writing to or telephoning us as follows:Mimecast LimitedAttention: Investor Relations191 Spring StreetLexington, Massachusetts 02421Telephone: 617-393-7050 16 Item 1A. Risk Factors.Our business, financial condition, results of operations and future growth prospects could be materially and adversely affected by the following risksor uncertainties. The risks and uncertainties described below are those that we have identified as material, but they are not the only risks and uncertaintieswe face. Our business is also subject to general risks and uncertainties that affect many other companies, including overall economic and industryconditions, as well as other risks not currently known to us or that we currently consider immaterial. If any of such risks and uncertainties actually occurs,our business, financial condition, results of operations and prospects could differ materially from the plans, projections and other forward-lookingstatements included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in thisAnnual Report on Form 10-K and in our other public filings.Risks 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 existing security, continuity and archivingofferings and new products we introduce from time to time. Acquiring new customers is a key element of our continued success, growth opportunity andfuture revenue. We will continue to invest in a direct sales force combined with a focused channel strategy designed to serve the various requirements ofsmall, mid-market and large enterprises and to bring new customers onto our cloud architecture. Any failures by us to execute in these areas will negativelyimpact our business. The rate at which new and existing customers purchase our products depends on a number of factors, including those outside of ourcontrol. For example, a deterioration in macroeconomic conditions in the markets we operate in could have a negative impact on our customers, which couldadversely impact our ability to attract new customers and retain existing customers. In the past, negative macroeconomic conditions resulted in reductions indemand for IT-related capital spending generally and security solutions specifically, particularly in the financial services, legal and other industries that wetarget. Also, in the fiscal year ended March 31, 2017, we benefited from the decision by Intel Corporation to end-of-life its McAfee MX Logic emailprotection product. Our future success also depends on retaining our current customers at acceptable retention levels. Our retention rates may decline orfluctuate as a result of a number of factors, some of which may be outside our control, including competition, customers’ budgeting and spending priorities,and overall general economic conditions in the geographic regions in which we operate. If our customers do not renew their subscriptions for our productsand services, our revenue would decline and our business would suffer. In future periods, our total customers and revenue could decline or grow more slowlythan we expect.If we are unable to sell additional services, features and products to our existing customers, our future revenue and operating results will be harmed.A significant portion of our revenue growth is generated from sales of additional services, features and products to existing customers. Our futuresuccess depends, in part, on our ability to continue to sell such additional services, features and products to our existing customers. We devote significantefforts to developing, marketing and selling additional services, features and products and associated support services to existing customers and rely on theseefforts for a portion of our revenue. These efforts require a significant investment in building and maintaining customer relationships, as well as significantresearch and development efforts in order to provide upgrades and launch new services, features and products. The rate at which our existing customerspurchase additional services, features and products depends on a number of factors, including the perceived need for additional security, continuity andarchiving services, the efficacy of our current services, the perceived utility and efficacy of our new offerings, our customers’ IT budgets and generaleconomic conditions in the geographic regions in which we operate. If our efforts to sell additional services, features and products to our customers are notsuccessful, our future revenues and operating results will be harmed.Our business depends substantially on customers renewing their subscriptions with us and 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, 2019, 2018 and 2017, 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 or general economic conditions in the geographicregions in which we operate. If our customers do not renew their subscriptions, or renew on less favorable terms, our revenue may decline, and we may notrealize improved operating results from our customer base.17 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, andsecurity awareness training as well as large providers such as Google Inc. and Microsoft Corporation, which offer functions and tools as part of their coremailbox services that may be, or be perceived to be, similar to ours. Our current and potential future competitors include: Barracuda Networks, Inc., Google,Microsoft Exchange Online Protection, Proofpoint, Inc., Symantec Corporation, Agari Data, Inc., and Cisco Systems Inc., in security; Dell EMC, MicrosoftOffice® 365®, Proofpoint, Veritas Technologies LLC, Smarsh Inc., and Barracuda in archiving; KnowBe4, Inc., Cofense Inc., and Wombat Security, adivision of Proofpoint, in awareness training; and Cisco, Webroot Inc., TitanHQ’s Webtitan, SafeDNS, Inc., Akamai Technologies, Inc, Infoblox Inc.,Forcepoint LLC, Trustwave Holdings, Inc., and Zscaler, Inc. in web security. In addition, as we launch new products and services, we will face competitionfrom new and existing competitors. We expect competition to increase in the future from both existing competitors and new companies that may enter ourmarkets. Additionally, some potential customers, particularly large enterprises, may elect to develop their own internal products. If two or more of ourcompetitors were to merge or partner with one another, the change in the competitive landscape could reduce our ability to compete effectively. Ourcontinued success and growth depends on our ability to out-perform our competitors at the individual service level as well as increasing demand for a unifiedservice infrastructure. We cannot guarantee that we will out-perform our competitors at the product level or that the demand for a unified service technologywill increase.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.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, including sales engineers, with the sales skills andtechnical knowledge that we require. In addition, training and integrating a large number of sales and marketing personnel in a short period of time requiresthe allocation of significant internal resources. Our ability to achieve projected growth in revenue in the future will depend, in large part, on our success inrecruiting, training and retaining sufficient numbers of sales personnel. We invest significant time and resources in training new sales personnel to understandour solutions. 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.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’ sensitive and proprietary information,solutions to protect that information from cyberattacks and other threats, data security and integrity are critically important to our business. Despite all of ourefforts to protect this information, we cannot provide assurance that systems that access our services and databases will not be compromised or disrupted,whether as a result of criminal conduct, distributed denial of service, or DDoS, attacks, such as the one we experienced in September 2015, or other advancedpersistent attacks by malicious actors, including hackers, state-backed hackers and cybercriminals, breaches due to employee error or malfeasance, or otherdisruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utilityfailures or natural disasters or other catastrophic events. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotagesystems change frequently or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, wemay be unable to anticipate these techniques or implement adequate preventative measures. Though it is difficult to determine what harm may directly resultfrom any specific interruption or breach, unauthorized access to or disclosure of confidential information, disruption, including DDoS attacks, or theperception that the confidential information of our customers is not secure, any of these events could result in a material loss of business, substantial legalliability or significant harm to our reputation. Further, any mandatory regulatory disclosures regarding a security breach, unauthorized access to or disclosureof confidential information often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our datasecurity measures.18 We must continually monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk ofunauthorized access and expend significant resources to respond to threats to security. However, despite our efforts, we may fail to identify these new andcomplex methods of attack, or fail to invest sufficient resources in security measures. In addition, as we increase our customer base and our brand becomesmore widely known and recognized, we may become a more attractive target for malicious third parties. Any breach of our security measures as a result ofthird-party action, employee negligence and/or error, malfeasance, defects or otherwise that compromises the confidentiality, integrity or availability of ourdata 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 customer and/or class action lawsuits, which could result in financial judgments against us and which would cause us to incur legalfees and costs; •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, and statebreach notification and data privacy laws, as well as regulator enforcement positions and expectations reflected in federal and state regulatory actions,settlements, consent decrees and guidance documents. On June 28, 2018, the State of California enacted the California Consumer Privacy Act of 2018, orCCPA, which is scheduled to take effect on January 1, 2020. The CCPA governs the collection, sale and use of California residents’ personal information, andit will have significant impacts on businesses’ handling of personal information and existing privacy policies and procedures. The CCPA gives Californiaresidents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed informationabout how their personal information is used by requiring covered companies to provide new disclosures to California consumers (as that term is broadlydefined) and provide such consumers new ways to opt-out of certain sales of personal information. The CCPA provides for civil penalties for violations, aswell as a private right of action for data breaches that is expected to increase data breach litigation. The CCPA, as well as data privacy laws that have beenproposed in other states, may limit our ability to use, process and store certain data, which may decrease adoption of our services, increase our costs forcompliance, and harm our business, financial condition, cash flows and results of operations. In addition, the CCPA may subject us to regulatory fines by theState of California, individual claims, and increased commercial liabilities. Internationally, virtually every jurisdiction in which we operate has establishedits own data security and privacy legal frameworks with which we, or our customers, must comply, including the European Union General Data ProtectionRegulation, or GDPR, which became effective in May 2018 and replaced the European Union Data Protection Directive 95/94/EC. The GDPR applies to anycompany established in the European Union as well as to those outside the European Union if they collect and use personal data in connection with theoffering of goods or services to individuals in the European Union or the monitoring of their behavior. The GDPR enhances data protection obligations forprocessors and controllers of personal data, including, for example, expanded disclosures about how personal information is to be used, limitations onretention of information, mandatory data breach notification requirements and onerous new obligations on services providers. Under GDPR, fines of up to20,000,000 Euros or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, may be imposed. Given the breadthand depth of changes in data protection obligations, complying with its requirements has caused us to expend significant resources and such expenditures arelikely to continue into the future as we respond to new interpretations and enforcement actions and as we continue to negotiate data processing agreementswith our customers and business partners.19 To facilitate and legitimize the transfer of both customer and personnel data from the European Union to the United States, in the past we have reliedon the EU-U.S. Safe Harbor Framework, which required U.S.-based companies to provide assurance that they were adhering to relevant European standards fordata protection. In October 2015, the Court of Justice of the European Union invalidated the EU-U.S. Safe Harbor Framework. In February 2016, the U.S. andEuropean Union announced agreement on a new framework for transatlantic data flows entitled the EU-U.S. Privacy Shield and we self-certified under theEU-US Privacy Shield framework in March 2018 and we were certified in July 2018. However, the Privacy Shield continues to be subject to legal challengesand, as a result, there is some uncertainty regarding its future validity and our ability to rely on it for European to US data transfers. If the Privacy Shield isultimately invalidated, we will be required to identify and implement alternative solutions to ensure that we are in compliance with European data transferrequirements. If we fail to comply fully with European privacy laws, European Union data protection authorities might impose upon us a number of differentsanctions, including fines and restrictions on transfers.Given the nature of our business and the types of information our customers store on our systems and the extent of our European operations, includingour corporate headquarters in London, United Kingdom, our German operations and our customers throughout the rest of Europe, evolving data privacy anddata protection laws and regulations in the European Union may significantly impact our business.Privacy and data protections laws and regulations are subject to new and differing interpretations and there may be significant inconsistency in lawsand regulations among the jurisdictions in which we operate or offer our SaaS solutions. Legal and other regulatory requirements could restrict our ability tostore and 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 violate applicable laws or our policies, such violations may also putour customers’ information at risk and could in turn have an adverse effect on our business. The costs of compliance with, and other burdens imposed by, dataprivacy laws, regulations and standards may require resources to create new products or modify existing products, could lead to us being subject tosignificant fines, penalties or liabilities for noncompliance, and may slow the pace at which we close sales transactions, any of which could harm ourbusiness. 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, unfavorablecontractual terms, substantial upfront sales costs and less predictability in completing some of our sales than we do with smaller customers. In addition, ourability to successfully sell our services to large enterprises is dependent on us attracting and retaining sales personnel with experience in selling to largeorganizations. Also, because security breaches of larger, more high-profile enterprises are likely to be heavily publicized, there is increased reputational riskassociated with serving such customers. If we are unable to increase sales of our services to large enterprise customers while mitigating the risks associatedwith 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, 2019, while no individual channel partner accounted for 10% ormore of our revenue, in the aggregate, our channel partners accounted for 73% of our revenue. We expect that sales to channel partners will continue toaccount for a substantial portion of our revenue for the foreseeable future. We utilize channel partners to efficiently increase the scale of our marketing andsales efforts, increasing our market penetration to customers which we otherwise might not reach on our own. Our ability to achieve revenue growth in thefuture will depend, 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 agreements with our channel partners generally allow them to terminate their agreements for any reason upon 90 days’ notice. Theloss of key channel partners, our possible inability to replace them, or the failure to recruit additional channel partners could materially 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.20 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. We also experienced a service disruption in September 2015 as a result ofan external network DDoS attack. Customers using our Secure Email Gateway service in the United States experienced downtime related to the delivery andreceipt of external emails for several hours. The scope of the incident was limited to network traffic and no customer data was lost or compromised. As a resultof the service disruption, we voluntarily provided service credits to affected customers in the fiscal year ended March 31, 2016, totaling approximately $0.4million. While we have undertaken substantial remedial efforts to prevent future incidents like these, we cannot guarantee that future attacks or servicedisruptions will not occur. Any future attacks or service disruptions could adversely affect our reputation, our relationships with our existing customers andour ability to attract new customers, all of which would impact our future revenue and operating results.We have acquired, and may acquire in the future, other businesses, products or technologies, which could require significant management attention,disrupt our business, dilute shareholder value and adversely affect our results of operations.As part of our business growth strategy and in order to remain competitive, we may acquire, or make investments in, complementary companies,products or technologies. For example, in fiscal 2017, we acquired substantially all of the business of iSheriff, Inc., a cloud security provider, and in fiscal2018, we acquired machine learning-based malware detection technology. In July 2018, we acquired Ataata, a security awareness training provider, andSolebit, an Israeli-based developer of security software. In January 2019, we acquired Simply Migrate, a provider of archive data migration technology.Notwithstanding these acquisitions, our acquisition experience to date remains limited, and as a result, our ability as an organization to acquire and integrateother companies, products or technologies, particularly when the acquired entities are located in geographies where we have not previously done business,such as Israel, 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. We may only be able toconduct limited due diligence on an acquired company’s technology, products and operations. Following an acquisition, we may be subject to liabilitiesarising from an acquired company’s past or present technology, product and operations, including liabilities related to data security and privacy of customerdata and infringement of the intellectual property rights of others, and these liabilities may be greater than the warranty and indemnity limitations that wenegotiate. Any liability that is greater than these warranty and indemnity limitations could have a negative impact on our financial condition. Anyintegration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluateor utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquired business, including accounting charges. We mayhave to pay cash, incur additional debt, or issue equity securities to pay for any such acquisitions, each of which could adversely affect our financialcondition or the value of our ordinary shares. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to ourshareholders. The incurrence of additional indebtedness would result in increased fixed obligations and could also include covenants or other restrictionsthat would impede our ability to manage our operations. See risk factors – “The terms of our Credit Agreement require us to comply with certain financialcovenants and impose restrictions on our business and operations, which creates default risks and reduces our flexibility” below.In addition, as of March 31, 2019, we had $138.2 million in goodwill and intangible assets, net of accumulated amortization, recorded on our balancesheet as a result of our recent acquisitions. We will incur expenses related to the amortization of intangible assets and we may in the future need to incurcharges with respect to the impairment of goodwill or intangible assets, which could adversely affect our operating results.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, features and products, our business and operating results will be harmed.21 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.We have incurred net losses in the past, and we may not be able to achieve or sustain profitability for the foreseeable future.We have incurred net losses in each of our fiscal years since our inception in 2003 up through our fiscal year ended March 31, 2019, with theexception of our fiscal year ended March 31, 2015, in which we generated net income of $0.3 million. In our fiscal years ended March 31, 2019, 2018 and2017, we incurred a net loss of $7.0 million, $12.4 million and $5.4 million, respectively. As of March 31, 2019, we had an accumulated deficit of $83.6million. We have been growing rapidly, and, as we do so, we incur significant sales and marketing, support and other related expenses. Our ability to achieveand sustain profitability will depend in significant part on our obtaining new customers, expanding our existing customer relationships and ensuring that ourexpenses, including our sales and marketing expenses and the cost of supporting new customers, does not exceed our revenue. We also expect to makesignificant expenditures and investments in research and development to expand and improve our services and technical infrastructure. In addition, as apublic company, we expect to continue to incur significant legal, accounting and other expenses. These increased expenditures may make it harder for us toachieve and maintain profitability and we cannot predict when we will achieve sustained profitability, if at all. We also may incur net losses in the future for anumber of other unforeseen reasons. Accordingly, we may not be able to maintain profitability, once achieved, and we may incur losses in the foreseeablefuture.Our business and results of operations may be negatively impacted by the United Kingdom’s withdrawal from the European UnionIn June 2016, the United Kingdom held a referendum in which a majority of voters approved an exit from the European Union, or Brexit, and in March2017, the United Kingdom formally notified the European Union of its intention to withdraw from the European Union pursuant to Article 50 of the Treaty ofLisbon. At that time, a two-year period commenced during which the United Kingdom and the European Union began negotiating the future terms of theUnited Kingdom's relationship with the European Union, including, among other things, the terms of trade between the United Kingdom and the EuropeanUnion. The UK government and the European Union negotiated a withdrawal agreement, but the UK Parliament did not approve the agreement. As a result,the negotiating period has now been extended until October 31, 2019. There remains considerable uncertainty regarding the withdrawal. If no formalwithdrawal agreement is reached between the United Kingdom and the European Union, then it is expected the United Kingdom's membership in theEuropean Union will automatically terminate on October 31, 2019, unless all remaining European Union member states unanimously consent to an extensionof this period. Withdrawal without an agreement and associated transition period in place, is likely to cause significant market and economic disruption.Brexit, either with or without a withdrawal agreement in place, may affect our results of operations in a number of ways, including increasing currencyexchange risk, generating instability in the global financial markets or negatively impacting the economies of the United Kingdom and Europe. In addition,because of our significant presence in the United Kingdom, it is possible that Brexit may impact some or all of our current operations. For example, some ofour European customers that are not based in the United Kingdom may require that we move their data from our United Kingdom data centers to our datacenters based in Germany. Brexit may also impact our ability to freely move employees from our London headquarters to our other locations in Europe. Thelong-term effects of Brexit will depend in part on any agreements the United Kingdom makes to retain access to markets in the European Union following thewithdrawal from the European Union. We expect that Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as theUnited Kingdom determines which European Union laws to replicate or replace. Any of these effects of Brexit, and others we cannot anticipate, couldnegatively impact our business and results of operations.22 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, Australia and Germany as well as severalother locations. In the fiscal year ended March 31, 2019, we generated 50% of our revenue from the United States, 31% from the United Kingdom, 14% fromSouth Africa and 5% from the rest of the world. As a result, our sales and operations are subject to a number of risks and additional costs, including thefollowing: •fluctuations in exchange rates between currencies in the markets where we do business, which impacts our reportable revenue and expenses; •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; •the need to adapt our solutions for specific countries; •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; •potential changes in trade relations arising from policy initiatives or other political factors that could negatively impact our purchases oftechnology among other things; •management communication and integration problems resulting from cultural and geographic dispersion; •social, economic and political instability, particularly in South Africa following the recent elections; •terrorist attacks and security concerns in general; and •potentially adverse tax consequences. All of the factors described above, including the previously described risks related to Brexit, and other factors could harm our ability to generatefuture global revenue and, consequently, materially impact our business, results of operations and financial condition.Fluctuations in currency exchange rates could adversely affect our business.The functional currency of our operating subsidiaries is generally the local currency of each entity and our reporting currency is the U.S. dollar. In ourfiscal year ended March 31, 2019, 52% of our revenue was denominated in U.S. dollars, 28% in British pounds, 14% in South African rand and 6% in othercurrencies. Given that the functional currency of our subsidiaries is generally the local currency of each entity, but our reporting currency is the U.S. dollar,fluctuations in currency exchange rates between the U.S. dollar, the British pound, the South African rand and the Australian dollar could materially andadversely affect our business. There may be instances in which costs and revenue will not be matched with respect to currency denomination. We estimatethat a 10% increase or decrease in the value of the British pound against the U.S. dollar would have increased or decreased our loss from operations byapproximately $1.4 million in our fiscal year ended March 31, 2019 and that a 10% increase or decrease in the value of the South African rand against theU.S. dollar would have decreased or increased our loss from operations by approximately $2.9 million in our fiscal year ended March 31, 2019. To date, wehave not entered into any currency hedging contracts. As a result, to the extent we continue our expansion on a global basis, we expect that increasingportions of our revenue, cost of revenue, assets and liabilities will be subject to fluctuations in currency valuations. We may experience economic loss and anegative impact on earnings or net assets solely as a result of currency exchange rate fluctuations.23 Brexit may continue to have a significant impact on currency exchange rates and the global and European economy generally. The outcome of thereferendum caused volatility in global stock markets and foreign currency exchange rate fluctuations, including the strengthening of the U.S. dollar againstthe British pound and the euro, which may continue or worsen as the outcome of the ultimate terms of the withdrawal of the United Kingdom from theEuropean Union becomes clear. In addition, the South African economy faces a number of challenges, including slow economic growth and highunemployment. These challenges combined with uncertainty regarding the general election, which occurred in May 2019, have made the South African randhighly volatile over the past year. As described above, significant fluctuations in currency exchange rates between the South African rand and the U.S. dollarwill impact our results of operations.We are dependent on the continued services and performance of our key employees, including our co-founder, the loss of whom could adversely affect ourbusiness.Our future performance depends upon contributions from our senior management team and, in particular, our co-founder, Peter Bauer, our Chairmanand Chief Executive Officer. If our senior management team, including any new hires that we may make, fails to work together effectively and to execute onour plans and strategies on a timely basis, our business could be harmed. The loss of one or more of our executive officers or key employees could have anadverse effect on our business. The loss of services of Mr. Bauer could significantly delay or prevent the achievement of our development and strategicobjectives.We depend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain and motivate qualified personnel, ourbusiness may be adversely impacted.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.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 enforced 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.24 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 17%, 15% and 12% of our revenue in research and development in our fiscal years ended March 31, 2019, 2018 and 2017, respectively.We expect to continue to dedicate significant financial and other resources to our research and development efforts in order to maintain our competitiveposition. However, investing in research and development personnel, developing new services and enhancing existing services is expensive and time-consuming, and there is no assurance that such activities will result in significant new marketable services, enhancements to existing services, designimprovements, cost savings, revenue or other expected benefits. If we spend significant time and effort on research and development and are unable togenerate an adequate return on our investment, our business and results of operations may be materially and adversely affected.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.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 twelve third-party data center hosting facilities located in twelve locations around the world. Aspart of our current disaster recovery arrangements, our production environment and all of our customers’ data is currently replicated in near real-time in afacility located in a different location. We cannot provide assurance that the measures we have taken to eliminate single points of failure will be effective toprevent or minimize interruptions to our operations. Our facilities are vulnerable to interruption or damage from a number of sources, many of which arebeyond our control, including floods, fires, power loss, telecommunications failures and similar events. They may also be subject to break-ins, sabotage,intentional acts of vandalism and similar misconduct. Any damage to, or failure of, our systems generally could result in interruptions in our service.Interruptions in our service may reduce our revenue, cause customers to terminate their subscriptions and adversely affect our renewal rate and our ability toattract new customers. Our business and reputation will also be harmed if our existing and potential customers believe our service is unreliable. Theoccurrence of a natural disaster, an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilitiescould result in lengthy interruptions in our service. Even with the disaster recovery arrangements, our service could be interrupted. As we continue to adddata centers and add capacity in our existing data centers, we may move or transfer our data and our customers’ data. Any unsuccessful data transfers mayimpair the delivery of our service. Further, as we continue to grow and scale our business to meet the needs of our customers, additional burdens may beplaced on our hosting facilities.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, including our cash flow.25 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 European Union Council Regulations, the United States Department of Commerce’s Export AdministrationRegulations, the economic and trade sanctions regulations administered by the United States Treasury Department’s Office of Foreign Assets Controls andUnited States Department of State, and similar laws that may apply in other jurisdictions in which we operate or sell or distribute our services. Export controland economic sanctions 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, personsand entities. In addition, various countries regulate the import of certain encryption items and technology through import permitting and licensingrequirements, and have enacted laws that could limit our ability to distribute our services or could limit our customers’ ability to implement our services inthose 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.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 for responsible employees and managers for willful and knowingviolations. Under the terms of applicable regulations, each instance in which a company provides goods or services may be considered a separate violation. Ifwe are found to be in violation of U.K. sanctions or export controls, it could also result in unlimited fines for us and responsible employees and managers, aswell 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 currency 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, including Brexit and economic conditions in South Africa; •expenses related to litigation matters; •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;26 •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.The terms of our Credit Agreement require us to comply with certain financial covenants and impose restrictions on our business and operations, whichcreates default risks and reduces our flexibility.In July 2018, we, together with certain of our subsidiaries as guarantors, entered into a Credit Agreement (as defined below) with certain financialinstitutions, as lenders, and the Administrative Agent (as defined below). The Credit Agreement provided us with a $100.0 million senior secured term loan,or the Term Loan, and a $50.0 million senior secured revolving credit facility, or the Revolving Facility, and together with the Term Loan, the CreditFacility. The Credit Agreement requires compliance with significant financial and non-financial covenants, including affirmative covenants relating to theprovision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws andenvironmental matters and negative covenants, including, among others, restrictions on the incurrence of certain indebtedness, granting of liens, makinginvestments and acquisitions, mergers and consolidations, paying dividends, entering into affiliate transactions and asset sales. The Credit Agreement alsoprovides for a number of events of default, including, among others, payment, bankruptcy, covenant, representation and warranty, default under materialindebtedness (other than the Credit Agreement), change of control and judgment defaults. As a result of the negative covenants, we may be restricted from engaging in business or operating activities that may otherwise improve our businessor from financing future operations or capital needs. Failure to comply with the covenants, including the financial covenants, if not cured or waived, willresult in an event of default that could trigger acceleration of our indebtedness, which would require us to repay all amounts owing under our CreditAgreement and could have a material adverse impact on our business. Overdue amounts under the Credit Agreement accrue interest at a default rate. Wecannot be certain that our future operating results will be sufficient to ensure compliance with the financial covenants in our Credit Agreement or to remedyany defaults. In addition, in the event of any event of default and related acceleration, we may not have or be able to obtain sufficient funds to make theaccelerated payments required under the Credit Agreement.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 together with available capacity under our Credit Agreement will be sufficient to meet ouranticipated cash requirements for at least the next twelve months. However, unforeseen circumstances may arise which may mean that we may need to raiseadditional funds, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all, or because of restrictions in our CreditAgreement. If we raise additional equity financing, our security holders may experience significant dilution of their ownership interests and the value of ourordinary shares could decline. If we engage in additional debt financing, we may be required to obtain the Administrative Agent’s consent and/or acceptterms that are more restrictive than the terms currently applicable to us under the Credit Agreement. If we need additional capital and cannot raise it onacceptable 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, and 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.27 Risks Related to Intellectual PropertyWe 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 patent entities, which areentities that have no operating business but exist purely as collectors of patents, or NPEs, and individuals, may own or claim to own intellectual propertyrelating to our industry. Patent and other intellectual property disputes are common and third parties are currently claiming, have claimed, and may in thefuture claim that we are infringing upon their intellectual property rights or send us letters proposing that we license certain of their patents. In particular,there are a number of NPEs in the security industry that are particularly aggressive about pursuing alleged infringement of their patents. Given this and theproliferation of lawsuits in our industry and other similar industries by both NPEs and operating entities, we expect that we will be sued for patentinfringement at some point in the future, regardless of the merits of any such lawsuits. We closely monitor all such claims, respond as appropriate, and none ofthe claims by the third parties have resulted in litigation to date, but legal actions by such parties are still possible. In addition, we cannot assure that actionsby other third parties alleging infringement by us of third-party patents or other intellectual property will not be asserted or prosecuted against us. In thefuture, others may claim that our services and underlying technology infringe or violate their intellectual property rights. We may also be unaware of theintellectual property rights that others may claim cover some or all of our technology or services. Any claims or litigation could cause us to incur significantexpenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering ourservices, or require that we comply with other unfavorable terms. Under all of our sales contracts, we are obligated to indemnify our customers and channelpartners against third-party infringement claims, and we may also be obligated to pay substantial settlement costs, including royalty payments, in connectionwith any such claim or litigation and to obtain licenses, modify services or refund fees, any of which could be costly. Even if we were to prevail in any suchdispute, any litigation regarding intellectual property would be very costly and time-consuming and divert the attention of our management and keypersonnel from our business operations. 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, 2019, we have 15 patents issued and 18 patentapplications pending in the United States. We also have 5 patents issued and 1 patent application pending for examination in non-U.S. jurisdictions. We maynot be able to obtain any further patents, and our pending applications may not result in the issuance of patents. We have issued patents and pending patentapplications outside the United States, and we may have to expend significant resources to obtain additional patents as we expand our internationaloperations due to the cost of monitoring and protecting our rights across multiple 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.28 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 the source code to our proprietary software), any of which could adversely affect our business. Even if these claimsdo not result in litigation or are resolved in our favor or without significant cash settlements, the time and resources necessary to resolve them could harm ourbusiness, results of operations, financial condition and reputation.29 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.Risks Related to Our Ordinary Shares and Our Organization in Jersey, Channel IslandsOur 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, including patent litigation; •our sale of ordinary shares or other securities in the future; •market conditions in our industry; •changes in key personnel; •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, both in the U.S. and internationally including Brexit.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 Credit Agreement or future debt arrangements, if any, and by Jersey law. Consequently, investors will only realize an economic gain on their investmentin our ordinary shares if the price appreciates. Investors should not purchase our ordinary shares expecting to receive cash dividends. Since we do not paydividends, and if we are not successful in sustaining an orderly trading market for our shares, then investors may not have any manner to liquidate or receiveany payment on their investment. Therefore, our failure to pay dividends may cause investors to not see any return on your investment even if we aresuccessful in our business operations. In addition, because we do not pay dividends we may have trouble raising additional funds which could affect ourability to expand our business operations.30 As a result of the loss of our previous status as a foreign private issuer, we are now required to comply with the Exchange Act’s domestic reporting regime,which causes us to incur significant legal, accounting and other expenses.As of April 1, 2018, we no longer qualified as a “foreign private issuer” as such term is defined in Rule 405 under the Securities Act of 1933, asamended, or the Securities Act. As a result, as of April 1, 2018, we have been required to comply with the Exchange Act reporting and other requirementsapplicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We have been required to makechanges in our corporate governance practices in accordance with various SEC and NASDAQ rules. In addition, our officers and directors are no longerexempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase andsales of our securities. Our loss of foreign private issuer status has increased our legal and financial compliance costs and has made some activities highlytime consuming and costly.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, our independent registered public accounting firm must attest to the effectiveness of our internal control over financial reporting underSection 404. Our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which ourcontrols are documented, designed or operating. We may not be able to remediate any future material weaknesses, or to complete our evaluation, testing andany required remediation in a timely fashion. We are also required to disclose significant changes made in our internal control procedures on a quarterlybasis. Our compliance with Section 404 will require that we incur substantial accounting expense and expend 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 the Bailiwick of Jersey, our affairs are, and are intended to continue to be, managed and controlled in theUnited Kingdom for 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 a change 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 otherreason, 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 a charge 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 tax residency of any of our subsidiaries were to change from their current jurisdiction for any of the reasons listed above, we may be subjectto a charge to local capital 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 us and oursubsidiaries. If two or more affiliated companies are located in different countries, the tax laws or regulations of each country generally will require thattransfer prices be the same as those between unrelated companies dealing at arm’s length and that appropriate documentation is maintained to support thetransfer 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.31 Our ability to use our net operating loss or tax credit carry forwards may be subject to limitation.As of March 31, 2019, we had net operating loss carryforwards in the U.K., U.S. federal and state, Australia, Germany and Israel. U.S. federal netoperating losses generated through the fiscal year ending March 31, 2017 expire at various dates through 2037 while U.S. federal net operating lossesgenerating after March 31, 2017 do not expire. The U.S. state net operating loss carryforwards expire at various dates through 2039. Net operating losscarryforwards in the U.K., Australia, Germany and Israel do not expire. As of March 31, 2019, we had a U.K. income tax credit carryforward that does notexpire. As of March 31, 2019, we had Israel income tax credits that expire in 2023 and 2024.Each jurisdiction in which we operate may have its own limitations on our ability to utilize net operating loss or tax credit carryforwards generated inthat jurisdiction that may increase our U.K. and/or foreign income tax liability.Under Section 382 of the U.S. Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-changenet operating loss carryforwards to offset its post-change income and taxes may be limited. In general, an ownership change occurs if there is a 50 percentcumulative change in ownership of the company over a rolling three-year period. Similar rules may apply under U.S. state tax laws. We believe that we haveexperienced an ownership change in the past and may experience ownership changes in the future resulting from future transactions in our share capital, someof which may be outside our control. Our ability to utilize net operating loss carryforwards or other tax attributes to offset U.S. federal and state taxableincome in the future may be subject to future limitations.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, 2019 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.U.S. shareholders may not be able to enforce civil liabilities against us.Certain of our directors and executive officers are not residents of the United States, and all or a substantial portion of the assets of such persons arelocated outside 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 toenforce against 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 United States. In addition, punitive damages in actions brought in the United States or elsewheremay be unenforceable 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.32 Item 1B. Unresolved Staff Comments.None.Item 2. Properties.Principal Office Locations The table below describes our existing principal office facilities, all of which are leased. LocationPurposeSquare FootageExpirationLondon, United KingdomGlobal Headquarters57,09312/1/2019London, United KingdomGlobal Headquarters (projected occupancy is December 2019)113,0563/3/2029Lexington, Massachusetts USANorth American Headquarters99,9931/31/2028Watertown, Massachusetts USAFormer North American Headquarters*44,17010/31/2020 * This facility is 100% subleased through the expiration of the lease.We maintain additional leased office facilities in Johannesburg and Cape Town, South Africa, Melbourne and Sydney, Australia, Munich, Germany,Amsterdam, the Netherlands, Dubai, UAE, Tel Aviv, Israel as well as in Chicago, Dallas and San Francisco in the United States. We believe that the total space available to us in the facilities under our current leases, or obtainable by us on commercially reasonable terms, willmeet our needs for the foreseeable future.Data CentersWe have two data centers in each of the United States, the United Kingdom, South Africa, Australia, Jersey, Channel Islands and Germany. Our datacenter leases expire between 2020 and 2023. We have capacity headroom built into our primary data center leases to accommodate infrastructure growthwithin the lease periods should we need to add more space or power to our existing footprint.For more information about our lease and data center commitments, see also Note 12, Commitments and Contingencies, of the notes to ourconsolidated financial statements, included elsewhere in this Annual Report on Form 10-K.Item 3. Legal Proceedings.We have been engaged in discussions over the last several months with a NPE regarding the entity’s patented technology and allegations regardingour past infringement of that technology, our technology and a potential commercial licensing arrangement between the parties. While no legal proceedingshave been initiated, we accrued $1.0 million to general and administrative expense in the fourth quarter of the fiscal year ended March 31, 2019 based on ourmost recent discussions with the entity. Since no legal proceedings have been initiated and the parties are in the initial stages of discussion, we havedetermined that a range of possible losses cannot be reasonably estimated. We anticipate that we will continue to engage in discussions with the NPEregarding a commercial licensing arrangement, but there can be no assurance that the parties will enter into such an arrangement. If no agreement is reached,the NPE may determine to commence legal proceedings against us, which could adversely impact our results of operations. If legal proceedings arecommenced against us, we intend to vigorously defend our company. See Part I, Item 1A, “Risk Factors — We may be sued by third parties for allegedinfringement of their proprietary rights” in this Annual Report on Form 10-K.From time to time, we may be involved in legal proceedings and subject to claims in the ordinary course of business. Although the results of theseproceedings and claims cannot be predicted with certainty, and except as described above, we do not believe the ultimate cost to resolve these matters wouldindividually, or taken together, have a material adverse effect on our business, operating results, cash flows or financial condition. Regardless of the outcome,such proceedings can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be noassurances that favorable outcomes will be obtained.Item 4. Mine Safety Disclosures.Not applicable.33 PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Market InformationOur ordinary shares are listed on The Nasdaq Global Select Market under the symbol “MIME.” ShareholdersAs of March 31, 2019, there were 90 holders of record of our ordinary shares, including Cede & Co., a nominee for The Depository Trust Company, orDTC, which holds our ordinary shares on behalf of an indeterminate number of beneficial owners. All of the ordinary shares held by brokerage firms, banksand other financial institutions as nominees for beneficial owners are deposited into participant accounts at DTC, and are considered to be held of record byCede & Co. as one shareholder. Because most of our shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate thetotal number of shareholders represented by these record holders.DividendsWe have never declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our ordinary shares. Anyfuture determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to applicable laws,including the laws of the Bailiwick of Jersey, and will depend on then existing conditions, including our financial condition, operating results, contractualrestrictions, including restrictions in our Credit Agreement, capital requirements, business prospects and other factors our board of directors may deemrelevant.Recent Sales of Unregistered SecuritiesNone.Purchase of Equity Securities by the Issuer and Affiliated PurchasersNone.Securities Authorized for Issuance Under Equity Compensation PlansInformation about securities authorized for issuance under our equity compensation plan is incorporated herein by reference to Item 12 of Part III ofthis Annual Report on Form 10-K.34 Stock Performance GraphThe graph below compares the cumulative total return to shareholders on our ordinary shares for the period from November 19, 2015 (the first date thatour ordinary shares were publicly traded) through March 31, 2019, against the cumulative total return of the Russell 2000® Index and the NASDAQComputer Index. The comparison assumes $100 was invested in our ordinary shares and each of the indices and the reinvestment of dividends, if any.The performance shown on the graph below is based on historical results and is not indicative of, nor intended to forecast, future performance of ourordinary shares. 11/19/153/31/163/31/173/31//183/31/19Mimecast Limited 100.0096.34221.68350.79468.81Russell 2000 Index 100.0096.58121.90136.28139.07NASDAQ Computer Index 100.00100.25127.61162.86183.67 This performance graph and related information shall not be deemed to be “soliciting material” or “filed” for purposes of Section 18 of the Exchange Act,nor shall such information be incorporated by reference into any filing of Mimecast Limited under the Exchange Act or the Securities Act, except to theextent that we specifically incorporate it by reference in such filing.Item 6. Selected Financial Data.Our 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 March 31, 2019 and 2018 and for the years ended March 31, 2019, 2018 and 2017 is derived from our audited consolidated financialstatements included elsewhere in this Annual Report on Form 10-K. Historical financial information as of March 31, 2017, 2016 and 2015 and for the yearsended March 31, 2016 and 2015 is derived from our audited consolidated financial statements not included in this Annual Report on Form 10-K. You shouldread the information presented below in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results ofOperations,” and our consolidated financial statements and the related notes appearing in Item 8. “Financial Statements and Supplementary Data,” of thisAnnual Report on Form 10-K to fully understand the factors that may affect the comparability of the information presented below.35 The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in theirentirety by the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. Year Ended March 31, 2019 2018 2017 2016 2015 (in thousands, except per share data) Consolidated Statements of Operations Data: Revenue (1) $340,377 $261,897 $186,563 $141,841 $116,085 Cost of revenue (2) 90,874 69,699 50,314 41,809 36,821 Gross profit 249,503 192,198 136,249 100,032 79,264 Operating expenses Research and development (2) 57,939 38,373 22,593 17,663 14,461 Sales and marketing (1) (2) 139,194 121,246 96,154 65,187 51,224 General and administrative (2) 53,759 36,989 27,875 19,756 15,806 Impairment of long-lived assets — 1,712 — — — Restructuring (170) 832 — — 1,203 Total operating expenses 250,722 199,152 146,622 102,606 82,694 Loss from operations (1,219) (6,954) (10,373) (2,574) (3,430)Other income (expense) Interest income 2,515 1,310 510 74 62 Interest expense (5,940) (598) (268) (690) (703)Foreign exchange (expense) income and other, net (356) (3,439) 6,892 811 4,508 Total other income (expense), net (3,781) (2,727) 7,134 195 3,867 (Loss) income before income taxes (5,000) (9,681) (3,239) (2,379) 437 Provision for income taxes 2,001 2,705 2,202 865 152 Net (loss) income $(7,001) $(12,386) $(5,441) $(3,244) $285 Net (loss) income per share applicable to ordinary shareholders: (3) Basic $(0.12) $(0.22) $(0.10) $(0.08) $0.01 Diluted $(0.12) $(0.22) $(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 59,960 57,269 54,810 40,826 32,354 Diluted 59,960 57,269 54,810 40,826 36,075 As of March 31, 2019 2018 2017 2016 2015 (in thousands) Consolidated Balance Sheet Data: Cash, cash equivalents and investments $173,517 $137,210 $111,666 $106,140 $32,890 Property and equipment, net (4) 94,202 123,822 32,009 24,806 23,159 Total assets (1) 554,287 358,398 205,352 175,127 88,829 Debt and capital lease obligations, current and long-term 99,081 3,515 2,203 6,891 12,364 Deferred revenue, current and long-term (1) 175,574 141,102 95,348 70,040 53,308 Convertible preferred shares — — — — 59,305 Total shareholders' equity (deficit) (1) 173,635 101,692 81,992 78,074 (53,851) Year Ended March 31, 2019 2018 2017 2016 2015 (dollars in thousands) Supplemental Financial and Other Data: Revenue constant currency growth rate (5) 32% 38% 39% 30% 33%Revenue retention rate (6) 111% 110% 111% 109% 107%Total customers (7) 34,400 30,400 26,400 18,000 13,800 Adjusted EBITDA (8) $54,008 $25,752 $12,457 $15,839 $14,22736 (1)As of April 1, 2018, we adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers: Topic 606, or ASC 606,under the modified retrospective transition method and therefore fiscal years prior to 2019 have not been adjusted. See Note 2 of the notes to ourconsolidated financial statements included elsewhere in this Annual Report on Form 10-K for an explanation of the impact of adoption of ASC 606.(2)Share-based compensation expense included in these line items was as follows: Year Ended March 31, 2019 2018 2017 2016 2015 (in thousands) Cost of revenue $1,684 $1,053 $1,353 $633 $151 Research and development 6,199 2,555 1,873 1,711 544 Sales and marketing 7,856 4,477 4,719 3,180 1,684 General and administrative 10,215 3,649 2,349 2,362 3,047 Total share-based compensation expense $25,954 $11,734 $10,294 $7,886 $5,426 (3)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 of the notes to our consolidated financial statements included elsewherein this Annual Report on Form 10-K.(4)Balances in fiscal 2019 and 2018 include amounts capitalized under build-to-suit accounting. See Note 12 of the notes to our consolidated financialstatements, included elsewhere in this Annual Report on Form 10-K for further details.(5)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, 2018 were used to convert revenue for the year ended March 31, 2019 and therevenue for the comparable prior period ended March 31, 2018, 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, 2019 2018 2017 2016 2015 (dollars in thousands) Reconciliation of Revenue Constant Currency Growth Rate: Revenue, as reported $340,377 $261,897 $186,563 $141,841 $116,085 Revenue year-over-year growth rate, as reported 30% 40% 32% 22% 31%Estimated impact of foreign currency fluctuations 2% (2)% 7% 8% 2%Revenue constant currency growth rate 32% 38% 39% 30% 33% 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.37 We believe that presenting this non-GAAP financial measure in this Annual Report on Form 10-K 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.(6)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.(7)Reflects the customer count on the last day of the period rounded to the nearest hundred customers.(8)Adjusted EBITDA is a non-GAAP financial measure that we define as net (loss) income, adjusted to exclude: depreciation, amortization, disposals andimpairment of long-lived assets, acquisition-related gains and expenses, litigation-related expenses, share-based compensation expense, restructuringexpense, interest income and interest expense, the provision for income taxes and foreign exchange income (expense). Adjusted EBITDA alsoincludes rent paid in the period related to locations that are accounted for as build-to-suit facilities.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.38 The following table presents a reconciliation of net (loss) income to Adjusted EBITDA: Year Ended March 31, 2019 2018 2017 2016 2015 (in thousands) Reconciliation of Adjusted EBITDA: Net (loss) income $(7,001) $(12,386) $(5,441) $(3,244) $285 Depreciation, amortization and disposals of long-lived assets 29,960 19,141 11,881 10,527 11,028 Rent expense related to build-to-suit facilities (4,482) (785) — — — Interest expense (income), net 3,425 (712) (242) 616 641 Provision for income taxes 2,001 2,705 2,202 865 152 Share-based compensation expense 25,954 11,734 10,294 7,886 5,426 Impairments of long-lived assets — 1,712 — — — Restructuring (170) 832 — — 1,203 Foreign exchange expense (income) 1,647 3,511 (6,892) (811) (4,508)Acquisition-related expenses (1) (3) 2,012 — 655 — — Gain on previously held asset (2) (338) — — — — Litigation-related expenses (4) 1,000 — — — — Adjusted EBITDA $54,008 $25,752 $12,457 $15,839 $14,227 (1)Acquisition-related expenses relate to costs incurred for acquisition activity in the years ended March 31, 2019 and March 31, 2017. See Note 5 of thenotes to our consolidated financial statements, included elsewhere in this Annual Report on Form 10-K for further information.(2)Gain on previously held asset relates to the Solebit acquisition. See Note 5 of the notes to our consolidated financial statements, included elsewhere inthis Annual Report on Form 10-K for further information.(3)Amounts in fiscal 2017 adjusted to conform to current year presentation.(4)Litigation-related expenses relate to amounts accrued for loss contingencies. See Note 12 of the notes to our consolidated financial statements,included elsewhere in this Annual Report on Form 10-K for further details. 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with Item 6. “SelectedFinancial Data,” our audited consolidated financial statements and related notes and other financial information included elsewhere in this AnnualReport on Form 10-K. 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 1A, “Risk Factors.” Our audited consolidated financial statements included elsewhere in thisAnnual Report on Form 10-K 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, regulatory and e-discovery requirements and enable customers to use thisincreasing archive of valuable information to improve employee productivity. In fiscal 2019, we launched our awareness training product to help ourcustomers train their employees as employee errors are one of the leading causes of cyber security incidents. During the year, we also introduced our websecurity product that protects our customers against malicious web activity initiated by employees and provides customers with the ability to blockinappropriate websites. Web is the second highest threat vector for cyberattacks.We operate our business on a software-as-a-service, or SaaS, model with renewable annual subscriptions. Customers enter into annual and multi-yearcontracts to utilize various components of our services. Our subscription fee includes the use of the selected service and technical support. We believe ourtechnology, subscription-based model, and customer support have led to our high revenue retention rate, which has helped us drive our strong revenuegrowth. We have historically experienced significant revenue growth from our existing customer base as they renew our services and purchase additionalproducts.We market and sell our services to organizations of all sizes across a broad range of industries. As of March 31, 2019, we provided our services toapproximately 34,400 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, 2019, we generated 50% of our revenue outside of the United States, with 31% generated from the United Kingdom,14% from South Africa and 5% from the rest of the world. In the fiscal year ended March 31, 2018, we generated 51% of our revenue outside of the UnitedStates, with 31% generated from the United Kingdom, 15% from South Africa and 5% from the rest of the world. In the fiscal year ended March 31, 2017, wegenerated 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 theworld. Our most significant growth market is the United States. We also believe that there is a large opportunity in our other existing markets. We intend tomake significant investments in sales and marketing to continue expanding our customer base in our target markets.We were founded in 2003 in the U.K. with a mission to make email safer and better, and to transform the way organizations protect, store and accesstheir email and corporate information. Our first service, Mimecast Email Security, which we launched in late 2003, 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™. Mimecast Large File Send was released in 2013 and wasfollowed by Mimecast Targeted Threat Protection in 2014, our advanced persistent threat protection service. In 2014, we also released comprehensive riskmitigation technologies specifically for Microsoft Office 365®, and in 2015, we released Mimecast Secure Messaging. In 2016 and 2017, we announced thenewest aspects of our Targeted Threat Protection service, Impersonation Protect and Internal Email Protect, respectively. Additionally, in 2017, we acquiredtechnology from iSheriff, Inc. to provide our customers additional real-time email threat intelligence and detection expertise complementing our existingportfolio of email security, continuity and archiving solutions. In 2018, we announced Sync & Recover, a service to enable fast mailbox recovery in theevent omnipresent attackers are successful in penetrating an organization. In 2019, we opened an early adopter program for new web security services thatprovide an easy to deploy and use Domain Name System, or DNS, solution alongside Mimecast’s core email offerings. Additionally, in 2019, with ouracquisitions of Ataata and Solebit, we entered the security awareness training market and added leading threat detection technology, respectively. In 2019,we also acquired Simply Migrate, a provider of archive data migration technology.40 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, 2019, our customer base increased by approximately 4,000 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 of their employees to our services and selling additional services. We continue tobelieve a significant opportunity exists for us to sell additional services to current customers as they experience the benefits of our services and we addressadditional 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 and products. We expect our total operating expenses to increase, particularly as we continue to expand our sales operations, marketingactivities and research and development team. We intend to continue to invest in our sales, marketing and customer experience organizations to driveadditional revenue and support the growth of our customer base. Investments we make in our sales and marketing and research and developmentorganizations will occur in advance of experiencing any benefits from such investments. For the year ending March 31, 2020, we plan to continue increasingthe size of our sales force, investing in the development of additional marketing content and increasing the size of our research and development team.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, Australia and UAE. 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, 2019, 52% of our revenue wasdenominated in U.S. dollars, 28% in British pounds, 14% in South African rand and 6% in other currencies. Given that the functional currency of oursubsidiaries is generally the local currency of each entity but our reporting currency is the U.S. dollar, devaluations of the British pound, South African randand 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, 2019 2018 2017 (dollars in thousands) Revenue constant currency growth rate (1) 32% 38% 39%Revenue retention rate 111% 110% 111%Total customers (2) 34,400 30,400 26,400 Gross profit percentage 73% 73% 73%Adjusted EBITDA (1) $54,008 $25,752 $12,457 (1)Adjusted EBITDA and revenue constant currency growth rate are non-GAAP financial measures. For a reconciliation of Adjusted EBITDA and revenueconstant currency growth rate to the nearest comparable GAAP measures, see Item 6. “Selected Financial Data.”(2)Reflects the customer count on the last day of the period rounded to the nearest hundred customers. 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 periods. For further explanation of the uses and limitations of this non-GAAP measure and a reconciliation of ourrevenue constant currency growth rate to revenue, as reported, the most directly comparable U.S. GAAP measure, see Item 6. “Selected Financial Data.” As ourtotal revenue grew over the past three years, our revenue constant currency growth rate has decreased over the same period, as the incremental growth fromperiod to period represented a smaller percentage of total revenue as compared to the prior period. As our total revenue grows, we expect our constantcurrency growth rate will decline as the incremental growth from period to period is expected to represent a smaller percentage of total revenue as comparedto the prior period.41 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. We calculate our revenue retention rate by annualizingconstant currency revenue 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 aconstant currency basis on the first day of the measurement period for all customers in place at the beginning of the measurement period. The measurementperiod is the trailing twelve months. The revenue on a constant currency basis is based on the average exchange rates in effect during the respective period.Our revenue retention rate in fiscal 2019 was relatively consistent with fiscal 2018. We expect our revenue retention rate to remain relatively consistent forfiscal 2020.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.Gross profit percentage. Gross profit percentage is calculated as gross profit divided by revenue. Our gross profit percentage has been relativelyconsistent over the past three years; however, it has fluctuated and will continue to fluctuate on a quarterly basis due to timing of the addition of hardwareand employees to serve our growing customer base. More recently, gross profit has also included amortization of intangible assets related to acquiredbusinesses. We provide our services in each of the regions in which we operate. Costs related to supporting and hosting our product offerings and deliveringour services are incurred in the region in which the related revenue is recognized. As a result, our gross profit percentage in actual terms is consistent withgross profit on a constant currency basis.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, amortization, disposals and impairment of long-lived assets, acquisition-related gains and expenses, litigation-relatedexpenses, share-based compensation expense, restructuring expense, interest income and interest expense, the provision for income taxes and foreignexchange income (expense). Adjusted EBITDA also includes rent paid in the period related to locations that are accounted for as build-to-suit facilities. Forfurther explanation of the uses and limitations of this non-GAAP measure and a reconciliation of our Adjusted EBITDA to the most directly comparable U.S.GAAP measure, net (loss) income, see Item 6. “Selected Financial Data.” We expect that our Adjusted EBITDA will continue to increase; however, we expectthat our operating expenses will also increase in absolute dollars as we focus on expanding our sales and marketing teams and growing our research anddevelopment 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 performance obligations related to set-up, ingestion and training fees.We generally license our services on a price per employee basis under annual contracts. In some instances, we receive upfront payments, which aredetermined to be material rights to a discount upon renewal. In these instances, we recognize revenue related to the upfront payment over the estimatedcustomer benefit period, which has been determined to be six years.We serve approximately 34,400 customers in multiple industries, and our revenue is not concentrated with any single customer or industry. For eachof the years ended March 31, 2019, 2018 and 2017, no single customer accounted for more than 1% of our revenue, and our largest ten customers accountedfor less than 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, 2019, deferred revenue was $175.6 million. We estimate the future recognition of deferred revenue as of March 31, 2019 to be $163.1million in 2020, $6.7 million in 2021, $3.2 million in 2022, $1.3 million in 2023 and $1.3 million thereafter.We recognize revenue ratably on a straight-line basis over the subscription term, which begins when we have given the customer access to our SaaSsolutions. Our subscription contracts are typically one year in duration and do not contain refund-type provisions.Our professional services contracts are recognized based on out-put measures of performance.42 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, depreciation expense and amortization expense related to capitalized software andacquired intangible assets. We allocate overhead costs, such as rent and facility costs, information technology costs and employee benefit costs to alldepartments based on headcount. As such, general overhead expenses are reflected in cost of revenue 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.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 and products. Research and development expenses as a percentage of total revenue may fluctuateon a quarterly basis but we expect it to increase in the coming fiscal year as a result of the expected investments 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. In addition to these expenses, we incur costs related to marketing and promotional events, online marketing, product marketing andallocated overhead costs. We expense all costs as they are incurred, excluding sales commissions identified as incremental costs to obtain a contract, whichare capitalized and amortized over the life of our customers, which we estimate to be six years. Sales and marketing expenses increased in fiscal 2019 as wecontinued to expand our sales and marketing efforts globally, and particularly in the United States. We expect that our sales and marketing expenses willcontinue to increase in absolute dollars in the year ending March 31, 2020, but remain relatively consistent as a percentage of revenue with fiscal 2019. Newsales personnel require training and may take several months or more to achieve productivity; as such, the costs we incur in connection with the hiring of newsales personnel in a given period are not typically offset by increased revenue in that period and may not result in new revenue if these sales personnel fail tobecome productive. We expect to increase our investment in sales and marketing as we add new services, which will increase these expenses in absolutedollars. Over the long term, we believe that sales and marketing expenses as a percentage of revenue will decrease, but will vary depending upon the mix ofrevenue from new and existing customers, as well as changes in the productivity 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, litigation-related expenses and share-based compensation expense, inaddition to the costs associated with professional fees, insurance premiums, other corporate expenses and allocated overhead costs. We expect general andadministrative expenses to increase in absolute dollars as we continue to incur additional personnel and professional services costs in order to supportbusiness growth as well as meeting the compliance requirements of operating as a public company, including those costs incurred in connection withSection 404 of the Sarbanes-Oxley Act, costs associated with acquisitions, legal fees and litigation-related expenses, funding transactions, the adoption ofnew accounting standards, including Accounting Standards Update (ASU) 2016-02, Leases, and others. Over the long term, we believe that general andadministrative expenses as a percentage of revenue will decrease.43 Impairments of long-lived assetsIn the fourth quarter of fiscal 2018, upon the exit of our Watertown, Massachusetts corporate office space, we recorded a non-cash impairment chargeof $1.7 million primarily related to leasehold improvements.RestructuringIn the second quarter of fiscal 2019, we recorded a revision to restructuring expense of $0.2 million related to the exit of our Watertown,Massachusetts corporate office space. In the fourth quarter of fiscal 2018, upon the exit of our Watertown, Massachusetts corporate office space, we recorded arestructuring charge in the amount of $0.8 million for the remaining non-cancelable rent and estimated operating expenses, net of sublease rentals, for thevacated premises, in accordance with ASC 840-20, Leases.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.Interest expenseInterest expense consists primarily of interest expense associated with our long-term debt, our financing lease obligation in connection with theconstruction of our Lexington, MA – U.S. headquarters and our capital leases. We expect interest expense to increase in fiscal 2020 primarily due to thesenior secured term loan entered into in July 2018.Foreign exchange (expense) income and other, netForeign exchange (expense) income and other, net consists primarily of foreign exchange fluctuations related to short-term intercompany accounts,foreign currency exchange gains and losses related to transactions denominated in currencies other than the functional currency for each of our subsidiariesand other non-operating items including sublease income and other income. We expect our foreign currency exchange gains and losses to continue tofluctuate in the future as foreign currency exchange rates change. The foreign currency exchange gains and losses were less significant in the fiscal yearending March 31, 2019 as compared to the fiscal year ended March 31, 2018 due to the capitalization and repayment of certain intercompany balancesduring fiscal 2018.Provision for income taxesWe operate in several tax jurisdictions and are subject to tax 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 year ended March 31, 2019 is primarily attributable to the tax provision recorded on the earnings of ourSouth African entity. This is partially offset by the tax benefit attributable to the operating loss on our Israeli entity, and the tax benefit for the release of aportion of our pre-existing U.S. and U.K. valuation allowances as a result of the Ataata and Simply Migrate business combinations. Our provision for incometaxes for the fiscal years ending 2018 and 2017 primarily relates to the tax provision on the earnings of our South African entity.44 Operating ResultsThe following table sets forth selected consolidated statements of operations data for each of the periods indicated: Year Ended March 31, 2019 2018 2017 (in thousands) Revenue $340,377 $261,897 $186,563 Cost of revenue 90,874 69,699 50,314 Gross profit 249,503 192,198 136,249 Operating expenses Research and development 57,939 38,373 22,593 Sales and marketing 139,194 121,246 96,154 General and administrative 53,759 36,989 27,875 Impairment of long-lived assets — 1,712 — Restructuring (170) 832 — Total operating expenses 250,722 199,152 146,622 Loss from operations (1,219) (6,954) (10,373)Other income (expense) Interest income 2,515 1,310 510 Interest expense (5,940) (598) (268)Foreign exchange (expense) income and other, net (356) (3,439) 6,892 Total other income (expense), net (3,781) (2,727) 7,134 Loss before income taxes (5,000) (9,681) (3,239)Provision for income taxes 2,001 2,705 2,202 Net loss $(7,001) $(12,386) $(5,441) 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, 2019 2018 2017 Revenue 100% 100% 100%Cost of revenue 27% 27% 27%Gross profit 73% 73% 73%Operating expenses Research and development 17% 15% 12%Sales and marketing 41% 46% 52%General and administrative 16% 14% 15%Impairment of long-lived assets —% 1% —%Restructuring —% —% —%Total operating expenses 74% 76% 79%Loss from operations —% (3)% (6)%Other income (expense) Interest income 1% 1% —%Interest expense (2)% —% —%Foreign exchange (expense) income and other, net —% (1)% 4%Total other income (expense), net (1)% —% 4%Loss before income taxes (1)% (3)% (2)%Provision for income taxes 1% 1% 1%Net loss (2)% (4)% (3)% 45 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, 2019 2018 2017 (in millions) Revenue $16.5 $13.0 $9.3 Cost of Revenue 5.0 4.0 2.9 Research and development 4.0 3.0 2.0 Sales and marketing 5.4 4.9 3.7 General and administrative 1.5 1.1 0.7 Comparison of Years Ended March 31, 2019 and 2018Revenue Year ended March 31, Period-to-period change 2019 2018 Amount % Change (dollars in thousands) Revenue $340,377 $261,897 $78,480 30% Revenue increased $78.5 million in the year ended March 31, 2019 compared to the year ended March 31, 2018. The increase in revenue wasprimarily attributable to increases in new customers, including the 4,000 new customers added since March 31, 2018, a full year of revenue related to newcustomers added during fiscal 2018 and additional revenue from customers that existed as of March 31, 2018. Revenue for the year ended March 31, 2019compared to the year ended March 31, 2018 was negatively impacted by approximately $4.8 million primarily as a result of the strengthening of the U.S.dollar relative to the South African rand and to a lesser extent relative to the Australian dollar and British pound.Cost of revenue Year ended March 31, Period-to-period change 2019 2018 Amount % Change (dollars in thousands) Cost of revenue $90,874 $69,699 $21,175 30% Cost of revenue increased $21.2 million in the year ended March 31, 2019 compared to the year ended March 31, 2018, which was primarilyattributable to increases in personnel-related costs of $6.3 million, data center costs of $4.8 million, depreciation expense of $3.5 million, informationtechnology and facility costs of $3.0 million, amortization of acquisition-related intangible assets of $1.3 million and professional services costs of $1.0million. Cost of revenue for the year ended March 31, 2019 compared to the year ended March 31, 2018 was positively impacted by approximately $1.4million primarily as a result of the strengthening of the U.S. dollar relative to the South African rand, Australian dollar and British pound. Personnel-relatedcost increased primarily as a result of salaries and benefits associated with increased headcount, data center costs increased as a result of the increase in ourcustomer base, and depreciation expense increased primarily as a result of increased capital expenditures in support of our expanding infrastructure. Inaddition, the increase in information technology and facility costs is primarily a result of increased headcount and the increase in amortization of acquisition-related intangible assets is primarily attributable to the Solebit acquisition.As a result of changes in foreign currency exchange rates, gross profit decreased in absolute dollars by approximately $3.4 million for the year endedMarch 31, 2019 as compared to the year ended March 31, 2018. Excluding the impact of changes in foreign currency exchange rates, gross profit as apercentage of revenue remained consistent as costs related to supporting and hosting our product offerings and delivering our services are primarily incurredin the region in which the related revenue is recognized.46 Operating expenses Year ended March 31, Period-to-period change 2019 2018 Amount % Change (dollars in thousands) Operating expenses: Research and development $57,939 $38,373 $19,566 51%Sales and marketing 139,194 121,246 17,948 15%General and administrative 53,759 36,989 16,770 45%Impairment of long-lived assets — 1,712 (1,712) nm Restructuring (170) 832 (1,002) nm Total operating expenses $250,722 $199,152 $51,570 26% nm—not meaningfulResearch and development expensesResearch and development expenses increased $19.6 million in the year ended March 31, 2019 compared to the year ended March 31, 2018, whichwas primarily attributable to increases in personnel-related costs of $11.8 million, share-based compensation expense of $3.6 million and informationtechnology and facility costs of $1.6 million. Research and development expenses for the year ended March 31, 2019 as compared to the year ended March31, 2018 were positively impacted by approximately $0.5 million primarily as a result of the strengthening of the U.S. dollar relative to the British pound.Personnel-related cost increased primarily as a result of salaries and benefits associated with increased headcount throughout the year, share-basedcompensation expense increased primarily as a result of share option grants since the prior year and information technology and facility costs increasedprimarily as a result of increased headcount.Sales and marketing expensesSales and marketing expenses increased $17.9 million in the year ended March 31, 2019 compared to the year ended March 31, 2018, which wasprimarily attributable to increases in information technology and facilities costs of $5.3 million, personnel-related costs of $4.0 million, share-basedcompensation expense of $3.4 million, professional services of $2.7 million, travel and other costs of $1.2 million and marketing costs of $1.1 million. Salesand marketing expenses for the year ended March 31, 2019 as compared to the year ended March 31, 2018 were positively impacted by approximately $1.5million primarily as a result of the strengthening of the U.S. dollar relative to the Australian dollar, South African rand and British pound. Informationtechnology and facilities costs and travel and other costs increased primarily as a result of increased headcount. Personnel-related costs increased primarily asa result of salaries and benefits associated with increased headcount and commissions, partially offset by the impact of adopting ASC 606, which resulted incapitalizing $13.8 million of commissions that would have been expensed under the prior accounting rules. Share-based compensation expense increasedprimarily as a result of share option grants since the prior year. Professional services costs increased primarily due to increased consulting fees.General and administrative expensesGeneral and administrative expenses increased $16.8 million in the year ended March 31, 2019 compared to the year ended March 31, 2018, whichwas primarily attributable to increases in personnel-related costs of $6.3 million, share-based compensation expense of $5.8 million, information technologyand facilities costs of $1.9 million, professional services costs of $1.2 million and litigation-related expenses of $1.0 million. Personnel-related costsincreased primarily as a result of salaries and benefits associated with increased headcount. Share-based compensation expense increased primarily as a resultof share option grants since the prior year and to a lesser extent the impact of share option modifications. Information technology and facility costs increasedprimarily as a result of increased headcount. Professional services costs increased primarily due to acquisition-related expenses.Restructuring and Impairment of long-lived assetsIn the second quarter of fiscal 2019, we recorded a revision to restructuring expense of $0.2 million related to the exit of our Watertown,Massachusetts corporate office space. In the fourth quarter of fiscal 2018, upon the exit of our Watertown, Massachusetts corporate office space, we recorded arestructuring charge of $0.8 million for the remaining non-cancelable rent and estimated operating expenses for the vacated premises, net of sublease rentalsand we recorded a non-cash impairment charge of $1.7 million primarily related to leasehold improvements.47 Other income (expense) Year ended March 31, Period-to-period change 2019 2018 Amount % Change (dollars in thousands) Other income (expense): Interest income $2,515 $1,310 $1,205 92%Interest expense (5,940) (598) (5,342) nm Foreign exchange expense and other, net (356) (3,439) 3,083 nm Total other income (expense), net $(3,781) $(2,727) $(1,054) nm nm—not meaningfulInterest income increased $1.2 million primarily as a result of higher weighted-average balances of cash, cash equivalents and investments and higheryields on investments.Interest expense increased $5.3 million primarily as a result of interest expense of $3.3 million associated with our long-term debt and our financinglease obligation of $2.0 million in connection with the construction of our Lexington, MA – U.S. headquarters.Foreign exchange expense and other, net decreased by $3.1 million primarily as a result of a decrease in foreign exchange expense of $1.9 million,sublease income of $0.9 million and a gain on a previously held asset related to the Solebit acquisition of $0.3 million.Provision for income taxes Year ended March 31, Period-to-period change 2019 2018 Amount % Change (dollars in thousands) Provision for income taxes $2,001 $2,705 $(704) -26% Provision for income taxes decreased $0.7 million in the year ended March 31, 2019 compared to the year ended March 31, 2018, which is primarilyattributable to the tax benefit provided on the loss of our Israeli entity, and the tax benefit for the release of a portion of pre-existing U.S. and U.K. valuationallowances as a result of the Ataata and Simply Migrate business combinations, partially offset by an increase in income tax provision due to the earnings ofour South African entity.Comparison of Years Ended March 31, 2018 and 2017Revenue Year ended March 31, Period-to-period change 2018 2017 Amount % Change (dollars in thousands) Revenue $261,897 $186,563 $75,334 40% Revenue increased $75.3 million in the year ended March 31, 2018 compared to the year ended March 31, 2017. The increase in revenue wasprimarily attributable to increases in new customers, including approximately 4,000 new customers added since March 31, 2017, a full year of revenuerelated to new customers added during fiscal 2017 and additional revenue from customers that existed as of March 31, 2017. Revenue for the year endedMarch 31, 2018 compared to the year ended March 31, 2017 was positively impacted by approximately $4.7 million primarily as a result of the weakening ofthe U.S. dollar relative to the South African rand and to a lesser extent the British pound.Cost of revenue Year ended March 31, Period-to-period change 2018 2017 Amount % Change (dollars in thousands) Cost of revenue $69,699 $50,314 $19,385 39% 48 Cost of revenue increased $19.4 million in the year ended March 31, 2018 compared to the year ended March 31, 2017, which was primarilyattributable to increases in personnel-related costs of $5.8 million, data center costs of $5.4 million, depreciation expense of $3.9 million, informationtechnology and facility costs of $1.9 million, amortization of intangibles of $1.4 million and professional services costs of $0.8 million. Cost of revenue forthe year ended March 31, 2018 compared to the year ended March 31, 2017 was negatively impacted by approximately $1.1 million primarily as a result ofthe weakening of the U.S. dollar relative to the South African rand and British pound. Personnel-related cost increased primarily as a result of salaries andbenefits associated with increased headcount, data center costs increased as a result of the increase in our customer base, and depreciation increased primarilyas a result of increased capital expenditures in support of our expanding infrastructure. In addition, the increase in information technology and facility costsis primarily a result of increased headcount and the increase in amortization of intangibles is primarily as a result of amortization of capitalized software.As a result of changes in foreign exchange rates, gross profit increased in absolute dollars by approximately $3.6 million for the year ended March 31,2018 as compared to the year ended March 31, 2017. 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 primarily incurred in the regionin which the related revenue is recognized.Operating expenses Year ended March 31, Period-to-period change 2018 2017 Amount % Change (dollars in thousands) Operating expenses: Research and development $38,373 $22,593 $15,780 70%Sales and marketing 121,246 96,154 25,092 26%General and administrative 36,989 27,875 9,114 33%Impairment of long-lived assets 1,712 — 1,712 nm Restructuring 832 — 832 nm Total operating expenses $199,152 $146,622 $52,530 36% nm—not meaningfulResearch and development expensesResearch and development expenses increased $15.8 million in the year ended March 31, 2018 compared to the year ended March 31, 2017, whichwas primarily attributable to increases in personnel-related costs of $10.1 million, information technology and facility costs of $2.3 million, professionalservices costs of $0.9 million, share-based compensation expense of $0.7 million, travel and other costs of $0.5 million and data center costs of $0.5 million.Research and development expenses for the year ended March 31, 2018 as compared to the year ended March 31, 2017 were negatively impacted byapproximately $0.5 million primarily as a result of the weakening of the U.S. dollar relative to the British pound. Personnel-related cost increased primarily asa result of salaries and benefits associated with increased headcount throughout the year, information technology and facility costs increased primarily as aresult of increased headcount, professional services costs increased primarily as a result of the use of research and development contractors and share-basedcompensation expense increased primarily as a result of share option grants since the prior year.Sales and marketing expensesSales and marketing expenses increased $25.1 million in the year ended March 31, 2018 compared to the year ended March 31, 2017, which wasprimarily attributable to increases in personnel-related costs of $13.5 million, marketing costs of $4.7 million, information technology and facilities costs of$3.6 million, travel and other costs of $2.3 million and professional services of $0.8 million. Sales and marketing expenses for the year ended March 31, 2018as compared to the year ended March 31, 2017 were negatively impacted by approximately $1.4 million primarily as a result of the weakening of the U.S.dollar relative to the South African rand and British pound. Personnel-related costs increased primarily as a result of salaries and benefits associated withincreased headcount. Information technology and facility costs and travel and other costs increased primarily as a result of increased headcount.49 General and administrative expensesGeneral and administrative expenses increased $9.1 million in the year ended March 31, 2018 compared to the year ended March 31, 2017, which wasprimarily attributable to increases in personnel-related costs of $5.0 million, share-based compensation expense of $1.2 million, information technology andfacilities costs of $1.0 million and professional services costs and material supplies of $0.6 million each. General and administrative expenses for the yearended March 31, 2018 as compared to the year ended March 31, 2017 were negatively impacted by approximately $0.3 million primarily as a result of theweakening of the U.S. dollar against the British pound and South African rand. Personnel-related costs increased primarily as a result of salaries and benefitsassociated with increased headcount. Share-based compensation expense increased primarily as a result of share option grants since the prior year.Information technology and facility and material supplies costs increased primarily as a result of increased headcount.Restructuring and Impairment of long-lived assetsIn the fourth quarter of fiscal 2018, upon the exit of our Watertown, Massachusetts corporate office space, we recorded a restructuring charge of $0.8million for remaining non-cancelable rent and estimated operating expenses for the vacated premises, net of sublease rentals, and a non-cash impairmentcharge of $1.7 million primarily related to leasehold improvements.Other income (expense) Year ended March 31, Period-to-period change 2018 2017 Amount % Change (dollars in thousands) Other income (expense): Interest income $1,310 $510 $800 157%Interest expense (598) (268) (330) 123%Foreign exchange (expense) income and other, net (3,439) 6,892 (10,331) nm Total other income (expense), net $(2,727) $7,134 $(9,861) nm nm—not meaningful Other income (expense), net changed $9.9 million in the year ended March 31, 2018 compared to the year ended March 31, 2017, which was primarilyattributable to a change of $10.4 million in foreign exchange expense which was primarily attributable to the re-measurement of short-term intercompanybalances denominated in currencies other than the functional currency of our operating units. The increase in interest income is primarily due to interest oninvestments.Provision for income taxes Year ended March 31, Period-to-period change 2018 2017 Amount % Change (dollars in thousands) Provision for income taxes $2,705 $2,202 $503 23% Provision for income taxes increased $0.5 million in the year ended March 31, 2018 compared to the year ended March 31, 2017. 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 attributable to withholding taxes accrued by our Australian entity combined with an increase in the earnings in South Africa.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 provided by (used in) financing activities for the years ended March 31, 2019, 2018and 2017: Year ended March 31, 2019 2018 2017 (in thousands) Net cash provided by operating activities $66,235 $46,412 $32,514 Net cash used in investing activities (121,324) (35,019) (84,615)Net cash provided by (used in) financing activities 116,985 13,156 (332)50 In November 2015, we raised net proceeds of $68.3 million in our initial public offering after deducting underwriting discounts and commissions andoffering expenses paid by us. In the years ended March 31, 2019, 2018 and 2017, we incurred operating losses of $1.2 million, $7.0 million and $10.4million, respectively. While we expect to generate an operating loss in the year ending March 31, 2020, we expect to continue to generate positive cash flowsfrom operating activities. In the year ending March 31, 2020, we plan to continue to invest in the development and expansion of our Mime | OS™ platform toimprove on our existing solutions in order to provide more capabilities to our customers. Investments in capital expenditures in the year ended March 31,2019 were $28.8 million of which $25.8 million related to the expansion of our grid architecture. We expect fiscal year 2020 capital expenditures to increasesignificantly as we expect to incur one-time costs related to the build out and expansion of facilities in the U.K. and other locations and additional datacenter expansion primarily in the U.S.As of March 31, 2019 and 2018, we had cash, cash equivalents and investments of $173.5 million and $137.2 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 acquire complementary businesses, applications or technologies, any of which could also require us to seek additional equity or debt financing. We cannot provide assurance thatadditional financing will be available at all or on terms favorable to us. We had no material commitments for capital expenditures as of March 31, 2019 or2018.Borrowings and Credit FacilityIn July 23, 2018, we entered into that certain Credit Agreement, or the Credit Agreement, by and among us, certain of our subsidiaries party thereto, asguarantors, certain financial institutions party thereto from time to time, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, or theAdministrative Agent. The Credit Agreement provided the Company with a $100.0 million senior secured term loan, or the Term Loan, and a $50.0 millionsenior secured revolving credit facility, or the Revolving Facility, and together with the Term Loan, the Credit Facility, which shall be available to fundworking capital and for other corporate purposes, including to finance permitted acquisitions and investments. Total availability under the RevolvingFacility is reduced by outstanding letters of credit of $3.9 million. As of March 31, 2019, total availability under the Revolving Facility was $46.1 million.Interest under the Credit Facility accrues at a rate between LIBOR plus 1.375% and LIBOR plus 1.875%, based on our ratio of indebtedness to earningsbefore interest, taxes, depreciation, amortization and certain other adjustments, or Consolidated EBITDA. Based on this ratio, the current interest rate as ofMarch 31, 2019 under the Credit Facility is LIBOR plus 1.625%. The term of the Credit Facility is five years, maturing on July 23, 2023. At the time weentered into the Credit Agreement, we had no existing debt.The Credit Facility has financial covenants that require us to maintain a Consolidated Secured Leverage Ratio (as described below), commencing onSeptember 30, 2018, of not more than 3.00 to 1.00 for the four consecutive fiscal quarter period ending on the last day of each fiscal quarter, or the ReferencePeriod, with a step-up to 3.50 to 1.00 for any four-quarter period in which we consummate a permitted acquisition having an aggregate purchase price inexcess of $25.0 million. We must also maintain a Consolidated Interest Expense Ratio of 3.00 to 1.00 commencing on September 30, 2018 and for eachReference Period thereafter. For purposes of the covenants, “Consolidated Secured Leverage Ratio” generally refers to the ratio of Consolidated Funded Debtthat is secured by a lien on assets of us or our subsidiaries to Consolidated EBITDA. “Consolidated Funded Debt” generally refers to borrowed money, debtinstruments, capital leases, deferred purchase price of property or services (excluding accounts payable in the ordinary course of business), and earn outs thatare due and payable. “Consolidated Interest Expense Ratio” generally refers to the ratio of Consolidated EBITDA to cash interest expense with respect toindebtedness, with certain exclusions. The Company was in compliance with all covenants as of March 31, 2019 and management reasonably believes it willbe in compliance over next 12 months.The Credit Agreement contains customary affirmative covenants for transactions of this type and other affirmative covenants agreed to by the parties,including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance,compliance with laws and environmental matters. The Credit Agreement contains customary negative covenants, including, among others, restrictions on theincurrence of certain indebtedness, granting of liens, making investments and acquisitions, mergers and consolidations, paying dividends, entering intoaffiliate transactions and asset sales. The Credit Agreement also provides for a number of customary events of default, including, among others, payment,bankruptcy, covenant, representation and warranty, default under material indebtedness (other than the Credit Agreement), change of control and judgmentdefaults.51 All obligations under the Credit Agreement are unconditionally guaranteed by all of our material direct and indirect subsidiaries organized under thelaws of the United States, the United Kingdom, the Bailiwick of Jersey, and other jurisdictions agreed to us and the Administrative Agent, with certainexceptions. These guarantees are secured by substantially all of the present and future property and assets of the guarantors, with certain exclusions.The foregoing summary (and any reference to the Credit Facility contained in this Annual Report on Form 10-K) does not purport to be complete andis qualified in its entirety by reference to the Credit Agreement and the related agreements, which are filed as Exhibits 10.22, 10.23, 10.24, 10.25, 10.26,10.27, 10.28, 10.29, and 10.30 to this Annual Report on Form10-K incorporated herein by reference.Operating activitiesFor the year ended March 31, 2019, cash provided by operating activities was $66.2 million. The primary factors affecting our operating cash flowsduring the period were our net loss of $7.0 million, adjusted for non-cash items of $30.0 million for depreciation and amortization of our property, equipmentand intangible assets, $26.0 million of share-based compensation expense, and $6.4 million in amortization of deferred contract costs. The drivers of thechanges in operating assets and liabilities were a $45.9 million increase in deferred revenue and $5.2 million increase in accrued expenses and other currentliabilities and a $2.1 million increase in accounts payable, partially offset by a $20.2 million increase in deferred contract costs, $18.8 million increase inaccounts receivable, $2.0 million increase in prepaid expenses and other current assets and a $2.0 million increase in other assets.For the year ended March 31, 2018, cash provided by operating activities was $46.4 million. The primary factors affecting our operating cash flowsduring the period were our net loss of $12.4 million, adjusted for non-cash items of $19.0 million for depreciation and amortization of our property,equipment and intangible assets, $11.7 million of share-based compensation expense, and $3.0 million in unrealized foreign currency gains on foreigndenominated transactions, primarily intercompany balances, and $1.7 million of long-lived asset impairments. The primary drivers of the changes inoperating assets and liabilities were a $39.0 million increase in deferred revenue and $7.1 million increase in accrued expenses and other current liabilities,partially offset by a $17.9 million increase in accounts receivable and a $5.0 million increase in prepaid expenses and other current assets.For 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 $11.7 million increase in accounts receivable and a $2.8 million increase in prepaid expenses and other current assets.Investing activities Cash used in investing activities of $121.3 million for the year ended March 31, 2019 consisted primarily of $115.7 million in payments for theSolebit, Ataata and Simply Migrate acquisitions, $28.8 million in purchases of property, equipment and capitalized software and $42.9 million in purchasesof investments, partially offset by $66.0 million in maturities of investments. Cash used in investing activities of $35.0 million for the year ended March 31, 2018 consisted primarily of $34.5 million in capital expenditures and$1.4 million in payments related to the iSheriff and other acquisitions, partially offset by net purchase and maturity activity on investments of $0.9 million. 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. Our capital expenditures were associated primarily with computer equipment purchased in support of our expanding infrastructure and to a lesserextent leasehold improvements and office equipment associated with increased headcount.52 Financing activitiesCash provided by financing activities of $117.0 million for the year ended March 31, 2019 was primarily due to proceeds from issuance of debt, net ofissuance costs, of $97.7 million and proceeds from issuance of ordinary shares under our equity plans of $24.7 million, partially offset by payments onconstruction financing lease obligations of $2.3 million, payments on debt of $1.9 million and payments on capital lease obligations of $1.3 million.Cash provided by financing activities of $13.2 million for the year ended March 31, 2018 was primarily due to $17.0 million of proceeds fromissuance of ordinary shares from share option exercises and our employee stock purchase plan, partially offset by payments on debt of $1.8 million, paymentson capital lease obligations of $1.0 million and payments on construction financing lease obligation of $1.0 million.Cash 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.Net operating loss carryforwards and income tax creditsAs of March 31, 2019, we had U.K. net operating loss carryforwards of approximately $57.4 million that do not expire. As of March 31, 2019, we hadU.S. federal net operating loss carryforwards of approximately $78.6 million. U.S. federal net operating loss carryforwards generated through March 31, 2017of approximately $32.5 million expire at various dates through 2037, and U.S. federal net operating loss carryforwards generated in tax years beginning afterMarch 31, 2017 of approximately $46.1 million do not expire. As of March 31, 2019, we had U.S. state net operating loss carryforwards of approximately$54.6 million that expire at various dates through 2039. As of March 31, 2019, we had Australian net operating loss carryforwards of approximately $23.9million that do not expire. As of March 31, 2019, we had German net operating loss carryforwards of approximately $9.9 million that do not expire. As ofMarch 31, 2019, we had Israeli net operating loss carryforwards of approximately $3.3 million that do not expire. As of March 31, 2019, we had a U.K.income tax credit carryforward of $1.1 million that does not expire. As of March 31, 2019, we had an Israeli income tax credit carryforward of $0.6 millionthat expires in 2023 and 2024.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, 2019, 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.Contractual obligations and commitmentsThe following table represents our contractual obligations as of March 31, 2019, 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 $98,125 $4,375 $16,250 $77,500 $— Debt obligations interest 15,706 4,051 7,375 4,280 — Facility lease obligations 126,959 10,649 29,297 27,511 59,502 Capital lease obligations 2,346 918 1,428 — — Data center lease obligations 54,783 21,216 30,437 3,130 — Total $297,919 $41,209 $84,787 $112,421 $59,502 We lease our facilities under non-cancelable operating leases with various expiration dates through March 2029. We have outstanding letters of creditof $3.9 million related to certain operating leases.53 Recently issued and adopted accounting pronouncementsFor information on recent accounting pronouncements, see Note 2. “Summary of Significant Accounting Policies” in the notes to the consolidatedfinancial statements appearing elsewhere in this Annual Report on Form 10-K.Critical accounting policies and estimatesOur consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K 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 10-K, 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 RecognitionAdoption of ASC 606Effective April 1, 2018, we adopted the requirements of ASC 606 under the modified retrospective method of transition, which was applied to allcustomer contracts that were not completed on the effective date of ASC 606. We implemented internal controls and key system functionality to enable thepreparation of financial information on adoption. The adoption of ASC 606 resulted in changes to our accounting policies for revenue recognitionpreviously recognized under ASC 605, Revenue Recognition (Legacy GAAP), as detailed below.Revenue Recognition PolicyUnder ASC 606, we recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects theconsideration we expect to receive in exchange for those products or services. To achieve the core principle of ASC 606, we perform the following steps: 1)Identify the contract(s) with a customer; 2)Identify the performance obligations in the contract; 3)Determine the transaction price; 4)Allocate the transaction price to the performance obligations in the contract; and 5)Recognize revenue when (or as) we satisfy a performance obligation.We 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 certain performance obligations related to set-up, ingestion, consulting and training fees.In the years ended March 31, 2019, 2018 and 2017, subscription revenue made up the substantial majority of our revenue and professional servicesand other revenue made up less than 5% of our revenue.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.54 We sell our products and services directly through our sales force and also indirectly through third-party resellers. In accordance with the provisions ofASC 606, we have considered certain factors in determining whether the end-user or the third-party reseller is the customer in arrangements involvingresellers. We concluded that in the majority of transactions with resellers, the reseller is the customer. In these arrangements, we consider that it is the reseller,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 with the 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 of transactions, weare 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 thesetransactions is presented in the accompanying consolidated statements of operations based upon the amount billed to the reseller. For transactions where wehave determined that the end-user is the ultimate customer, revenue is presented in the accompanying consolidated statements of operations based on thetransaction 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 date thecustomer is provided access to our service. For performance obligations related to set-up and ingestion, including implementation assistance and datamigration services, respectively, we recognize revenue using output measures of performance that reflect the transfer of promised services to the customerconsistent with progress to completion. We consider training, consulting, and other professional services contracts as separate performance obligations andrecognize revenue using output measures of performance as services are completed.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. We primarily bill and collect payments from customers for our services in advance on a monthly and annual basis.In some instances, we receive non-refundable upfront payments for activities that do not constitute a promise to transfer a service and therefore areconsidered administrative tasks, not separate performance obligations. The upfront payments are evaluated to determine whether a material right to adiscount upon renewal of the subscription exists. When we conclude a material right does not exist, we recognize revenue related to the upfront payment overthe initial contract term. When we conclude a material right does exist, we recognize revenue related to the upfront payment, under the look-through method,over the estimated customer benefit period, which has been determined to be six years.All of our performance obligations, and associated revenue, are generally transferred to customers over time, with the exception of training, consultingand other professional services, which are generally transferred to the customer at a point in time.Revenue is presented net of any taxes collected from customers.Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performanceobligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling pricebasis. We determine the standalone selling prices based on our overall pricing objectives, taking into consideration market conditions and other factors,including the value of our contracts, the products sold, customer demographics, our sales channel, and the number and size of users within our contracts.Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription and other services describedabove and is recognized as the revenue recognition criteria are met. Deferred revenue that is expected to be recognized during the succeeding twelve-monthperiod is recorded as current deferred revenue and the remaining portion is recorded as non-current in the accompanying consolidated balance sheets. Deferred Cost PolicyAs part of our adoption of ASC 606, we capitalize incremental costs of obtaining revenue contracts, which primarily consist of commissions paid toour sales representatives. We amortize these commissions over six years on a systematic basis, consistent with the pattern of transfer of the goods or servicesto which the asset relates. Six years represents the estimated benefit period of the customer relationship taking into account factors such as peer estimates oftechnology lives and customer lives as well as our own historical data. No commissions are paid related to contract renewals. The current and noncurrentportions of deferred commissions are included in deferred contract costs, net, and deferred contract costs, net of current portion, respectively, in theaccompanying consolidated balance sheets. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in theaccompanying consolidated statements of operations. See Note 2 of the notes to our consolidated financial statements, included elsewhere in this AnnualReport on Form 10-K for costs capitalized as of March 31, 2019.55 Goodwill and long-lived asset impairment assessmentsGoodwill 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. The 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.We review long-lived assets, including property and equipment and definite-lived intangible assets, for impairment whenever events or changes incircumstances indicate that the carrying value of an asset may not be recoverable. During this review, we re-evaluate the significant assumptions used indetermining the original cost and estimated lives of long-lived assets. Although the assumptions may vary from asset to asset, they generally includeoperating results, changes in the use of the asset, cash flows, and other indicators of value. We then determine whether the remaining useful life continues tobe appropriate, or whether there has been an impairment of long-lived assets based primarily upon whether expected future undiscounted cash flows aresufficient to support the recoverability of these assets. Recoverability of these assets is measured by comparison of the carrying amount of the asset to thefuture undiscounted cash flows the asset is expected to generate. If the asset is considered to be impaired, the amount of any impairment is measured as thedifference between the carrying value and the fair value of the impaired asset.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, 2019 and 2018, wemaintained tax reserves for uncertain tax positions, however none of these amounts would impact our tax provision if recognized.Share-based compensationWe 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 service-based awards, werecognize share-based compensation expense on a straight-line basis over the requisite service period of the award with actual forfeitures recognized as theyoccur.56 Share OptionsWe 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 share options for service-based awards utilizing the “Simplified Method,” aswe do not have sufficient historical share option exercise information on which to base our estimate. The Simplified Method is based on the average of thevesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expectedlife of the share option. Since there was no public market for our ordinary shares prior to the IPO and as our shares have been publicly traded for a limitedtime, we determined the expected volatility for options granted based on an analysis of reported data for a peer group of companies that issue options withsubstantially similar terms. The expected volatility of options granted has been determined using an average of the historical volatility measures of this peergroup of companies. We use an expected dividend rate of zero as we currently have no history or expectation of paying dividends on our ordinary shares. Thegrant date fair value of our ordinary shares at the time of each share option grant is based on the closing market value of our ordinary shares on the grant date.Employee Stock Purchase Plan, or ESPPWe estimate the fair value of ESPP share options on the date of grant using the Black-Scholes option-pricing model, which requires the use of highlysubjective estimates and assumptions. We estimate the expected term of ESPP share options based on the length of each offering period, which is six months.The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the ESPP share option. Expected volatility isbased on our historical volatility. We use an expected dividend rate of zero as we currently have no history or expectation of paying dividends on ourordinary shares. The grant date fair value per ordinary share is based on the closing market value of our ordinary shares on the first day of each ESPP offeringperiod.Restricted Share Units, or RSUsFor RSUs issued under our share-based compensation plans, the fair value of each grant is calculated based on the closing market value of our ordinaryshares on the grant date.57 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Market 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 are as follows: Year ended March 31, 2019 2018 Revenues generated in locations outside the United States 50% 51%Revenues in currencies other than the United States dollar 48% 49%Expenses in currencies other than the United States dollar 47% 49% Percentage of revenues and expenses denominated in foreign currency are as follows: Year ended March 31, 2019 Revenues Expenses British pound 28% 32%South African Rand 14% 5%Other currencies 6% 10%Total 48% 47% Year ended March 31, 2018 Revenues Expenses British pound 29% 35%South African Rand 15% 6%Other currencies 5% 8%Total 49% 49% As of March 31, 2019 and 2018, we had $41.4 million and $35.3 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, 2019 and 2018, we had $26.5 million and $20.4 million, respectively, of cash denominated in currencies other than the U.S. dollar. As of March31, 2019, cash denominated in British pounds and South African rand was $10.3 million and $11.2 million, respectively. As of March 31, 2018, cashdenominated in British pounds and South African rand was $6.0 million and $10.7 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 (expense) income and other, net.”Currently, our largest foreign currency exposures are to the British pound and South African rand. Relative to foreign currency exposures existing asof March 31, 2019, 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, 2019, we estimate that a 10% unfavorable movement inforeign currency exchange rates against the U.S. dollar would have decreased revenue by $16.5 million, decreased expenses by $15.9 million and had anegative impact on our operating results of $0.6 million. For the year ended March 31, 2018, we estimate that a 10% unfavorable movement in foreigncurrency exchange rates against the U.S. dollar would have decreased revenue by $13.0 million, decreased expenses by $13.0 million and have no impact onour operating results. The estimates used assume that all currencies move in the same direction at the same time and the ratio of non-U.S. dollar denominatedrevenue and expenses to U.S. dollar denominated revenue and expenses does not change from current levels. Since a portion of our revenue is deferredrevenue that is recorded at different foreign currency exchange rates, the impact to revenue of a change in foreign currency exchange rates is recognized overtime, 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 expenseis incurred. All of the potential changes noted above are based on sensitivity analyses performed on our financial results as of March 31, 2019 and 2018.58 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, 2019 and 2018, we had cash, cash equivalents and investments of $173.5 million and $137.2 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.We entered into the Credit Agreement (as defined herein) in July 2018. The Credit Agreement provides us with a $100.0 million senior secured termloan, and a $50.0 million senior secured revolving credit facility. Interest under the Credit Facility (as defined herein) accrues at a rate between LIBOR plus1.375% and LIBOR plus 1.875%. We estimate that a 100 basis point increase in the LIBOR rate would result in approximately $1.0 million of additionalinterest expense over the ensuing twelve-month period under the Credit Facility.59 Item 8. Financial Statements and Supplementary Data.MIMECAST LIMITEDINDEX TO CONSOLIDATED FINANCIAL STATEMENTS PageReport of Independent Registered Public Accounting Firm 61Consolidated Balance Sheets as of March 31, 2019 and 2018 62Consolidated Statements of Operations for the Years Ended March 31, 2019, 2018 and 2017 63Consolidated Statements of Comprehensive Loss for the Years Ended March 31, 2019, 2018 and 2017 64Consolidated Statements of Shareholders’ Equity for the Years Ended March 31, 2019, 2018 and 2017 65Consolidated Statements of Cash Flows for the Years Ended March 31, 2019, 2018 and 2017 66Notes to Consolidated Financial Statements 67 60 Report of Independent Registered Public Accounting FirmTo the Shareholders and the Board of Directors of Mimecast Limited Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Mimecast Limited (the Company) as of March 31, 2019 and 2018, the relatedconsolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the three years in the period ended March 31,2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements presentfairly, in all material respects, the financial position of the Company at March 31, 2019 and 2018, and the results of its operations and its cash flows for eachof the three years in the period ended March 31, 2019, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sinternal control over financial reporting as of March 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 29, 2019 expressed an unqualifiedopinion thereon. Adoption of ASU No. 2014-09, Revenue from Contracts with Customers As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for revenue due to the adoption ofAccounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the related amendments. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing proceduresto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financialstatements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2015. Boston, MassachusettsMay 29, 201961 MIMECAST LIMITEDCONSOLIDATED BALANCE SHEETS(in thousands, except share and per share amounts) As of March 31, 2019 2018 Assets Current assets Cash and cash equivalents $137,576 $78,339 Short-term investments 35,941 58,871 Accounts receivable, net 80,953 65,392 Deferred contract costs, net 8,140 — Prepaid expenses and other current assets 25,871 15,302 Total current assets 288,481 217,904 Property and equipment, net 94,202 123,822 Intangible assets, net 30,623 9,819 Goodwill 107,575 5,631 Deferred contract costs, net of current portion 28,250 — Other assets 5,156 1,222 Total assets $554,287 $358,398 Liabilities and shareholders' equity Current liabilities Accounts payable $9,457 $6,052 Accrued expenses and other current liabilities 44,309 33,878 Deferred revenue 163,102 123,057 Current portion of capital lease obligations 844 1,125 Current portion of long-term debt 4,059 — Total current liabilities 221,771 164,112 Deferred revenue, net of current portion 12,472 18,045 Long-term capital lease obligations 1,381 2,390 Long-term debt 92,797 — Construction financing lease obligations 36,650 67,205 Other non-current liabilities 15,581 4,954 Total liabilities 380,652 256,706 Commitments and contingencies (Note 12) Shareholders' equity Ordinary shares, $0.012 par value, 300,000,000 shares authorized; 61,158,051 and 58,949,644 shares issued and outstanding as of March 31, 2019 and March 31, 2018, respectively 734 707 Additional paid-in capital 263,388 212,839 Accumulated deficit (83,632) (106,507)Accumulated other comprehensive loss (6,855) (5,347)Total shareholders' equity 173,635 101,692 Total liabilities and shareholders' equity $554,287 $358,398 The accompanying notes are an integral part of these consolidated financial statements.62 MIMECAST LIMITEDCONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except per share amounts) Year Ended March 31, 2019 2018 2017 Revenue $340,377 $261,897 $186,563 Cost of revenue 90,874 69,699 50,314 Gross profit 249,503 192,198 136,249 Operating expenses Research and development 57,939 38,373 22,593 Sales and marketing 139,194 121,246 96,154 General and administrative 53,759 36,989 27,875 Impairment of long-lived assets — 1,712 — Restructuring (170) 832 — Total operating expenses 250,722 199,152 146,622 Loss from operations (1,219) (6,954) (10,373)Other income (expense) Interest income 2,515 1,310 510 Interest expense (5,940) (598) (268)Foreign exchange (expense) income and other, net (356) (3,439) 6,892 Total other income (expense), net (3,781) (2,727) 7,134 Loss before income taxes (5,000) (9,681) (3,239)Provision for income taxes 2,001 2,705 2,202 Net loss $(7,001) $(12,386) $(5,441) Net loss per ordinary share Basic and diluted $(0.12) $(0.22) $(0.10)Weighted-average number of ordinary shares outstanding Basic and diluted 59,960 57,269 54,810 The accompanying notes are an integral part of these consolidated financial statements.63 MIMECAST LIMITEDCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(in thousands) Year ended March 31, 2019 2018 2017 Net loss $(7,001) $(12,386) $(5,441)Other comprehensive (loss) income: Net unrealized gains (losses) on investments, net of tax 117 40 (129)Change in foreign currency translation adjustment (1,625) 2,839 (5,247)Reclassification of cumulative translation adjustment to net loss upon liquidation of subsidiaries, net of tax — 188 — Total other comprehensive (loss) income (1,508) 3,067 (5,376)Comprehensive loss $(8,509) $(9,319) $(10,817) The accompanying notes are an integral part of these consolidated financial statements.64 MIMECAST LIMITEDCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY(in thousands) Accumulated Ordinary Shares Additional Other Total Number of Paid-in Accumulated Comprehensive Shareholders' Shares Amount Capital Deficit Loss Equity 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 (RSUs) 28 — — — — — Balance as of March 31, 2017 55,902 671 183,752 (94,017) (8,414) 81,992 Cumulative effect adjustment ASU 2016-09 (1) — — 104 (104) — — Excess tax benefits related to exercise of share options — — 217 — — 217 Net loss — — — (12,386) — (12,386)Foreign currency translation adjustment — — — — 3,027 3,027 Unrealized gains on investments — — — — 40 40 Issuance of ordinary shares upon exercise of share options 2,961 36 15,600 — — 15,636 Share-based compensation — — 11,763 — — 11,763 Employee share purchase plan (ESPP) purchase 67 — 1,492 — — 1,492 Tax withholdings on issuance of ordinary shares (3) — (89) — — (89)Vesting of RSUs 23 — — — — — Balance as of March 31, 2018 58,950 707 212,839 (106,507) (5,347) 101,692 Cumulative effect adjustment ASU 2014-09 (2) — — — 29,876 — 29,876 Net loss — — — (7,001) — (7,001)Foreign currency translation adjustment — — — — (1,625) (1,625)Unrealized gains on investments — — — — 117 117 Issuance of ordinary shares upon exercise of share options 2,055 25 21,328 — — 21,353 Share-based compensation — — 25,929 — — 25,929 ESPP purchase 138 2 3,631 — — 3,633 Vesting of RSUs 24 — — — — — Tax withholding on ESPP purchases and vesting of RSUs (9) — (339) — — (339)Balance as of March 31, 2019 61,158 $734 $263,388 $(83,632) $(6,855) $173,635 (1)ASU No. 2016-09, Compensation – Stock Compensation (ASU 2016-09)(2)ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASC 606) The accompanying notes are an integral part of these consolidated financial statements.65 MIMECAST LIMITEDCONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands) Year ended March 31, 2019 2018 2017 Operating activities Net loss $(7,001) $(12,386) $(5,441)Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 29,953 18,960 11,881 Share-based compensation expense 25,954 11,734 10,294 Amortization of deferred contract costs 6,390 — — Amortization of debt issuance costs 336 — — Impairment of long-lived assets — 1,712 — Other non-cash items (400) 365 128 Unrealized currency loss (gain) on foreign denominated transactions 880 2,958 (6,496)Changes in assets and liabilities: Accounts receivable (18,771) (17,935) (11,663)Prepaid expenses and other current assets (2,046) (5,037) (2,752)Deferred contract costs (20,219) — — Other assets (2,045) 33 1,861 Accounts payable 2,093 (104) 758 Deferred revenue 45,901 39,042 29,072 Accrued expenses and other liabilities 5,210 7,070 4,872 Net cash provided by operating activities 66,235 46,412 32,514 Investing activities Purchases of investments (42,856) (76,948) (67,550)Maturities of investments 66,000 77,808 7,000 Purchases of property, equipment and capitalized software (28,795) (34,498) (18,491)Payments for acquisitions, net of cash acquired (115,673) (1,381) (5,574)Net cash used in investing activities (121,324) (35,019) (84,615)Financing activities Proceeds from issuance of ordinary shares 24,688 17,039 4,476 Payments on debt (1,875) (1,825) (4,559)Payments on capital lease obligations (1,275) (1,039) (249)Payments on construction financing lease obligations (2,301) (1,019) — Proceeds from issuance of debt, net of issuance costs 97,748 — — Net cash provided by (used in) financing activities 116,985 13,156 (332)Effect of foreign exchange rates on cash (2,659) 2,471 (2,388)Net increase (decrease) in cash and cash equivalents 59,237 27,020 (54,821)Cash and cash equivalents at beginning of period 78,339 51,319 106,140 Cash and cash equivalents at end of period $137,576 $78,339 $51,319 Supplemental disclosure of cash flow information Cash paid during the period for interest $4,598 $591 $211 Cash paid during the period for income taxes $3,010 $2,545 $2,046 Supplemental disclosure of non-cash investing and financing activities Unpaid purchases of property, equipment and capitalized software $7,634 $7,977 $848 Property and equipment acquired under capital lease $— $4,000 $713 Construction costs capitalized under financing lease obligations $27,903 $70,645 $— Derecognition of building upon completion of construction period $(56,794) $— $— Amounts due from seller for acquisitions $— $— $600 Withholding taxes payable upon RSU vesting $41 $— $— The accompanying notes are an integral part of these consolidated financial statements.66 MIMECAST LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTSYears ended March 31, 2019, 2018 and 2017(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).The Company reclassified certain amounts within its consolidated statements of cash flows to conform to current period presentation. Thereclassifications include $0.2 million of loss on disposal of fixed assets to other non-cash items and $0.1 million of provision for doubtful accounts toaccounts receivable for the year ended March 31, 2018. Additionally, the Company reclassified $5.6 million of unpaid purchases of capitalized softwarelicenses to unpaid purchases of property, equipment and capitalized software within the supplemental disclosure of non-cash investing and financingactivities for the year ended March 31, 2018. These reclassifications had no impact on the Company’s previously reported results of operations or its balancesheets.Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances havebeen eliminated in consolidation. 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.67 Significant estimates relied upon in preparing these consolidated financial statements include revenue recognition, variable consideration, valuationat fair value of assets acquired or sold, including intangibles, goodwill, tangible assets, and liabilities assumed, amortization periods, expected future cashflows used to evaluate the recoverability of long-lived assets, contingent liabilities, construction financing lease obligations, restructuring liabilities,expensing and capitalization of research and development costs for internal-use software, the determination of the fair value of share-based awards issued, theaverage period of benefit associated with costs capitalized to obtain revenue contracts and the recoverability of the Company’s net deferred tax assets andrelated 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 16.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, 2019 as available-for-sale pursuant to ASC 320, Investments – Debt Securities. TheCompany records available-for-sale securities at fair value, with unrealized gains and losses included in accumulated other comprehensive loss inshareholders’ equity. The Company includes interest and dividends on securities classified as available-for-sale in interest income. Realized gains and lossesare recorded in the consolidated statements of operations and comprehensive loss based on the specific-identification method. There were no materialrealized gains or losses on investments for the years ended March 31, 2019 and 2018.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, 2019 was $10.0 million. As of March 31, 2019, the Company determined that no other-than-temporary impairments wererequired to be recognized in the consolidated statements of operations.68 The following is a summary of cash, cash equivalents and investments as of March 31, 2019 and March 31, 2018: AmortizedCost GrossUnrealizedGains GrossUnrealizedLosses EstimatedFair Value March 31, 2019: Cash and cash equivalents due in 90 days or less $137,576 $— $— $137,576 Investments: U.S. treasury securities due in one year or less 1,993 1 — 1,994 Non-U.S. government securities due in one year or less 7,969 12 — 7,981 Corporate securities due in one year or less 25,951 24 (9) 25,966 Total investments 35,913 37 (9) 35,941 Total cash, cash equivalents and investments $173,489 $37 $(9) $173,517 AmortizedCost GrossUnrealizedGains GrossUnrealizedLosses EstimatedFair Value March 31, 2018: Cash and cash equivalents due in 90 days or less $78,339 $— $— $78,339 Investments: U.S. treasury securities due in one year or less 2,995 — (5) 2,990 Non-U.S. government securities due in one year or less 5,996 1 (1) 5,996 Corporate securities due in one year or less 49,969 8 (92) 49,885 Total investments 58,960 9 (98) 58,871 Total cash, cash equivalents and investments $137,299 $9 $(98) $137,210 Revenue RecognitionAdoption of ASC 606Effective April 1, 2018, the Company adopted the requirements of ASU No. 2014-09, under the modified retrospective method of transition, whichwas applied to all customer contracts that were not completed on the effective date of ASC 606. The Company implemented internal controls and key systemfunctionality to enable the preparation of financial information on adoption. The adoption of ASC 606 resulted in changes to the Company’s accountingpolicies for revenue recognition and related costs previously recognized under ASC 605, Revenue Recognition (Legacy GAAP), as detailed below.Revenue Recognition PolicyUnder ASC 606 the Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects theconsideration the Company expects to receive in exchange for those products or services. To achieve the core principle of ASC 606, the Company performsthe following steps: 1)Identify the contract(s) with a customer; 2)Identify the performance obligations in the contract; 3)Determine the transaction price; 4)Allocate the transaction price to the performance obligations in the contract; and 5)Recognize revenue when (or as) the Company satisfies a performance obligation.The Company derives its revenue from two sources: (1) subscription revenues, which are 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 certain performance obligations related to set-up, ingestion, consulting andtraining fees.In the years ended March 31, 2019, 2018 and 2017, subscription revenue made up the substantial majority of the Company’s revenue and professionalservices and other revenue made up less than 5% of the Company’s revenue.69 The Company’s subscription arrangements provide customers the right to access the Company’s hosted software applications. Customers do not havethe right to take possession of the Company’s software during the hosting arrangement.The Company sells its products and services directly through the Company’s sales force and also indirectly through third-party resellers. Inaccordance with the provisions of ASC 606, the Company has considered certain factors in determining whether the end-user or the third-party reseller is thecustomer in arrangements involving resellers. The Company concluded that in the majority of transactions with resellers, the reseller is the customer. In thesearrangements, the Company considered that it is the reseller, and not the Company, that has the relationship with the end-user. Specifically, the reseller hasthe 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 not obligated to report itstransaction price with the end-user to the Company, and in the majority of transactions, the Company is unable to determine the amount paid by the end-usercustomer to the reseller in these transactions. As a result of such considerations, revenue for these transactions is presented in the accompanying consolidatedstatements of operations based upon the amount billed to the reseller. For transactions where the Company has determined that the end-user is the ultimatecustomer, revenue is presented in the accompanying consolidated statements of operations based on the transaction price with the end-user.The Company recognizes subscription and support revenue ratably over the term of the contract, typically one year in duration, beginning on the datethe customer is provided access to the Company’s service. For performance obligations related to set-up and ingestion, including implementation assistanceand data migration services, respectively, the Company recognizes revenue using output measures of performance that reflect the transfer of promisedservices to the customer consistent with progress to completion. The Company considers training, consulting, and other professional services contracts asseparate performance obligations and recognizes revenue using output measures of performance as services are completed.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. The Company primarily bills and collects payments from customers for its services in advance on a monthly and annualbasis.In some instances, the Company receives non-refundable upfront payments for activities that do not constitute a promise to transfer a service andtherefore are considered administrative tasks, not separate performance obligations. The upfront payments are evaluated to determine whether a material rightto a discount upon renewal of the subscription exists. When the Company concludes a material right does not exist, the Company recognizes revenue relatedto the upfront payment over the initial contract term. When the Company concludes a material right does exist, the Company recognizes revenue related tothe upfront payment, under the look-through method, over the estimated customer benefit period, which has been determined to be six years.All of the Company’s performance obligations, and associated revenue, are generally transferred to customers over time, with the exception oftraining, consulting and other professional services, which are generally transferred to the customer at a point in time.Revenue is presented net of any taxes collected from customers.Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individualperformance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standaloneselling price basis. The Company determines the standalone selling prices based on the Company’s overall pricing objectives, taking into considerationmarket conditions and other factors, including the value of the Company’s contracts, the products sold, customer demographics, the Company’s saleschannel, and the number and size of users within the Company’s contracts.Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription and other services describedabove and is recognized as the revenue recognition criteria are met. Deferred revenue that is expected to be recognized during the succeeding twelve-monthperiod is recorded as current deferred revenue and the remaining portion is recorded as non-current in the accompanying consolidated balance sheets. Deferred Cost PolicyAs part of the Company’s adoption of ASC 606, the Company capitalizes incremental costs of obtaining revenue contracts, which primarily consist ofcommissions paid to its sales representatives. The Company amortizes these commissions over six years on a systematic basis, consistent with the pattern oftransfer of the goods or services to which the asset relates. Six years represents the estimated benefit period of the customer relationship taking into accountfactors such as peer estimates of technology lives and customer lives as well as the Company's own historical data. No commissions are paid related tocontract renewals. The current and noncurrent portions of deferred commissions are included in deferred contract costs, net, and deferred contract costs, net ofcurrent portion, respectively, in the accompanying consolidated balance sheets. Amortization of capitalized costs to obtain revenue contracts is included insales and marketing expense in the accompanying consolidated statements of operations.70 Impact of Adoption of ASC 606The adoption of ASC 606 resulted in a decrease to deferred revenue of $6.0 million and an increase of $23.8 million in deferred contract costs as ofApril 1, 2018. The Company recorded the deferred tax impact associated with the cumulative effect adjustment of adopting ASC 606 to accumulated deficitwith an equal and offsetting adjustment to the Company’s valuation allowance. The decrease to deferred revenue upon adoption was primarily due to achange in the accounting treatment for certain upfront fees that were accounted for as a single unit of account under Legacy GAAP and are accounted for asseparate performance obligations under ASC 606. The increase in deferred contract costs was the result of the capitalization of certain commissions that weredetermined to be incremental costs of obtaining a contract. Under Legacy GAAP, the Company expensed all commission costs as incurred.As a result of the adoption of ASC 606, the Company’s accumulated deficit decreased by $29.9 million as of April 1, 2018, which was the netcumulative impact associated with the capitalization of sales commissions and the adjustment to deferred revenue.The cumulative effect of the changes made to the Company’s April 1, 2018 balance sheet for the adoption of ASC 606 was as follows: Balance as ofMarch 31, 2018 Adjustments Due toAdoption of ASC 606 Balance as ofApril 1, 2018 Assets Deferred contract costs, net $— $5,494 $5,494 Deferred contract costs, net of current portion — 18,339 18,339 Liabilities Deferred revenue 123,057 (517) 122,540 Deferred revenue, net of current portion 18,045 (5,526) 12,519 Shareholders' equity Accumulated deficit (106,507) 29,876 (76,631) In accordance with the requirements of ASC 606, the disclosure for the quantitative effect and the significant changes between the reported resultsunder ASC 606 and those that would have been reported under Legacy GAAP on our consolidated statements of operations and balance sheet are as follows: Year ended March 31, 2019 As Reported -ASC 606 Amounts withoutAdoption of ASC 606 Effect of ChangeIncrease/(Decrease) Income Statement Revenues $340,377 $338,829 $1,548 Operating expenses Sales and marketing (139,194) (153,003) (13,809)Net loss $(7,001) $(22,358) $15,357 As of March 31, 2019 As Reported -ASC 606 Balances withoutAdoption of ASC 606 Effect of ChangeIncrease/(Decrease) Balance Sheet Assets Deferred contract costs, net $8,140 $— $8,140 Deferred contract costs, net of current portion 28,250 — 28,250 Liabilities Deferred revenue 163,102 161,746 1,356 Deferred revenue, net of current portion 12,472 21,336 (8,864)Shareholders' equity Accumulated deficit (83,632) (128,865) 45,233 Revenue recognized during the twelve months ended March 31, 2019 from amounts included in deferred revenue at the beginning of the period wasapproximately $118.7 million. Revenue recognized during the twelve months ended March 31, 2019 from performance obligations satisfied or partiallysatisfied in previous periods was not material.The adoption of ASC 606 had no impact to net operating cash flows.71 Contracted revenue as of March 31, 2019 that has not yet been recognized (contracted and not recognized) was $86.0 million, which includes deferredrevenue and non-cancellable amounts that will be invoiced and recognized as revenue in future periods and excludes contracts with an original expectedlength of one year or less. The Company expects 51% of contracted and not recognized revenue to be recognized over the next twelve months, 46% in yearstwo and three, with the remaining balance recognized thereafter.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 these costs, the Company incurs third-party serviceprovider costs such as data center and networking expenses, allocated overhead, amortization of capitalized software and acquired intangible assets anddepreciation expense.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. The Company maintains its cash and cash equivalents with major financial institutions of high-credit quality. Although the Company deposits itscash with multiple 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 balances arederived from revenue earned from customers primarily located in the United Kingdom, the United States, and South Africa. The Company generally does notrequire its customers to provide collateral or other security to support accounts receivable. Credit losses historically have not been significant and theCompany generally has not experienced any material losses related to receivables from individual customers, or groups of customers. Due to these factors, noadditional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. As ofMarch 31, 2019 and 2018, no individual customer represented more than 10% of our accounts receivable. During the years ended March 31, 2019, 2018 and2017, no individual customer represented more than 10% of our revenue.The Company's board of directors approved investment policy permits investments in fixed income securities denominated and payable in U.S. dollarsincluding U.S. government and agency securities, non-U.S. government securities, money market instruments, commercial paper, certificates of deposit,corporate bonds and asset-backed securities. The Company diversifies its investment portfolio by investing in multiple types of investment-grade securitiesacross various industries and issuers, limiting the amount invested in individual securities and limiting the average maturity to two years or less.As of March 31, 2019, the Company’s investments consisted primarily of investment-grade fixed income corporate debt securities with maturitiesranging from 1 to 7 months, non-U.S. government securities with maturities ranging from 3 to 8 months and U.S. treasury securities with maturities inapproximately 5 months.Allowance for Doubtful AccountsThe Company makes judgments as to its 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.The Company considers current economic trends when evaluating the adequacy of the allowance for doubtful accounts. If circumstances relating tospecific customers change or unanticipated changes occur in the general business environment, the Company’s estimates of the recoverability of receivablescould be further adjusted. For the years ended March 31, 2019, 2018 and 2017, bad debt expense was $0.2 million, $0.2 million and $0.1 million,respectively. The allowance for doubtful accounts as of March 31, 2019 and 2018 was not material.72 Property and EquipmentProperty 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 in the period of retirement or sale. Theestimated useful lives of the Company’s property and equipment are as follows: EstimatedUseful LifeBuildings and building improvements (1) 10Computer equipment 3 to 5Leasehold improvements Lesser of asset life or lease termFurniture and fixtures 5Office equipment 3 (1)Building and building improvement assets under build-to-suit accounting are depreciated over their useful lives during the lease period.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), the Company recognizes the tangible and intangible assets acquired and liabilitiesassumed based on their estimated fair values. Determining these fair values requires management to make significant estimates and assumptions, especiallywith respect to intangible assets.The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair value. Goodwill as of the acquisition date ismeasured as the excess of consideration transferred over the net of the acquisition date fair value of the assets acquired and the liabilities assumed andrepresents the expected future economic benefits arising from other assets acquired that are not individually identified and separately recognized. While theCompany uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed atthe acquisition date, its estimates are inherently uncertain and subject to refinement. Assumptions may be incomplete or inaccurate, and unanticipated eventsor circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. As a result, during the measurementperiod, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with thecorresponding offset to goodwill to the extent that it identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of themeasurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments arerecorded to the consolidated statements of operations.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. The Company has determined that there is a single reporting unit for the purpose of conducting this goodwill impairmentassessment. For purposes of assessing potential impairment, the Company estimates the fair value of the reporting unit, based on the Company’s marketcapitalization, and compares this amount to the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unitexceeds its fair value, an impairment charge would be required. The annual goodwill impairment test is performed as of January 1st of each year. To date, theCompany has 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. The Company amortizesacquired definite-lived intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that patterncannot be readily determined, on a straight-line basis.73 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, 2019 and 2017, the Company did not identify any impairment of its long-lived assets. For the year ended March 31,2018, the Company recorded an impairment of long-lived assets of $1.7 million due to the exit of its Watertown facilities in the fourth quarter of fiscal 2018.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 liabilityand 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 or liability. As such, fair value is a market-basedmeasurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company usesvaluation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs areprioritized 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, 2019, 2018 and 2017.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 the74 Company’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, 2019, 2018 and 2017, 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.Capitalized software and Cloud-computing Arrangements (CCA)The Company accounts for acquired internal-use software licenses and certain costs related to video content production related to its awarenesstraining offering within the scope of ASC 350-40 as intangible assets (Capitalized Software). Acquired internal-use software licenses are amortized over theterm of the arrangement to the line item within the consolidated statements of operations that reflects the nature of the license. Video production costs areamortized to cost of revenue over their expected useful life of five years when the content is ready for use. See Note 6 for further details.Additionally, the Company evaluates its accounting for fees paid in a CCA to determine whether the CCA includes a license to internal-use software.If the CCA includes a software license, the Company accounts for the software license as an intangible asset. Acquired software licenses are recognized andmeasured at cost, which includes the present value of the license obligation if the license is to be paid for over time. If the CCA does not include a softwarelicense, the Company accounts for the arrangement as a service contract (hosting arrangement) and hosting costs are generally expensed as incurred.Upon adoption of ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-24): Customer’s Accounting forImplementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU 2018-15), the Company evaluates upfront costsincluding implementation, set-up or other costs (collectively, implementation costs) for hosting arrangements under the internal-use software framework.Costs related to preliminary project activities and post implementation activities are expensed as incurred, whereas costs incurred in the development stageare generally capitalized. Capitalized implementation costs are amortized on a straight-line basis over the expected term of the hosting arrangement, whichincludes consideration of the non-cancellable contractual term and reasonably certain renewals. During the year ended March 31, 2019, the Companycapitalized $1.7 million of implementation costs related to hosting arrangements that were incurred during the application development stage. Thesecapitalized implementation costs will be amortized over the expected term of the arrangement and are amortized in the same line item in the consolidatedstatements of operations as the expense for fees for the associated hosting arrangement.Foreign Currency TranslationThe reporting currency of the Company is the U.S. dollar. The Company determines the functional currency for its non-U.S. subsidiaries by reviewingthe currencies in which its respective operating activities occur. The functional currency of the Company’s non-U.S. subsidiaries is generally the localcurrency of each subsidiary. All assets and liabilities in the balance sheets of entities whose functional currency is a currency other than the U.S. dollar aretranslated into U.S. dollar equivalents at exchange rates as follows: (i) asset and liability accounts at period-end rates, (ii) income statement accounts atweighted-average exchange rates for the period, and (iii) shareholders’ equity accounts at historical exchange rates. Foreign exchange transaction gains andlosses are included in foreign exchange (expense) income and other, net in the accompanying consolidated statements of operations. The effects of foreigncurrency translation adjustments are included as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets.Net Loss Per Ordinary ShareThe Company calculates basic and diluted net loss per ordinary share by dividing net loss by the weighted-average number of ordinary sharesoutstanding during the period. The Company has excluded other potentially dilutive shares, which include outstanding options to purchase ordinary sharesand unvested restricted share units (RSUs), from the weighted-average number of ordinary shares outstanding as their inclusion in the computation for allperiods would be anti-dilutive due to net losses incurred.The following potentially dilutive ordinary share equivalents have been excluded from the calculation of diluted weighted-average sharesoutstanding for the years ended March 31, 2019, 2018 and 2017 as their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended March 31, 2019 2018 2017 Share options outstanding 6,209 6,230 8,681 Unvested RSUs 550 33 2875 Advertising and Promotion CostsExpenses related to advertising and promotion of solutions is charged to sales and marketing expense as incurred. The Company incurred advertisingexpenses of $12.5 million, $12.4 million and $11.5 million during the years ended March 31, 2019, 2018 and 2017, respectively.Income TaxesThe Company is subject to income tax in the United Kingdom, the United States and other international jurisdictions, and uses estimates indetermining its provision for income taxes. The Company accounts for income taxes in accordance with ASC 740, Income Taxes (ASC 740). ASC 740 is anasset and liability approach that requires recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differencesbetween the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax basis, and for operating loss and tax creditcarryforwards. ASC 740 requires a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not thatsome or all of the deferred tax assets will not be realized.The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained onexamination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements fromsuch position are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. As of March 31, 2019and 2018, the Company did not have any uncertain tax positions that would impact our net tax provision if recognized.Share-Based CompensationThe Company accounts for share-based compensation awards in accordance with the provisions of ASC 718, Compensation—Stock Compensation,which requires the recognition of expense related to the fair value of share-based compensation awards in the statements of operations. For service-basedawards, the Company recognizes share-based compensation expense on a straight-line basis over the requisite service period of the award with actualforfeitures recognized as they occur.See Note 11 for further description of the Company’s share-based compensation plans and a summary of the share-based award activity for the yearended March 31, 2019.Share OptionsThe Company estimates the fair value of employee share options on the date of grant using the Black-Scholes option-pricing model, which requiresthe use of highly subjective estimates and assumptions. The Company estimates the expected term of share options for service-based awards utilizing the“Simplified Method,” as it does not have sufficient historical share option exercise information on which to base its estimate. The Simplified Method is basedon the average of the vesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term isconsistent with the expected life of the share option. Since there was no public market for the Company’s ordinary shares prior to the IPO and as its shareshave been publicly traded for a limited time, the Company determined the expected volatility for options granted based on an analysis of reported data for apeer group of companies that issue options with substantially similar terms. The expected volatility of options granted has been determined using an averageof the historical volatility measures of this peer group of companies. The Company uses an expected dividend rate of zero as it currently has no history orexpectation of paying dividends on its ordinary shares. The fair value of the Company’s ordinary shares at the time of each share option grant is based on theclosing market value of its ordinary shares on the grant date.The fair value of each share option grant was estimated using the Black-Scholes option-pricing model that used the following weighted-averageassumptions: Year ended March 31, 2019 2018 2017 Expected term (in years) 6.1 6.1 6.1 Risk-free interest rate 2.7% 2.2% 2.1%Expected volatility 41.5% 39.8% 41.0%Expected dividend yield —% —% —%Estimated grant date fair value per ordinary share $37.15 $26.52 $20.2276 The weighted-average per share fair value of share options granted to employees during the years ended March 31, 2019, 2018 and 2017 was $16.48,$11.12 and $8.65 per share, respectively.Employee Share Purchase Plan (ESPP)The Company estimates the fair value of its ESPP share options on the date of grant using the Black-Scholes option-pricing model, which requires theuse of highly subjective estimates and assumptions. The Company estimates the expected term of ESPP share options based on the length of each offeringperiod, which is six months. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the ESPP shareoption. Expected volatility is based on the Company’s historical volatility. The Company uses an expected dividend rate of zero as it currently has nohistory or expectation of paying dividends on its ordinary shares. The grant date fair value per ordinary share is based on the closing market value of itsordinary shares on the first day of each ESPP offering period. The first authorized offering period under the ESPP commenced on July 1, 2017.The fair value of each ESPP option grant was estimated using the Black-Scholes option-pricing model that used the following weighted-averageassumptions: Year ended March 31, 2019 2018 Expected term (in years) 0.5 0.5 Risk-free interest rate 2.3% 1.4%Expected volatility 39.1% 29.9%Expected dividend yield —% —%Grant date fair value per ordinary share $36.69 $27.15 The weighted-average per share fair value of ESPP share options granted to employees during the years ended March 31, 2019 and 2018, was $9.58and $6.41, respectively.RSUsFor RSUs issued under the Company’s share-based compensation plans, the fair value of each grant is calculated based on the closing market value ofits ordinary shares on the date of grant.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.The Company generally leases office facilities and data center facilities under non-cancelable, operating lease agreements. The Company establishesassets and liabilities for the estimated construction costs incurred under certain lease arrangements where it is considered the owner for accounting purposesonly, or build-to-suit leases, to the extent it is involved in the construction of structural improvements or take construction risk prior to commencement of alease. Accordingly, the Company records the estimated fair value of the building as of the lease inception date and its portion of project construction costsincurred by the landlord as an asset in “Property and equipment, net” and a related financing obligation in “Construction financing lease obligation” on theCompany’s consolidated balance sheet. Upon occupancy of facilities under build-to-suit leases, it assesses whether these arrangements qualify for salesrecognition under the sale-leaseback accounting guidance. If the Company continues to be the deemed owner, the facilities are accounted for as financingleases. If the Company is no longer considered to be the deemed owner, the facilities qualify for sales recognition and are derecognized from the consolidatedbalance sheet with any gain or loss recognized in earnings, as applicable.77 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 and other comprehensive (loss) income, which includes certain changes in equity that areexcluded from net loss. As of March 31, 2019 and 2018, accumulated other comprehensive loss is presented separately on the consolidated balance sheetsand consists of cumulative foreign currency translation adjustments and unrealized gains and losses on investments.Recently Issued and Adopted 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.Recently Adopted Accounting PronouncementsOn April 1, 2018, the Company adopted ASU No. 2014-09. The core principle of ASU 2014-09 is to recognize revenue when promised goods orservices are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenuerecognition process than required under legacy GAAP, including identifying performance obligations in the contract, estimating the amount of variableconsideration to include in the transaction price and allocating the transaction price to each separate performance obligation. See Revenue Recognitionsection above in this Note 2 for the impact of the adoption on revenue recognition and accounting for costs to obtain a contract.On April 1, 2018 the Company adopted ASU No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets andFinancial Liabilities (ASU 2016-01). ASU 2016-01 requires equity investments that do not result in consolidation and are not accounted under the equitymethod to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments withoutreadily determinable fair values by requiring a qualitative assessment to identify impairment; requires an entity to present separately in other comprehensiveincome the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has electedto measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets andfinancial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements;clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination withthe entity’s other deferred tax assets; and modifies certain fair value disclosure requirements. The adoption of this standard did not have a material impact onthe Company’s consolidated financial statements.On April 1, 2018 the Company adopted ASU 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 adoption of this standard did not have a material impact on theCompany’s consolidated financial statements.On April 1, 2018 the Company adopted ASU 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 effectwhen the transfer occurs. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.On April 1, 2018 the Company adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18). ASU 2016-18requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described asrestricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature ofthe restrictions. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.On April 1, 2018 the Company adopted ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business (ASU 2017-01).The amendment changes the definition of a business to assist entities in evaluating when a set of transferred assets and activities constitutes a business. Theadoption of this standard did not have a material impact on the Company’s consolidated financial statements.78 On April 1, 2018 the Company adopted ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (ASU2017-09). This guidance clarifies when companies would apply modification accounting to changes to the terms or conditions of a share-based paymentaward. The guidance narrows the definition of a modification. The adoption of this standard did not have a material impact on the Company’s consolidatedfinancial statements.On July 1, 2018, the Company adopted ASU 2018-15 on a prospective basis. ASU 2018-15 requires a customer in a cloud computing arrangement thatis a service contract (hosting arrangement) to follow the internal use software guidance in ASC 350-40 to determine which implementation costs to capitalizeas assets or expense as incurred. See Capitalized Software and Cloud Computing Arrangements section above within this Note 2 for the impact of theadoption.Recently Issued Accounting Pronouncements 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-of-use asset for the right to use the underlying assets for the lease term. This ASU is effectivefor annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company has made significant progress against its planto adopt the new accounting standard, including assessing the population of lease arrangements, understanding the gap between current state and requiredfuture state processes and evaluating practical expedients, accounting policy elections and internal controls over financial reporting. The Company willadopt ASU 2016-02 on April 1, 2019 utilizing the modified retrospective transition method and will not restate comparative periods. Upon adoption, theCompany expects to elect the transition package of practical expedients. The Company also expects to elect the practical expedient that allows entities tocombine lease components with related non-lease components for data center leases.The Company is completing its evaluation of the impact of ASU 2016-02 on its consolidated financial statements, including its assessment of build-tosuit leases. The Company expects that the adoption will have a material impact on the consolidated balance sheets and related disclosures with therecognition of significant right-of-use assets and lease liabilities. The Company currently expects that the majority of its operating leases and data centerleases, as disclosed in Note 12, will be subject to the new standard. The Company does not expect the adoption to have a material impact on its consolidatedstatements of operations or cash flows nor will the adoption have a material impact on the Company's liquidity or on the Company's compliance with its debtcovenants.In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) (ASU 2016-13). ASU 2016-13 changes theimpairment model for most financial assets and certain other instruments. Entities will be required to use an expected loss model that will result in the earlierrecognition of allowances for losses for trade and other receivables, held-to-maturity debt securities, loans, and other instruments. For available-for-sale debtsecurities with unrealized losses, the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. This ASU iseffective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. TheCompany is currently in the process of evaluating the impact and timing of adoption of the ASU 2016-13 on its consolidated financial statements.In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04). ASU 2017-04 eliminates thesecond step in the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. This ASU 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.In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based PaymentAccounting (ASU 2018-07). ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. This ASU is effective for annual periods, including interim periods within those annual periods,beginning after December 15, 2018. Early adoption is permitted. The Company is currently in the process of evaluating the impact and timing of adoption ofthe ASU 2016-13 on its consolidated financial statements.79 3. Balance Sheet ComponentsPrepaid expenses and other current assets consists of the following: As of March 31, 2019 2018 Prepaid expenses $11,259 $10,766 Lease incentive due from landlord 8,900 — Research and development investment tax credits 3,862 3,353 Other current assets 1,850 1,183 Total prepaid expenses and other current assets $25,871 $15,302 Property and equipment, net, consists of the following: As of March 31, 2019 2018 Building and building improvements (1) $47,001 $75,165 Computer equipment (2) 112,277 102,821 Leasehold improvements 8,166 6,504 Furniture and fixtures 4,590 4,187 Office equipment 1,345 1,172 173,379 189,849 Less: Accumulated depreciation and amortization (1) (2) (79,177) (66,027)Property and equipment, net $94,202 $123,822 (1)Includes construction costs capitalized related to build-to-suit facilities: As of March 31, 2019 2018 U.S. build-to-suit facility $47,001 $43,925 U.K. build-to-suit facility — 31,240 Less: Accumulated depreciation (5,164) (753) $41,837 $74,412 As of March 31, 2019 and 2018, the U.S. build-to-suit facility includes company-funded building improvements of $5.2 million and $4.5 million,respectively. In March 2019, the Company derecognized the U.K. build-to-suit facility upon substantial completion of construction. See Note 12 for furtherdetails. (2)Includes property and equipment acquired under capital leases: As of March 31, 2019 2018 Computer equipment $4,754 $4,713 Less: Accumulated amortization (2,228) (990) $2,526 $3,723 Depreciation and amortization expense was $25.2 million, $17.5 million, and $11.8 million for the years ended March 31, 2019, 2018 and 2017,respectively. Depreciation and amortization expense in the years ended March 31, 2019, 2018 and 2017 included $1.2 million, $0.9 million and $0.1million related to property and equipment acquired under capital leases.80 Accrued expenses and other current liabilities consists of the following: As of March 31, 2019 2018 Accrued payroll and related benefits $21,198 $15,325 Accrued taxes payable 5,305 4,029 Construction financing lease obligation 2,670 2,421 Restructuring liability 49 851 Other accrued expenses 15,087 11,252 Total accrued expenses and other current liabilities $44,309 $33,878 Other non-current liabilities consists of the following: As of March 31, 2019 2018 Deferred rent $10,218 $840 Restructuring liability — 74 Other non-current liabilities 5,363 4,040 Total other non-current liabilities $15,581 $4,954 4. RestructuringIn the fourth quarter of fiscal 2018, the Company ceased use of its Watertown, MA corporate office space and recorded a restructuring charge of $0.8million. The fair value of the restructuring liability at the cease-use date of $1.1 million was determined by discounting estimated future cash flows, whichconsisted of remaining lease rentals and estimated sublease rentals that could be reasonably obtained for the property and was adjusted for the effects ofdeferred rent liabilities recognized under the lease of $0.3 million. The Company’s estimate of sublease rentals was based on a sublease agreement executedin the first quarter of fiscal 2019. In the second quarter of fiscal 2019, the Company recorded a revision to restructuring expense of $0.2 million related to theexit of its Watertown, Massachusetts corporate office space. The restructuring liability and any future changes in the estimate will be recorded inRestructuring in the consolidated statements of operations. The fair value measurement is classified within Level 3 of the fair value hierarchy wherein fairvalue is estimated using significant unobservable inputs.5. AcquisitionsSolebit LABs Ltd.On July 31, 2018, the Company entered into a share purchase agreement (the Purchase Agreement) pursuant to which it acquired Solebit LABS Ltd.(Solebit), a company organized under the laws of the State of Israel, that provides security software. Solebit’s technology enhances security for theCompany’s customers and adds to its ability to detect and prevent cyber-attacks, zero day threats and malware across email and the web in real time. Thisacquisition further enhances the Company’s cyber resilience platform architecture.Prior to the closing of the acquisition, the Company held an ownership interest in Solebit of approximately 1.5%. Upon completion of the acquisition,the Company recognized a gain of $0.3 million recorded in foreign exchange (expense) income and other, net, within the consolidated statement ofoperations for the remeasurement of its previously held ownership interest to fair value, which was $0.8 million.The total preliminary purchase price of $96.5 million included cash payments of approximately $95.7 million, inclusive of $8.4 million in purchaseprice held in escrow. The escrow is being held in respect of claims for indemnification for one year from the purchase date. The preliminary purchase price,cash payments and purchase price allocation are subject to finalization of amounts due from the seller for the one-year indemnification period adjustmentsand potential working capital adjustments. The Company expects to finalize the purchase price within the required one-year measurement period.81 The acquisition of Solebit 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, 2019 (in thousands): Preliminary purchase consideration: Total cash paid, net of acquired cash $85,258 Cash and cash equivalents acquired 10,410 Fair value of previously held asset 828 Total preliminary purchase price consideration $96,496 Fair value of assets acquired and liabilities assumed: Cash and cash equivalents $10,410 Prepaid expenses and other current assets 76 Intangible assets 16,964 Goodwill 74,469 Total assets acquired 101,919 Accounts payable (18)Accrued expenses and other current liabilities (2,345)Deferred revenue (663)Other non-current liabilities (2,397)Total fair value of assets acquired and liabilities assumed $96,496 In the year ended March 31, 2019, acquisition-related expenses were $1.0 million. Acquisition-related expenses have been included primarily ingeneral and administrative expenses in the consolidated statements of operations. The operating results of Solebit are included in the consolidated statementsof operations beginning 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 when the pattern in which their economic benefits will beconsumed cannot be reliably determined. To value the developed technology asset, the Company utilized the income approach, specifically a discountedcash-flow method known as the multi-period excess earnings method. Customer relationships represent the underlying relationships with certain customers toprovide ongoing services for products sold. The Company utilized the income approach, specifically the distribution method, a subset of the excess-earningsmethod to value the customer relationships. A portion of the preliminary purchase price has been allocated to intangible assets and goodwill, respectively, and is reflected in the tables above. Thefair value of the assets acquired and liabilities assumed is less than the preliminary purchase price, resulting in the recognition of goodwill. The goodwillreflects the value of the synergies we expect to realize and the assembled workforce and is not deductible for tax purposes. The preliminary purchase price hasbeen allocated to the tangible and intangible assets acquired and liabilities assumed based upon the respective estimates of fair value as of the date of theacquisition, which remains preliminary, and using assumptions that the Company’s management believes are reasonable given the information thenavailable. The final allocation of the purchase price may differ materially from the information presented in these consolidated financial statements. Anychanges to the preliminary estimates of the fair value of the assets acquired and liabilities assumed during the measurement period will be recorded asadjustments to those assets and liabilities and residual amounts will be allocated to goodwill. The following table presents the estimated fair values and useful lives of the identifiable intangible assets acquired: Amount(in thousands) EstimatedUseful Life (inyears) Developed technology $16,689 10 Customer relationships 235 7 Trade names 40 1 Total identifiable intangible assets $16,964 82 Pro Forma Financial Information (unaudited)The following unaudited pro forma information presents the combined results of operations of the Company and Solebit for the years ended March 31,2019 and 2018 as if the acquisition of Solebit had been completed on April 1, 2017. These pro forma financial results have been prepared for comparativepurposes only and include certain adjustments that reflect pro forma results of operations such as fair value adjustments (step-downs) for deferred revenue,increased amortization for the fair value of acquired intangible assets and adjustments to eliminate transaction costs incurred by the Company and Solebit.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 Solebit. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarilyindicative of the results of operations that would have been achieved had the acquisition occurred as of April 1, 2017, nor are they intended to represent or beindicative of future results of operations (in thousands, except per share amounts): Year ended March 31, 2019 2018 Revenue $340,824 $262,773 Net loss (7,729) (17,359)Basic net loss per share $(0.13) $(0.30)Diluted net loss per share $(0.13) $(0.30)Weighted average number of ordinary shares outstanding Basic and diluted 59,960 57,269 AtaataOn July 9, 2018, the Company acquired ATAATA, Inc. (Ataata), a privately-owned company based in the United States, for cash consideration ofapproximately $23.2 million, net of cash acquired of $1.9 million. Ataata is a cybersecurity training and awareness platform designed to reduce human errorin the workplace and help enable organizations to become more secure by changing the security culture of their employees. The acquisition will allowcustomers to measure cyber risk training effectiveness by converting behavior observations into actionable risk metrics for security professionals. Theaddition of security awareness training and risk scoring and analysis strengthens the Company’s cyber resilience for email capabilities.The acquisition of Ataata 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 preliminary purchase price allocation primarily consisted of $1.5 million of identifiable intangible assets and approximately $22.6 million ofgoodwill that is not deductible for tax purposes. The identifiable intangible assets primarily include developed technology of $1.4 million and customerrelationships of $0.1 million, with estimated useful lives of ten and six years, respectively. The goodwill balance is primarily attributed to the expandedmarket opportunities when combining Ataata's awareness training technology with the Company’s other offerings. The preliminary purchase price, cashpayments and purchase price allocation are subject to finalization of amounts due from the seller for the one-year indemnification period adjustments andpotential working capital adjustments.In the year ended March 31, 2019, acquisition-related expenses were $0.5 million. Acquisition-related expenses have been included primarily ingeneral and administrative expenses in the consolidated statements of operations. The operating results of Ataata are included in the consolidated statementsof operations beginning on the acquisition date.The Company has not presented pro forma results of operations for the Ataata acquisition because it is not material to the Company's consolidatedresults of operations, financial position, or cash flows. 83 Simply MigrateOn January 25, 2019, the Company acquired Simply Migrate Ltd., an innovative provider of archive data migration technology, for cashconsideration of approximately $7.2 million, net of cash acquired of $0.1 million. With this acquisition, the Company expands its migration services with arich portfolio of connectors, combined with a deeper experience in helping organizations get out of the business of managing expensive, unreliable legacyarchives so they can move to a next-generation data protection strategy in the Mimecast cloud. This helps enable the Company to reduce costs, safeguard itsintellectual property, preserve institutional memory, accelerate e-discovery and achieve compliance.The acquisition of Simply Migrate has been accounted for as a business combination and, in accordance with ASC 805, the Company has recorded theassets acquired and liabilities assumed at their respective fair values as of the acquisition date.The preliminary purchase price allocation primarily consisted of $3.3 million of identifiable intangible assets, specifically developed technology,with an estimated useful life of eight years and approximately $4.3 million of goodwill that is not deductible for tax purposes. The goodwill balance isprimarily attributed to the expanded market opportunities when combining Simply Mirgate's archive data migration technology with the Company’s otherofferings. The preliminary purchase price and allocations are subject to finalization of amounts due from the seller for certain working capital adjustments.In the year ended March 31, 2019, acquisition-related expenses were $0.6 million. Acquisition-related expenses have been included primarily ingeneral and administrative expenses in the consolidated statements of operations. The operating results of Simply Migrate are included in the consolidatedstatements of operations beginning on the acquisition date.The Company has not presented pro forma results of operations for the Simply Migrate acquisition because it is not material to the Company'sconsolidated results of operations, financial position, or cash flows. 6. Goodwill and Intangible AssetsThe following table reflects goodwill activity in each of the periods presented: Year ended March 31, 2019 2018 Beginning balance $5,631 $5,363 Goodwill acquired 101,381 226 Effect of foreign exchange rates 563 42 Ending balance $107,575 $5,631 Purchased intangible assets consist of the following: Weighted- Average March 31, 2019 Remaining Gross Net Useful Life Carrying Accumulated Carrying (in years) Value Amortization Value Developed technology 9 $23,577 $(1,707) $21,870 Customer relationships 6 455 (73) 382 Trade names 1 56 (34) 22 Capitalized software (1) 3 12,431 (4,082) 8,349 $36,519 $(5,896) $30,62384 Weighted- Average March 31, 2018 Remaining Gross Net Useful Life Carrying Accumulated Carrying (in years) Value Amortization Value Developed technology 9 1,546 (213) 1,333 Customer relationships 6 108 (21) 87 Capitalized software 3 9,171 (1,329) 7,842 10,825 (1,563) 9,262 In-process research and development (2) 557 — 557 $11,382 $(1,563) $9,819 (1)Includes $0.4 million of costs capitalized related to video production costs. See Note 2 for further information.(2)In-process research and development assets were placed in service in the year ended March 31, 2019.The Company recorded amortization expense of $4.8 million, $1.5 million and $0.1 million for the years ended March 31, 2019, 2018 and 2017,respectively. Amortization relating to developed technology and capitalized software was recorded within cost of revenue and amortization of customerrelationships and trade names was recorded within sales and marketing expenses.Future estimated amortization expense of intangible assets as of March 31, 2019 is as follows: Purchased Intangible Capitalized Assets Software 2020 $2,582 $3,522 2021 2,560 2,790 2022 2,560 1,420 2023 2,560 528 Thereafter 12,012 89 Total $22,274 $8,349 7. Fair Value MeasurementThe Company’s financial instruments include cash, cash equivalents, investments, accounts receivable, accounts payable, accrued expenses, andborrowings under the Company’s long-term debt arrangements. The carrying amount of the Company’s long-term debt arrangements approximates its fairvalues due to the interest rates the Company believes it could obtain for arrangements with similar terms. The Company’s investments are classified asavailable-for-sale and reported at fair value in accordance with the market approach utilizing quoted prices that were directly or indirectly observable. Thecarrying amount of the remainder of the Company’s financial instruments approximated their fair values as of March 31, 2019 and 2018, due to the short-termnature of those instruments.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, 2019 and 2018, the Company did not have any assets or liabilities measured at fair value on a recurring basis using significantunobservable inputs (Level 3), other than the restructuring liability disclosed in Note 4.85 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, 2019 and 2018, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: March 31, 2019 Quoted Prices inActive Marketsfor Identical Assets(Level 1 Inputs) SignificantOtherObservableInputs (Level 2Inputs) Total Assets: Money market funds $8,348 $— $8,348 U.S. treasury securities — 1,994 1,994 Non-U.S. government securities — 7,981 7,981 Corporate securities — 25,966 25,966 Total assets $8,348 $35,941 $44,289 March 31, 2018 Quoted Prices inActive Marketsfor Identical Assets(Level 1 Inputs) SignificantOtherObservableInputs (Level 2Inputs) Total Assets: Money market funds $10,143 $— $10,143 U.S. treasury securities — 2,990 2,990 Non-U.S. government securities — 5,996 5,996 Corporate securities — 49,885 49,885 Total assets $10,143 $58,871 $69,014 8. DebtOn July 23, 2018, the Company entered into that certain credit agreement (the Credit Agreement), dated as of July 23, 2018 by and among theCompany, certain of the Company’s subsidiaries party thereto, as guarantors, certain financial institutions party thereto from time to time, as lenders, andJPMorgan Chase Bank, N.A., as administrative agent (the Administrative Agent). The Credit Agreement provided the Company with a $100.0 million seniorsecured term loan (the Term Loan) and a $50.0 million senior secured revolving credit facility (the Revolving Facility, and together with the Term Loan, theCredit Facility). The proceeds of the Credit Facility, net of $2.3 million of debt issuance costs, are available to fund working capital and for other corporatepurposes, including to finance permitted acquisitions and investments. Interest under the Credit Facility accrues at a rate between LIBOR plus 1.375% andLIBOR plus 1.875%, based on the Company’s ratio of indebtedness to earnings before interest, taxes, depreciation, amortization and certain otheradjustments (Consolidated EBITDA). Based on this ratio, the current interest rate as of March 31, 2019 under the Credit Facility is LIBOR plus 1.625%. Theterm of the Credit Facility is five years, maturing on July 23, 2023. At the time the Company entered into the Credit Agreement, there was no outstandingdebt.The Credit Agreement has financial covenants that require the Company to maintain a Consolidated Secured Leverage Ratio (as defined in the CreditAgreement), commencing on September 30, 2018, of not more than 3.00 to 1.00 for the four consecutive fiscal quarter period ending on the last day of eachfiscal quarter (the Reference Period), with a step-up to 3.50 to 1.00 for any four-quarter period in which the Company consummates a permitted acquisitionhaving an aggregate purchase price in excess of $25.0 million. The Company must also maintain a Consolidated Interest Expense Ratio (as defined in theCredit Agreement) of 3.00 to 1.00 commencing on September 30, 2018 and for each Reference Period thereafter. The Company was in compliance with allcovenants as of March 31, 2019.The Company allocated debt issuance costs for the Credit Facility on a pro-rata basis between the Term Loan and Revolving Facility. The debtissuance costs on the Term Loan are recorded as a reduction of debt and are amortized and recognized as additional interest expense over the life of the debtinstrument using the effective interest method. The debt issuance costs on the Revolving Facility are recorded in other assets and are amortized andrecognized as additional interest expense over the life of the Revolving Facility on a straight-line basis. As of March 31, 2019, the balance of debt issuancecosts recorded as a reduction of debt was $1.3 million and the balance of debt issuance costs recorded in other assets was $0.6 million.86 All obligations under the Credit Agreement are unconditionally guaranteed by all of the Company’s material direct and indirect subsidiariesorganized under the laws of the United States, the United Kingdom, the Bailiwick of Jersey, and other jurisdictions agreed to by the Company and theAdministrative Agent, with certain exceptions. These guarantees are secured by substantially all of the present and future property and assets of theguarantors, with certain exclusions.As of March 31, 2019, the Company had $98.1 million outstanding on the Term Loan and had no outstanding borrowings under the RevolvingFacility. Total availability under the Revolving Facility is reduced by outstanding letters of credit of $3.9 million. As of March 31, 2019, total availabilityunder the Revolving Facility was $46.1 million. Future minimum principal payment obligations under the Term Loan are as follows: Year Ending March 31, Debt 2020 $4,375 2021 6,875 2022 9,375 2023 10,000 2024 67,500 Total minimum debt payments $98,125 Less: Debt issuance costs $(1,269)Less: Current portion of long-term debt $(4,059)Long-term debt $92,797 9. Related Party TransactionsCertain of the Company’s shareholders and certain companies affiliated with our directors and executive officers were also customers of the Companyduring the periods included in the consolidated financial statements. Revenue recognized during the years ended March 31, 2019, 2018 and 2017 andaccounts receivable outstanding as of March 31, 2019 and 2018 related to these transactions was not material.10. Shareholders’ EquityAs of March 31, 2019, the following ordinary shares were reserved for future issuance under the 2015 Plan, Historical Plans and ESPP (as definedbelow in Note 11): As of March 31, 2019 Options outstanding under share option plans 6,208,964 Unvested RSUs 549,853 Options and awards available for future grant under the 2015 Plan 9,138,803 Shares reserved for issuance under ESPP 905,114 Total authorized ordinary shares reserved for future issuance 16,802,734 11. Share-Based CompensationAs of March 31, 2019, the Company has four share-based compensation plans and an employee share purchase plan. Prior to the Company’s initialpublic offering (IPO) in November 2015, the Company granted share-based awards under three share option plans, which were the Mimecast Limited 2007Key Employee Share Option Plan (the 2007 Plan), the Mimecast Limited 2010 EMI Share Option Scheme (the 2010 Plan), and the Mimecast LimitedApproved Share Option Plan (the Approved Plan) (the 2007 Plan, the 2010 Plan and the Approved Plan, collectively, the Historical Plans). Upon the closingof the IPO, the Mimecast Limited 2015 Share Option and Incentive Plan (the 2015 Plan) and the 2015 Employee Share Purchase Plan (the ESPP) becameeffective. Subsequent to the IPO, grants of share-based awards have been made under the 2015 Plan and no further grants under the Historical Plans arepermitted.The 2015 Plan allows the compensation committee to make equity-based incentive awards to our officers, employees, non-employee directors andconsultants. Initially a total of 5.5 million ordinary shares were reserved for the issuance of awards under the 2015 Plan. This number is subject to adjustmentin the event of a share split, share dividend or other change in our capitalization. The 2015 Plan provides that the number of shares reserved and available forissuance under the plan will automatically increase each January 1st by 5% of the outstanding number of ordinary shares on the immediately precedingDecember 31 or such lesser number of shares as determined by the board of directors.87 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 of directors. The Company settles share option exercises under the 2015 Plan through newly issued shares. The Company’s ordinaryshares underlying 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.Initially, a total of 1.1 million shares of the Company's ordinary shares were reserved for future issuance under the ESPP. This number is subject tochange in the event of a share split, share dividend or other change in capitalization. The ESPP may be terminated or amended by the board of directors atany time.The ESPP permits eligible employees to purchase shares by authorizing payroll deductions from 1% to 10% of his or her eligible compensation duringan offering period, a duration of six months. Unless an employee has previously withdrawn from the offering, his or her accumulated payroll deductions willbe used to purchase shares on the last day of the offering period at a price equal to 85% of the fair market value of the shares on the first business day or lastbusiness day of the offering period, whichever is lower.Share-based compensation expense recognized under the 2015 Plan, Historical Plans and ESPP in the accompanying consolidated statements ofoperations was as follows: Year ended March 31, 2019 2018 2017 Cost of revenue $1,684 $1,053 $1,353 Research and development 6,199 2,555 1,873 Sales and marketing 7,856 4,477 4,719 General and administrative 10,215 3,649 2,349 Total share-based compensation expense $25,954 $11,734 $10,294 In certain situations, the board of directors has approved modifications to employee share option agreements, including acceleration of vesting or theremoval of exercise restrictions for share options for which the service-based vesting has been satisfied, which resulted in additional share-basedcompensation expense. The total modification expense in the years ended March 31, 2019, 2018 and 2017 was $3.2 million, $0.5 million and $3.0 million,respectively.Share OptionsShare option activity under the 2015 Plan and Historical Plans for the year ended March 31, 2019 was as follows: Number ofAwards Weighted AverageExercise Price (2) Weighted AverageRemainingContractual Term(in years) AggregateIntrinsic Value(in thousands) (1) Outstanding as of March 31, 2018 6,229,860 $13.78 7.40 $134,859 Options granted 2,491,548 $37.15 Options exercised (2,054,813) $10.39 Options forfeited and cancelled (457,631) $25.61 Outstanding as of March 31, 2019 6,208,964 $23.47 7.58 $148,313 Exercisable as of March 31, 2019 2,054,822 $11.56 5.67 $73,538 (1)As of March 31, 2019 and 2018, the aggregate intrinsic value was calculated based on the positive difference, if any, between the closing price of ourordinary shares on the NASDAQ Global Stock Market on March 31, 2019 and 2018 respectively, and the exercise price of the underlying options.(2)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 orexpiration, as appropriate.88 The total intrinsic value of options exercised was $66.4 million, $74.2 million and $24.8 million for the years ended March 31, 2019, 2018 and 2017,respectively. Total cash proceeds from such option exercises were $21.4 million, $15.6 million and $4.5 million for the years ended March 31, 2019, 2018and 2017, respectively.As of March 31, 2019, there was approximately $44.6 million of unrecognized share-based compensation expense related to unvested share-basedawards subject to service-based vesting conditions, which is expected to be recognized over a weighted-average period of 2.83 years.ESPPThe Company’s offering periods under the ESPP commence on the first business day in July and January of each year and close on the last businessday of December and June, respectively. In the years ended March 31, 2019 and 2018, the Company issued 130 thousand and 64 thousand shares,respectively, in connection with its ESPP offerings and received cash proceeds of $3.3 million and $1.4 million, respectively. In the years ended March 31,2019 and 2018, the Company recognized $1.3 million and $0.7 million of share-based compensation expense under the ESPP, respectively.RSUsThe Company grants RSUs to its non-employee directors and its employees. Non-employee directors receive an initial RSU grant upon joining theboard of directors that vests over three years and an annual grant each year thereafter that vests fully on the one-year anniversary of the grant date. RSUsgranted to employees generally vest in four equal annual installments.RSU activity under the 2015 Plan for the year ended March 31, 2019 was as follows: Number ofShares Weighted AverageGrant DateFair Value IntrinsicValue(in thousands)(1) (2) Unvested RSUs as of March 31, 2018 32,763 $23.06 $1,161 RSUs granted 571,570 $37.33 21,334 RSUs vested (23,867) $23.40 919 RSUs forfeited (30,613) $36.14 1,225 Unvested RSUs as of March 31, 2019 549,853 $37.15 $26,036 (1)As of March 31, 2019 and 2018, the intrinsic value of unvested shares was calculated based on the closing price of the Company’s ordinary shares onthe NASDAQ Global Select Market on March 31, 2019 and 2018, respectively, multiplied by the number of unvested RSUs.(2)The intrinsic value of RSUs granted, vested and forfeited is calculated based on the closing price of the Company’s ordinary shares at the respectivetransaction dates multiplied by the number of RSUs. As of March 31, 2019, there was approximately $16.5 million of unrecognized share-based compensation expense related to unvested RSUs, which isexpected to be recognized over a weighted-average period of 3.14 years.12. Commitments and ContingenciesThe Company leases its facilities under non-cancelable operating leases and build-to-suit leases with various expiration dates through March 2029.Rent expense related to the Company’s office facilities was $5.3 million, $4.8 million and $3.2 million for the years ended March 31, 2019, 2018 and 2017,respectively. The Company has also entered into various capital lease agreements for computer equipment with non-cancelable terms through January 2022and has non-cancelable commitments related to its data centers.89 Future minimum payments for our capital leases, facility operating leases (including Lexington MA – U.S. build-to-suit lease) and data centeroperating leases as of March 31, 2019 are as follows: Year Ending March 31, CapitalLeases FacilityLeases DataCenters 2020 $918 $10,649 $21,216 2021 1,102 15,186 17,427 2022 326 14,111 13,010 2023 — 13,825 2,774 2024 — 13,686 356 Thereafter — 59,502 — Total minimum lease payments $2,346 $126,959 $54,783 Less: Amount representing interest (121) Present value of capital lease obligations 2,225 Less: Current portion (844) Long-term portion of capital lease obligations $1,381 Certain amounts included in the table above relating to data center operating leases for the Company’s servers include usage-based charges inaddition to base rent. Future lease payments in the table above do not include amounts due to the Company for future minimum sublease rental income of $0.6million under non-cancelable subleases through 2020.The Company has outstanding letters of credit of $3.9 million and $3.8 million related to certain operating leases as of March 31, 2019 and 2018,respectively.Construction financing lease obligations The Company leases certain facilities under build-to-suit leases whereby the Company is deemed to be the owner of the building during theconstruction period for accounting purposes. For build-to-suit leases, during the construction period and until construction is completed, the Companyrecords certain estimated construction costs incurred and reported to it by the landlord for the buildings as an asset within “Property and equipment, net” anda corresponding “Construction financing lease obligation” on the consolidated balance sheets because the Company is deemed to be the owner of thebuilding during the construction period for accounting purposes. Since the Company’s unit of account is related only to its portion of the buildings, theCompany determined that it does not have land leases and has not recorded rent expense attributable to the land. Any incremental costs incurred directly bythe Company are also capitalized. In each reporting period, the landlord estimates and reports to the Company construction costs incurred to date for thebuildings and the Company records its portion using allocation estimates. The Company periodically meets with the landlord and its construction managerto review these estimates and observe construction progress before recording such amounts.Lexington, MA - U.S. HeadquartersIn February 2017, the Company entered into a lease agreement for a new U.S. headquarters located in a building (the Building) under construction at191 Spring Street, Lexington, Massachusetts (191 Spring Lease). Under the terms of the 191 Spring Lease, the Company will initially lease approximately79,145 square feet of office space for 10 years after initial occupancy commencing in January 2018. The Company executed a $1.3 million letter of creditupon signing the 191 Spring Lease. Pursuant to the work agreement entered into in connection with the 191 Spring Lease, the landlord is responsible for allcosts associated with Base Building Work as defined under the 191 Spring Lease and will provide an allowance for normal tenant improvements up to anaggregate of $5.5 million. The Company has the option to extend the 191 Spring Lease for two successive five-year terms. The Company determined that itwould account for the 191 Spring Lease as a build-to-suit lease as of March 31, 2017.In the year ended March 31, 2018, the construction of the Company’s Lexington, MA – U.S. headquarters was substantially completed. The Companyconcluded that it did not meet the sale-leaseback criteria for derecognition of the building asset and liability due to a collateralized letter of credit of $1.3million. As a result, the Company continues to be the deemed owner of the building for accounting purposes and accounts for the lease as a financingobligation and depreciates the asset in accordance with the Company’s accounting policy.90 The monthly rent payments made to the lessor under the lease agreement are recorded in the Company’s financial statements as principal and intereston the financing obligation. For the years ended March 31, 2019 and 2018, interest expense on lease financing obligations was $1.9 million and $0.5million, respectively. As of March 31, 2019, the future estimated commitments related to the financing obligations were $36.5 million and $10.0 million forprincipal and interest, respectively, through January 31, 2028.London, U.K. – U.K. HeadquartersIn January 2018, the Company entered into an Agreement for Lease (AFL) for its new U.K. headquarters located in London, England (U.K. Building).The AFL was entered into around the time the landlord had commenced a construction project to refurbish the U.K. Building and includes terms andconditions that are in effect during the construction project. The Company determined that it will account for the AFL as a build-to-suit lease as of March 31,2018.In March 2019, the construction of the U.K. Building was substantially completed and the Company completed lease agreements (U.K. Leases) for itsleased portion of the facility.Upon substantial completion of construction and execution of the U.K. Leases, the Company determined that the U.K. Leases met the criteria for “sale-leaseback” treatment and the Company derecognized the build-to-suit asset and related liability from its consolidated balance sheet as of March 31, 2019 inthe amount of $56.8 million. Upon derecognition, the Company classified the U.K. Leases as operating leases. Future commitments related to the leaseagreements are included in the table above under the caption Operating Leases.Under the U.K. Leases, the Company will initially lease approximately 113,000 square feet of space for 56.50 British pounds per square foot per yearover an initial term of 15 years through March 2029 with an option to opt-out after 10 years. In the event the Company does not elect its option to opt-out,the Company has the option to extend the U.K. Leases for two successive five-year terms. The U.K. Leases include lease incentives consisting of one year offree rent and a cash inducement of $8.9 million payable to the Company in the quarter ending June 30, 2019, which is included in “Prepaid expenses andother current assets” on the Company’s consolidated balance sheet. LitigationThe Company has been engaged in discussions over the last several months with a non-practicing patent entity regarding the entity’s patentedtechnology and allegations regarding the Company’s past infringement of that technology, the Company’s technology and a potential commercial licensingarrangement between the parties. While no legal proceedings have been initiated, the Company has accrued $1.0 million to general and administrativeexpense in the fourth quarter of the fiscal year ended March 31, 2019 based on its most recent discussions with the entity. Since no legal proceedings havebeen initiated and the parties are in the initial stages of discussion, the Company has determined that a range of possible losses cannot be reasonablyestimated. The Company anticipates that it will continue to engage in discussions with the entity regarding a commercial licensing arrangement, but therecan be no assurance that the parties will enter into such an arrangement. If no agreement is reached, the entity may determine to commence legal proceedingsagainst the Company, which could adversely impact the Company’s results of operations. If legal proceedings are commenced against the Company, theCompany intends to vigorously defend itself.From time to time, the Company may be involved in legal proceedings and subject to claims in the ordinary course of business. Although the resultsof these proceedings and claims cannot be predicted with certainty, except as described above, the Company does not believe the ultimate cost to resolvethese matters would individually, or taken together, have a material adverse effect on the Company’s business, operating results, cash flows or financialcondition. Regardless of the outcome, such proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion ofresources and other factors, and there can be no assurances that favorable outcomes will be obtained.The Company was not subject to any material legal proceedings during the years ended March 31, 2019, 2018 and 2017, and, to the best of itsknowledge, except as described above, no material legal proceedings are currently pending or threatened.91 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, 2019, 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.13. Employee Benefit PlansThe Company maintains a defined contribution savings plan under Section 401(k) of the U.S. Internal Revenue Code (the 401(k) Plan), covering allU.S. employees who satisfy certain eligibility requirements. The 401(k) Plan allows each participant to defer a percentage of their eligible compensationsubject to applicable annual limits pursuant to the limits established by the Internal Revenue Service. The Company’s matching contributions were $1.2million for the year ended March 31, 2019. The Company made no matching contributions for the year ended March 31, 2018.In addition, the Company contributes to a defined contribution savings plan for its 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 3.0% of all wages forthose employees in the scheme on a monthly basis. The Company’s contributions were $1.5 million and $0.5 million for the years ended March 31, 2019 and2018, respectively.14. 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. TheCompany’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations andmanage its business as 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, 2019 2018 2017 United States $169,286 $128,503 $90,932 United Kingdom 103,900 81,720 61,188 South Africa 46,275 39,425 27,890 Other 20,916 12,249 6,553 Total revenue $340,377 $261,897 $186,563 92 Property and equipment, net by geographic location consists of the following: As of March 31, 2019 2018 United States (1) $62,455 $62,064 United Kingdom (2) 17,402 46,664 South Africa 6,170 6,512 Australia 3,481 3,953 Other 4,694 4,629 Total $94,202 $123,822 (1)Includes amounts capitalized related to the Company’s U.S. build-to-suit facility of $41.8 million and $39.4 million as of March 31, 2019 and 2018,respectively.(2)Includes amounts capitalized related to the Company’s U.K. build-to-suit facility of $31.2 million as of March 31, 2018. In March 2019, the Companyderecognized the U.K. build-to-suit facility upon substantial completion of construction. See Note 12 for further details. 15. Income TaxesLoss before income taxes consists of the following: Year ended March 31, 2019 2018 2017 United Kingdom $(4,626) $(15,939) $(8,162)Foreign (374) 6,258 4,923 Loss before income taxes $(5,000) $(9,681) $(3,239) The provision for income taxes in the accompanying consolidated financial statements is comprised of the following: As of March 31, 2019 2018 2017 Current tax expense: Domestic $— $— $— Foreign 3,493 2,597 2,202 Total current tax expense 3,493 2,597 2,202 Deferred tax expense: Domestic (578) — — Foreign (914) 108 — Total deferred tax expense (1,492) 108 — Total provision for income taxes $2,001 $2,705 $2,202 93 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, 2019 2018 2017 Tax at statutory rate 19.0% 19.0% 20.0%U.S. state taxes, net of federal 31.1 14.1 (1.0)Foreign rate differential 26.3 36.8 (39.3)Meals and entertainment (11.4) (3.1) (7.4)Branch income / loss (0.6) 0.4 0.9 Share-based compensation 172.3 105.3 (4.0)Foreign exchange — — (24.8)Non-deductible interest expense — — (3.3)Tax credits 7.7 8.1 15.6 Unremitted earnings (3.8) (1.2) — Change in valuation allowance (249.9) (110.7) 124.7 Deferred tax true-ups (3.5) 8.4 (12.4)Tax reserves (4.9) (21.5) (117.7)Provision to return (0.1) 0.4 (0.7)Withholding taxes (2.6) (3.5) — Other foreign taxes — — (6.7)Non-deductible expenses (5.2) (2.4) (10.6)Deferred tax rate change (6.3) (77.8) (1.3)Acquisition related costs (7.6) — — Other (0.5) (0.2) — Effective Tax Rate (40.0)% (27.9)% (68.0)% Although the Company’s parent entity is organized under Jersey law, our affairs are, and are intended to be, managed and controlled ongoing in theUnited Kingdom. Therefore, the Company is resident in the United Kingdom for tax purposes. The Company’s parent entity is domiciled in the UnitedKingdom and its earnings are subject to 19%, 19% and 20% statutory tax rate for the years ended March 31, 2019, 2018 and 2017, respectively. TheCompany’s effective tax rate differs from the statutory rate each year primarily due to windfall tax benefits on equity award exercises, the valuation allowancemaintained against the Company’s net deferred tax assets, the jurisdictional earnings mix, tax credits, withholding taxes, and other permanent differencesprimarily related to non-deductible expenses.94 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, 2019 2018 Deferred tax assets: Net operating loss carryforwards $35,120 $24,159 Share-based compensation 5,687 2,760 Deferred revenue 1,761 2,237 Fixed assets 4,187 3,593 Lease liability 11,748 17,024 Accrued compensation 1,211 742 Accrued costs 401 1,362 Deferred rent 320 473 Income tax credits 1,833 1,151 Other 1,247 109 Gross deferred tax assets 63,515 53,610 Deferred tax liabilities: Prepaid expenses (219) (315)Fixed assets (13,855) (19,280)Unremitted earnings (320) (115)Intangible assets (4,818) — Capitalized commissions (7,606) — Other (387) — Gross deferred tax liabilities (27,205) (19,710)Valuation allowance (38,318) (34,008)Deferred tax (liabilities) assets, net $(2,008) $(108)In assessing the ability to realize the Company’s net deferred tax assets, management considers various factors including taxable income in carrybackyears, future reversals of existing taxable temporary differences, tax planning strategies, and future taxable income projections to determine whether it is morelikely than not that some portion or all of the net deferred tax assets will not be realized. Based on the negative evidence, including the worldwidecumulative losses that the Company has incurred, the Company has determined that the uncertainty regarding realizing its deferred tax assets is sufficient towarrant the need for a full valuation allowance against its worldwide net deferred tax assets. The $4.3 million net increase in the valuation allowance from2018 to 2019 is primarily due to operating losses incurred and windfall tax benefits on equity awards in the current year, partially offset by the reduction invaluation allowance as a result of recording a net deferred tax liability associated with the adoption of ASC 606. In addition, the Company recognized a taxbenefit of $1.0 million for the release of a portion of the Company’s pre-existing U.S. and U.K. valuation allowances as a result of the Ataata and SimplyMigrate business combinations.During the third quarter of fiscal 2018, the Tax Cuts and Jobs Act (the Act) was enacted in the United States. In addition, the Securities and ExchangeCommission issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118) thatdirected taxpayers to consider the impact of the U.S. legislation as “provisional” when it did not have the necessary information available, prepared oranalyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. During 2019, the Company has completed itsaccounting for the tax effects of the enactment of the Act. During the year ended March 31, 2019, the Company recognized an immaterial adjustment to theprovisional estimate recorded related to the Act in the Company’s fiscal 2018 financial statements.As of March 31, 2019, the Company had U.K. net operating loss carryforwards of approximately $57.4 million that do not expire. As of March 31,2019, the Company had U.S. federal net operating loss carryforwards of approximately $78.6 million. U.S. federal net operating loss carryforwards generatedthrough March 31, 2017 of approximately $32.5 million expire at various dates through 2037, and U.S. federal net operating loss carryforwards generated inthe tax years beginning after March 31, 2017 of approximately $46.1 million do not expire. As of March 31, 2019, the Company had U.S. state net operatingloss carryforwards of approximately $54.6 million that expire at various dates through 2039. As of March 31, 2019, the Company had Australian netoperating loss carryforwards of approximately $23.9 million that do not expire. As of March 31, 2019, the Company had German net operating losscarryforwards of approximately $9.9 million that do not expire. As of March 31, 2019, the Company had Israeli net operating loss carryforwards ofapproximately $3.3 million that do not expire. As of March 31, 2019, the Company had a U.K. income tax credit carryforward of $1.1 million that does notexpire. As of March 31, 2019, the Company had Israeli income tax credit carryforwards of $0.6 million that expires in 2023 and 2024. 95 Under Section 382 of the U.S. Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-changenet operating loss carryforwards to offset its post-change income and taxes may be limited. In general, an ownership change occurs if there is a 50 percentcumulative change in ownership of the Company over a rolling three-year period. Similar rules may apply under U.S. state tax laws. The Company believesthat it has experienced an ownership change in the past and may experience ownership changes in the future resulting from future transactions in our sharecapital, some of which may be outside the Company’s control. The Company’s ability to utilize its net operating loss carryforwards or other tax attributes tooffset U.S. federal and state taxable income in the future may be subject to future limitations.As of March 31, 2019 and 2018, the Company had liabilities for uncertain tax positions of $6.0 million and $6.2 million, respectively, none of which,if recognized, would impact the Company’s effective tax rate.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year ended March 31, 2019 2018 Beginning balance $6,164 $4,931 Additions based on tax positions related to current year 164 142 Additions for tax positions of prior years 231 1,444 Reductions due to change in foreign exchange rate (301) (353)Expiration of statutes of limitation (165) — Reductions due to settlements with tax authorities (77) — Ending balance $6,016 $6,164Interest 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, 2019 and 2018, the Company had immaterial 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, 2019, the Company is no longer subjectto examination by taxing authorities in the United Kingdom for years prior to March 31, 2017. The significant foreign jurisdictions in which the Companyoperates are no longer subject to examination by taxing authorities for years prior to March 31, 2016. In addition, net operating loss carryforwards in certainjurisdictions may be subject to adjustments by taxing authorities in future years when they are utilized.The Company had approximately $24.9 million of unremitted foreign earnings as of March 31, 2019. Income taxes have been provided onapproximately $10.0 million of the unremitted foreign earnings. Income taxes have not been provided on approximately $14.9 million of unremitted foreignearnings because they are considered to be indefinitely reinvested. The tax payable on the earnings that are indefinitely reinvested would be immaterial.16. Subsequent EventsShare Option and RSU GrantsOn April 1, 2019, the Company granted approximately 1.1 million share options and 0.6 million RSUs to its employees as part of its annual share-based award grant. The grant date fair value per share for share options and RSUs was $21.13 and $47.23, respectively.96 17. 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, 2019. 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 10-K. 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 10-K. The results of historical periods are notnecessarily indicative of the results to be expected for any future period. Quarter ended Mar 31, Dec 31, Sep 30, Jun 30, Mar 31, Dec 31, Sep 30, Jun 30, 2019 2018 2018 2018 2018 2017 2017 2017 (in thousands, except per share amounts) Revenue $92,193 $87,611 $82,169 $78,404 $73,401 $67,272 $63,066 $58,158 Gross profit 67,491 64,353 60,231 57,428 53,225 49,544 46,523 42,906 Income (loss) from operations 207 1,572 (909) (2,089) (4,206) (1,129) (508) (1,111)Net (loss) income (1,930) 458 (2,058) (3,471) (6,554) (2,593) (1,339) (1,900)Net (loss) income per ordinary share: Basic $(0.03) $0.01 $(0.03) $(0.06) $(0.11) $(0.05) $(0.02) $(0.03)Diluted $(0.03) $0.01 $(0.03) $(0.06) $(0.11) $(0.05) $(0.02) $(0.03)Weighted-average number of ordinary shares outstanding: Basic 60,733 60,141 59,800 59,175 58,264 57,505 57,027 56,292 Diluted 60,733 62,537 59,800 59,175 58,264 57,505 57,027 56,292 97 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.None.Item 9A. Controls and Procedures.Evaluation of Disclosure Controls and ProceduresOur management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of ourdisclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act, as of the end of the period covered by this AnnualReport on Form 10-K. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, ourdisclosure controls and procedures were effective.Management’s Annual Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples, and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance withauthorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,use or disposition of our assets that could have a material effect on our financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2019 using the criteria set forth by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO) in its Internal Control-Integrated Framework (2013). As permitted by the SEC,companies are allowed to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition.Management's assessment of the effectiveness of the Company's internal control over financial reporting excluded certain controls within certain entitiesacquired in fiscal 2019, Solebit and Simply Migrate, which are listed in Note 5 of the Consolidated Financial Statements. The financial statement line itemsrelated to excluded controls represented approximately 1.3% of the Company’s total assets as of March 31, 2019 and approximately 0.2% of the Company’srevenue for the year ended March 31, 2019. Based on this assessment and those criteria, management concluded that our internal control over financialreporting was effective as of March 31, 2019.The effectiveness of our internal control over financial reporting as of March 31, 2019 has been audited by Ernst & Young LLP, an independentregistered public accounting firm, as stated in their report which is included herein.Changes in Internal Control Over Financial ReportingThere were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting. 98 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Mimecast LimitedOpinion on Internal Control over Financial ReportingWe have audited Mimecast Limited’s internal control over financial reporting as of March 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In ouropinion, Mimecast Limited (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, 2019, basedon the COSO criteria.As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusionon the effectiveness of internal control over financial reporting did not include the internal controls of Solebit Labs Ltd. and Simply Migrate Ltd., which areincluded in the 2019 consolidated financial statements of the Company and constituted 1.3% of total assets as of March 31, 2019 and 0.2% of revenue for theyear then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control overfinancial reporting of Solebit Labs Ltd and Simply Migrate Ltd.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidatedbalance sheets of the Company as of March 31, 2019 and 2018, the related consolidated statements of operations, comprehensive loss, shareholders’ equityand cash flows for each of the three years in the period ended March 31, 2019, and the related notes and our report dated May 29, 2019 expressed anunqualified opinion thereon.Basis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects.Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing andevaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.Definition and Limitations of Internal Control Over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate. /s/ Ernst & Young LLP Boston, MassachusettsMay 29, 2019Item 9B. Other Information.None.99 PART IIIItem 10. Directors, Executive Officers and Corporate Governance.The information required by this item will be set forth in the definitive Proxy Statement for our 2019 Annual General Meeting of Shareholders, or theProxy Statement, and is incorporated into this report by reference.We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principalaccounting officer or controller, or persons performing similar functions. The text of our Code of Business Conduct and Ethics is posted under CorporateGovernance in the Investor Relations section of our website, www.mimecast.com. We intend to disclose on our website any amendments to, or waivers from,our Code of Business Conduct and Ethics that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8-K.Item 11. Executive Compensation.The information required by this item will be set forth in the Proxy Statement and is incorporated into this report by reference.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.The information required by this item, including the information required by Item 5. “Market for Registrant’s Common Equity, Related StockholderMatters and Issuer Purchases of Equity Securities” related to our equity plans, will be set forth in the Proxy Statement and is incorporated into this report byreference.Item 13. Certain Relationships and Related Transactions, and Director Independence.The information required by this item will be set forth in the Proxy Statement and is incorporated into this report by reference.Item 14. Principal Accounting Fees and Services.The information required by this item will be set forth in the Proxy Statement and is incorporated into this report by reference.100 PART IVItem 15. Exhibits, Financial Statement Schedules.(a)Documents Filed as Part of this Annual Report on Form 10-K (1)Financial Statements (included in Item 8 of this Annual Report on Form 10-K): PageReport of Independent Registered Public Accounting Firm 61Consolidated Balance Sheets as of March 31, 2019 and 2018 62Consolidated Statements of Operations for the Years Ended March 31, 2019, 2018 and 2017 63Consolidated Statements of Comprehensive Loss for the Years Ended March 31, 2019, 2018 and 2017 64Consolidated Statements of Shareholders’ Equity for the Years Ended March 31, 2019, 2018 and 2017 65Consolidated Statements of Cash Flows for the Years Ended March 31, 2019, 2018 and 2017 66Notes to Consolidated Financial Statements 67 (2)Financial Statement SchedulesFinancial statements schedules are omitted as they are either not required or the information is otherwise included in the consolidated financialstatements. (3)ExhibitsThe exhibits required by Item 601 of Regulation S-K are listed in the Exhibit List on the following page.101 EXHIBIT LIST Incorporated by ReferenceExhibit Description Schedule/Form File Number Exhibit File Date(mm/dd/yyyy) 2.1 Share Purchase Agreement dated as of July 31, 2018 by andamong Mimecast Services Limited, Solebit LABS Ltd., theshareholders of Solebit LABS Ltd. and ShareholderRepresentative Services LLC, as the Representative 8-K 001-37637 2.1 07/31/2018 3.1 Memorandum and Articles of Association of the Registrant F-1/A 333-207454 3.2 11/06/2015 4.1 Specimen certificate evidencing ordinary shares of theRegistrant F-1/A 333-207454 4.1 11/06/2015 4.2* Description of Securities 10.1 Form of Indemnification Agreement F-1 333-207454 10.1 10/16/2015 10.2# Mimecast UK 2007 Key Employee Share Option Plan andForm of Share Option Agreement F-1 333-207454 10.6 10/16/2015 10.3# Mimecast UK 2010 EMI Share Option Scheme F-1 333-207454 10.7 10/16/2015 10.4# Mimecast UK Approved Share Option Plan and Form ofShare Option Certificate F-1 333-207454 10.8 10/16/2015 10.5# Mimecast Limited 2015 Share Option and Incentive Plan F-1/A 333-207454 10.9 11/06/2015 10.6# German Sub-Plan to the Mimecast Limited 2015 ShareOption and Incentive Plan 10-K 001-37637 10.6 05/29/2018 10.7# Form of Agreements under the Mimecast Limited 2015 ShareOption and Incentive Plan 10-K 001-37637 10.7 05/29/2018 10.8*# Mimecast Limited 2015 Employee Share Purchase Plan 10.9# German Sub-Plan to the Mimecast Limited 2015 EmployeeShare Purchase Plan 10-K 001-37637 10.9 05/29/2018 10.10 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 10.11 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 10.12 First Amendment to Lease, dated October 19, 2015, by andbetween Mimecast North America, Inc. and RiverworksWatertown Holdings, LLC (as successor in interest to FarleyWhite Aetna Mills, LLC) 20-F 001-37637 4.9.1 05/25/2016 10.13 Second Amendment to Lease dated as of May 26, 2017 byand between Mimecast North America, Inc. and WhetstoneRiverworks Holdings, LLC (as successor in interest toRiverworks Watertown Holdings, LLC and Farley WhiteAetna Mills, LLC) 10-K 001-37637 10.15 05/29/2018 102 Incorporated by ReferenceExhibit Description Schedule/Form File Number Exhibit File Date(mm/dd/yyyy) 10.14 Lease dated February 17, 2017 by and between MimecastNorth America, Inc. and 191 Spring Street Trust 20-F 001-37637 4.11 05/26/2017 10.15 Underlease dated April 21, 2017 by and between Simmons &Simmons LLP, Mimecast Services Limited and MimecastLimited 20-F 001-37637 4.12 05/26/2017 10.16 Agreement for Lease dated as of January 2, 2018 by andbetween Bluebutton Developer Company (2012) Limited,Bluebutton Properties UK Limited, B.L.C.T. (PHC 15A)Limited, Mimecast Services Limited, and the Company, andthe related Underleases 10-K 001-37637 10.20 05/29/2018 10.17# Amended and Restated Employment Agreement dated as ofSeptember 2, 2015 between Mimecast North America, Inc.and Peter C. Bauer 10-K 001-37637 10.21 05/29/2018 10.18# Offer Letter dated July 9, 2015 between Mimecast NorthAmerica, Inc. and Edward Jennings 10-K 001-37637 10.24 05/29/2018 10.19# Offer Letter dated July 22, 2016 between Mimecast NorthAmerica, Inc. and Robert P. Nault 10-K 001-37637 10.25 05/29/2019 10.20# Offer Letter dated October 12, 2017 between Mimecast NorthAmerica, Inc. and Janet Bishop Levesque 10-K 001-37637 10.26 05/29/2019 10.21# Mimecast Limited Executive Incentive Plan – FY2019 10-K 001-37637 10.27 05/29/2019 10.22 Credit Agreement dated as of July 23, 2018, by and amongMimecast Limited, certain of Mimecast Limited’ssubsidiaries party thereto, as guarantors, certain financialinstitutions party thereto from time to time, as Lenders, andJPMorgan Chase Bank, N.A., as administrative agent 8-K 001-37637 10.1 07/24/2018 10.23 Pledge and Security Agreement dated as of July 23, 2018, byand among Mimecast UK Limited, the Grantors (as defined inthe Pledge and Security Agreement) and JPMorgan ChaseBank, N.A., as administrative agent to the Lenders party tothe Credit Agreement 8-K 001-37637 10.2 07/24/2018 10.24 Trademark Security Agreement dated as of July 23, 2018, byand among Ataata, Inc., Mimecast Services Limited, in favorof JPMorgan Chase Bank, N.A., as administrative agent to theLenders party to the Credit Agreement 8-K 001-37637 10.3 07/24/2018 10.25 Patent Security Agreement dated as of July 23, 2018, by andbetween Mimecast Services Limited, in favor of JPMorganChase Bank, N.A., as administrative agent to the Lendersparty to the Credit Agreement 8-K 001-37637 10.4 07/24/2018103 Incorporated by ReferenceExhibit Description Schedule/Form File Number Exhibit File Date(mm/dd/yyyy) 10.26 Security Agreement dated as of July 23, 2018 by andbetween Mimecast UK Limited, Mimecast Services Limited,Mimecast USD Limited, Mimecast Development Limited, asthe original chargors, and JPMorgan Chase Bank, N.A., as thecollateral agent 8-K 001-37637 10.5 07/24/2018 10.27 Security Interest Agreement dated as of July 23, 2018,between Mimecast Limited and JPMorgan Chase Bank, N.A.,as the administrative agent 8-K 001-37637 10.6 07/24/2018 10.28 Security Interest Agreement dated as of July 23, 2018,between Mimecast Offshore Limited and JPMorgan ChaseBank, N.A., as the administrative agent 8-K 001-37637 10.7 07/24/2018 10.29 Security Interest Agreement dated as of July 23, 2018,between Mimecast Services Limited and JPMorgan ChaseBank, N.A., as the administrative agent 8-K 001-37637 10.8 07/24/2018 10.30 Security Interest Agreement dated as of July 23, 2018,between Mimecast UK Limited and JPMorgan Chase Bank,N.A., as the administrative agent 8-K 001-37637 10.9 07/24/2019 10.31# Israeli Sub-Plan to the Mimecast Limited 2015 Share Optionand Incentive Plan 10-Q 001-37637 10.39 11/08/2018 10.32# Israeli Form of Agreements under the Mimecast Limited 2015Share Option and Incentive Plan 10-Q 001-37637 10.40 11/08/2018 10.33 First Amendment to Lease dated as of the 8th day of August2018 by and between 191 Spring Street Trust and MimecastNorth America, Inc. 10-Q 001-37637 10.41 11/08/2018 10.34 Amendment to Lease Agreement dated September 5, 2018between PCPI UT Owner, LP, as successor-in-interest, andMimecast North America, Inc. 10-Q 001-37637 10.42 11/08/2018 10.35 Deed of Variation dated 17 January 2019 to Agreement forLease dated as of January 2, 2018 by and betweenBluebutton Developer Company (2012) Limited, BluebuttonProperties UK Limited, B.L.C.T. (PHC 15A) Limited,Mimecast Services Limited and Mimecast Limited 10-Q 001-37637 10.43 02/11/2019 10.36# Offer Letter between Mimecast Limited and Rafe Brown,dated February 7, 2019 8-K 001-37637 10.1 02/11/2019 10.37# Mimecast Limited Executive Incentive Plan – FY 2020 8-K 001-37637 10.1 03/19/2019 10.38*# Offer Letter between Mimecast Limited and Christina VanHouten, dated March 7, 2018 104 Incorporated by ReferenceExhibit Description Schedule/Form File Number Exhibit File Date(mm/dd/yyyy) 10.39*# Offer Letter between Mimecast Limited and Karen Anderson,dated October 2018 10.40* Second Amendment to Lease dated as of the 26th day ofMarch 2019 by and between 191 Spring Street Trust andMimecast North America, Inc. 10.41* Lease of 3rd Floor of 1 Finsbury Avenue, London EC2 dated29 March 2019 between B.L.C.T. (PHC 15A) Limited,Mimecast Services Limited and Mimecast Limited 10.42* Lease of 4th Floor of 1 Finsbury Avenue, London EC2 dated29 March 2019 between B.L.C.T. (PHC 15A) Limited,Mimecast Services Limited and Mimecast Limited 10.43* Lease of 5th Floor of 1 Finsbury Avenue, London EC2 dated29 March 2019 between B.L.C.T. (PHC 15A) Limited,Mimecast Services Limited and Mimecast Limited 21.1* Subsidiaries of the Registrant 23.1* Consent of Ernst & Young LLP, Registered PublicAccounting Firm 31.1* Certification by the Principal Executive Officer pursuant toSecurities Exchange Act Rules 13a-14(a) and 15d-14(a)under the Securities and Exchange Act of 1934, as amended,as adopted pursuant to Section 302 of the Sarbanes-OxleyAct of 2002 31.2* Certification by the Principal Financial Officer pursuant toSecurities Exchange Act Rules 13a-14(a) and 15d-14(a)under the Securities Exchange Act of 1934, as amended, asadopted pursuant to Section 302 of the Sarbanes-Oxley Actof 2002 32.1@ Certification by the Principal Executive Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 2002 32.2@ Certification by the Principal Financial Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 2002 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 105 Incorporated by ReferenceExhibit Description Schedule/Form File Number Exhibit File Date(mm/dd/yyyy)101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation LinkbaseDocument *Filed herewith.@Furnished herewith. The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and willnot be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into anyfilings under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.#Management contract or compensatory plan or arrangement.Item 16. Form 10-K Summary.Not applicable.106 SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report tobe signed on its behalf by the undersigned, thereunto duly authorized. Mimecast Limited Date: May 29, 2019 By:/s/ Peter Bauer Peter Bauer Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons onbehalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Peter Bauer Chairman and Chief Executive Officer (Principal Executive Officer) May 29, 2019Peter Bauer /s/ Rafeal Brown Chief Financial Officer (Principal Financial and Accounting Officer) May 29, 2019Rafeal Brown /s/ Aron Ain Director May 29, 2019Aron Ain /s/ Christopher FitzGerald Director May 29, 2019Christopher FitzGerald /s/ Jeffrey Lieberman Director May 29, 2019Jeffrey Lieberman /s/ Neil Murray Director May 29, 2019Neil Murray /s/ Robert P. Schechter Director May 29, 2019Robert P. Schechter /s/ Hagi Schwartz Director May 29, 2019Hagi Schwartz /s/ Stephen M. Ward Director May 29, 2019Stephen M. Ward 107 Exhibit 4.2DESCRIPTION OF SECURITIESThe following descriptions are summaries of the material terms of the Memorandum of Association and Articles of Association (the“Articles of Association”) of Mimecast Limited, a corporation organized under the laws of Jersey, Channel Islands (Company No. 119119) (the“Company”). Reference is made to the more detailed provisions of the Articles of Association. Please note that this summary is not intended to beexhaustive. For further information, please refer to the full version of the Company’s Articles of Association, which is included as Exhibit 3.1 to theCompany’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019 as filed with the Securities and Exchange Commission (the“SEC”).GeneralThe Company was established under the laws of Jersey, Channel Islands, on July 28, 2015 with registered number 119119. TheCompany’s register of members is kept at Queensway House, Hilgrove Street, St. Helier, Jersey JE1 1ES and the Company’s U.S. Branchregister is held at 150 Royall Street, Canton, Massachusetts USA 02021. The Company’s registered office is 22 Grenville Street, St. Helier,Jersey JE4 8PX. The Company Secretary is Robert P. Nault and the Company’s assistant secretary is Mourant Secretaries (Jersey) Limited.Under the Company’s Articles of Association, the Company’s 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.Issued Share CapitalThe Company’s issued share capital as of March 31, 2019 was 61,158,051 ordinary shares with a nominal value of $0.012 pershare. Each issued ordinary share is fully paid. The Company currently has no deferred shares in its issued share capital. In the future, theCompany’s issued share capital can be determined by reference to Company’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-Kfiled from time to time with the SEC.Ordinary SharesThe holders of ordinary shares are entitled to receive dividends in proportion to the number of ordinary shares held by them. Holders ofordinary shares are entitled, in proportion to the number of ordinary shares held by them, to share in any surplus in the event of the Company’swinding up. The holders of ordinary shares are entitled to receive notice of, attend either in person or by proxy or, being a corporation, by a dulyauthorized representative, and vote at general meetings of shareholders.Preferred SharesPursuant to Jersey law and the Company’s Articles of Association, the Company’s board of directors by resolution may establish one ormore classes of preferred shares having such number of shares, designations, dividend rates, relative voting rights, liquidation rights and otherrelative participation, optional or other special rights, qualifications, limitations or restrictions as may be fixed by the board without any furthershareholder approval. Such rights, preferences, powers and limitations as may be established would be preferential to the rights attaching to theCompany’s ordinary shares and could also have the effect of discouraging an attempt to obtain control of the Company.Share Options and Restricted Share UnitsAs of March 31, 2019, there were options to purchase 6,208,964 ordinary shares outstanding and 549,853 unvested restricted share unitsoutstanding. In the future, information on the Company’s outstanding share options and restricted share units can be determined by reference toCompany’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K filed from time to time with the SEC. 1 Exhibit 4.2Anti-Takeover Effects of Certain Provisions of the Company’s Articles of AssociationGeneralThe Company’s Articles of Association contain provisions that could have the effect of delaying, deterring or preventing another partyfrom acquiring or seeking to acquire control of the Company. These provisions, as well as the Company’s ability to issue preferred shares, aredesigned to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also intended toencourage anyone seeking to acquire control of the Company to negotiate first with the Company’s board of directors. However, these provisionsmay also delay, deter or prevent a change in control or other takeovers of the Company that shareholders might consider to be in their bestinterests, including transactions that might result in a premium being paid over the market price of the Company’s ordinary shares and also maylimit the price that investors are willing to pay in the future for the Company’s ordinary shares. These provisions may also have the effect ofpreventing changes in the Company’s management. The Company believes that the benefits of increased protection give the Company thepotential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure the Company, and that the benefitsof this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in animprovement of their terms. A description of these provisions is set forth below.Staggered Board of DirectorsThe Company’s Articles of Association provide for a staggered board of directors consisting of three classes of directors. Directors ofeach class are chosen for three-year terms upon the expiration of their current terms and each year one class of the Company’s directors areelected by the Company’s shareholders. Shareholders elect directors for three-year terms upon the expiration of their current terms. Shareholderselect only one class of directors each year. The Company believes that classification of the Company’s board of directors helps to ensure thecontinuity and stability of the Company’ s business strategies and policies as determined by the board of directors. There is no cumulative votingin the election of directors. As such, this classified board provision could have the effect of making the replacement of incumbent directors moretime-consuming and difficult. At least two annual general meetings of shareholders, instead of one, will generally be required to effect a change ina majority of the board of directors. Thus, the classified board provision could increase the likelihood that incumbent directors will retain theirpositions. The staggered terms of directors also may delay, defer or prevent a tender offer or an attempt to change control of the Company, eventhough a tender offer or change in control might be believed by shareholders to be in their best interest.Issuance of Preferred SharesThe ability to authorize and issue preferred shares is vested in the Company’s board of directors, which makes it possible for the boardof directors to issue preferred shares with voting or other rights or preferences that could impede the success of any attempt to change control ofthe Company. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of theCompany.No Shareholder Action by Written ConsentThe Company’s Articles of Association provide that all shareholder actions are required to be taken by a vote of the shareholders at anannual or special meeting, and that shareholders may not take any action by written consent in lieu of a meeting. This limit may lengthen theamount of time required to take shareholder actions and would prevent the amendment of the Company’s Articles of Association or removal ofdirectors by shareholders without holding a meeting of shareholders. 2 Exhibit 4.2Advance Notice ProcedureThe Company’s Articles of Association provide an advance notice procedure for shareholders to nominate director candidates forelection, including proposed nominations of persons for election to the board of directors. Subject to the rights of the holders of any series ofpreferred shares, only persons nominated by, or at the direction of, the Company’s board of directors or by a shareholder who has given proper andtimely notice to the Company’s secretary prior to the meeting, will be eligible for election as a director. In addition, any proposed business otherthan the nomination of persons for election to the board of directors must constitute a proper matter for shareholder action pursuant to the notice ofmeeting delivered to the Company. For notice to be timely, it must be received by the Company Secretary not less than 90 nor more than 120calendar days prior to the first anniversary of the previous year’s annual meeting (or if the date of the annual meeting is advanced more than 30calendar 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 noticeprovisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or maydiscourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtaincontrol of the CompanyLimitation of Liability of Directors and OfficersThe Company’s Articles of Association include provisions that indemnify, to the fullest extent allowable under Jersey law, the personalliability of directors or officers for monetary damages for actions taken as the Company’s director or officer, or for serving at the Company’srequest as a director or officer or another position at another corporation or enterprise, as the case may be. However, exculpation does not apply ifthey acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit fromtheir actions as directors. The Company is expressly authorized to advance certain reasonable expenses (including attorneys’ fees anddisbursements and court costs) to the Company’s directors and officers and to carry directors’ and officers’ insurance to protect the Company, theCompany’s directors, officers and certain employees for some liabilities.The Company believes that the limitation of liability and indemnification provisions in the Articles of Association facilitates theCompany’s ability to continue to attract and retain qualified individuals to serve as directors and officers.Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted todirectors, officers or persons controlling the registrant pursuant to the foregoing provisions, the Company has been informed that, in the opinion ofthe SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.Other Jersey, Channel Islands Law ConsiderationsPurchase of Company Ordinary SharesAs with declaring a dividend, the Company may not buy back or redeem its shares unless the board of directors have made a statutorysolvency statement that, immediately following the date on which the buyback or redemption is proposed, the Company will be able to dischargeits 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 Companyis dissolved on a solvent basis, if earlier).3 Exhibit 4.2If the above conditions are met and the approvals described below are received, the Company may purchase shares in the mannerdescribed below. The Company may purchase on a stock exchange its own fully paid shares pursuant to a special resolution of the Company’sshareholders. The resolution authorizing the purchase must specify: • the maximum number of shares to be purchased; • the maximum and minimum prices which may be paid; and • a date, not being later than five years after the passing of the resolution, on which the authority to purchase is to expire.The Company’s shareholders adopted such a resolution on November 13, 2015.The Company may purchase its own fully paid shares otherwise than on a stock exchange pursuant to a special resolution of theCompany’s shareholders, but only if the purchase is made on the terms of a written purchase contract which has been approved by an ordinaryresolution of the Company’s shareholders. The shareholder from whom the Company proposes to purchase or redeem shares is not entitled to takepart in such shareholder vote in respect of the shares to be purchased.The Company may fund a redemption or purchase of its own shares from any source. The Company cannot purchase its shares if, as aresult of such purchase, only redeemable or treasury shares would remain in issue.If authorized by a resolution of the Company’s shareholders, any shares that the Company redeems or purchases may be held astreasury shares. Any shares held as treasury shares may be cancelled, sold, transferred for the purposes of or under an employee share schemeor held without cancelling, selling or transferring them. Shares redeemed or purchased by the Company are cancelled where the Company has notbeen 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 all the Company’s outstanding shares or a classof all of the Company’s outstanding shares not already held by the person and has as a result of such offer acquired or contractually agreed toacquire 90% or more of such outstanding shares, that person is then entitled (and may be required) to acquire the remaining shares of suchshares. In such circumstances, a holder of any such remaining shares may apply to the Jersey court for an order that the person making suchoffer not be entitled to purchase the holder’s shares or that the person purchase the holder’s shares on terms different to those under which theperson made such offer.Other than as described above (and to the extent the U.K. City Code on Takeovers and Mergers were deemed to apply to the Company),the Company is not subject to any regulations under which a shareholder that acquires a certain level of share ownership is then required to offerto purchase all of the Company’s remaining shares on the same terms as such shareholder’s prior purchase.Compromises and ArrangementsWhere the Company and the Company’s creditors or shareholders or a class of either of them propose a compromise or arrangementbetween the Company and the Company’s creditors or shareholders or a class of either of them (as applicable), the Jersey court may order ameeting of the creditors or class of creditors or of the Company’s shareholders or class of shareholders (as applicable) to be called in such amanner as the court directs. Any compromise or arrangement approved by a majority in number representing 75% or more in value of the creditorsor 75% or more of the voting rights of shareholders or class of either of them (as applicable) if sanctioned by the court, is binding upon the4 Exhibit 4.2Company 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 bedetermined by the court. The court may in its discretion treat a single class of shares as multiple classes, or multiple classes of shares as asingle class, for the purposes of the shareholder approval referred to above taking into account all relevant circumstances, which may includecircumstances other than the rights attaching to the shares themselves.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 theCompany’s affairs, including a proposed or actual act or omission by the Company, is “unfairly prejudicial” to the interests of the Company’sshareholders generally or of some part of the Company’s shareholders, including at least the shareholder making the application. What amounts tounfair prejudice is not defined in the Jersey Companies Law. There may also be common law personal actions available to the Company’sshareholders.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 underArticle 141 of the Jersey Companies Law), the court may make an order regulating the Company’s affairs, requiring it to refrain from doing orcontinuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by the Company or by any of theCompany’s other shareholders.5 Exhibit 10.8MIMECAST LIMITED2015 EMPLOYEE SHARE PURCHASE PLANThe purpose of the Mimecast Limited 2015 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of Mimecast Limited (the“Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase ordinary shares of the Company (the “OrdinaryShares”). 1,100,000 Ordinary Shares have been approved and reserved for this purpose. The Plan is intended to constitute an “employee stock purchase plan”within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted in accordance with that intent.1. Administration. The Plan will be administered by the person or persons (the “Administrator”) appointed by the Company’s Board of Directors (the“Board”) for such purpose. The Administrator has authority at any time to: (i) adopt, alter and repeal such rules, guidelines and practices for theadministration of the Plan and for its own acts and proceedings as it shall deem advisable; (ii) interpret the terms and provisions of the Plan; (iii) make alldeterminations it deems advisable for the administration of the Plan; (iv) decide all disputes arising in connection with the Plan; and (v) otherwise supervisethe administration of the Plan. All interpretations and decisions of the Administrator shall be binding on all persons, including the Company and theParticipants. No member of the Board or individual exercising administrative authority with respect to the Plan shall be liable for any action or determinationmade in good faith with respect to the Plan or any option granted hereunder.2. Offerings The Company may make one or more offerings to eligible employees to purchase Ordinary Shares under the Plan (“Offerings”). Unlessotherwise determined by the Administrator, an Offering will begin on the first business day occurring on or after each January 1 and July 1 and will end onthe last business day occurring on or before the following June 30 and December 31, respectively. The Administrator may, in its discretion, designate adifferent period for any Offering, provided that no Offering shall exceed six months in duration or overlap any other Offering.3. Eligibility. All individuals classified as employees on the payroll records of the Company and each Designated Subsidiary are eligible toparticipate in any one or more of the Offerings under the Plan, provided that as of the first day of the applicable Offering (the “Offering Date”) they arecustomarily employed by the Company or a Designated Subsidiary for more than 20 hours a week. Notwithstanding any other provision herein, individualswho are not contemporaneously classified as employees of the Company or a Designated Subsidiary for purposes of the Company’s or applicable DesignatedSubsidiary’s payroll system are not considered to be eligible employees of the Company or any Designated Subsidiary and shall not be eligible to participatein the Plan. In the event any such individuals are reclassified as employees of the Company or a Designated Subsidiary for any purpose, including, withoutlimitation, common law or statutory employees, by any action of any third party, including, without limitation, any government agency, or as a result of anyprivate lawsuit, action or administrative proceeding, such individuals shall, notwithstanding such reclassification, remain ineligible for participation.Notwithstanding the foregoing, the exclusive means for individuals who are not contemporaneously classified as employees of the Company or a DesignatedSubsidiary on the Company’s or Designated Subsidiary’s payroll system to become eligible to participate in this Plan is through an amendment to this Plan,duly executed by the Company, which specifically renders such individuals eligible to participate herein. 4. Participation.(a) Participants. An eligible employee who is not a Participant on any Offering Date may participate in such Offering by submitting anenrollment form to his or her appropriate payroll location at least 15 business days before the Offering Date (or by such other deadline as shall be establishedby the Administrator for the Offering).1 (b) Enrollment. The enrollment form will (a) state a whole percentage to be deducted from an eligible employee’s Compensation (as definedin Section 11) per pay period, (b) authorize the purchase of Ordinary Shares in each Offering in accordance with the terms of the Plan and (c) specify the exactname or names in which Ordinary Shares purchased for such individual are to be issued pursuant to Section 10. An employee who does not enroll inaccordance with these procedures will be deemed to have waived the right to participate. Unless a Participant files a new enrollment form or withdraws fromthe Plan, such Participant’s deductions and purchases will continue at the same percentage of Compensation for future Offerings, provided he or she remainseligible.(c) Notwithstanding the foregoing, participation in the Plan will neither be permitted nor be denied contrary to the requirements of the Code.5. Employee Contributions. Each eligible employee may authorize payroll deductions at a minimum of one percent up to a maximum of ten percentof such employee’s Compensation for each pay period. The Company will maintain book accounts showing the amount of payroll deductions made by eachParticipant for each Offering. No interest will accrue or be paid on payroll deductions.6. Deduction Changes. Except as may be determined by the Administrator in advance of an Offering, a Participant may not increase or decrease his orher payroll deduction during any Offering, but may increase or decrease his or her payroll deduction with respect to the next Offering (subject to thelimitations of Section 5) by filing a new enrollment form at least 15 business days before the next Offering Date (or by such other deadline as shall beestablished by the Administrator for the Offering). The Administrator may, in advance of any Offering, establish rules permitting a Participant to increase,decrease or terminate his or her payroll deduction during an Offering.7. Withdrawal. A Participant may withdraw from participation in the Plan by delivering a written notice of withdrawal to his or her appropriatepayroll location. The Participant’s withdrawal will be effective as of the next business day. Following a Participant’s withdrawal, the Company will promptlyrefund such individual’s entire account balance under the Plan to him or her (after payment for any Ordinary Shares purchased before the effective date ofwithdrawal). Partial withdrawals are not permitted. Such an employee may not begin participation again during the remainder of the Offering, but may enrollin a subsequent Offering in accordance with Section 4.8. Grant of Options. On each Offering Date, the Company will grant to each eligible employee who is then a Participant in the Plan an option(“Option”) to purchase on the last day of such Offering (the “Exercise Date”), at the Option Price hereinafter provided for, the lowest of (a) a number ofOrdinary Shares determined by dividing such Participant’s accumulated payroll deductions on such Exercise Date by the Option Price (as defined herein),(b) 550,000 shares, or (c) such other lesser maximum number of shares as shall have been established by the Administrator in advance of the Offering;provided, however, that such Option shall be subject to the limitations set forth below. Each Participant’s Option shall be exercisable only to the extent ofsuch Participant’s accumulated payroll deductions on the Exercise Date. The purchase price for each share purchased under each Option (the “Option Price”)will be 85 percent of the Fair Market Value of the Ordinary Shares on the Offering Date or the Exercise Date, whichever is less.Notwithstanding the foregoing, no Participant may be granted an option hereunder if such Participant, immediately after the option was granted,would be treated as owning stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or anyParent or Subsidiary (as defined in Section 11). For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply indetermining the stock ownership of a Participant, and all stock which the Participant has a contractual right to purchase shall be treated as stock owned by theParticipant. In addition, no Participant may be granted an Option which permits his or her rights to purchase stock under the Plan, and any other employeestock purchase plan of the Company and its Parents and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such stock(determined on the option grant date or dates) for each calendar year in which the Option is outstanding at any time. The purpose of the limitation in thepreceding sentence is to comply with Section 423(b)(8) of the Code and shall be applied taking Options into account in the order in which they were granted.9. Exercise of Option and Purchase of Shares. Each employee who continues to be a Participant in the Plan on the Exercise Date shall be deemed tohave exercised his or her Option on such date and shall acquire from the Company such number of whole Ordinary Shares reserved for the purpose of the Planas his or her accumulated2 payroll deductions on such date will purchase at the Option Price, subject to any other limitations contained in the Plan. Any amount remaining in aParticipant’s account at the end of an Offering solely by reason of the inability to purchase a fractional share will be carried forward to the next Offering; anyother balance remaining in a Participant’s account at the end of an Offering will be refunded to the Participant promptly.10. Issuance of Certificates. Certificates representing Ordinary Shares purchased under the Plan may be issued only in the name of the employee, inthe name of the employee and another person of legal age as joint tenants with rights of survivorship, or in the name of a broker authorized by the employeeto be his, her or their, nominee for such purpose.11. Definitions.The term “Compensation” means the amount of base pay, plus incentive pay, and commissions.The term “Designated Subsidiary” means any present or future Subsidiary (as defined below) that has been designated by the Board to participate inthe Plan. The Board may so designate any Subsidiary, or revoke any such designation, at any time and from time to time, either before or after the Plan isapproved by the stockholders. The current list of Designated Subsidiaries is attached hereto as Appendix A.The term “Fair Market Value of the Ordinary Shares” on any given date means the fair market value of the Ordinary Shares determined in good faithby the Administrator; provided, however, that if the Ordinary Shares are admitted to quotation on the National Association of Securities Dealers AutomatedQuotation System (“NASDAQ”), NASDAQ Global Market or another national securities exchange, the determination shall be made by reference to theclosing price on such date. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date forwhich there is a closing price. The term “Initial Public Offering” means the first underwritten, firm commitment public offering pursuant to an effective registration statement underthe Securities Act of 1933, as amended, covering the offer and sale by the Company of its equity securities, or such other event as a result of or followingwhich the Company’s Ordinary Shares shall be publicly held.The term “Parent” means a “parent corporation” with respect to the Company, as defined in Section 424(e) of the Code.The term “Participant” means an individual who is eligible as determined in Section 3 and who has complied with the provisions of Section 4.The term “Subsidiary” means a “subsidiary corporation” with respect to the Company, as defined in Section 424(f) of the Code.12. Rights on Termination of Employment. If a Participant’s employment terminates for any reason before the Exercise Date for any Offering, nopayroll deduction will be taken from any pay due and owing to the Participant and the balance in the Participant’s account will be paid to such Participant or,in the case of such Participant’s death, to his or her designated beneficiary as if such Participant had withdrawn from the Plan under Section 7. An employeewill be deemed to have terminated employment, for this purpose, if the corporation that employs him or her, having been a Designated Subsidiary, ceases tobe a Subsidiary, or if the employee is transferred to any corporation other than the Company or a Designated Subsidiary. An employee will not be deemed tohave terminated employment for this purpose if the employee is on an approved leave of absence for military service or sickness or for any other purposeapproved by the Company, if the employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which theleave of absence was granted or if the Administrator otherwise provides in writing. 13. Special Rules. Notwithstanding anything herein to the contrary, the Administrator may adopt special rules applicable to the employees of aparticular Designated Subsidiary, whenever the Administrator determines that such rules are necessary or appropriate for the implementation of the Plan in ajurisdiction where such Designated Subsidiary has employees; provided that such rules are consistent with the requirements of Section 423(b) of the Code.Any special rules established pursuant to this Section 13 shall, to the extent possible, result in the employees subject to such rules having substantially thesame rights as other Participants in the Plan.3 14. Optionees Not Stockholders. Neither the granting of an Option to a Participant nor the deductions from his or her pay shall constitute suchParticipant a holder of the Ordinary Shares covered by an Option under the Plan until such shares have been purchased by and issued to him or her.15. Rights Not Transferable. Rights under the Plan are not transferable by a Participant other than by will or the laws of descent and distribution, andare exercisable during the Participant’s lifetime only by the Participant.16. Application of Funds. All funds received or held by the Company under the Plan may be combined with other corporate funds and may be usedfor any corporate purpose.17. Adjustment in Case of Changes Affecting Ordinary Shares. In the event of a subdivision of outstanding Ordinary Shares, the payment of adividend in Ordinary Shares or any other change affecting the Ordinary Shares, the number of shares approved for the Plan and the share limitation set forth inSection 8 shall be equitably or proportionately adjusted to give proper effect to such event. 18. Amendment of the Plan. The Board may at any time and from time to time amend the Plan in any respect, except that without the approval within12 months of such Board action by the stockholders, no amendment shall be made increasing the number of shares approved for the Plan or making any otherchange that would require stockholder approval in order for the Plan, as amended, to qualify as an “employee stock purchase plan” under Section 423(b) ofthe Code.19. Insufficient Shares. If the total number of Ordinary Shares that would otherwise be purchased on any Exercise Date plus the number of sharespurchased under previous Offerings under the Plan exceeds the maximum number of shares issuable under the Plan, the shares then available shall beapportioned among Participants in proportion to the amount of payroll deductions accumulated on behalf of each Participant that would otherwise be used topurchase Ordinary Shares on such Exercise Date.20. Termination of the Plan. The Plan may be terminated at any time by the Board. Upon termination of the Plan, all amounts in the accounts ofParticipants shall be promptly refunded.21. Governmental Regulations. The Company’s obligation to sell and deliver Ordinary Shares under the Plan is subject to obtaining allgovernmental approvals required in connection with the authorization, issuance, or sale of such stock.22. Governing Law. This Plan and all Options and actions taken thereunder shall be governed by, and construed in accordance with, the laws of theState of Delaware, applied without regard to conflict of law principles. 23. Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Ordinary Shares, from shares held in thetreasury of the Company, or from any other proper source.24. Tax Withholding. Participation in the Plan is subject to any minimum required tax withholding on income of the Participant in connection withthe Plan. Each Participant agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such taxes from any paymentof any kind otherwise due to the Participant, including shares issuable under the Plan.25. Notification Upon Sale of Shares. Each Participant agrees, by entering the Plan, to give the Company prompt notice of any disposition of sharespurchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to which such shares were purchased.26. Effective Date and Approval of Shareholders. The Plan shall take effect on the date of the Company’s Initial Public Offering, subject to approvalby the holders of a majority of the votes cast at a meeting of stockholders at which a quorum is present or by written consent of the stockholders. Amended May 26, 20174 APPENDIX ADesignated Subsidiaries Mimecast North America, Inc.Mimecast Services Ltd.Mimecast South Africa Pty. Ltd.Mimecast Australia Pty. Ltd.Mimecast Germany GmbHMimecast Israel Ltd.5 Exhibit 10.38Mimecast March 7, 2018Christina Van HoutenDear Christina,Mimecast is pleased to offer you the position of Chief Strategy Officer. Our offer is contingent on asuccessful background check being completed and compensation details are subject to boardapproval. You'd work from the Lexington office, travel from time to time, including to our global offices.You would report to me as part of our senior executive team.Our offer of employment is as follows: i.Your semi-monthly salary will be $14,583.34 ($350,000.16 annualized), to be paid on a semi-monthly basis; iiYou will be eligible to participate in a discretionary bonus plan through which you will be eligibleto receive a bonus of up to 60% of your annual salary, pro• rated as applicable based on yourstart date, provided you remain employed with the Company through the date upon which thebonuses are awarded; this bonus is typically paid quarterly based on financial results perthe Executive Variable Compensation Plan, which may be subject to change; iii.Subject to approval by the Company's Board of Directors, you will be awarded 125,000 shareoptions which will be issued on the first trading day of the month following your hire date andpriced as of the close of that day. Vesting for this award will commence on the vestingcommencement date stated in the Option Agreement. Unless otherwise specified in theschedule in the Option Agreement, the vesting schedule shall be as follows: 25% of the Optionsshall be vested on the first anniversary of the vesting commencement date and thereafter 6.25%of the Option Shares shall vest quarterly until the Option Shares are fully vested on the fourthanniversary of the vesting commencement date. iv.Also subject to approval by the Company's Board of Directors, you will be awarded 25,000Restricted Stock Units (RSU) which will be issued on the first trading day of the month followingyour hire date. Vesting for this award will commence on the vesting commencement date statedin the Restricted Stock Unit Agreement. Unless otherwise specified in the schedule in RestrictedStock Unit agreement, the vesting schedule shall be as follows: 25% of the Options shall bevested on the anniversary of the vesting commencement date and annually thereafter until theRSU's are fully vested on the fourth anniversary of the vesting commencement date. Mimecast v.If your employment is terminated by the Company or any successor company without cause (asdefined below) or you terminate your employment for good reason (as defined below), then youwill continue to receive your base salary, target bonus and health and dental insurance benefitsfor a period of time after the date of termination equal to 6 months, in each such case subject toyour execution and delivery of a release drafted by and satisfactory to counsel for theCompany. "Cause" shall mean, for purposes of this letter, willful misconduct by you relating toyour duties to the Company, or willful failure by you to perform your responsibilities to theCompany as determined by the Company in good faith. No act or failure to act by you shall beconsidered willful unless it is done, or omitted to be done, in bad faith or without a reasonablebelief by you that your actions or omissions were in the best interests of the Company. "GoodReason" shall mean, for purposes of this letter, the occurrence of any of the following eventswithout your prior written consent: (i) a reduction in your base salary or total target compensationof more than 5%; (ii) a material diminution in your duties, authority or responsibilities; (iii) amaterial relocation; or (iv) a material breach of this letter, including the Agreement (as definedbelow); vi.If there is a Change In Control (as defined below) in the company, fifty percent (50%) of any ofyour then unvested outstanding options (or other equity) will immediately become vested andexercisable. In addition, if within one (1) year after a Change of Control your employment isterminated by the Company or any successor company without "cause" (as defined above) oryou terminate your employment for "good reason" (as defined above), then the remainder of yourunvested options (or other equity) will become immediately vested and exercisable. For theavoidance of doubt, "Change of Control" means the sale of all or substantially all the stock orassets of Company through a merger, consolidation or acquisition of the Company with, by orinto another corporation, entity or person; or any change in the ownership of more than fiftypercent (50%) of the voting capital stock of Company in one or more related transactions. Amerger or consolidation of the company means that the shareholders of the Company hold lessthan 50% of the shares in the resulting entity on completion of the transaction. vii.You will be eligible for Three weeks of vacation annually in addition to other benefits available toemployees for sick and holiday time which will be pro-rated for the remainder of the fiscal year. Your employment relationship with Mimecast will be 'at-will', meaning that you are free to resign from,and Mimecast is free to terminate, your employment at any time for any reason, with or without notice.Nothing in this offer letter shall be construed to alter this 'at-will' employment relationship.Your acceptance of this offer ('Offer Letter') is subject to your signature on a 'Confidentiality and Non-Disclosure (Agreement), which will be provided to you under separate cover. No prior promises,discussions, representations, or other understandings relative to terms or conditions of youremployment are to be considered part of this agreement unless expressed in writing in this Offer Letterand the Agreement. Mimecast Mimecast reserves the right to conduct background and reference checks and your employment iscontingent on satisfactory results of those checks. Upon acceptance, we will provide you with the newhire paperwork and an 1-9 form, which is required by the government to verify employmenteligibility. Noted on the back of the 1-9 are lists of acceptable documents for this purpose. Theappropriate documents must be presented when you report to work, since we will be unable to processyour employment paperwork without them.Christina, we are very excited to have you join our growing team and I believe you can be extremelysuccessful with us. If you have any questions please do not hesitate to call me at (telephone numberintentionally omitted). Otherwise, please confirmyour acceptance of this offer of employment and startdate by email to me at pbauer@mimecast.com.We are confident that with your background and skills, you will have an immediate positive impact onour organization. Sincerely,/s/ Peter BauerChief Executive Officer Acceptedby: /s/ Christina VanHoutenDate: 3/8/2018 Exhibit 10.39mimecast October X, 2018Karen AndersonDear Karen,Mimecast is pleased to offer you the position of Chief Human Resources Officer. Our offer iscontingent on a successful background check being completed and compensation details are subjectto board approval. You'd work from the Lexington office, travel from time to time, including to ourglobal offices. You would report to me as part of our senior executive team.Our offer of employment is as follows: i.Your semi-monthly salary will be $14,583.34 ($350,000.16 annualized), to be paid on a semi-monthly basis; ii.You will be eligible to participate in a discretionary bonus plan through which you will be eligible toreceive a bonus of up to 60% of your annual salary, pro• rated as applicable based on your startdate, provided you remain employed with the Company through the date upon which the bonusesare awarded; this bonus is typically paid quarterly based on financial results per the ExecutiveVariable Compensation Plan, which may be subject to change; iii.Your start date is anticipated to be 3rd of January 2019. iv.Subject to approval by the Company's Board of Directors, you will be awarded 125,000 shareoptions which will be issued on the first trading day of the month following your hire date andpriced as of the close of that day. Vesting for this award will commence on the vestingcommencement date stated in the Option Agreement. Unless otherwise specified in theschedule in the Option Agreement, the vesting schedule shall be as follows: 25% of the Optionsshall be vested on the first anniversary of the vesting commencement date and thereafter 6.25%of the Option Shares shall vest quarterly until the Option Shares are fully vested on the fourthanniversary of the vesting commencement date. v.Also subject to approval by the Company's Board of Directors, you will be awarded 25,000Restricted Stock Units (RSU) which will be issued on the first trading day of the month followingyour hire date. Vesting for this award will commence on the vesting commencement date statedin the Restricted Stock Unit Agreement. Unless otherwise specified in the schedule in RestrictedStock Unit agreement, the vesting schedule shall be as follows: 25% of the Options shall bevested on the anniversary of the vesting commencement date and annually thereafter until theRSU's are fully vested on the fourth anniversary of the vesting commencement date. mimecast vi.If your employment is terminated by the Company or any successor company without cause (asdefined below) or you terminate your employment for good reason (as defined below), then youwill continue to receive your base salary, target bonus and health and dental insurance benefitsfor a period of time after the date of termination equal to 6 months, in each such case subject toyour execution and delivery of a release drafted by and satisfactory to counsel for the Company."Cause" shall mean, for purposes of this letter, willful misconduct by you relating to your duties tothe Company, or willful failure by you to perform your responsibilities to the Company asdetermined by the Company in good faith. No act or failure to act by you shall be consideredwillful unless it is done, or omitted to be done, in bad faith or without a reasonable belief by youthat your actions or omissions were in the best interests of the Company. "Good Reason" shallmean, for purposes of this letter, the occurrence of any of the following events without your priorwritten consent: (i) a reduction in your base salary or total target compensation of more than 5%;(ii) a material diminution in your duties, authority or responsibilities; (iii) a material relocation; or(iv) a material breach of this letter, including the Agreement (as defined below); vii.If there is a Change In Control (as defined below) in the company, fifty percent (50%) of any ofyour then unvested outstanding options (or other equity) will immediately become vested andexercisable. In addition, if within one (1} year after a Change of Control your employment isterminated by the Company or any successor company without "cause" (as defined above) or youterminate your employment for "good reason" (as defined above), then the remainder of yourunvested options {or other equity) will become immediately vested and exercisable. For theavoidance of doubt, "Change of Control" means the sale of all or substantially all the stock orassets of Company through a merger, consolidation or acquisition of the Company with, by or intoanother corporation, entity or person; or any change in the ownership of more than fifty percent(50%) of the voting capital stock of Company in one or more related transactions. A merger orconsolidation of the company means that the shareholders of the Company hold less than 50% ofthe shares in the resulting entity on completion of the transaction. viii.You will be eligible for four weeks of vacation annually in addition to other benefits available toemployees for sick and holiday time which will be pro-rated for the remainder of the fiscal year. Your employment relationship with Mimecast will be 'at-will', meaning that you are free to resign from,and Mimecast is free to terminate, your employment at any time for any reason, with or withoutnotice. Nothing in this offer letter shall be construed to alter this 'at-will' employment relationship.Your acceptance of this offer ('Offer Letter') is subject to your signature on a 'Confidentiality and Non-Disclosure (Agreement), which will be provided to you under separate cover. No prior promises,discussions, representations, or other understandings relative to terms or conditions of youremployment are to be considered part of this agreement unless expressed in writing in this Offer Letterand the Agreement. mimecastMimecast reserves the right to conduct background and reference checks and your employment iscontingent on satisfactory results of those checks. Upon acceptance, we will provide you with the newhire paperwork and an 1-9 form, which is required by the government to verify employment eligibility.Noted on the back of the 1-9 are lists of acceptable documents for this purpose. The appropriatedocuments must be presented when you report to work, since we will be unable to process youremployment paperwork without them.Karen, we are very excited to have you join our growing team and I believe you can be extremelysuccessful with us. If you have any questions please do not hesitate to call me at (telephone numberintentionally omitted). Otherwise, please confirm your acceptance of this offer of employment and startdate by email to me at pbauer@mimecast.com.We are confident that with your background and skills, you will have an immediate positive impact onour organization. Sincerely,/s/ Peter BauerPeter BauerChief Executive Officer Accepted by: /s/ Karen AndersonDate: October X, 2018 Exhibit 10.40SECOND AMENDMENT TO LEASE SECOND AMENDMENT TO LEASE dated as of this 26 day of March, 2019 (the “Second Amendment EffectiveDate”) by and between 191 SPRING STREET TRUST u/d/t dated May 6, 1985, as the same may have been amended (“Landlord”),and MIMECAST NORTH AMERICA, INC., a Delaware corporation (“Tenant”). RECITALS By Lease dated February 17, 2017 (the “Lease”), Landlord did lease to Tenant and Tenant did hire and lease from Landlordcertain premises containing 79,145 square feet of Rentable Floor Area in the building known as and numbered 191 Spring Street,Lexington, Massachusetts (the “Building”) and consisting of (i) the entire third (3rd) floor of the Building containing 49,523 squarefeet of Rentable Floor Area, and (ii) a portion of the second (2nd) floor of the Building containing approximately 29,622 square feet ofRentable Floor Area (referred to collectively herein as the “Initial Premises”). By First Amendment to Lease dated as of August 8, 2018 (the “First Amendment”), Landlord and Tenant increased thesize of the Premises by adding thereto an additional 20,848 square feet of Rentable Floor Area located on the second (2nd) floor of theBuilding, which space is shown on Exhibit D attached to the Lease (the “Additional 2nd Floor Premises,” and together with theInitial Premises, the “Premises”), upon the terms and conditions set forth in the First Amendment.Landlord and Tenant have agreed to certain matters related to (i) the potential construction of a new surface parking area onLot 2 (as defined in the Lease), and (ii) a potential arrangement that would allow Tenant to park automobiles in the existing parkingareas on the property owned by the Chinese Bible Church of Greater Boston (“CBCGB”) that abuts the Site (as defined in the Lease)and is more particularly shown on Exhibit A attached hereto (the “CBCGB Property”), and Landlord and Tenant are entering intothis instrument to set forth said agreement and to otherwise amend the Lease as set forth herein. NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration in hand this datepaid by each of the parties to the other, the receipt and sufficiency of which are hereby severally acknowledged, and in furtherconsideration of the mutual promises herein contained, Landlord and Tenant hereby agree to and with each other as follows: 1.Existing Parking Conditions. Landlord and Tenant acknowledge and agree that Tenant has the right to use theTotal Number of Tenant’s Lot 2 Surface Parking Spaces (being 421 parking spaces as of the date hereof) subject to the terms andconditions of Section 2.2.1 of the Lease and that as of the date hereof a total of 413 parking spaces are available to Tenant for such usein the Lot 2 Surface Parking Spaces. In connection therewith, Landlord and Tenant hereby agree that Landlord shall use commerciallyreasonable efforts to create eight (8) additional parking spaces in the Lot 2 Surface Parking by restriping a portion of the existingparking spaces in Lot 2 Surface Parking, striping new parking spaces within the Lot 2 Surface Parking, or a combination thereof, asdetermined by Landlord in its reasonable discretion, and if after using commercially1 S:\Legal\Lexington\181-201 Spring Street\Amendments\ reasonable efforts Landlord is not able to create a total of eight (8) additional parking in the Lot 2 Surface Parking (any number of sucheight (8) additional parking spaces not created, hereinafter referred to as the “Remaining Parking Spaces”), then Landlord shallcontribute Landlord’s Parking Contribution (as hereinafter defined) towards the Parking Costs (as hereinafter defined) in accordancewith Section 7(a) below; provided, however, that if Tenant elects not to proceed with either of the Parking Options (as hereinafterdefined), then Landlord shall, at Landlord’s sole cost and expense, make the Remaining Parking Spaces available for Tenant’s use byinstituting a so-called valet parking program or by implementing such other alternative parking options as reasonably determined byLandlord. 2.CBCGB Parking. Landlord and Tenant shall use commercially reasonable efforts to enter into an agreement (the“CBCGB Parking Agreement”) by and between Landlord, Tenant, and CBCGB, the terms and conditions of which shall bemutually acceptable to Landlord and Tenant each in their reasonable discretion, pursuant to which (x) CBCGB grants Tenant the rightto park approximately one hundred and one (101) vehicles in the parking area on the CBCGB Property, and (y) CBCGB grantsLandlord the right, but not the obligation, to construct a new connection between the parking areas on the CBCGB Property and theSite which may include pedestrian and vehicular connections (such connection as mutually agreed upon in the CBCGB ParkingAgreement, the “CBCGB Connector”), subject to Landlord obtaining all CBCGB Connector Approvals (as hereinafter defined). Iffor any reason whatsoever, the CBCGB Parking Agreement is not fully executed by Landlord, Tenant, and CBCGB on or before thedate that is twelve (12) months from the Second Amendment Effective Date (the “Outside Parking Approvals Date”), then Landlordand Tenant shall each be released from any obligation to further pursue the CBCGB Parking Agreement pursuant to this SecondAmendment. Following the full execution and delivery of the CBCGB Parking Agreement, Landlord shall use commerciallyreasonable efforts to obtain all necessary approvals (the “CBCGB Connector Approvals”) required to construct the CBCGBConnector, including, without limitation, all building and other permits and governmental approvals required to construct the CBCGBConnector. 3.Lot 2 Parking Approvals. Landlord shall use commercially reasonable efforts to obtain all necessary approvals(the “Lot 2 Parking Approvals,” which together with the CBCGB Connector Approvals are hereinafter collectively referred to as the“Parking Approvals”) required to construct a new surface parking area on the Site containing approximately eighty-three (83) newspaces and substantially in the location shown on Exhibit B attached hereto (such parking addition hereinafter referred to as the “Lot 2Parking Addition”), including, without limitation, all building and other permits and governmental approvals required to construct theLot 2 Parking Addition. 4.Parking Approvals Period. If for any reason whatsoever, Landlord is unable to obtain the Parking Approvals onor before the Outside Parking Approvals Date, then (i) Landlord shall be released from any obligation to further pursue or construct theParking Options (as hereinafter defined) pursuant to this Second Amendment, and (ii) any costs incurred by Landlord in connectionwith pursuing the Parking Approvals shall be borne by Landlord at Landlord’s sole cost and expense. Furthermore, if at any time priorto the Outside Parking Approvals Date Landlord reasonably believes that any or all of the Parking Approvals will be denied ordisapproved, Landlord shall be entitled, upon written notice to Tenant, to elect to cease its efforts to obtain the Parking Approvals, inwhich case (x) Landlord shall be released from the obligation to further pursue or construct the Parking Options pursuant to thisSecond Amendment, and (y) any costs incurred by Landlord in connection with pursuing the Parking Approvals shall be borne byLandlord at Landlord’s sole cost and expense.2 S:\Legal\Lexington\181-201 Spring Street\Amendments\ 5.Tenant Selection of Parking Options. Subject to Landlord first obtaining all necessary Parking Approvals,Tenant shall have the right to direct Landlord to (x) construct the Lot 2 Parking Addition (sometimes hereinafter referred to as “OptionA”), and (y) construct the CBCGB Connector (sometimes hereinafter referred to as “Option B”), subject to the terms and conditionsset forth in this Section 5. Option A and Option B are each hereinafter sometimes referred to individually as a “Parking Option” andtogether as the “Parking Options”. a.Parking Cost & Schedule Notice. Within thirty (30) days of obtaining all necessary Parking Approvals,Landlord shall provide Tenant with a written notice (the “Parking Cost & Schedule Notice”) that sets forth (x) Landlord’sestimate of the total cost of all work necessary to complete Option A (the “Option A Work”), which shall include any costsalready incurred by Landlord in connection with obtaining the Lot 2 Parking Approvals, and Landlord’s estimated schedulefor completing the Option A Work, and (y) Landlord’s estimate of the total cost of all work necessary to complete Option B(the “Option B Work”), which shall include any costs already incurred by Landlord in connection with obtaining theCBCGB Connector Approvals, and Landlord’s estimated schedule for completing the Option B Work. i.Current Cost Estimate. Landlord’s preliminary estimate of the cost of the Option AWork and the Option B Work is $1,000,00.00 and $615,000.00 respectively (together, “Landlord’sPreliminary Cost Estimate”). Tenant hereby acknowledges and agrees that Landlord’s PreliminaryCost Estimate is a non-binding estimate only and that any variance no matter how great betweenLandlord’s Preliminary Cost Estimate and the costs included in the Parking Cost & Schedule Noticeshall have no impact whatsoever on Tenant’s or Landlord’s obligations under this Second Amendment. b.Tenant Parking Election Notice. Tenant shall have the right, exercisable upon written notice (“Tenant’sParking Election Notice”) given to Landlord not later than thirty (30) days, time being of the essence, after receipt of theParking Cost & Schedule Notice to elect (i) to proceed with Option A only, (ii) to proceed with Option B only, (iii) toproceed with both Option A and Option B, or (iv) to reject the Parking Cost & Schedule Notice; provided, however, that asa condition precedent to Tenant’s exercise of its rights pursuant to the preceding clause (i), (ii) or (iii), Tenant must deliver toLandlord together with Tenant’s Parking Election Notice good funds in an amount equal to Two Hundred Thousand and00/100 Dollars ($200,000.00) (“Tenant’s Initial Parking Contribution”), which shall be held and applied by Landlordpursuant to Sections 6(b), 6(c), and 7(b) below. If Tenant fails timely to give Tenant’s Parking Election Notice within suchthirty (30) day period, then Tenant shall be deemed to have rejected the Parking Cost & Schedule Notice. If Tenant timelydelivers Tenant’s Parking Election Notice pursuant to clause (i), (ii) or (iii) of this Section 5(b), the Parking Option orParking Options, as applicable, selected by Tenant in such Parking Election Notice shall hereinafter be referred to as the“Selected Parking Option” and all work necessary to complete the Selected Parking Option shall hereinafter be referred toas the “Selected Parking Work”.3 S:\Legal\Lexington\181-201 Spring Street\Amendments\ c.Parking Cost & Schedule Notice Rejection. If Landlord obtains the Parking Approvals and Tenantrejects or is deemed to have rejected the Parking Cost & Schedule Notice pursuant to Section 5(b) above, then (x) Landlordshall be released from the obligation to further pursue or construct the Parking Options pursuant to this Second Amendment,and (y) Tenant agrees to pay to Landlord, as Additional Rent, all actual, reasonable costs incurred by Landlord in connectionwith pursuing the Parking Approvals and preparing the Parking Cost & Schedule Notice (the “Landlord’s Pre-Construction Costs”), up to a maximum of Two Hundred Thousand and 00/100 Dollars ($200,000.00) (the “ApprovalsCap”), within thirty (30) days after being billed therefor. Furthermore, if Tenant timely delivers Tenant’s Parking ElectionNotice that elects to proceed with one but not both of the Parking Options, then Tenant agrees to pay to Landlord, asAdditional Rent, all costs incurred by Landlord in connection with pursuing the Parking Approvals and preparing theParking Cost & Schedule Notice solely with respect to the Parking Option that Tenant did not elect to proceed with, up to amaximum of One Hundred Thousand and 00/100 Dollars ($100,000.00). 6.Completion of Selected Parking Work. a.If Landlord obtains the Parking Approvals and Tenant timely delivers Tenant’s Parking Election Noticepursuant to clause (i), (ii) or (iii) of Section 5(b) above, then, subject to Sections 6(b) and 6(c) below, Landlord shall usecommercially reasonable speed and diligence to complete the Selected Parking Work within six (6) months followingLandlord’s receipt of Tenant’s Parking Election Notice; provided, however, that Landlord shall not be liable to Tenant forfailure to complete the Selected Parking Work within such six (6) month period so long as Landlord has used commerciallyreasonable speed and diligence as aforesaid. In addition, it is acknowledged and agreed that Landlord will be performing theSelected Parking Work on the Site while Tenant is in occupancy of the Premises, and accordingly, Landlord and Tenantagree to cooperate with each other in good faith to insure that the Selected Parking Work can be undertaken in an efficientand cost-effective manner and so as to minimize any unreasonable interference with Tenant’s business operations in thePremises or Tenant’s use of the Lot 2 Surface Parking pursuant to Section 2.2.1 of the Lease (consistent with the nature ofthe work being performed). b.If at any time prior the date that Landlord commences construction of the Selected Parking Workpursuant to Section 6(a) above Landlord’s then current budget for the Selected Parking Work exceeds the estimated costsincluded in the Parking Cost & Schedule Notice by more than fifteen percent (15%), then Landlord shall give Tenant writtennotice of such increased costs (the “Updated Cost Notice”). Tenant shall have the right, exercisable upon written notice(“Tenant’s Parking Revocation Notice”) given to Landlord not later than ten (10) days after receipt of the Updated CostNotice to revoke Tenant’s Parking Election Notice, time being of the essence. If Tenant fails to timely deliver Tenant’sParking Revocation Notice, then Tenant shall be deemed to have irrevocably waived its right to revoke Tenant’s ParkingElection Notice pursuant to this Section 6(b). If Tenant timely delivers Tenant’s Parking Revocation Notice, then (x)Tenant’s Parking Election Notice shall be deemed null and void and Tenant shall be4 S:\Legal\Lexington\181-201 Spring Street\Amendments\ deemed to have rejected the Parking Cost & Schedule Notice, (y) Landlord shall be released from the obligation to furtherpursue or construct the Selected Parking Work pursuant to this Second Amendment, and (z) (i) Landlord shall be entitled toretain, as Additional Rent, a portion of Tenant’s Initial Parking Contribution in an amount equal to the sum of Landlord’sPre-Construction Costs plus any additional costs incurred by Landlord in pursuing the Selected Parking Work after receipt ofTenant’s Parking Election Notice, (ii) Landlord shall refund the remaining balance (if any) of Tenant’s Initial ParkingContribution to Tenant within thirty (30) days following receipt of Tenant’s Parking Revocation Notice, and (iii) in the eventsuch costs incurred by Landlord exceed the amount of Tenant’s Initial Parking Contribution, then Tenant shall pay suchexcess to Landlord, as Additional Rent, within thirty (30) days of billing therefor. c.If at any time after Landlord commences construction of the Selected Parking Work pursuant to Section6(a) above Landlord’s then current budget for the Selected Parking Work exceeds the estimated costs included in theParking Cost & Schedule Notice by more than twenty-five percent (25%), then Landlord shall give Tenant written notice ofsuch increased costs (the “Updated Construction Cost Notice”). Tenant shall have the right, exercisable upon writtennotice (“Tenant’s Construction Notice”) given to Landlord not later than three (3) business days after receipt of theUpdated Construction Cost Notice to direct Landlord to cease further construction of the Selected Parking Work, time beingof the essence. If Tenant fails to timely deliver Tenant’s Construction Notice, then Tenant shall be deemed to haveirrevocably waived its right to direct Landlord to cease further construction of the Selected Parking Work pursuant to thisSection 6(c). If Tenant timely delivers Tenant’s Construction Notice, then (x) Landlord shall be released from the obligationto further pursue or construct the Selected Parking Work pursuant to this Second Amendment, (y) Landlord shall restore theSite to a condition as determined by Landlord in its reasonable discretion (the “Site Restoration Work”), and (z) (i)Landlord shall be entitled to retain, as Additional Rent, a portion of Tenant’s Initial Parking Contribution in an amount equalto the sum of Landlord’s Pre-Construction Costs plus additional costs incurred by Landlord in connection with the SelectedParking Work completed to date and the Site Restoration Work, (ii) Landlord shall refund the remaining balance (if any) ofTenant’s Initial Parking Contribution to Tenant within thirty (30) days following completion of the Site Restoration Work,and (iii) in the event such costs incurred by Landlord exceed the amount of Tenant’s Initial Parking Contribution, thenTenant shall pay such excess to Landlord, as Additional Rent, within thirty (30) days of billing therefor. 7.Cost of Selected Parking Work. Except as otherwise expressly set forth in Sections 6(b) and 6(c) above, the totalcost of the Selected Parking Work (the “Parking Costs”) shall be borne by Landlord and Tenant in accordance with this Section 7. a.Landlord’s Parking Contribution. First, if there are any Remaining Parking Spaces pursuant to Section 1above, then Landlord shall apply Landlord’s Parking Contribution (as hereinafter defined) towards the Parking Costs.Landlord’s Parking Contribution shall be an amount equal to the product of (x) the Parking Costs, and (y) a fraction, thenumerator of which is the Remaining Parking Spaces and the denominator of5 S:\Legal\Lexington\181-201 Spring Street\Amendments\ which is the total number of spaces included in the Selected Parking Work. Landlord shall be under no obligation to applyany portion of Landlord’s Parking Contribution for any purposes other than as provided in this Section 7(a). Further,Landlord’s Parking Contribution shall only be applied towards the Parking Costs and in no event shall Landlord be requiredto make application of any portion of Landlord’s Parking Contribution towards Tenant’s personal property, trade fixtures ormoving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or anypartner or affiliate of Tenant. b.Tenant’s Initial Parking Contribution. If the Parking Costs exceed the amount of Landlord’sContribution (if any), then Landlord shall apply Tenant’s Initial Parking Contribution towards the Parking Costs. If theremaining Parking Costs are less than Tenant’s Initial Parking Contribution, then Landlord shall refund any such unusedportion of Tenant’s Initial Parking Contribution to Tenant within thirty (30) days following substantial completion of theSelected Parking Work. c.Tenant Parking Allowance. If the Parking Costs exceed an amount equal to the sum of (x) Tenant’sInitial Parking Contribution, plus (y) Landlord’s Parking Contribution (if any), then Landlord shall use and apply theAvailable Landlord Contribution (if any) and the Available Additional 2nd Floor Premises Allowance (if any) (each ashereinafter defined) solely on account of such remaining balance of the Parking Costs if and to the extent such costs areattributable to Option A Work, subject to the terms and conditions set forth in this Section 7(c). For the avoidance of doubt,the parties acknowledge and agree that in no event shall any portion of the Available Landlord Contribution or the AvailableAdditional 2nd Floor Premises Allowance be applied towards any Parking Costs that are attributable to the cost of Option BWork. i.Pursuant to Section 1.6 of Exhibit B-1 of the Lease, Landlord agreed to provide to Tenant acertain Landlord’s Contribution (as defined in such Exhibit B-1) to be used and applied by Landlord towards thetotal costs of the Tenant Improvement Work (as defined in the Lease). Landlord shall use and apply any unusedportion of Landlord’s Contribution (any such unused portion, hereinafter referred to as the “Available LandlordContribution”) solely on account of Parking Costs that are attributable to Option A Work; provided, however,that (i) the Available Landlord Contribution applied towards such Parking Costs shall be applied in accordancewith and subject to the requirements of Section 7(c)(iii) below, (ii) in no event shall the aggregate total ofLandlord’s Contribution provided by Landlord to Tenant on account of the Tenant Improvement Work and suchParking Costs exceed Five Million Five Hundred Forty Thousand One Hundred Fifty and 00/100 Dollars($5,540,150.00), and (iii) in no event shall the aggregate amount of Landlord’s Contribution provided byLandlord to Tenant on account of the Tenant Improvement Work and such Parking Costs that may be appliedtowards soft costs for architectural and engineering fees exceed One Million One Hundred Eighty-SevenThousand One Hundred Seventy-Five and 00/100 Dollars ($1,187,175.00). 6 S:\Legal\Lexington\181-201 Spring Street\Amendments\ ii.Pursuant to Section 5(B) of the First Amendment, Landlord agreed to provide to Tenant acertain Additional 2nd Floor Premises Tenant Allowance (as defined in the First Amendment) to be used andapplied by Tenant towards the total costs of the Tenant’s Additional 2nd Floor Premises Work (as defined in theFirst Amendment). Landlord shall use and apply any unused portion of the Additional 2nd Floor Premises TenantAllowance (any such unused portion, hereinafter referred to as the “Available Additional 2nd Floor PremisesAllowance”) solely on account of Parking Costs that are attributable to Option A Work; provided, however, that(i) the Available Additional 2nd Floor Premises Tenant Allowance applied towards the cost of such Parking Costsshall be applied in accordance with and subject to the requirements of Section 7(c)(iii), (ii) in no event shall theaggregate total of the Additional 2nd Floor Premises Tenant Allowance provided by Landlord to Tenant onaccount of the Tenant’s Additional 2nd Floor Premises Work and such Parking Costs exceed One Million ThreeHundred Thirty-Seven Thousand Eight Hundred Sixteen and 16/100 Dollars ($1,337,816.16), and (iii) in noevent shall the aggregate amount of the Additional 2nd Floor Premises Tenant Allowance provided by Landlord toTenant on account of the Tenant’s Additional 2nd Floor Premises Work and such Parking Costs that may beapplied towards soft costs for architectural and engineering fees exceed Two Hundred Eighty-Six Thousand SixHundred Sixty and 00/100 Dollars ($286,660.00). iii.The Available Landlord’s Contribution and the Available Additional 2nd Floor PremisesAllowance are hereinafter collectively referred to as the “Parking Allowance.” Landlord shall be under noobligation to apply any portion of the Parking Allowance for any purposes other than as provided in this Section7(c). In addition, in the event that (i) Tenant is in default under the Lease or (ii) there are any liens which are notbonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building orthe Site arising out of any work performed by Tenant (it being acknowledge and agreed for these purposes that theSelected Parking Work being performed by Landlord shall not be considered “work performed by Tenant”) orany litigation in which Tenant is a party and which would result in a lien against Landlord’s or Tenant’s interest inthe Lease or the Building, then, from and after the date of such event (“Event”), from and after the date of suchEvent, Landlord shall have no further obligation to fund any portion of the Parking Allowance and Tenant shallbe obligated to pay, as Additional Rent, all remaining Parking Costs in excess of that portion of the ParkingAllowance applied by Landlord through the date of the Event, subject to reimbursement by Landlord after thecondition giving rise to the Event has been cured or otherwise rectified to Landlord’s reasonable satisfaction.Further, the Parking Allowance shall only be applied towards the Parking Costs attributable to Option A Workand in no event shall Landlord be required to make application of any portion of the Parking Allowance towardsTenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead,management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the remainingbalance of the Parking Costs after the application of (x) Tenant’s Initial Parking Contribution, and (y) Landlord’sParking Contribution7 S:\Legal\Lexington\181-201 Spring Street\Amendments\ (if any), is less than the Parking Allowance, Tenant shall not be entitled to any payment or credit nor shall there beany application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease;provided, however, that nothing contained in this Section 7(c)(iii) shall prohibit any unused portion of the ParkingAllowance from being applied towards the cost of the Tenant Improvement Work and/or Tenant’s Additional 2ndFloor Premises Work subject to all of the terms and conditions of Pursuant to Section 1.6 of Exhibit B-1 of theLease and Section 5(B) of the First Amendment, as applicable. d.Parking Excess Costs. If the Parking Costs exceed an amount equal to the sum of (x) Tenant’s InitialParking Contribution, plus (y) Landlord’s Parking Contribution (if any), plus (z) the Parking Allowance (if any), then anysuch excess costs shall hereinafter be defined as the “Parking Excess Costs” and shall be payable by Tenant to Landlord, ashereinafter set forth. To the extent, if any, that there are Parking Excess Costs, Tenant shall pay to Landlord, as AdditionalRent, within thirty (30) days after billing therefor, from time to during performance of the Selected Parking Work after theTenant’s Initial Parking Contribution (if any) and Landlord’s Parking Contribution have both been exhausted, in theproportion that the Parking Excess Costs bear to the amount by which the Parking Costs exceed the sum of (x) Tenant’sInitial Parking Contribution, plus (y) Landlord’s Parking Contribution. In the event that the amount of the Parking Costs ischanged during the course of the performance of the Selected Parking Work, then Landlord shall notify Tenant and theforegoing proportion shall be adjusted accordingly. 8.Capitalized Terms. Except as otherwise expressly provided herein, all capitalized terms used herein withoutdefinition shall have the same meanings as are set forth in the Lease. 9.Ratification. Except as herein amended the Lease shall remain unchanged and in full force and effect. Allreferences to the “Lease” shall be deemed to be references to the Lease as amended by the First Amendment and as herein amended. 10.Authority. Each of Landlord and Tenant hereby represents and warrants to the other that all necessary action hasbeen taken to enter this Second Amendment and that the person signing this Second Amendment on its behalf has been dulyauthorized to do so. 11.Electronic Signatures. The parties acknowledge and agree that this Second Amendment may be executed byelectronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as anoriginal signature. Without limitation, “electronic signature” shall include faxed versions of an original signature or electronicallyscanned and transmitted versions (e.g., via pdf) of an original signature. [Signatures on Following Page] 8 S:\Legal\Lexington\181-201 Spring Street\Amendments\ EXECUTED as of the date and year first above written. WITNESS:LANDLORD: /s/ Illegible 191 SPRING STREET TRUST u/d/t dated May 6, 1985,Recorded with the Middlesex South District Registry ofDeeds in Book 16197, Page 583, as amended By: /s/ Patrick Mulvihill Patrick Mulvihill, For the Trustees of 191 Spring StreetTrust, Pursuant to Written Delegation, but not individually TENANT: ATTEST: MIMECAST NORTH AMERICA, INC., a Delaware corporation /s/ Jennifer Faulkner By:/s/ Robert P. Nault Name:Robert P. Nault Title:SVP & General Counsel The undersigned, as guarantor of Tenant’s obligations under the Lease pursuant to Guaranty of Lease dated February 17, 2017 (the“Guaranty”), hereby consents to the terms contained in this Second Amendment and acknowledges and agrees that, notwithstandingthis Second Amendment, the Guaranty shall remain in full force and effect in accordance with the terms thereof. GUARANTOR: MIMECAST LIMITED, a company registeredin the Bailiwick of Jersey By: /s/ Peter BauerName: Peter BauerTitle: CEODate: 3/26/19 9 S:\Legal\Lexington\181-201 Spring Street\Amendments\ EXHIBIT A CBCGB Property 10 S:\Legal\Lexington\181-201 Spring Street\Amendments\ EXHIBIT B Lot 2 Parking Addition 11 S:\Legal\Lexington\181-201 Spring Street\Amendments\ Exhibit 10.41 Execution version 29 March 2019 B.L.C.T. (PHC 15A) LIMITEDandMIMECAST SERVICES LIMITEDandMIMECAST LIMITED 1 FINSBURY AVENUE, LONDON EC2LEASE OF 3RD FLOOR Herbert Smith Freehills LLP 11/44005637_151UKMATTERS:45919740.1 TABLE OF CONTENTS 1INTERPRETATION12DEMISE HABENDUM AND REDDENDUM93TENANT'S COVENANTS10 Rent10 Outgoings10 Water gas and electricity charges and equipment11 Repair11 Decoration and maintenance12 Yield up12 Landlord's rights of entry12 Compliance with notices to remedy13 Improvements and alterations13 Notices of a competent authority16 To comply with enactments16 To comply with town planning legislation etc17 User permitted17 User prohibited18 Alienation absolutely prohibited18 Assignment permitted19 Underletting permitted20 Registration23 Not to display advertisements23 Insurance23 Notice of damage23 Landlord's costs24 VAT24 Regulations affecting the Premises25 Obstructions and encroachments25 Covenants and provisions affecting the Landlord's title26 Operation of plant and equipment26 Obligations relating to entry and services26 Registration26 Energy performance certificates27 Bicycle Spaces274LANDLORD'S COVENANTS28 Quiet enjoyment28 Insurance28 Landlord's obligations in relation to insurance29 Reinstatement29 Obligations relating to Services for the Tenant30 Building Defects30 Head Lease rents31 Retail Units31 11/44005637_152UKMATTERS:45919740.1 5PROVISOS31 Re-entry31 Suspension of rent33 Damage before Rent Commencement Date33 Determination if damage or destruction33 Roof Terrace35 Warranty as to use35 Service of notices35 Apportionment35 Exclusions of Landlord's liability36 Removal of property36 VAT37 Sharing of information376SURETY377CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999378DETERMINATION379RIGHT TO RENEW3810GOVERNING LAW AND JURISDICTION39FIRST SCHEDULE - The Premises41SECOND SCHEDULE42 Part I Rights granted42 Part II Rights excepted and reserved45THIRD SCHEDULE - Review of Principal Rent47FOURTH SCHEDULE - Matters to which the demise is subject51FIFTH SCHEDULE - The Service Charge52SIXTH SCHEDULE57 Part I Building Services57 Part II Estate Services58 Part III Incidental costs and expenses to be included in the Service Cost60SEVENTH SCHEDULE - Surety's Covenant64EIGHTH SCHEDULE66 Appendices:Appendix A: PlansAppendix B: Base Building DefinitionAppendix C: Occupier Fit-Out GuideAppendix D: SpecificationAppendix E: Reception Side LetterAppendix F: Western Terrace Side LetterAll appendices have been intentionally omitted. 11/44005637_153UKMATTERS:45919740.1 LAND REGISTRY PARTICULARS LR1. Date of Lease29 March 2019LR2. Title number(s): LR2.1 Landlord's title number(s)NGL770398LR2.2 Other title numbers LR3. Parties to this LeaseLandlord B.L.C.T. (PHC 15A) LIMITED (company registration number 76075 (Jersey)) whoseregistered office is at 47 Esplanade, St Helier, Jersey JE1 0BD c/o York House, 45Seymour Street, London W1H 7LX (the "Landlord").TenantMIMECAST SERVICES LIMITED (company registration number 04901524) whoseregistered office is at 6th Floor, CityPoint, One Ropemaker Street, London EC2Y 9AW(the "Tenant"). Other parties MIMECAST LIMITED (company registration number 119119 (Jersey)) whoseregistered office is at 22 Grenville Street, St Helier, Jersey JE4 8PX c/o 6th Floor,CityPoint, One Ropemaker Street, London EC2Y 9AW (the "Surety").LR4. PropertyIn the case of a conflict between this clause and the remainder of this Leasethen, for the purposes of registration, this clause shall prevail.The property defined as "Premises" in Part 1 of the Particulars to this Lease.LR5. Prescribed statements etc: LR5.1 Statements prescribed under rules 179(dispositions in favour of a charity), 180(dispositions by a charity) or 196 (leasesunder the Leasehold Reform, Housing andUrban Development Act 1993) of the LandRegistration Rules 2003None.LR5.2 This lease is made under, or by referenceto, provisions of:Not applicable.LR6. Term for which the Property is leasedThe term as specified in Part 1 of the Particulars to this Lease. 11/44005637_154UKMATTERS:45919740.1 LR7. PremiumNone.LR8. Prohibitions or restrictions on disposing ofthis LeaseThis lease contains a provision that prohibits or restricts dispositions.LR9. Rights of acquisition etc: LR9.1 Tenant's contractual rights to renew thisLease, to acquire the reversion or anotherlease of the Property, or to acquire aninterest in other landThe right set out in clause 9 of this Lease.LR9.2 Tenant's covenant to (or offer to) surrenderthis LeaseNone.LR9.3 Landlord's contractual rights to acquirethis LeaseNone.LR10. Restrictive covenants given in this Leaseby the Landlord in respect of land otherthan the PropertyThe covenants set out in clauses 4.13 and 4.14 of this Lease.LR11. Easements: LR11.1 Easements granted by this Lease for thebenefit of the PropertyThe easements set out in Part I of the Second Schedule to this Lease.LR11.2 Easements granted or reserved by thisLease over the Property for the benefit ofother propertyThe easements set out in Part II of the Second Schedule to this Lease.LR12. Estate rent charge burdening the PropertyNone.LR13. Application for standard form of restrictionNone.LR14. Declaration of trust where there is morethan one person comprising the TenantNone. 11/44005637_155UKMATTERS:45919740.1 PARTICULARS PART 1 "Premises"The third floor of the Building being the premises described in the First Schedule together withall alterations, additions and improvements thereto other than Tenant's or trade fixtures andfittings"Term Commencement Date"means 4 March 2019"Contractual Term"Fifteen years from and including the Term Commencement Date"Principal Rent"£2,324,071 per annum (subject to review in accordance with the provisions of the ThirdSchedule)"Rent Commencement Date"means 4 March 2020"Review Dates"means 4 March 2024 and every fifth anniversary of that date during the Contractual Term andany date stipulated under paragraph 8 of the Third Schedule"Permitted Use"High class offices and for ancillary purposes within paragraph (a) of Class B1 of the Town andCountry Planning (Use Classes) Order 1987 (here meaning the 1987 Order and not anysubsequent modification or re-enactment thereof notwithstanding the provisions of clause 1.3) PART 2 Term Expiry Date3 March 2034Landlord's option to breakNoneTenant's option to break4 March 2029Landlord and Tenant Act 1954Not excludedInterest on late payments2% above base rateInterest on shortfall of rent review0% above base rate 11/44005637_156UKMATTERS:45919740.1 UNDERLEASE (referred to throughout as "this Lease")DATED 29 March 2019BETWEEN(1)B.L.C.T. (PHC 15A) LIMITED (the "Landlord")(2)MIMECAST SERVICES LIMITED (the "Tenant")(3)MIMECAST LIMITED (the "Surety")WITNESSETH as follows:1INTERPRETATIONIn this Lease:1.1The following expressions shall have the following meanings:Actmeans any Act of Parliament now or hereafter to be passed and includes anyinstrument, order or regulation or other subordinate legislation deriving validity fromany Act of ParliamentAgreement for Leasemeans the agreement for lease dated 2 January 2018 made between (1) BluebuttonDeveloper Company (2012) Limited (2) the Landlord (3) Bluebutton Properties UKLimited (4) the Tenant and (5) the Surety and any amendments or variations theretoapproved and authorisedmean approved or authorised in writing by the LandlordAssociated Entitymeans independent contractors employed by the Tenant in connection with theservices the contractors are providing to the Tenant in relation to the Premises andother bodies, professional advisers and entities and which facilitate the operation ofthe Tenant's business at the PremisesBase Building Definitionmeans the base building definition applying to the Building attached at Appendix BBuildingmeans the land and buildings known as 1 Finsbury Avenue, London EC2 shownedged red on Plan 1 and includes (without limitation) the Foundations and ServicesBuilding Servicesmeans the services and amenities to be provided by the Landlord for the benefit ofthe Building (or some part or parts thereof) (but being for the benefit of the tenants ofthe Building as a whole) as are set out in Part I of the Sixth Schedule and such otherservices and amenities as are consistent with the management of a high class officebuilding which the Landlord may from time to time reasonably require should beprovided or carried out for the benefit of the tenants of the Building as a wholeCILmeans community infrastructure levy under the Planning Acts and any charge, levy,tax or imposition substituted for it and including related interest, penalties,surcharges, liabilities and costs of compliance 11/44005637_151UKMATTERS:45919740.1 Common Facilitiesmeans each and every part or parts of the Building (other than Landlord's ServicesEquipment) which are from time to time provided by the Landlord (acting reasonably)for common or general use by or for the benefit of the Tenant and other tenants,licensees and occupiers of the Building, their employees, agents, servants, licenseesand customers and all others authorised by the Landlord including (but without limitingthe generality of the foregoing) entrance lobbies, lift lobbies, goods lifts, loading bays,lifts, escalators, staircases, corridors, passageways, accessways, communal plantrooms and lavatories, showers and locker rooms and water closet accommodationcompanymeans a body corporate wheresoever incorporatedconsent of the Landlordmeans a consent in writing signed by the LandlordDesign Standardsmeans the level of services (including electricity supply) which the Landlord'sServices Equipment are designed to supply to the Premises (brief details of whichare set out in the Specification) and as the same may be increased from time to timewith, if the increase is to increase a cost to the Tenant, the consent of the Tenant(such consent not to be unreasonably withheld or delayed)Electricity Costmeans the actual cost of the provision of electricity to the Premises for consumptionby the Tenant in accordance with the Landlord's covenant contained at clause 4.6being the measured proportion as reasonably determined by the Landlord of theactual or total cost of the provision of electricity to the areas of the Building let orintended to be let from time to time which proportion shall be based upon readingstaken in such manner and at such times as the Landlord shall from time to timedetermine (acting reasonably) of the check meters relating to the Premises and otherparts of the Building from time to time installed and where estimated shall be subjectto annual reconciliationEnergy Costsmeans any taxes, levies, charges (except for sums payable to utilities suppliers) orassessments (whether parliamentary, parochial, local or of any other description)properly and reasonably paid by the Landlord or by a Group Company of the Landlordand/or any credits, allowances or permits properly and reasonably purchased by theLandlord or by a Group Company of the Landlord in each case relating to theconsumption of energy or emission of greenhouse gases by or from or supply ofenergy to the properties of the Landlord and/or any Group Company of the Landlordfrom time to time and including but without limitation all proper and reasonable costsand payments properly and reasonably incurred pursuant to or in connection with theScheme 11/44005637_152UKMATTERS:45919740.1 Energy Levymeans a fair and reasonable proportion of the Energy Costs that are directly incurredunder the Scheme in respect of any Scheme Year wholly in connection with or inrelation to the supply of energy to the Building or any part of the Building and suchproportion of the Energy Costs shall be made on the following assumptions: (a) the Landlord is a participant in the Scheme; and (b) the Landlord is supplied with energy only at the Building and makes nocarbon emissions other than those made from the Building and consumesno energy other than within the Building (and such proportion shall be based upon a comparison of the supply of energy to theBuilding with the total energy supplied to all the buildings included in the EnergyCosts provided that it is agreed by the Landlord that the Energy Levy shall notinclude any costs incurred in the administration and coordination of compliance withthe Scheme by the Landlord or any Group Company of the Landlord within theScheme nor any fees or expenses of legal advisers, surveyors or other professionaladvisers engaged by the Landlord or any Group Company of the Landlord inconnection with the Scheme)Energy Levy Rentmeans a fair and reasonable proportion of the Energy Levy which is attributable on afair and reasonable basis to the Premises which proportion shall be based: (a) (in the case of energy supplies the use or consumption of which at thePremises is not separately metered) a fair and reasonable proportion of theenergy supplied to the Building; and (b) (in the case of energy supplies the use or consumption of which at thePremises is separately metered) on the energy supplied to the Premises asevidenced by the meters or other measuring devices serving the PremisesEnergy Performance Certificatemeans an energy performance certificate and recommendation report as defined inthe Energy Performance of Buildings (England and Wales) Regulations 2012Estatemeans the Broadgate Estate from time to time, as shown at the date of this Leaseedged red on Plan 2Estate Common Partsmeans each and every open part or parts of the Estate (other than any building orstructure) which are from time to time provided by the Landlord or its GroupCompanies (acting reasonably) for common or general use by or for the benefit of theTenant and other tenants, licensees and occupiers of the Estate, their employees,agents, servants, licensees and customers and all others authorised by the Landlordor its Group Companies 11/44005637_153UKMATTERS:45919740.1 Estate Servicesmeans the services and amenities to be provided by the Landlord for the benefit ofthe Estate (or some part or parts thereof as are set out in Part II of the SixthSchedule) and such other services and amenities as are consistent with themanagement of a high class estate which the Landlord may in its discretion from timeto time reasonably decide should be provided or carried out for the benefit of thetenants and occupiers of the Estate or some part or parts thereof (and which in allcases benefit the tenants and occupiers of the Estate as a whole)Fire Safety Ordermeans the Regulatory Reform (Fire Safety) Order 2005Foundations and Servicesmeans: (a) the foundations, piles, footings, columns, beams and other load bearingstructures (including transfer structures as necessary) steelwork, bracings,access and inspection pits, escalator pits, lift pits and other structures andfire proofing; and (b) the drains, sewers, pipes, wires, ducts, cables and other conduits; and (c) the meter rooms; and (d) the steps serving the Building as exist from time to timeGroup Companya company is a Group Company of another company if it is from time to time theholding company of that company or a subsidiary company of that company or anycompany whose holding company is the holding company of that company where theexpressions "holding company" and "subsidiary" have the meanings given in Section1159 and Schedule 6 of the Companies Act 2006Head Leasemeans the lease dated 17 February 1999 and made between (1) B.L.C.T (17810)Limited and (2) Broadgate (PHC 15a) LimitedHistoric Contaminationmeans the presence under the Building and/or the Estate of any natural or artificialsubstances or materials (whether solid, liquid, gas or otherwise and whether alone orin combination with any substance or material) capable of causing harm to humanhealth and/or the environment, including, for the avoidance of doubt, radiation, heat,vibration, waste, carbon dioxide and/or any other greenhouse gases which werecaused or were present prior to the date of this Lease 11/44005637_154UKMATTERS:45919740.1 Insured Risksmeans loss or damage, whether total or partial, caused by the following risks to theextent that insurance cover is available for the same in the London insurance marketat reasonable cost namely fire, storm, earthquake, tempest, flood, lightning,explosion, aircraft and other aerial devices or articles droppedtherefrom, riot or civil commotion, malicious damage, impact, bursting andoverflowing of pipes or water tanks, acts of terrorism, subsidence, groundslip andheave, breakdown and sudden and unforeseen damage to engineering plant andequipment and such other risks (in respect of which cover is available as aforesaid)as the Landlord (acting as a prudent Landlord) shall from time to time reasonably andproperly determine having regard to the interests of the tenants of the BuildingLandlordincludes where the context so admits the estate owner for the time being of thereversion immediately expectant on the Termination of the TenancyLandlord's Services Equipmentmeans all the plant, machinery and equipment (with associated Service Conduits andAppliances) within or serving the Building from time to time comprising or used inconnection with the following systems (to the extent specified in the followingparagraphs of this definition): (a) the whole of the sprinkler system within the Building (including sprinklerheads); (b) the whole of the fire detection and fire alarm systems; (c) the whole of the permanent firefighting systems (but excluding portable fireextinguishers installed by the Tenant or other tenants of the Building); (d) the whole of the chilled water system; (e) the whole of the perimeter heating system and underfloor heating system atthe base of any atria (if any); (f) the whole of the building management system installed by the Landlord; (g) the central electrical supply system from the mains supply to the Buildingso far as (and including) the electrical riser busbars connecting to thedistribution boards at each level in the Building which is let or intended to belet by the Landlord; (h) the air handling system limited at each level which is let or intended to belet by the Landlord to the air handling units at each such level and theelectricity supply and control systems for the same and the air ductsleading from such air handling units in each case up to the point where suchducts enter the office accommodationLandlord's Surveyormeans the surveyor for the time being of the Landlord being a MRICS or FRICSmember (or equivalent from time to time) of the Royal Institution of CharteredSurveyors 11/44005637_155UKMATTERS:45919740.1 Levelmeans the floors of the building so identified on the PlansNormal Business Hoursmeans 7 am to 7 pm Monday to Fridays (including Bank Holidays) or such longerhours as the Landlord may in its reasonable discretion determine from time to timeand notify in writing with reasonable advance notice to the Tenantnoticemeans notice in writingManaged Spectrummeans any licensed or unlicensed radio spectrum which can be utilised for thepurposes of providing Wireless Data Services or analogous servicesNet Internal Areameans the net internal area of the Premises calculated in accordance with the RICSCode of Measuring Practice, 6th edition (2007)Occupier Fit Out Guidemeans the tenant guide headed "1 Finsbury Avenue – Office Occupier's Fit-out Guide– Broadgate Estates Limited" attached at Appendix C together with such reasonableamendments or updates as may be made from time to time by the LandlordOptionmeans an option to tax the Building by the Landlord pursuant to Schedule 10 VATAOutside Normal Business Hours Chargemeans (where such Services are provided for the benefit of the Tenant alone) thewhole of the cost of carrying out or providing any of the Services at the request of theTenant outside Normal Business Hours (including (without prejudice to the generalityof the foregoing) costs and expenses in the nature of those set out in Part III of theSixth Schedule) or in the event of any of the Services being carried out or providedoutside Normal Business Hours to the Tenant and any other tenant or tenants of theBuilding a fair and reasonable proportion thereof as determined by the Landlord(acting reasonably)Particularsmeans the particulars set out at the beginning of this Lease and so titledPlanmeans the plans annexed hereto and numbered accordinglyPlanning Actsmeans the Act or Acts for the time being in force relating to town and countryplanningPrescribed Ratemeans either the base rate of National Westminster Bank PLC or if no such base ratecan be ascertained then the rate at the relevant time which such Bank shall utilise forequivalent purposes or if such alternative rate cannot be ascertained then such otherrate as the Landlord shall reasonably select as being equivalent theretoPresidentmeans the President for the time being of the Royal Institution of CharteredSurveyors or his duly appointed deputyPrincipal Rentmeans the rent first reserved in clause 2 11/44005637_156UKMATTERS:45919740.1 Prohibited Usesmeans any of the following uses:(a) turf accountant or betting office;(b) staff or employment agency;(c) amusement arcade;(d) sex shop;(e) sauna or massage parlour (professional physiotherapy or sports massagetherapy uses will be permitted);(f) pet shop;(g) launderette or dry cleaners (save where premises to be let are let for thepurpose of collection for dry cleaning off the premises);(h) any Government Agency or Department at which the general public arepermitted to call without appointment;(i) night club; or(j) traditional high street charity shopReinstatement Certificatemeans the certificate properly issued by or on behalf of the Landlord certifying thatthe works to be undertaken by the Landlord in accordance with clause 4.4 have beenpractically completedRenewal Leasemeans the lease of the Premises to be granted pursuant and on the terms set out inclause 9Rentsmeans all the rents reserved in clause 2Retail Unitsmeans those lettable parts of the ground and basement floors of the BuildingRoof Terracemeans the roof terrace at Level 8 on the eastern side of the Building shown colouredpink and marked "East Terrace" on Plan 3Schememeans the mandatory UK cap and trade scheme known as the Carbon ReductionCommitment Energy Efficiency Scheme or the CRC Energy Efficiency Scheme asimplemented under the Climate Change Act 2008 and the CRC Energy EfficiencyScheme Order 2010 the CRC Energy Efficiency Scheme Order 2013 (and anymodification, amendment, re-enactment or replacement from time to time) and anyother similar scheme amending or replacing it (and any other trading scheme relatingto greenhouse gas emissions introduced pursuant to Section 44 of the ClimateChange Act 2008)Scheme Yearmeans 1 April to 31 March in each year or such other annual period designated underthe Scheme 11/44005637_157UKMATTERS:45919740.1 Service Conduits and Appliancesmeans gas, water, drainage, electricity, telephone, telex, signal andtelecommunications, heating, cooling, ventilation and other pipes, drains, sewers,mains, cables, wires, supply lines and ducts and other channels through which thesame pass and all ancillary appliances apparatus and servicesServicesmeans the Building Services and the Estate ServicesSpecificationmeans the specification relating to the Premises and office common parts annexedhereto at Appendix DSpectrum Management Policymeans any policy issued by the Landlord from time to time for effectively managingthe utilisation of the Managed Spectrum in relation to the Building provided that anysuch policy is not materially adverse to the operation of the Tenant's business fromthe PremisesStadium Seatinghas the meaning given to it in clause 3.68Standby Generatorsmeans the standby generators and associated switch gear cabling and controls in theBuilding for the use of the Premises in case of emergencyTenantincludes where the context admits the successors in title and permitted assigns ofthe TenantTermination of the Tenancymeans the determination of this Lease whether by effluxion of time, re‑entry, notice,surrender (whether by operation of law or otherwise) or by any other meanswhatsoeverunderleaseincludes an agreement for underlease other than one which is conditional on obtainingthe Landlord's consentUninsured Riskmeans a risk which would be an Insured Risk but for the fact that insurance is notavailable (or is available but only at rates which are not commercially acceptable andwhich the Landlord is not prepared to accept) in the London insurance market at thedate of destruction or damage save to the extent that such Insured Risk is not fullyinsured or is subject to limitation, excess or exclusion due to any breach, non-observance or non-performance of any of the Tenant's covenants contained in thisLeaseVATmeans value added tax as defined in VATA and any future tax of a like natureVATA means the Value Added Tax Act 1994 as amended from time to time or anyre‑enactment thereofVAT Groupmeans two or more bodies corporate registered as a group for the purposes ofSection 43 of VATAVAT Regulationsmeans the Value Added Tax Regulations 1995 (SI 1995/2518) as amended from timeto time or any re‑enactment thereof)Western Roof Terracemeans the roof terrace at Level 8 on the western side of the Building shown colouredgreen and marked "West Terrace (Dedicated)" on Plan 4 11/44005637_158UKMATTERS:45919740.1 Wireless Data Servicesmeans the provision of wireless data, voice or video connectivity or wireless serviceseither permitting or offering access to the internet or any wireless network mobilenetwork or which involves a wireless or mobile device.1.2Where the context requires: (a)words importing the singular include the plural and vice versa; (b)words importing the masculine include the feminine and neuter; (c)where a party consists of more than one person, covenants and obligations of that party shall take effect as joint and severalcovenants and obligations.1.3Except where the context otherwise requires references to any Act include references to any statutory modification or re-enactmentthereof for the time being in force and any order, instrument, regulation or bye-law made or issued thereunder.1.4The clause headings shall not in any way affect the construction of this Lease.1.5References to a clause or Schedule shall mean a clause or Schedule of this Lease.1.6The powers, rights, matters and discretions reserved to or exercisable by the Landlord hereunder shall also be reserved to orexercisable by their (or any superior landlord's) properly authorised servants, managers, agents, appointees or workmen (the identityof which have been notified to the Tenant in advance where exercise of such rights or reservations requires access to the Premises)but in all cases subject to the same obligations as the Landlord under this Lease.1.7Wherever in this Lease the consent or approval of the Landlord is required the relevant provision shall be construed as also requiringthe consent or approval of any superior landlord where the same shall be required pursuant to the Head Lease which the Landlordshall use all reasonable endeavours to obtain as expeditiously as possible and the Tenant shall bear the cost of obtaining suchconsents together with all surveyors’ professional or other fees and disbursements in connection therewith unless such consent isunreasonably withheld or delayed in circumstances where it is unlawful to do so.1.8Any covenant on the part of either party not to do any act or thing includes a covenant not to suffer or permit the doing of that act orthing.1.9If any provision of this Lease or its application to any person or circumstance or for any period is held to be invalid or unenforceableby any judicial or other competent authority, all other provisions of this Lease and the application of that provision to other persons orcircumstances or for other periods shall remain in full force and effect and shall not in any way be impaired. If any provision of thisLease is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, or the periodof the obligation reduced in time, or the range of activities or area covered reduced in scope, the provision in question will apply withthe minimum modifications necessary to make it valid and enforceable. 2DEMISE HABENDUM AND REDDENDUMThe Landlord demises with full title guarantee the Premises to the Tenant TOGETHER WITH the rights set out in Part I of the SecondSchedule but EXCEPTING AND RESERVING to the Landlord and all others authorised by the Landlord the rights set out in Part II ofthe Second Schedule TO HOLD the same for the Contractual Term (determinable as herein provided) SUBJECT to (and so far asapplicable with the benefit of) the exceptions and reservations, rights, covenants, conditions, agreements or other matters containedor referred to in the Head Lease and the deeds and documents referred to in the Fourth Schedule so far as the same relate to oraffect the Premises reserving as rent: 11/44005637_159UKMATTERS:45919740.1 FIRST: (a)in respect of the period from the Term Commencement Date to and including the day before the Rent Commencement Date arent of one peppercorn on demand; (b)in respect of the period from and including the Rent Commencement Date until and including 3 March 2024 the yearly rent oftwo million three hundred and twenty four thousand and seventy one Pounds (£2,324,071); (c)thereafter the yearly rent determined in accordance with the provisions of the Third Schedule,such rent to be paid by four equal quarterly payments in advance on the usual quarter days the first payment to be made on the RentCommencement Date in respect of the period commencing on the Rent Commencement Date and expiring on but including the dayimmediately preceding the next following quarter day; andSECONDLY a yearly rent equal to a fair and reasonable proportion to be determined by the Landlord (acting reasonably) of the sum orsums paid by the Landlord in performance of the Landlord's covenant for insurance in clause 4.2 (and including the costs properlyincurred by the Landlord in connection with the revaluations of the Building for insurance purposes not more than once in every threeyears and annual desk top updatings of such valuations) such yearly rent to be paid within 21 days of written demand; andTHIRDLY a yearly rent equal to whichever shall be the greater of the Service Charge or the Interim Sum (each as defined in the FifthSchedule such yearly rent to be paid at the times and in the manner provided in the Fifth Schedule and the first instalment of theInterim Sum shall become due on the date hereof and shall relate to the period commencing on the Term Commencement Date andending on and including 23 June 2019; andFOURTHLY by way of additional rent to be paid within 21 days of receipt of written demand an amount equal to interest calculated ona daily basis at an annual rate equivalent to two percentage points above the Prescribed Rate on any instalment (or part thereof) ofthe Rents or any other sum of money of whatsoever nature due from the Tenant to the Landlord under the provisions of this Lease notreceived by the Landlord on the due date for payment and all such interest to be in addition and without prejudice to the right of re-entry or to any other remedy herein contained or by-law vested in the Landlord; andFIFTHLY by way of additional rent any VAT payable pursuant to clauses 3.87 to 3.91.3TENANT'S COVENANTSThe Tenant covenants with the Landlord:Rent3.1To pay the Rents at the times and in manner aforesaid without any deduction or set-off (whether legal or equitable) save as may berequired by-law.Outgoings3.2To pay or reimburse the Landlord for (or in the absence of direct assessment on the Premises to pay to the Landlord or reimburse theLandlord against a fair and reasonable proportion to be determined by the Landlord's Surveyor acting properly and reasonably of) allexisting and future rates, duties, taxes, assessments, impositions, charges and other outgoings whatsoever (whether parliamentary,parochial, local or of any other description and whether or not of a capital or non-recurring nature or of a wholly novel character) whichare now or at any time during the Term charged, levied, assessed, imposed upon, payable in respect of or attributable to thePremises or in respect of any part thereof or upon or by any owner, landlord, tenant or occupier of them or any Group Company of anowner, landlord, tenant or occupier thereof other than: (a)any tax payable or assessed as a result of any dealing with (including any actual or deemed disposal of) any reversionimmediately or mediately expectant on this Lease; or 11/44005637_1510UKMATTERS:45919740.1 (b)any tax payable or assessed in respect of the Rents or other payments reserved or payable hereunder (save for VAT); or (c)any future property ownership tax payable or assessment in respect of any reversionary interest in the Premises (except tothe extent specifically herein provided to be paid by the Tenant); or (d)any tax payable or assessed on the Landlord in respect of or arising out of or relating to the grant of this Lease.3.3Not to agree any valuation of the Premises for rating purposes or agree any alteration in the rating list in respect thereof withoutnotifying the Landlord of the Tenant's intention to do so and giving the Landlord a reasonable opportunity to make reasonablerepresentations and having regard to such reasonable representations in relation to such valuation.3.4Upon making any proposal to alter the rating list so far as the list relates to the Premises or lodging an appeal in respect thereof tosupply to the Landlord promptly copies of all relevant correspondence and documentation.3.5Without prejudice to clause 3.3 within 14 days of receipt to provide the Landlord with a copy of any notice of an alteration or proposedalteration in the rating list that will or may affect the Premises.Water, gas and electricity charges and equipment/Outside Normal Business Hours Charges/Electricity Cost3.6To the extent that the same are not included in the Service Charge (as defined in the Fifth Schedule), the Outside Normal BusinessHours Charges or the Electricity Cost to pay to the suppliers thereof all charges for water and electricity (including meter rents)consumed in the Premises (or in the absence of direct assessment on the Premises to pay the Landlord a fair and reasonableproportion thereof to be determined by the Landlord's Surveyor acting reasonably).3.7To comply with the requirements and regulations of the respective supply authorities with regard to the water and electricalinstallations and equipment in the Premises.3.8To pay the Outside Normal Business Hours Charges monthly in arrears within 21 days of receipt of written demand.3.9To pay the Electricity Cost either annually or by no more than four instalments on the usual quarter days) subject to receipt of awritten demand in respect of the Electricity Cost at least 14 days prior to the relevant payment day.Repair3.10At all times to keep the Premises in good and substantial repair and condition and maintained cleansed and amended in everyrespect (fair wear and tear excepted) and as often as may be necessary to reinstate, renew (for the purposes of repair) or replace (forthe purposes of repair) the Premises and each and every part thereof (damage by any of the Insured Risks and the Uninsured Riskexcepted save in the case of an Insured Risk to the extent that the policy or policies of insurance shall have been vitiated or paymentof any of the policy monies withheld or refused in whole or in part by reason of any act, neglect or default of the Tenant or any sub-tenant or their respective servants, agents, licensees or invitees).3.11In the event that the Building and/or the Premises shall be destroyed or damaged and this Lease shall not have been determinedunder clause 5.4 the Tenant shall, if so reasonably required by the Landlord, join with the Landlord (at the Landlord's cost) in makingapplication for planning or other permission necessary for rebuilding or reinstating the Premises including (without limitation) enteringinto any agreement necessary to obtain the same (but without taking on any liability on any such planning or other permission savefor a consent to the creation of the planning 11/44005637_1511UKMATTERS:45919740.1 agreement) and in pursuing any claim against the insurers of the Building and/or the Premises provided that the Landlord reimbursesthe Tenant in respect of any liabilities or costs reasonably and properly incurred in relation to any such claim.Decoration and maintenance3.12As often as may be reasonably necessary to clean the internal surfaces of the windows and other glazing in or forming part of thePremises including the internal surfaces of any glazing between the Premises and any atria.Yield up3.13Subject to clause 3.15, at the Termination of the Tenancy quietly to yield up unto the Landlord in a clean and tidy and broom sweptcondition (the Tenant having no other dilapidations liability save to the extent that the condition of the Premises are in a worsecondition than the condition they are required to in pursuant to clause 3.10 above, having removed the Tenant's furniture and effectsand, if any alterations have been made which shall have resulted in the Net Internal Area of the Premises being reduced below thatspecified in the Specification by the Tenant or any person deriving title under the Tenant whether before or after the date hereof, toremove or reinstate such alterations only to the extent necessary so that the Net Internal Area is no less than the Net Internal Areaexisting at the date of grant of this Lease and in such respect of such removal to restore those parts of the Premises so affected tosuch state and condition described in the section of the Specification entitled "Category A Specification" (or in the case of such otherparts of the Building to their former state and condition) the Tenant making good any damage caused to the Premises or such otherparts of the Building to the reasonable satisfaction of the Landlord and to the satisfaction of the relevant supply authorities.3.14Upon removal of any tenant's fixtures or fittings (if required by the Tenant at its discretion) then in respect of such fixtures and fittingsas are connected to or take supplies from any of the Service Conduits and Appliances to remove and seal off such Service Conduitsand Appliances as the Landlord shall reasonably require, such removal and sealing off to be carried out so as not to interfere with thecontinued function of the remainder of the Service Conduits and Appliances.3.15If the Termination of the Tenancy occurs other than by way of effluxion of time (e.g. by virtue of the exercise of rights of re-entry bythe Landlord, a surrender of this Lease or as the result of the exercise of the determination rights granted to the Tenant pursuant toclause 8) then the Tenant shall be obliged to yield up the Premises in good and substantial repair and condition, clean and decoratedin a good and workmanlike manner and in a colour scheme and with materials reasonably approved by the Landlord, such decorationhaving been carried out no longer than a year prior to such termination.3.16If the Termination of the Tenancy occurs as the result of the exercise of the determination rights granted to the Tenant pursuant toclause 8, whilst clause 3.13 will apply at the date of determination the Landlord shall be entitled to recover from the Tenantdilapidations subsequent to the determination of the Lease pursuant to exercise of clause 8 on the basis that the Tenant had arepairing obligation at the termination of the Lease in the Lease in the terms of clause 3.15 above.Landlord's rights of entry3.17To permit the Landlord, its agents and all persons authorised by the Landlord at all reasonable times on not less than 24 hours' priornotice (except in the case of emergency) to enter and remain upon the Premises for the purposes of the exercise of all or any of therights set out in paragraph 2 of Part II of the Second Schedule subject to the conditions set out in such paragraph. 11/44005637_1512UKMATTERS:45919740.1 Compliance with notices to remedy3.18To commence as soon as reasonably practicable in the circumstances and thereafter diligently to proceed with any works to thePremises which are necessary to comply with any notice properly given by the Landlord requiring the Tenant to remedy any breach ofthe Tenant's covenants relating to the state and condition of the Premises found upon any such inspection but the Landlord agreesthat it will not be entitled to serve any such notice during the last five years of the Contractual Term.3.19If the Tenant shall not within a reasonable period have commenced and be diligently proceeding to comply with any such notice topermit the Landlord and any authorised person to enter the Premises on not less than 24 hours' prior written notice to remedy anysuch breach and at times so far as possible reasonably convenient to the Tenant.3.20To pay to the Landlord within 21 days of receipt of written demand the reasonable and proper costs and expenses properly andreasonably incurred by the Landlord under the provisions of clause 3.17 which sums shall be recoverable as rent in arrears.Improvements and alterations3.21Subject to the provisions of clauses 3.22 to 3.35 the Tenant shall not erect or permit or suffer to be erected any other building,structure, pipe, wire mast or post upon the Premises nor to make or permit or suffer to be made any alteration therein or additionthereto nor to commit or permit or suffer any destruction in or upon the Premises nor to cut, injure or remove or suffer to be cut,injured or removed any of the roof, walls (whether outside or inside), floor, joists, timbers, wires, pipes, drains, appurtenances orfixtures thereof.3.22Not to make any structural alterations or additions to the Premises save that the Tenant may make minor structural alterations whichwhen taken alone or in the aggregate would not adversely affect the structural stability of the Building or affect the externalappearance of the Building or materially adversely affect the Landlord's Services Equipment with the prior consent of the Landlord(such consent not to be unreasonably withheld or delayed) and carried out in accordance with drawings and (if appropriate)specifications previously submitted to and approved by the Landlord (such approval not to be unreasonably withheld or delayed).3.23Not to make any alterations, additions or adjustments to the Premises or the Landlord's Services Equipment within the Premises orany other plant, machinery or equipment within the Premises that would whether alone or in aggregate: (a)have a materially adverse effect on the operation or efficiency of the Landlord's Services Equipment whether within thePremises or in any other part of the Building; (b)result in any increase in the level of services to be provided to the Premises by the Landlord's Services Equipment in excessof the Design Standards; or (c)adversely affect the Energy Performance Certificate of the Premises or the Building (were such Energy PerformanceCertificate to be re-assessed following completion of the proposed alterations, additions or adjustments). 3.24Not to make any other alterations, additions or adjustments to the Landlord's Services Equipment within the Premises without theprior consent of the Landlord (which consent shall not be unreasonably withheld or delayed) or otherwise than in accordance in allrespects with drawings and specifications previously submitted to and approved by the Landlord (such approval not to beunreasonably withheld or delayed).3.25Not to make any alterations or additions to the electrical wiring and installations within the Premises that would result in a loading onsuch wiring or installations beyond that which they are designed to bear but for the avoidance of doubt save as mentioned in thisclause 3.25 the Tenant will not require the consent of the Landlord to the carrying out of any such works. 11/44005637_1513UKMATTERS:45919740.1 3.26Not to make any other alterations or additions to the electrical wiring and installations within the Premises to the extent that the sameare comprised within the Landlord's Services Equipment or Service Conduits and Appliances otherwise than in accordance withconditions laid down by the Institution of Electrical Engineers and/or other regulations of the relevant statutory undertaker.3.27Not to install or maintain within the Premises any equipment or systems providing Wireless Data Services in such a manner as shallhave a material adverse effect on other tenants' equipment or systems within the Building or the Landlord's Services Equipment itbeing agreed that the installation of any equipment or systems providing Wireless Data Services which are not likely to have anysuch a material adverse effect shall not require the consent of the Landlord.3.28To take all reasonably necessary steps to alter (and if alteration is not possible to remove) any such equipment or systems providingWireless Data Services as soon as reasonably possible following notice from the Landlord requiring the Tenant to do so if suchequipment or systems can be shown by the Landlord to have a material adverse effect on other tenants' equipment or systems withinthe Building or the Landlord's Services Equipment. 3.29Non-structural alterations including the erection and alteration of any partitions, light switches, floor boxes, lights, air conditioninggrilles and associated cabling, ductwork and fixings within the Premises are permitted without the consent of the Landlord providedthat they are made: (a)in such a manner as not to affect in an adverse manner (save temporarily until they have been rebalanced) the operation orefficiency of the Landlord's Services Equipment or to impact on the Building's health and safety systems and provided furtherthat the Tenant shall remove any such works that can be reasonably shown by the Landlord to affect in an adverse mannerthe operation or efficiency of the Landlord's Services Equipment or to impact on the Building's health and safety systems assoon as reasonably possible upon notice from the Landlord requiring it to do so (the Landlord acknowledging that in respect ofthe Tenant's Works being carried out pursuant to the Agreement for Lease it shall have no right to require that the Tenant'sWorks are removed or altered pursuant to clauses 3.29 to 3.30); and (b)in such a manner (provided the Landlord has to the Tenant given full details (where details have not already been providedprior to the date of this Lease) of the relevant trade contract and/or relevant appointment of the member of the professionalteam) as not to affect adversely the Landlord's ability to pursue a trade contractor or member of the professional team inrespect of a breach of contract appointment or warranty in connection with the carrying out of the works to construct theBuilding; and (c)in accordance with the Occupier Fit Out Guide.3.30Not to cause any dedicated access points to any Service Conduits or Appliances which now are under or in or pass through thePremises to be or become materially more difficult to access than is the same now.3.31Not to puncture or pierce the internal finishes of the curtain wall surrounding the Premises or any mullions or other parts of the exteriorof the Premises and not to affix anything to any of the same save that the Tenant may attach internal partitioning to mullions andmake minor bore holes in the structure of the Building without the consent of the Landlord in order to fix and accommodate the otheralterations permitted without consent by clauses 3.21 to 3.28, 11/44005637_1514UKMATTERS:45919740.1 PROVIDED ALWAYS that: (a)any consent of the Landlord required under the provisions of clauses 3.21 to 3.31 may only be given by way of deed; (b)any such deed shall contain covenants by the Tenant with the Landlord in regard to the execution of the works to thePremises and other conditions and restrictions in such form as the Landlord may reasonably require; (c)where the works affect the Landlord's Services Equipment, the Service Conduits and Appliances or the structural stability ofthe Building the Landlord shall be entitled to require to approve the identity of the contractors, builders or other professionals orpersons appointed in respect of the works for which consent is given (which approval will not be unreasonably withheld ordelayed) and may if reasonable depending on the nature of the works require the Tenant to procure appropriate collateralwarranties or third party rights in the Landlord's favour from the Tenant's relevant contractors and professionals in a formreasonably required by the Landlord; and (d)the Tenant shall pay the reasonable and proper legal and surveyors' costs and expenses reasonably and properly incurred bythe Landlord in relation to the granting of any such consent.3.32To provide the Landlord with plans and (if appropriate) specifications within 30 days of the practical completion of any relevant worksshowing any alterations for which consent is not required under the preceding provisions of clauses 3.21 to 3.29.3.33In the event that the Tenant shall carry out works to the Premises in breach of the provisions of clauses 3.18 to 3.29 the Landlordmay give to the Tenant notice of any such breach and if the Tenant shall not have remedied such breach within 21 days of the givingof any such notice (or earlier in case of emergency) the Landlord will be entitled having given not less than five days’ notice (or earlierin case of emergency) to enter the Premises and remove such works or any part thereof and reinstate the Premises provided alwaysthat the proper costs thereby incurred including interest calculated at four per cent above the Prescribed Rate shall be paid by theTenant within seven days of demand and shall be recoverable by the Landlord as rent in arrears.Connectivity and Spectrum Management3.34Subject to obtaining the Landlord's prior written consent (such consent not to be unreasonably withheld or delayed) and in compliancewith the Spectrum Management Policy, the Tenant may install, maintain or permit to be installed or maintained within the Premisesany equipment or systems which permit any visitor to, or customer of, the Tenant access to Wireless Data Services within thePremises.3.35Subject to obtaining the Landlord's prior written consent (such consent not to be unreasonably withheld or delayed) and in compliancewith the Spectrum Management Policy, the Tenant may install, maintain or permit to be installed or maintained within the Premisesany mobile or wireless telephony system, network base station, wireless access point, gateway or any analogous wireless or mobiletransmitter providing Wireless Data Services in the Managed Spectrum.3.36The Landlord and Tenant hereby acknowledge that, taking account of their respective, rights, duties and obligations in this Lease andthe Landlord's overriding obligation to ensure that the tenants of individual demises within the Building have the quiet enjoyment oftheir respective demises, the provisions of clauses 3.34 and 3.35 together with the application of the Spectrum Management Policyrepresent a fair and reasonable arrangement, in relation to the Premises and are: 11/44005637_1515UKMATTERS:45919740.1 (a)reasonably necessary in order to ensure the efficient and effective use of the radio spectrum in accordance with regulatoryobjectives and best practice relating to the management of such radio spectrum in the United Kingdom; and (b)reasonably necessary in order to ensure compliance with applicable statutory and non-statutory health and safety rules,regulations and best practice in relation to exposure to electromagnetic radio waves promulgated by the InternationalCommittee on Non-Ionizing Radiation Protection and the National Radiological Protection Board, the European Council andThe Health & Safety Executive.3.37The Landlord and Tenant hereby acknowledge that during the Contractual Term there are likely to be technological innovations andlegislative changes which will require the parties to co-operate and agree variations to the provisions of clauses 3.34 to 3.37 inclusivein order to achieve the intent and effect of such provisions and the Landlord and Tenant hereby agree to co-operate fully in order toagree promptly and implement promptly any such variations but with the intention of allowing the Tenant to retain Wireless DataServices which are consistent with its business objectives and policies at the relevant time.Notices of a competent authority3.38Within 14 days (or sooner if requisite) of the receipt by the Tenant of any notice, order, requisition, direction or plan given, made orissued to or by a competent authority relating to the Premises or the Building or involving any liability or alleged liability on the part ofthe Landlord or any superior landlord to supply a copy thereof to the Landlord and at the request and cost of the Landlord to make orjoin in making such objections or representations against the same or in respect thereof as the Landlord may reasonably requireunless the Tenant reasonably considers that to support any objection as represented is against the bona fide business interests ofthe Tenant.To comply with enactments3.39At all times to observe and comply with the provisions and requirements of any and every Act so far as they relate to the Premises orthe user thereof and without derogating from the generality of the foregoing to execute all works and provide and maintain allarrangements which by or under any enactment or by any government department local authority or other public authority or dulyauthorised officer or Court of competent jurisdiction acting under or in pursuance of any enactment are or may be directed or requiredto be executed, provided or maintained upon or in respect of the Premises in respect of any such user thereof and to reimburse theLandlord at all times against all proper fees, costs, charges and expenses of or incidental to the execution of any works or theprovision or maintenance of any arrangements so directed or required as aforesaid.3.40Not knowingly at any time to do or omit to be done in on or about the Building and/or the Premises any act or thing by reason of whichthe Landlord may under any Act incur or have imposed upon it or become liable to pay any penalty, damage, compensation, fees,costs, charges or expenses.3.41To notify the Landlord in writing as soon as reasonably practicable after the Tenant becomes aware of any physical defect in theBuilding and/or the Premises.3.42Upon the Tenant becoming aware of the happening of any occurrence or receipt of any notice order direction or other thing from acompetent authority affecting the Building and/or the Premises whether the same shall be served directly upon the Tenant or theoriginal or a copy thereof be received from any underlessee or other person whatsoever to as soon as reasonably practicable deliver acopy thereof to the Landlord and at the cost of the Landlord to make or join in making such objection or representations against or inrespect thereof as the Landlord may reasonably require unless the Tenant reasonably considers that to support any objection orrepresentation is against the bona fide business interests of the Tenant. 11/44005637_1516UKMATTERS:45919740.1 3.43At the Landlord's request and cost provide the Landlord with a copy of any fire risk assessment carried out by or on behalf of theTenant and details of all measures taken by or on behalf of the Tenant to comply with the Fire Safety Order (including the names ofall competent persons appointed by the Tenant pursuant to Article 18) and any other information properly requested by the Landlord toassist the Landlord in complying with its own obligations under the Fire Safety Order in relation to the Premises.To comply with town planning legislation etc3.44To comply with the provisions and requirements of the Planning Acts and of all planning permissions so far as the same respectivelyrelate to the Premises or any part thereof or any operations works acts or things already or hereafter to be carried out executed doneor omitted thereon or the use thereof for any purpose.3.45Not to make any application for planning permission in respect of the Premises without the previous written consent of the Landlord,which shall not be unreasonably withheld or delayed.3.46Subject only to any statutory direction to the contrary to pay and satisfy any charge or levy that may hereafter be imposed under thePlanning Acts in respect of the carrying out or maintenance to the Premises by the Tenant, any Group Company of the Tenant, anysubtenant or their respective agents, servants, licensees or invitees of any operations which may constitute development or theinstitution of any such operations or the institution or continuance of any use which may constitute development.3.47Notwithstanding any consent which may be granted by the Landlord under this Lease not to carry out any development in or to thePremises (whether by alteration or addition or change of use thereto) before all necessary notices under the Planning Acts in respectthereof have been served and all such necessary planning permissions have been produced to the Landlord and in the case of aplanning permission acknowledged by it in writing as satisfactory to it (such acknowledgement of satisfaction by the Landlord not tobe unreasonably withheld or delayed) but so that the Landlord may refuse so to express its satisfaction with any such planningpermission on the ground that any condition contained therein or anything omitted therefrom or the period thereof would in thereasonable opinion of the Landlord's Surveyor be or be likely to be materially prejudicial to its interest in the Building or any adjoiningproperty whether during the subsistence of this Lease or following the determination or expiration thereof.3.48Unless the Landlord shall otherwise direct, to carry out and complete before the Termination of the Tenancy: (a)any works stipulated to be carried out to the Premises by a date subsequent to such expiration or sooner determination as acondition of any planning permission granted to the Tenant for any development begun before such expiration or soonerdetermination; and (b)any works begun by the Tenant, any Group Company of the Tenant or any subtenant or their respective agents, servants,licensees or invitees upon the Premises,PROVIDED ALWAYS that the Tenant shall have the option of removing such works and reinstating the Premises to such conditionas they were in before the relevant works were commenced.3.49If and when called upon so to do to produce to the Landlord or the Landlord's Surveyor all such plans documents and other evidenceas the Landlord may reasonably require in order to satisfy itself that the provisions of this covenant have been complied with in allrespects.User permitted3.50To use and occupy the Premises only as high class offices and for ancillary purposes within paragraph (a) of Class B1 of the Townand Country Planning (Use Classes) Order 1987 (here 11/44005637_1517UKMATTERS:45919740.1 meaning the 1987 Order and not any subsequent modification or re-enactment thereof notwithstanding the provisions of clause 1.3)but for the avoidance of doubt the Landlord agrees that the following ancillary uses are permitted in connection with the use of thePremises by the Tenant for so long as they remain ancillary in nature only: (a)kitchen and dining facilities; and (b)auditorium for meetings.User prohibited3.51Not to store or bring upon the Premises any materials or liquid of a specially combustible, inflammable, dangerous or offensive nature(other than those properly required in connection with the use of the Premises and then only in appropriate containers).3.52Not to do on the Premises or any part thereof or on the Roof Terrace any act or thing whatsoever which may be either (i) a legalnuisance to the Landlord or any other tenant or occupier of the Building or the owners or occupiers of any adjoining or neighbouringproperty or (ii) a breach of the Planning Acts.3.53Not to use the Premises or any part thereof for any illegal purpose.3.54Not to bring into or upon the Premises or do anything which puts on the Premises or any part thereof any load or weight in excess ofthat which the Premises or any part thereof are designed or constructed to bear nor knowingly to cause any undue vibration to thePremises or any part thereof by machinery or otherwise.3.55Not to obstruct or permit to be obstructed whether by loading or unloading goods or any other means any part of the Building or to doanything which is a source of danger to persons using the same and to load and unload goods only in accordance with the rightsgranted to the Tenant in Part I of the Second Schedule.3.56Not to hold any sales by auction, exhibitions, public meetings or public entertainments (other than for the benefit of the Tenant's or aGroup Company's members of staff) at the Premises nor to permit any vocal or instrumental music to be performed therein which canbe heard from outside the Premises provided that this sub-clause shall not prevent the Tenant or any permitted undertenant oroccupier of the Premises from holding meetings of clients and their shareholders or members within the Premises.3.57Not to permit any person to reside in the Premises.3.58Not to obstruct, hinder or otherwise interfere with the proper exercise by the Landlord and authorised persons of the rights reserved inPart II of the Second Schedule hereto.3.59To use reasonable endeavours not to cause the drains to be obstructed by oil, grease or other deleterious matter.3.60Not to load or use the lifts in the Building in any manner that will or may cause strain or damage to the lifts in the Building beyondtheir design capabilities.3.61Not to permit any person to smoke anywhere on the Premises.Alienation absolutely prohibited3.62Not to charge or assign part only of the Premises.3.63Not to part with possession or share occupation of or declare any trust in respect of the Premises or any part thereof other than byway of: (a)an assignment permitted under clause 3.65; or (b)an underlease permitted under clauses 3.69 to 3.73, 11/44005637_1518UKMATTERS:45919740.1 PROVIDED THAT occupation of the Premises or any part or parts thereof by a Group Company of the Tenant and/or an AssociatedEntity shall not be in breach of this covenant provided further that: (c)no legal estate or other right of tenancy shall be created; (d)the Tenant shall as soon as reasonably practicable upon being requested in writing to do so by the Landlord give the identityof such Group Company or Associated Entity, the relationship of the Group Company or Associated Entity to the Tenant andthe area occupied; and (e)the Tenant shall procure (and hereby covenants to this effect) that any such Group Company and/or Associated Entity shallvacate the Premises forthwith upon whichever is the earlier of the date of expiration or sooner determination of this Lease andthe date on which such company or entity ceases to be a Group Company of the Tenant or Associated Entity (as the casemay be).3.64Not by assignment, underletting or otherwise to permit the occupation of the Premises or any part thereof by or the vesting of anyinterest or estate therein in any person, firm, company or other body or entity which: (a)has the right to claim diplomatic immunity or exemption in relation to the observance and performance of the covenants andconditions of and contained in this Lease; or (b)is a provider of serviced offices or co-working workspace,PROVIDED ALWAYS that nothing in this clause 3.64 and shall prevent the Tenant from underletting to a sub-tenant where the Tenantagrees to provide managed services of any nature to such sub-lessee.Assignment permitted3.65Not to assign the whole of the Premises without the prior written consent of the Landlord (such consent not to be unreasonablywithheld or delayed). The Landlord and Tenant agree for the purposes of section 19(1A) Landlord and Tenant Act 1927 that theLandlord may impose all or any of the following conditions as a condition of its consent: (a)save in the case of an assignment to a Group Company the Tenant has first given written notice to the Landlord pursuant tothe provisions of clause 3.75; (b)the proposed assignee is reasonably acceptable to the Landlord assessed on the basis of the cumulative total of the rentsthat such proposed assignee will be contracting to pay within the Building (in respect of this and any other leases) againstusual prudent institutional standards applied in the market place at the date of application for consent; (c)if the Landlord so reasonably requires, on or before completion of the assignment the Tenant enters into a deed of guaranteein the form attached in the Eighth Schedule (with such amendments as the parties may reasonably agree) with the Landlord inrelation to the proposed assignment (and any guarantor of the Tenant if the Landlord reasonably considers that the guaranteeof the Tenant is not sufficient) guarantees in such form as the Landlord reasonably requires the Tenant's obligations undersuch authorised guarantee agreement; 11/44005637_1519UKMATTERS:45919740.1 (d)the consent pursuant to clause 3.65 shall be by deed containing covenants by the intended assignee directly with the Landlordto pay the rents hereby reserved and to perform and observe the Tenant's covenants herein contained including this covenantfrom the date of the assignment until the first subsequent assignment which is not an excluded assignment (as the expressionis defined in the Landlord and Tenant (Covenants) Act 1995); (e)if the Landlord so reasonably requires on or before completion of the assignment the assignee shall provide a guarantor orguarantors acceptable to the Landlord (acting reasonably) who shall covenant (jointly and severally) with the Landlord in theterms contained in the Seventh Schedule (or in such other terms as the Landlord may reasonably require due to changes inlaw).3.66The conditions set out in clause 3.65 shall not operate to limit the Landlord's right to impose any other reasonable conditions on thegrant of such consent or to refuse consent on any other ground or grounds where such refusal would be reasonable.3.67Where an assignment would result in a proposed assignee taking a Level or Levels that are connected to other premises demised tothe Tenant by an internal staircase and that assignee does not also simultaneously take an assignment of the relevant lease(s)relating to all such Levels, the Tenant shall remove such staircase(s) and reinstate the Premises so affected by such removal toreflect the condition set out in the section of the Specification marked "Category A Specification" and make good any physicaldamage caused by such reinstatement prior to the completion of the assignment PROVIDED ALWAYS that such reinstatementobligation will not apply if the assignee is a Group Company of the Tenant and the Tenant shall ensure that any transfer to a GroupCompany contains a provision stating that such Group Company shall comply with the reinstatement provisions of this clause 3.67immediately upon such assignee and the Tenant ceasing to be Group Companies.3.68Where there is to be an assignment of either the Premises or the fourth floor premises demised by a lease of even date and madebetween the Landlord (1) the Tenant (2) and the Surety (3) and such assignment is to be to an entity which is not a Group Companyof the Tenant, prior to completion of such assignment the Tenant will remove the stadium seating ("Stadium Seating") installedwithin the atrium pursuant to a Licence for Alterations of even date made between the Landlord (1) the Tenant (2) and the Surety (3)and make good any damage caused to the relevant premises or the Building to the reasonable satisfaction of the Landlord.Underletting permitted3.69Not to underlet the whole of the Premises without the prior written consent of the Landlord (which consent shall not be unreasonablywithheld or delayed) which may only be given by way of deed provided that: (a)the rent to be reserved by the underlease shall be the rent reasonably obtainable in the open market without taking a fine orpremium and shall not be commuted or payable more than one quarter in advance; and (b)prior to the entering into of any underlease (or if earlier the parties to that underlease becoming contractually bound to enterinto it) the parties to the underlease will enter into a valid agreement under Section 38(a) of the Landlord and Tenant Act 1954to exclude the provisions of Sections 24 to 28 of the Landlord and Tenant Act 1954 in relation to that underlease and theTenant shall provide copies of such valid agreement to the Landlord prior to entering into any such underlease. 11/44005637_1520UKMATTERS:45919740.1 3.70Not to underlet part only of the Premises without the prior written consent of the Landlord which shall not be unreasonably withheld ordelayed provided that: (a)the rent to be reserved by the underlease shall be the rent reasonably obtainable in the open market without taking a fine orpremium and shall not be commuted or payable more than one quarter in advance; and (b)prior to the entering into of any underlease (or if earlier the parties to that underlease becoming contractually bound to enterinto it) the parties to the underlease will enter into a valid agreement under Section 38(a) of the Landlord and Tenant Act 1954to exclude the provisions of Sections 24 to 28 of the Landlord and Tenant Act 1954 in relation to that underlease and theTenant shall provide copies of such valid agreement to the Landlord prior to entering into any such underlease; and (c)at no time shall the number of occupiers of any floor of the Premises exceed four, any occupation by the Tenant being takinginto account for this purpose (and any occupation by a Group Company of the Tenant ranking as occupation by the Tenant forthis purpose); and (d)the Tenant shall have regard (inter alia) to the position of the cores in the Building and means of escape from the underletpremises and ensure such demise is capable of separate and independent occupation.3.71To incorporate or procure the incorporation in every permitted mediate or immediate underlease of the Premises or any part thereof: (a)such provisions as are necessary to ensure that the rent thereunder is reviewed at the same frequency (but not necessarily onthe same dates provided that where any underlease rent review would fall within six months either side of the rent reviewunder this Lease then it is to coincide with the rent reviews provided for in this Lease) and upon substantially the sameterms as for the review of rent under this Lease provided that if it is common market practice at the relevant time for thereview of rents to be undertaken on an alternative basis the Tenant shall be entitled to underlet in accordance with then marketpractice and provided further that any underlease for a term of five years or less will not be required to provide for the rentthereunder to be reviewed; and (b)a covenant that the undertenant shall not assign, charge or (in case of an underlease of part of the Premises) underlet partonly of the premises thereby demised; and (c)a covenant that the undertenant shall not assign the whole of the premises thereby demised unless on or before completion ofthe assignment the undertenant if reasonably required enters into an authorised guarantee agreement with the Tenant in suchform as the Landlord reasonably requires in relation to the proposed assignment; and (d)a covenant that the undertenant shall not assign the whole of the premises thereby demised without the consent of both theLandlord and the Tenant under this Lease which (in the case of the Landlord) shall not be unreasonably withheld or delayed;and (e)a covenant that the undertenant shall not part with or share possession or occupation of or declare a trust in respect of thepremises thereby demised save by way of an assignment, underletting or charge pursuant to the provisions hereinbeforereferred to (save for parting with or sharing occupation or possession with a Group Company or an Associated Entity of theundertenant upon like terms to those referred to in the proviso to clause 3.60); and 11/44005637_1521UKMATTERS:45919740.1 (f)a covenant by the undertenant prohibiting the undertenant from causing or suffering any act or thing upon or in relation to thepremises underlet inconsistent with or in breach of the provisions of this Lease; and (g)a condition for re-entry in the form or substantially in the form referred to in clause 5.1.3.72Upon any permitted underlease to procure that the undertenant shall give a direct covenant by deed in favour of the Landlord toobserve and perform the covenants and conditions on the part of the Tenant contained in this Lease (save as to payment of the rentshereby reserved) insofar as the same relate to the premises underlet and if the Landlord reasonably so requires it to procure that suchguarantor or guarantors for the underlessee as may be reasonably acceptable to the Landlord guarantee such covenants in the termscontained in the Seventh Schedule (or in such other terms as the Landlord may reasonably require).3.73In connection with any underlease the Tenant shall: (a)not consent to or participate in any variation to any such underlease (or any of the terms thereof) without the prior consent ofthe Landlord which shall not be unreasonably withheld or delayed; (b)enforce all the covenants and obligations of the underlessee thereunder and not expressly or knowingly by implication waiveany breach of the same; (c)duly and efficiently operate and effect all reviews of rent pursuant to the terms of any such underlease and prior to agreeingany such review to give reasonable notice to the Landlord of the proposed level of rent and to have regard to (but without beingbound by) any reasonable representations made by the Landlord in relation to such level of rent.3.74Within one month after any reasonable written request by the Landlord (but not more than once in any period of 12 months) to notifythe Landlord in writing; (a)whether the Tenant occupies the Premises wholly or in part; (b)whether the Tenant has granted an underlease of the whole or any part of the Premises and if so to advise the Landlord of therent reserved by any underlease and the full name and address of any underlessee; and (c)whether there are any other occupiers of the Premises and if so the identity of those occupiers their relationship with theTenant and the principal terms on which they occupy.Charging permittedNot to charge the whole of the Premises (save by way of floating charge to a reputable institution in respect of substantially the wholeof the Tenant's business where consent shall not be required) without the prior written consent of the Landlord, such consent not to beunreasonably withheld or delayed.Intention to market3.75The Tenant shall notify the Landlord in writing of the bona fide terms on which it intends to market the Premises for disposal by wayof assignment. The Tenant shall provide the Landlord with these details as soon as reasonably practicable after they becomeavailable and in any event prior to marketing the Premises and no less than 4 weeks prior to the date on which the Tenant applies forconsent from the Landlord in accordance with clause 3.62.3.76The Tenant shall thereafter keep the Landlord informed of progress and of expressions of interest from potential assignees and shallafford the Landlord a reasonable opportunity to negotiate with the Tenant with regards to a potential surrender of the Lease. 11/44005637_1522UKMATTERS:45919740.1 Registration3.77Within one month after any assignment, underlease, assignment of underlease, mortgage, charge, transfer, disposition or devolutionof the Premises or any part thereof or any devolution of the estate of the Tenant therein or of this Lease to give notice thereof induplicate to the Landlord's solicitors and to supply them with a certified copy of the instrument or instruments (including any relevantprobate letters of administration or assent) for retention by the Landlord.Not to display advertisements3.78Save as expressly permitted by paragraph 6 of Part I of the Second Schedule not to erect, paint, affix, attach or display any placard,poster, notice, advertisement, name or sign or anything whatever in the nature of an advertisement by display or lights or otherwise inor upon the Premises and/or the Building or any part thereof (including the windows).Insurance3.79Not to knowingly do anything whereby any policy of insurance relating to the Building and/or the Premises may become void orvoidable or whereby the rate of premium thereon may be increased where the Tenant has been notified in writing of the relevant termsof the policy and to take such precautions against fire as may be deemed necessary by the Landlord (acting reasonably) or itsinsurers or required by-law and (in each case) notified to the Tenant.3.80Not to effect or maintain any insurance in respect of the Building and/or the Premises (except as to the Tenant's fixtures andcontents).3.81To reimburse to the Landlord a fair and reasonable proportion of any sum payable in respect of excess payable on any insurancepolicy relating to the Building.Notice of damage3.82As soon as reasonably practicable following the Tenant becoming aware of any material damage to or destruction of the Premises togive notice thereof to the Landlord stating (if possible) the cause of such destruction or damage.3.83In the event of the whole or any part of the Building being damaged or destroyed by any of the Insured Risks and the insurancemoney under the policy or policies of insurance effected thereon by the Landlord being wholly or partially irrecoverable by reasonsolely or in part of any act neglect or default of the Tenant or any Group Company of the Tenant or any undertenant or their respectiveservants, agents, licensees or invitees then the Tenant will within 21 days of written demand pay to the Landlord the whole or as thecase may be a fair proportion of the amount so irrecoverable.3.84In the event of the whole or any part of the Premises being damaged or destroyed by any of the Insured Risks and the amount of theinsurance monies received in respect of the reinstatement of any additions, alterations or other works carried out to the Premises bythe Tenant or any person claiming title under the Tenant whether before or after the date of this Lease which the Landlord is obliged toinsure pursuant to the provisions of clause 4.2 being less than the reinstatement cost thereof as a result of the Tenant failing to notifythe Landlord of the full reinstatement values thereof pursuant to this Lease then in the event that the Landlord reinstates anyadditions, alterations or other works carried out to the Premises by the Tenant or by any person claiming title under the Tenant to payto the Landlord the amount by which the actual reinstatement cost exceeds the amount of the insurance monies actually receivedsubject to the Landlord demonstrating that the reinstatement cost will exceed the amount of the insurance monies already received. 11/44005637_1523UKMATTERS:45919740.1 Indemnity3.85To indemnify the Landlord against and to pay within 21 days of written demand all costs and expenses including professional feesincurred by the Landlord in connection with all and every loss and damage whatsoever incurred or sustained by the Landlord as aconsequence of every breach of the covenants by and conditions on the part of the Tenant set out herein or implied PROVIDED thatsuch indemnity shall extend to and cover all costs and expenses properly incurred by the Landlord in connection with any steps whichthe Landlord may reasonably take to remedy any such breach and be without prejudice to any rights or remedies of the Landlord inrespect of any such breach any such sum arising hereunder to be recoverable by action or at the option of the Landlord as rent inarrear PROVIDED FURTHER THAT the Landlord shall in relation to all indemnities given by the Tenant in this Lease: (a)as soon as reasonably practicable give the Tenant written notice and full details of any claim against the Landlord from a thirdparty; (b)consider and pay due account to written representations made by the Tenant relating to any such claim; (c)not settle or compromise any such claim unless the Landlord is required to do so by its insurers; (d)use all reasonable endeavours to mitigate as far as practicable any loss or costs incurred by or caused to it as a result ofsuch claim.Landlord's costs3.86By way of further or additional rent to pay within 21 days of written demand all costs, expenses, charges, damages and losses(including but without prejudice to the generality of the foregoing solicitors' costs, counsel's, architects' and surveyors' and otherprofessional fees and commissions payable to a bailiff) properly incurred by the Landlord of or incidental to: (a)the preparation and service of any notice under Sections 146 and 147 of the Law of Property Act 1925 (whether or not anyright of re-entry or forfeiture has been waived by the Landlord or a notice served under the said Section 146 or 147 is compliedwith by the Tenant or the Tenant has been relieved under the provisions of the said Act and notwithstanding forfeiture isavoided otherwise than by relief granted by the court); (b)the recovery of any rent in arear or other payments due hereunder; (c)the enforcement of the covenants given by the Tenant in this Lease including the remedying of any breaches; (d)in connection with every application for any consent made under this Lease whether such consent shall be granted or not orthe application withdrawn except where such consent shall be unreasonably withheld or delayed by the Landlord or granted onterms which are unreasonable in either case in circumstances where it is not entitled to do so;any schedule relating to wants of repair to the Premises whether served during or within three months after the termination of thisLease, provided that in the case of paragraphs (d) and (e) above such costs are to have been reasonably incurred by the Landlord.VAT3.87 To pay all VAT on any sums of money chargeable thereto which shall be due from the Tenant under or by virtue of the provisions ofthis Lease upon production of a valid VAT invoice addressed to the Tenant. 11/44005637_1524UKMATTERS:45919740.1 3.88For the purposes of paragraphs 12 to 17 Schedule 10 to the VATA neither the Tenant nor any person connected with the Tenant is adevelopment financier as defined in paragraph 14 of Schedule 10 to the VATA in relation to the Landlord's development of any part ofthe land and buildings of which the Building forms a part for use other than for eligible purposes with the intention or expectation thatthe Building would become or continue to be exempt land.3.89The Tenant is not intending to use and will not use all or any part of the Building for a relevant charitable purpose (within the meaningof Schedule 8, Group 5 (Note 6) VAT Act 1994).3.90If the covenant in clause 3.89 is breached by the Tenant and in consequence supplies made by the Landlord in relation to all or anypart of the Building after the making of an Option are not taxable supplies the Tenant shall indemnify the Landlord against: (a)any VAT paid or payable by the Landlord which is or may become irrecoverable due to the Landlord's supplies not beingtaxable; (b)any amount in respect of any VAT which the Landlord has to account for or will have to account for to HM Revenue &Customs under the provisions of Part XIV or Part XV of the VAT Regulations; (c)any consequential penalties, interest and/or default surcharge; and (d)any additional liability to corporation tax on any payment made to the Landlord under this clause.3.91For the avoidance of doubt references in clauses 3.87 to 3.90 to the Landlord or the Tenant shall include references to therepresentative member of the VAT Group of the Landlord or the Tenant as appropriate and references to the Landlord shall includereferences to a "beneficiary" of the Landlord as such term is defined under paragraph 40 Schedule 10 VATA.Regulations affecting the Premises3.92To comply in all respects with the reasonable and proper regulations for the time being made by the Landlord for the use, operation,security and/or maintenance of the amenity and good order of the Building where made in the interests of good estate managementand previously notified in writing to the Tenant PROVIDED ALWAYS THAT if there shall be any inconsistency between the terms ofthis Lease and any of the said regulation then the terms of this Lease shall prevail and PROVIDED FURTHER THAT such reasonableand proper regulations shall not materially adversely affect the Tenant and its permitted undertenants and occupiers of the Premisesand their respective visitors gaining access to and egress from the Building at all times (save in the case of an emergency).Obstructions and encroachments3.93Not to stop up, darken or obstruct any of the windows, lights or ventilators belonging to the Premises and/or the Building (but theTenant may place moveable, non-permanent items used in the course of its business or by its members of staff such as boxes, TVson wheels, files or hat stands by or in front of the windows) nor to knowingly permit any new window, light, ventilator, passage,drainage or other encroachment or easement to be made or acquired into against upon or over the Premises or any part thereof ANDin case any encroachment or easement whatsoever shall be attempted to be made or acquired by any person whomsoever to givenotice thereof to the Landlord within 14 days of the same coming to the knowledge of the Tenant and at the request and cost of theLandlord do all such things as may be proper for preventing any such encroachment or such easement being made or acquired. 11/44005637_1525UKMATTERS:45919740.1 3.94Nothing in clause 3.93 above shall prevent the Tenant from installing window blinds in any of the external or internal windowssurrounding the Premises as are agreed between the Tenant and the Landlord (each acting reasonably) and in accordance with theOccupier Fit Out Guide and closing and opening such blinds on such occasions and in such a manner as the Tenant shall determine.Covenants and provisions affecting the Landlord's title3.95By way of indemnity only to observe and perform the covenants and provisions (other than any obligation to pay any monies)affecting the title of the Landlord specified in the deeds and documents set out in the Fourth Schedule insofar as they relate to thePremises and are still subsisting.Operation of plant and equipment3.96To operate and use all such plant, machinery and equipment as is installed in the Premises from time to time and connected to theLandlord's Services Equipment in accordance with the manufacturers' recommended method of operation and not to use such plant,machinery and equipment in such manner as to affect in a materially adverse manner the operation of the Landlord's ServicesEquipment.Obligations relating to entry and services3.97At all times when exercising any right granted to the Tenant for entry to any other part of the Building: (a)to cause (and procure that all those exercising the said rights on its behalf cause) as little damage and interference as isreasonably practicable to the remainder of the Building and the business of the tenants and occupiers thereof carried onthereat and to make good any physical damage caused to such areas to the reasonable satisfaction of the Landlord and thetenants and occupiers thereof; (b)to comply with the reasonable security requirements of the Landlord and the tenants and occupiers of the remainder of theBuilding and where requisite the Tenant or such other person exercising the said rights shall only exercise such rights whileaccompanied by a representative of the Landlord or the tenant or occupier of the relevant part of the remainder of the Building.Surety3.98In the event that any person firm or body corporate which has or shall have guaranteed the Tenant’s obligations contained in thisLease shall die or an event shall occur in relation to such person a firm or body corporate of the type referred to in clauses 5.1(c) to5.1(f) then without delay to give notice thereof to the Landlord and if so required by the Landlord (acting reasonably and having regardto the financial covenant strength of the Tenant) at the expense of the Tenant within 30 working days thereafter to procure that someother guarantor or guarantors reasonably acceptable to the Landlord execute a guarantee in respect of the Tenant’s obligationscontained in this Lease in the form referred to in the Seventh Schedule (or on such other terms as the Landlord shall reasonablyrequire).Registration3.99To apply for first registration of this Lease at the Land Registry as soon as reasonably practicable after this Lease is granted. 11/44005637_1526UKMATTERS:45919740.1 3.100To provide to the Landlord as soon as each is available: (a)a note of the title number allocated to this Lease; and (b)an official copy of the registered title to this Lease showing the Tenant as registered proprietor.3.101On determination of this Lease (whether by effluxion of time or otherwise) to apply to the Land Registry for closure of the Tenant'sregistered title to this Lease and for removal of all notices relating to this Lease from the Landlord's title.Energy Performance Certificates3.102Before instructing an energy assessor to prepare any Energy Performance Certificate in respect of the Premises the Tenant shall firstgive notice to the Landlord informing the Landlord of the area to which the proposed Energy Performance Certificate will relate and theidentity of the energy assessor must be reputable and suitably qualified.3.103At the Landlord's request the Tenant shall supply the energy assessor with any drawings specifications data or other information thatthe Landlord (acting reasonably) provides to the Tenant.3.104The Tenant shall provide to the Landlord a copy of any Energy Performance Certificate that the Tenant obtains in respect of thePremises.3.105The Tenant shall within 72 hours of receipt of written request permit any energy assessor instructed by or on behalf of the Landlord toenter on and inspect the Premises (in the company of an employee of the Tenant if required by the Tenant) at reasonable times andthe Tenant shall provide to such energy assessor such information as the Landlord may reasonably request at the cost of theLandlord.Bicycle Spaces3.106Not to permit any of the bicycle spaces referred to in paragraph 7 of Part I of the Second Schedule to be used other than by anoccupier of the Premises which is permitted pursuant to the terms of this Lease.3.107Not to do anything in or about the bicycle parking spaces referred to in paragraph 7 of Part I of the Second Schedule or the serviceroads or accessways leading thereto which would or could constitute a nuisance, annoyance, obstruction, disturbance or causedamage to the Landlord or the tenants or other occupiers of the Building.3.108To comply and ensure that the Tenant's visitors comply with such reasonable and proper regulations as the Landlord may make forthe regulation of the traffic to and from and use of the bicycle parking spaces referred to in paragraph 7 of Part I of the SecondSchedule and previously notified in writing to the Tenant.Compliance with Head Lease provisions3.109To observe and perform the covenants, obligations, provisions and conditions on the part of the tenant under the Head Lease so faras the same relate to or otherwise affect the Premises except for the payment of the rents reserved thereunder and, so far as theobligation to insure falls on the Landlord under this lease, to insure.3.110Not to do or omit anything thing which would or might cause the Landlord to be in breach of the Head Lease. 11/44005637_1527UKMATTERS:45919740.1 4LANDLORD'S COVENANTSThe Landlord covenants with the Tenant:Quiet enjoyment4.1That the Tenant may peaceably hold and enjoy the Premises without any interruption by the Landlord or any person rightfully claimingunder or in trust for the Landlord or by title paramount.Insurance4.2To insure: (a)the Building and keep the same insured with a reputable insurer in the name of the Landlord subject to such exclusions,excesses and limitations as may be imposed by the insurers and as are common in the London insurance market from time totime against: (i)the Insured Risks in such a sum as shall be determined from time to time by the Landlord or the Landlord'sSurveyor acting reasonably as being the full cost of rebuilding and reinstatement of the Building (and forthese purposes "Building" means the Building constructed in accordance with the Base Building Definitionincluding such works to prepare the Premises to generally no lesser standard than that described in thesection of the Specification entitled "Category A Specification") and the Landlord covenants to have dueregard to any reasonable request by the Tenant to increase such sums in respect of the Building togetherwith architects', surveyors', consultants' legal and other fees in relation to the repair, rebuilding orreinstatement of the Building (including any cost or increased cost resulting from the requirements of localor other authorities, statutes, bye-laws, regulations or orders as to the method of or design of or materials tobe used in such repairing, rebuilding or reinstatement) and making due allowance for the effects of inflationand escalation of building costs and any fees and the cost of site clearance, demolition and debris removaland VAT on all such sums including any VAT resulting from any deemed self-supply as a result of suchrebuilding or reinstatement; (ii)loss of the Principal Rent and the rent thirdly reserved for such period (being not less than five years andnot more than seven years) as the Landlord may from time to time reasonably deem necessary which maybe calculated having regard to any relevant reviews or increases of rent and to the likely period required forobtaining planning permission and reinstating the Building; (iii)(to the extent to which the same is not covered by clause 4.2(a)(i)) where applicable engineering andelectrical plant and machinery being part of the Building against sudden and unforeseen damage breakdownand inspection; (iv)property owner's liability and such other insurances as the Landlord may from time to time (actingreasonably) deem necessary to effect; (b)subject to request by the Tenant in writing and notification in writing by the Tenant of the full reinstatement cost of such items,any installations, fixtures, fittings, and equipment resulting from the completion of the Tenant's Works (as defined in theAgreement for Lease) or any other completed works carried out by the Tenant and any sub-tenant in accordance with theprovisions of this Lease. 11/44005637_1528UKMATTERS:45919740.1 Landlord's obligations in relation to insurance4.3In relation to the policy or policies of insurance effected by the Landlord pursuant to its obligations contained in this Lease: (a)to produce not more than once in any 12 month period (and one further time in such 12 month period if requested by theTenant) at the cost of the Tenant and as soon as reasonably practicable following demand either a complete copy or fulldetails of the policy or policies of insurance with full details of any additions or amendments made thereto and either a copy ofthe last premium, renewal, receipt or reasonable evidence of the fact that the last insurance premium has been paid; (b)to procure (unless having used all reasonable endeavours it is unable to procure such a policy at commercial rates) that theinterest of the Tenant and any mortgagee of the Tenant (or a general interests clause) is noted or endorsed on the policy orpolicies of insurance; (c)to use all reasonable endeavours to procure that the insurance policy contains terms whereby the insurers will not pursuesubrogation rights against the Tenant and its lawful undertenants, licensees and agents (other than where the loss has beenoccasioned or contributed to by the fraudulent or criminal or malicious act of the Tenant or its undertenants, licensees oragents); (d)to use all reasonable endeavours to procure that the insurance policy contains a non-invalidation clause.Reinstatement4.4If the Building (or any part or parts thereof) and/or the Premises (or any part or parts thereof) and/or the means of access to thePremises shall be destroyed or damaged by any of the Insured Risks and subject to the provisions of clause 5.4 and to the paymentby the Tenant of any amounts due pursuant to clauses 3.83 to 3.84 (and without prejudice to the liability of the Tenant to make anysuch payments or any amounts due pursuant to clause 3.81) and subject to obtaining any planning permission or other permission orapproval necessary for rebuilding and reinstating the Premises and to the necessary labour and materials being and remainingavailable the Landlord shall apply all monies received by the Landlord by virtue of such insurance and referable to the works requiredto reinstate the Premises (other than money received for loss of the Principal Rent and the rent thirdly reserved which shallautomatically be payable to the Landlord) in rebuilding reinstating and making good the means of access to the Premises and/or (asthe case may be) the Premises to generally no lesser standard than Specification and separately the Building (which may includeaesthetic and specification improvements) permitted with all reasonable speed and making good any shortfall in the insuranceproceeds from the Landlord's own resources (but not so as to provide accommodation identical in layout provided that theaccommodation provided is no less commodious and does not differ materially in size to the accommodation provided at the datehereof) and the Landlord shall use all reasonable endeavours to obtain all necessary licences, consents, planning permissions andapprovals therefor as soon as reasonably practicable and shall use reasonable endeavours to procure in favour of the Tenant apackage of collateral warranties or third party rights relating to the design and carrying out of such works in a form consistent withmarket practice at the relevant time.4.5It is agreed that all monies claimed or received by the Landlord pursuant to clause 4.2(b) belong to the Tenant and shall be held ontrust for the Tenant pending application in reinstatement and the Landlord shall keep the Tenant fully informed regarding any claim inrespect of insurance monies pursuant to clause 4.2(b) and act in accordance with the Tenant's reasonable instructions at the Tenant'scost. 11/44005637_1529UKMATTERS:45919740.1 Obligations relating to Services for the Tenant4.6To provide or procure the provision of: (a)the Services during Normal Business Hours (and Normal Business Hours shall in the case of security and reception facilitiesfor the Building be on a 24/7 basis); and (b)outside Normal Business Hours such of the Services as the Landlord shall in its reasonable discretion deem appropriate; and (c)such other of the Services outside the Normal Business Hours as the Tenant shall previously request,(having regard to the Design Standards and subject to the provisions of clause 5.14) Provided that the Landlord shall be entitled toemploy such reputable managing agents, professional advisers, contractors and other persons as may reasonably be required fromtime to time in the interests of good estate management for the purpose of the performance of the Services.Building Services and Estate Services4.7The Landlord covenants that any item of Service Cost will be allocated properly to either the Building Services or the Estate Servicesand that no item of Service Cost will be charged to the Tenant more than once.4.8To provide or procure the provision of electricity to the Premises and the Building (subject to the provisions of clause 5.16) and (ineach case) each and every part thereof designed to receive such to the extent necessary to meet the reasonable requirements of theTenant and to use reasonable endeavours to procure that the same shall not be less than the Design Standards having regard to allrelevant statutory provisions from time to time regulating the supply and utilisation of electricity and the terms and conditions relativethereto from time to time imposed by the relevant statutory undertaker. 4.9As soon as reasonably practicable following any request made in writing by the Tenant the Landlord shall supply to the Tenant fulldetails in writing of (and any supporting evidence reasonably requested by the Tenant): (a)the total Energy Costs and the method of calculation of the proportion of the Energy Costs included in the Energy Levy; and (b)the method of calculation of the proportion of the Energy Levy which comprises the Energy Levy Rent.4.10In so far as such rights are not held by the Landlord, to procure for the benefit of the Tenant and all persons authorised by the Tenantthe rights over the Estate Common Parts as are set out in the Second Schedule, it being agreed that if the Tenant is prevented fromexercising such rights in breach of this clause the Estate Services Costs payable by the Tenant shall be adjusted accordingly.Building Defects4.11Where the Building suffers a defect the Landlord shall, where the Landlord reasonably believes there is a reasonable chance ofsuccess and reasonably believes that there is an economic and commercial benefit of pursuing such party, use all reasonableendeavours to recover the cost of remedying any such defect from any professional or contractor employed by the Landlord or itspredecessors in title in relation to any building works leading to the occurrence of such defect and shall credit any sums receivedagainst the Service Charge to the extent the Landlord has legitimately already recovered any of the costs of remedying any suchdefect through the Service Charge. 11/44005637_1530UKMATTERS:45919740.1 Head Lease rents4.12To pay the rents reserved by the Head Lease at the times and in the manner provided in the Head Lease and to perform and observeall the covenants on the part of the tenant contained in the Head Lease insofar as they relate to any part of the premises therebydemised and which are not to be observed and performed by the Tenant pursuant to clause 3.109.Retail Units 4.13The Landlord agrees not to let or enter into an agreement for lease or permit any right of occupancy or permit any change of use ofthe Retail Units where the use is a Prohibited Use and to include within any lease or licence of a Retail Unit an express prohibition ona Prohibited Use.4.14The Landlord shall procure that any lease or licence of a Retail Unit shall include: (a)a covenant on the part of the tenant not to cause any legal nuisance to be suffered by the Tenant or its lawful occupiers of thePremises and the Landlord shall at the request and cost of the Tenant enforce such covenant where reasonably requested todo so; (b)only rights granting access to the Premises that are on the same terms as the rights reserved to the Landlord under thisLease including the obligation to comply with the Tenant's reasonable requirements and regimes as regards access asprovided for in the proviso to paragraph 2 of Part II of the Second Schedule.Restriction on naming4.15So long as the tenant of this Lease is Mimecast Services Limited (company number 04901524) or a Group Company thereof andsuch entities are together in occupation of at least 70,000 square feet of office space within the Building, the Landlord covenants notto name the Building after any other tenant of the Building.4.16If clause 4.15 ceases to apply, the Landlord shall only grant naming rights in relation to the Building to an entity that occupies themajority of the office space within the Building and only for the duration such entity occupies the majority of the office space withinthe Building. 5PROVISOSIT IS HEREBY AGREED AND DECLARED as follows:Re-entry5.1If: (a)the Rents or any part thereof shall be in arrear for 21 days next after becoming payable (whether in the case of the PrincipalRent, the rent has been demanded or not); or (b)there shall be any material breach, non-performance or non-observance of any of the Tenant's covenants; or (c)the Tenant shall enter into any arrangement or composition for the benefit of the Tenant's creditors or convene a meeting ofthe Tenant's creditors (or a nominee calls such a meeting on its behalf); or (d)the Tenant or the Surety (being one or more individuals): (i)is the subject of an interim order under Part VIII of the Insolvency Act 1986 or makes application to the Court for suchan order or makes a voluntary arrangement under such Part; or (ii)has a bankruptcy order made against him; or 11/44005637_1531UKMATTERS:45919740.1 (iii)a receiver is appointed in respect of all or any of the assets or undertaking of the Tenant or such surety; or (e)the Tenant or the Surety (being a company or partnership): (i)makes a voluntary arrangement or submits to its creditors or any of them a proposal under Part I of the Insolvency Act1986; or (ii)makes an application to the Court under Section 425 of the Companies Act 1985 or resolves to make such anapplication; or (iii)is the subject of an administration order (whether an interim order or otherwise) made under Part II of the InsolvencyAct 1986 or is subject to a resolution passed by the directors or shareholders for the presentation of an application forsuch an order or is the subject of a notice of intention to appoint an administrator or files a notice of appointment of anadministrator with the court or passes a resolution by its directors or shareholders for the filing of such a notice; or (iv)is the subject of a resolution for voluntary winding up (otherwise than for the purpose of an amalgamation orreconstruction which has been approved by the Landlord) or a meeting of creditors is called to consider a resolution forwinding up; or (v)has an interim order or winding up order made against it; or (vi)has an administrative receiver or receiver appointed in respect of all or any of its assets; or (vii)ceases to exist; or (viii)becomes "Bankrupt" within the meaning of the Interpretation (Jersey) Law 1954; or (f)where the Tenant is a company or partnership incorporated outside the United Kingdom analogous proceedings or events tothose referred to in clause 5.1(e) shall be instituted or occur in the country of incorporation,it shall be lawful for the Landlord at any time thereafter to re-enter the Premises or any part thereof in the name of the whole andthereupon this Lease shall absolutely determine but without prejudice to any rights of action of the Landlord or the Tenant against theother in respect of any antecedent breach by the Landlord or the Tenant (as the case may be) of any of the covenants herein providedthat in the event that the Tenant comprises more than one person then the Landlorrd will be entitled to re-enter the Premises and thisLease shall thereupon absolutely determine upon the happening of any of the events referred to in clauses 5.1(c) to 5.1(f) hereof inrelation to any one of them.Replacement of surety5.2In the event of the occurrence of any of the events referred to in clauses 5.1(d) or 5.1(e) in respect of the Surety, the Landlord shallnot exercise its right pursuant to clause 5.1 without first allowing the Tenant a period of 30 working days to procure that some otherguarantor or guarantors reasonably acceptable to the Landlord execute a guarantee in respect of the Tenant's obligations contained inthis Lease in the form referred to in the Seventh Schedule (or on such other terms as the Landlord shall reasonably require). Payment of rent not waiver5.3No demand for or receipt or acceptance of any part of the Rents or any payment on account thereof shall operate as a waiver by theLandlord of any right which the Landlord may have to forfeit this Lease by reason of any breach of covenant by the Tenant and theTenant shall not in any proceedings for forfeiture be entitled to rely on any such demand receipt or acceptance as 11/44005637_1532UKMATTERS:45919740.1 aforesaid as a defence PROVIDED that this clause shall only have effect in relation to a demand receipt or acceptance made orgiven during such period as may in all the circumstances be reasonable for enabling the Landlord to conduct any negotiations with theTenant for remedying the breach commenced upon the Landlord becoming aware of such breach.Suspension of rent5.4If the Premises or the Building or the means of access to the Premises shall at any time be so damaged or destroyed: (a)by any of the Insured Risks as to render the Premises or the means of access to the Premises unfit for occupation or usethen (save to the extent that the insurance monies shall be irrecoverable or the policy rendered void by reason of any act ordefault on the part of the Tenant any sub-tenant or their respective servants, agents, licensees or invitees) the Principal Rent,the Rent secondly reserved and the Rent thirdly reserved or a fair proportion thereof according to the nature and extent of thedamage sustained shall be suspended immediately from the date of such damage or destruction until the earlier of: (i)the date of issue of the Reinstatement Certificate; and (ii)the expiration of the period in respect of which the Landlord has covenanted to insure for loss of the Principal Rent andthe Rent thirdly reserved pursuant to clause 4.2(a)(ii),and any dispute with reference to this clause 5.3(a) shall be referred by the Landlord or the Tenant to arbitration in accordancewith the Arbitration Act 1996; (b)by an Uninsured Risk as to render the Premises or the means of access to the Premises unfit for occupation or use then(save to the extent that damage or destruction results from the default of the Tenant, or Group Company of the Tenant or anysub-tenant or their respective agents, servants, licensees or invitees) the Principal Rent, the Rent secondly reserved and theRent thirdly reserved or a fair proportion thereof according to the nature and extent of the damage sustained shall besuspended from the date 12 months after the date of such damage or destruction until the date of issue of the ReinstatementCertificate and any dispute with reference to this proviso shall be referred by the Landlord or the Tenant to arbitration inaccordance with the Arbitration Act 1996.Damage before Rent Commencement Date5.5If clause 5.4 applies before the Rent Commencement Date the number of days between the date of the damage or destruction andthe Rent Commencement Date (or where only a proportion of the Principal Rent is or would have been suspended, an equivalentproportion of those days) will be added to the date the period of rent suspension ends and the resulting date will become the RentCommencement Date.Determination if damage or destruction5.6If the Premises or the Building or the means of access to the Premises shall be destroyed or damaged by an Uninsured Risk so thatthe Premises are unfit for occupation or use the Landlord may elect not to carry out and complete the rebuilding and reinstatement ofthe Premises pursuant to clause 5.7 by serving notice to such effect on the Tenant and upon service of such notice this Lease shalldetermine but without prejudice to any claim by the Landlord or the Tenant against the other. If the Landlord shall not have served anotice on the Tenant pursuant to this clause 5.6 by a date prior to the date 12 months after such damage or destruction then eitherparty shall be entitled at any time thereafter by notice in writing to the other party to determine this Lease and upon service of suchnotice this Lease shall determine but without prejudice to any claim by the Landlord or the Tenant against the other in respect of anyantecedent breach of any covenant or provision herein contained. 11/44005637_1533UKMATTERS:45919740.1 5.7If the Premises or the Building or the means of access to the Premises shall be destroyed or damaged by an Uninsured Risk so thatthe Premises are unfit for occupation or use the Landlord may elect at any time prior to the date 12 months after the date of damageto destruction to carry out and complete the rebuilding and reinstatement of the Premises by serving written notice to that effect onthe Tenant whereupon the Landlord shall, subject to obtaining any planning permission or other permission or approval necessary forrebuilding and reinstating the Building, the Premises and the means of access to the Premises and to the necessary labour andmaterials being and remaining available, be obliged to rebuild reinstate and make good (as the case may be) the Building, to generallyno less a standard than that set out in the Base Building Definition and the Premises and the means of access to the Premises togenerally no lesser standard than that described in the section of the Specification entitled "Category A Specification") (which mayinclude aesthetic and specification improvements) with all reasonable speed (but not so as to provide accommodation identical inlayout provided that the accommodation provided is no less commodious and does not differ materially in size to the accommodationprovided at the date hereof) and the Landlord shall use all reasonable endeavours to obtain all necessary licences, consents, planningpermissions and approvals therefor as soon as reasonably practicable and shall use reasonable endeavours to procure in favour ofthe Tenant a package of collateral warranties or third party rights relating to the design and carrying out of such works in a formconsistent with market practice at the relevant time provided always that such rebuilding or reinstating shall be at the cost of theLandlord and the costs of or in any way relating to rebuilding or reinstating the Premises following damage or destruction of thePremises or the Building or any part thereof by an Uninsured Risk shall not be recoverable from the Tenant via the Service Chargeprovisions in the Fifth Schedule.5.8If: (a)the Premises or the Building or the means of access to them shall at any time be so damaged or destroyed by any of theInsured Risks as to render the Premises unfit for occupation or use and the Landlord has not commenced the works ofreinstatement referred to in clause 4.4 within two and a half years of the date of damage or destruction; or (b)the Premises or the Building or the means of access to them shall at any time be so damaged or destroyed by any of theInsured Risks as to render the Premises unfit for occupation or use and the Landlord having used all reasonable andcommercially prudent endeavours to do so has not completed the works of reinstatement referred to in clause 4.4 prior to theexpiration of a period of five years following the date of such damage or destruction; or (c)the Premises or the Building or the means of access to them shall at any time be so damaged or destroyed by an UninsuredRisk as to render the Premises unfit for occupation and use and the Landlord has not commenced the works of reinstatementreferred to in clause 5.7 within two and a half years of the date of damage or destruction; or (d)the Premises or the Building or the means of access to them shall at any time be so damaged or destroyed by an UninsuredRisk as to render the Premises unfit for occupation and use the Landlord having used all reasonable and commercially prudentendeavours to do so has not completed the works of reinstatement referred to in clause 5.7 within five years of the date ofdamage or destruction, then the Landlord or (subject to clause 5.9) the Tenant may in the circumstances referred to in clauses5.8(a) and 5.8(c) by giving to the other not less than three months' notice in writing or (subject to clause 5.9) the Tenant mayin any the circumstances referred to in clauses 5.8(b) and 5.8(d) by giving to the Landlord not less than one month's notice inwriting to that effect determine this Lease and upon the expiry of such notice this Lease shall (unless before the expiry ofsuch notice the Landlord has in the circumstances of clause 5.8(a) or clause 5.8(c) commenced such works of reinstatementor in the circumstances of clause 5.8(b) or clause 5.8(d) completed such works of reinstatement 11/44005637_1534UKMATTERS:45919740.1 by the expiry of such notice in which case the notice shall be of no effect) determine and this Lease shall cease to be ofeffect but without prejudice to any claim by the Landlord or the Tenant in respect of any antecedent breach by the other of anyof the terms of this Lease.5.9The Tenant shall not be entitled to serve notice on the Landlord pursuant to clause 5.8 if: (a)in the case of clauses 5.8(a) or 5.8(b) the insurance monies are irrecoverable or the policy rendered void by reason of any actor default on the part of the Tenant, any Group Company of the Tenant, any sub-tenant or their respective servants, agents,licensees or invitees unless the Tenant has complied with its obligations in clause 3.81; or (b)in the case of clauses 5.8(c) or (d) the damage or destruction results from the default of the Tenant, any Group Company ofthe Tenant, any sub-tenant or their respective agents, servants, licensees or invitees. 5.10If this Lease is determined under clauses 5.6 to 5.7 the Landlord shall be entitled to retain the insurance monies payable in respect ofthe Building but will hold on trust for the Tenant (and pay to the Tenant such monies within ten working days of receipt) any moniesdue to it in respect of works insured by it under clause 4.2 and use all reasonable endeavours to obtain such monies for the benefit ofthe Tenant whether received by the Landlord or by the Tenant.Roof Terrace5.11If at any time during the term of this Lease the Western Roof Terrace shall cease to be designated for exclusive use by MimecastServices Limited (or a Group Company of it if such Group Company takes an assignment of this Lease), the definition of "RoofTerrace" in clause 1.1 of this Lease shall, at the Landlord's option (which, if exercised, the Landlord shall notify the Tenant of inwriting) be amended such that it shall also refer to the Western Roof Terrace and all references in this Lease to "Roof Terrace" shallbe construed accordingly.Warranty as to use5.12Nothing herein shall be deemed to constitute any warranty by the Landlord that the Premises or any part thereof are under thePlanning Acts or any other relevant laws or regulations now or from time to time in force authorised for use for any specific purpose.Service of notices5.13Any notices required to be served hereunder shall be validly served if served in accordance with Section 196 of the Law of PropertyAct 1925 or Section 23 of the Landlord and Tenant Act 1927 and (in the case of notices to be served on the Tenant) by sending thesame to the Tenant at the Premises.Disputes between tenants/occupiers5.14That in case any dispute or controversy shall at any time or times arise between the Tenant and the tenants and occupiers of theBuilding and/or any neighbouring, adjoining or contiguous property belonging to the Landlord relating to Service Conduits andAppliances serving the Building and/or the Premises or any such adjoining or contiguous property or any easements or privilegeswhatsoever affecting or relating to the Building and/or the Premises or such neighbouring, adjoining or contiguous property the sameshall from time to time be settled and determined by the Landlord's Surveyor or agent (in either case acting reasonably) to whichdetermination the Tenant shall submit (save in the case of manifest error).Apportionment5.15Where any question as to the amount or method of apportionment of any sum falls to be determined under the provisions of thisLease (other than any amount or apportionment to be determined pursuant to the provisions of the Fifth Schedule) the same shall bereferred (upon application to be made by either party) to and conclusively (save in case of manifest error) 11/44005637_1535UKMATTERS:45919740.1 determined by the Landlord's Surveyor (acting reasonably) in accordance with the principles of good estate management and whosereasonable and proper fees for so acting shall be added to and deemed for all purposes to form part of the sum to be so apportionedand shall be borne accordingly.Exclusions of Landlord's liability5.16Notwithstanding anything in any other provision herein contained (save where such event arises due to a breach of the covenants andconditions on the part of the Landlord set out herein) the Landlord shall not be liable to the Tenant nor shall the Tenant have any claimagainst the Landlord in respect of: (a)any temporary interruption in any of the Services or the supply of electricity to the Premises caused by factors outside theLandlord's reasonable control; or (b)temporary closure or diversion of any of the Common Facilities or Service Conduits and Appliances by reason of inspection,repair, maintenance or replacement thereof or any part thereof or of any plant, machinery, equipment, installations orapparatus used in connection therewith or damage thereto or destruction thereof by any risk (whether or not an Insured Risk);or (c)by reason of electrical, mechanical or other defect or breakdown or frost or other inclement conditions or shortage of fuel,materials, supplies or labour or whole or partial failure or stoppage of any mains supply outside the reasonable control of theLandlord,SUBJECT TO the Landlord using reasonable endeavours to minimise the adverse effects of any of the above events orcircumstances and using reasonable endeavours to reinstate and remedy such event or circumstance as expeditiously as reasonablypossible AND PROVIDED ALWAYS that the Landlord shall (if reasonably practicable) have previously given reasonable notice of anyintended interruption or closure of the nature mentioned above.Development of adjoining property5.17That subject to compliance with the Landlord's covenants in clause 4.1 the Landlord or any superior landlord may at any time or timeswithout obtaining any consent from or making any arrangement with the Tenant carry out any development or works (or permit thesame) or whatsoever nature to the Building (other than the Premises) and/or the Estate and/or any neighbouring, adjoining orcontiguous land or premises whether or not the light or air now or at any time or times enjoyed by the Tenant may be diminishedPROVIDED THAT proper means of access to and egress from the Premises is afforded at all times and the rights hereby grantedexpressly to the Tenant are not prejudiced.5.18Any access of light and air now or at any time during the Contractual Term enjoyed by the Premises shall be deemed to be byconsent or agreement in writing for that purpose within the meaning of Section 3 of the Prescription Act 1832 so that neither theenjoyment thereof nor this Lease shall prevent any such development or works referred to in clause 5.16 and the Tenant shall permitsuch development or works without interference or objection.Removal of property5.19If at such time as the Tenant has vacated the Premises after the determination of this Lease any property of the Tenant shall remainin or on the Premises and the Tenant shall fail to remove the same within 28 days after being requested by the Landlord so to do by anotice in that behalf then and in such case the Landlord may (in addition to any other remedies available to it) as the agent of theTenant (and the Landlord is hereby irrevocably appointed by the Tenant to act in that behalf) sell such property and shall then hold theproceeds of sale after deducting the reasonable costs and expenses of removal, storage and sale reasonably and properly incurred byit on trust for and to the order of the Tenant PROVIDED THAT the Tenant will reimburse the Landlord against any liability properlyincurred by it to any third party whose property shall have been sold by the 11/44005637_1536UKMATTERS:45919740.1 Landlord in the bona fide mistaken belief (which shall be presumed unless the contrary be proved) that such property belonged to theTenant and was liable to be dealt with as such pursuant to this clause.VAT5.20Any rent or other sum payable by any party hereunder is exclusive of VAT that is or may be payable thereon and shall be paid uponreceipt of a valid VAT invoice.5.21Where under this Lease any party (the "Indemnified Party") is entitled to recover from another party (the "Paying Party") the cost ofany goods or services supplied to the Indemnified Party, the Paying Party will indemnify the Indemnified Party against so much of theinput tax on the cost for which the Indemnified Party is not entitled to credit allowance under Section 24-26 of VATA.5.22If VAT is chargeable in respect of any supplies of goods and/or services by any party to the other party under this Lease the recipientof such supplies shall pay such VAT in addition to the amounts (if any) provided for under this Lease and in respect of the suppliesmade to it under this Lease subject to receipt of a valid VAT invoice.Exclusion of easements5.23Nothing herein contained other than those rights expressly granted to the Tenant in Part I of the Second Schedule shall by implicationof law or otherwise operate to confer on the Tenant any easement, right or privilege whatever over or against any neighbouring,adjoining, contiguous or other property which might restrict or prejudicially affect the future rebuilding, alteration or development ofsuch neighbouring, adjoining, contiguous or other property.Sharing of information5.24The Landlord and the Tenant agree that they will: (a)share the data they hold in respect of energy and water use and waste production/ recycling and other environmental mattersas are applicable to the use of the Premises between themselves and with any other third party who the parties agree needsto receive such data; (b)keep the data disclosed under this clause 5.24 confidential and will only use such data for the purposes of ensuring that theBuilding is run in a sustainable way that minimises its environmental impact,provided always that this shall not prevent the Landlord from publishing information giving all details as to how central building energycosts are apportioned across the Building nor the general energy performance of the Building.5.25The Landlord and the Tenant agree that the Tenant's covenant contained in clause 3.1 of this Lease to pay the Energy Levy Rentshall survive the Termination of the Tenancy, but only until the Tenant has paid the Energy Levy Rent in full to the Landlord.6SURETYThe Surety in consideration of this Lease having been granted at its request covenants with the Landlord in the terms contained in theSeventh Schedule.7CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999Unless expressly stated to the contrary nothing in this Lease confers on anyone other than the parties to it any right pursuant to theContracts (Rights of Third Parties) Act 1999.8DETERMINATION8.1The Tenant may terminate this Lease as at the tenth anniversary of the Term Commencement Date (the "relevant date") by servingnot less than twelve calendar months' notice on the Landlord. 11/44005637_1537UKMATTERS:45919740.1 8.2This Lease shall not terminate as a result of any notice served by the Tenant if on the relevant date: (a)the Tenant has not paid in cleared funds any part of the Principal Rent (or any VAT in respect of it), which was due to havebeen paid up to and including the relevant date; or (b)the Tenant or any third party remains in occupation of any part of the Premises; or (c)the Tenant and/or a Group Company of the Tenant (and assuming for these purposes that they are one entity) is not, or on thedate immediately following the relevant date it will not be, in occupation of one vertically contiguous space within the Building;except to the extent if at all the Landlord in its absolute discretion expressly and in writing waives compliance with one or more of thepre-conditions specified in this sub-clause.8.3Termination of this Lease under this clause 8 does not affect any obligation on the Tenant that applies on or at the expiry of thisLease or any right, accrued by the expiry of this Lease, which either the Landlord or the Tenant then has against the other or againstany third party.8.4Waiver of a pre-condition under 8.2 shall not affect any right which the Landlord may have against the Tenant or against any thirdparty in respect of a breach of the Tenant's obligations.8.5Time is of the essence of all dates and periods referred to in this clause 8.8.6If notice is not served by the Tenant to terminate this Lease on the relevant date pursuant to clause 8.1 the Landlord and Tenantagree that the Principal Rent shall be reduced to a peppercorn for the period of 9 months from and including the relevant date.8.7The parties agree that to the extent the Tenant has paid any Rents or Service Charge to a date which is beyond the relevant date theLandlord shall refund to the Tenant within 14 days of the relevant date all such sums to the extent they have been paid for a periodbeyond the relevant date.8.8The parties agree by way of explanation and example in order to clarify the meaning of "one vertically contiguous space" in clause8.2(c) above that if the Tenant was the tenant of each of the third floor, fourth floor and fifth floor prior to the date of service of adetermination notice by the Tenant and each lease contained in a clause in the terms of this clause 8, the Tenant would be entitled tovalidly determine any one or more of the following leases by exercising its rights in this clause 8: (a)the Third Floor alone; (b)the Fifth Floor alone; (c)the Third and Fourth Floor together; (d)the Fourth and Fifth Floor together; or (e)the Third Floor, Fourth Floor and the Fifth Floor together.9RIGHT TO RENEW9.1The Tenant may exercise its option to take the Renewal Lease by serving written notice on the Landlord not less than twelve calendarmonths' prior to the Term Expiry Date.9.2The Tenant's option under clause 9.1 shall be of no effect if: (a)on the Term Expiry Date: (i)the Tenant and/or a Group Company of the Tenant (assessed together so for these purposes the Tenant and therelevant Group Company are assumed to be the same entity) shall not be in occupation of at least 70,000 square feetof contiguous office space within the Building; and 11/44005637_1538UKMATTERS:45919740.1 (ii)this Lease is not subsisting, and (b)on the date following the Term Expiry Date the Tenant and/or a Group Company of the Tenant (assessed together so for thesepurposes the Tenant and the relevant Group Company are assumed to be the same entity) will not be in occupation of at least70,000 square feet of contiguous office space within the Building.9.3For the purposes of clause 9.2 above it is agreed the contiguous office space means space let to the Tenant and/or a GroupCompany of the Tenant on sequential floors of the Building (with no lettable area between any such floors which is not let to theTenant or a Group Company of the Tenant (as the case may be)).9.4The Renewal Lease shall be made on the same terms as this lease save that: (a)the Term Commencement Date shall be the date immediately following the day of expiry of this Lease; (b)the Term shall be five (5) years; (c)the Principal Rent shall be ascertained in accordance with clause 9.5; (d)the "Review Dates" shall be the term commencement date and the term expiry date of the Renewal Lease; (e)the Tenant's option to break in clause 8 and all references to it shall be omitted; and (f)the term "Renewal Lease", this clause 9 and all references to them shall be omitted.9.5The Principal Rent payable on and from the term commencement date of the Renewal Lease shall be the higher of the Principal Rentpassing on the last day of this lease (ignoring any suspension or abatement) and the Open Market Rent calculated in accordance withthe provisions of the Third Schedule of this Lease. The provisions of paragraph 7 of the Third Schedule will apply if the Principal Rentpayable under the Renewal Lease has not been agreed or assessed by the term commencement date of the Renewal Lease.9.6If at the Term Expiry Date the Rents are suspended whether in whole or in part due to the occurrence of damage or destruction by anInsured Risk or an Uninsured Risk then the parties agree that for the purposes of the Renewal Lease it shall be assumed that suchdamage or destruction is an event which applies to the Renewal Lease so that such suspension continues and the time periodsreferred to in clauses 5.5 and 5.6 shall be reduced so as to take into account any part of these time periods that have occurred duringthe term of this Lease.9.7Any guarantor who is guaranteeing the obligations of the Tenant at the expiry of the Contractual Term shall be obliged to guaranteethe Tenant's obligations under the Renewal Lease on the same terms (but shall not be obliged to do so if during the 12 month periodprior to the Term Expiry Date the Tenant itself would have been able to satisfy the condition in clause 3.64(b) if at any time duringsuch period the Tenant had wished to take an assignment of the Lease).9.8Subject to clause 9.2, if the Tenant exercises its option pursuant to clause 9.1, the Landlord shall grant and the Tenant shall acceptthe Renewal Lease on the date specified in clause 9.4(a).9.9Time is of the essence of the dates and periods referred to in this clause 9.10GOVERNING LAW AND JURISDICTION10.1This Lease and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity,termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance withEnglish law and within the exclusive jurisdiction of the English courts, to which the parties irrevocably submit.10.2Each party agrees that any claim form or other document to be served under the Civil Procedure Rules may be served on it by beingdelivered to or left at a correct address for the purposes of clause 5.13. 11/44005637_1539UKMATTERS:45919740.1 10.3If any provision of this Lease is void or prohibited under any Act due to any applicable law, it shall be deemed to be deleted and theremaining provisions of this Lease shall continue in force. IN WITNESS whereof this deed has been executed by the parties hereto and is intended to be and is hereby delivered on the day and year firstabove written. 11/44005637_1540UKMATTERS:45919740.1 FIRST SCHEDULEThe PremisesALL THAT accommodation on Level 3 of the Building as the same is shown edged red and shaded purple on Plan 5 and which shall include: (a)one half severed medially of the non-structural and non-load bearing walls which divide the Premises from the remainder of theBuilding; (b)the entirety of all other non-structural or non-load bearing walls and columns; (c)the internal plaster surfaces and other finishes of load bearing walls and columns; (d)the ceiling finishes and the whole of any false ceilings and voids between the ceilings (including light fittings) and false ceilings; (e)void between the floor screed (but not the floor screed itself nor any of the floor joists or supporting structure) and any raised floors, allraised floors, the carpet or other covering or material; (f)the Landlord's fixtures and fittings; (g)the Landlord's Services Equipment within and exclusively serving the Premises; (h)the whole of any internal windows and the doors, partitions, equipment, fitments and lights of the Premises; (i)all Service Conduits and Appliances exclusively serving and within the Premises,but there are excluded from the demise: (j)any structural parts, load bearing walls, columns, roofs, Foundations and Services, external walls, cladding, window frames and glassin the external facades of the Building and joists in and around the Premises; (k)any atria in the Building (including any glass therein); (l)such of the Landlord's Services Equipment and such of the Service Conduits and Appliances as are used in common with other partsof the Building. 11/44005637_1541UKMATTERS:45919740.1 SECOND SCHEDULEPart IRights granted1The right for the Tenant and all persons authorised by the Tenant at all times: (a)to pass and repass on foot only over and along the pedestrian accessways within the Building from time to time designated bythe Landlord and to pass and repass on foot only through and over the Common Facilities and the Estate Common Parts andany part or parts thereof to gain access to and from the Premises and generally to use the Common Facilities and the EstateCommon Parts for all purposes in connection with the use and enjoyment of the Premises; (b)to pass and repass with or without vehicles over and along the roads and accessways within the Building and the EstateCommon Parts from time to time reasonably designated by the Landlord on the Building for the purpose of gaining access toand egress from the bicycle parking spaces referred to in paragraph 7 of this Part I of the Second Schedule and access to andegress from the loading bay in the Building; (c)to use the loading bays in the Building in such locations from time to time designated by the Landlord acting reasonably; (d)to use any compactor in the loading bay in the Building from time to time in such location as shall from time to timedesignated by the Landlord (acting reasonably); (e)to use such emergency escape routes from the Premises through the Building and the Estate Common Parts as comply fromtime to time with statutory requirements and any requirements from time to time of the local authority or local fire authority; (f)otherwise to use the Common Facilities and the Estate Common Parts for the purpose for which they are intended,(subject in each case to such regulations in relation thereto as may be imposed from time to time pursuant to clause 3.92 and/orclauses 3.106 to 3.108) in each case such rights being exercised in common with others entitled thereto.2The right of passage and use of all such Service Conduits and Appliances which now or may hereafter during the Contractual Termpass or run into, through, along, under or over the Building and the Estate in each case such rights being exercised in common withothers entitled thereto.3Subject to clauses 3.19 to 3.31: (a)the right at all times to connect into and use (subject to the regulations of any appropriate authority) the Service Conduits andAppliances for the supply of services and for drainage and to connect into and use such other Service Conduits andAppliances as may from time to time be available for connection to the Premises; (b)the right at all times to connect into and use such of the Landlord's Services Equipment as may from time to time be availablefor connection to the Premises,provided that such connection and use does not materially adversely affect the supply of services to other premises within theBuilding having regard to the Specification and on the basis that any residual capacity in such Service Conduits and Appliances andthe Landlord's Services Equipment over and above that set out in the Specification shall be available and allocated to all occupiers ofthe Building on a fair and reasonable basis. 11/44005637_1542UKMATTERS:45919740.1 4The right of support shelter and protection from the remainder of the Building.5The right at all reasonable times and upon reasonable prior notice (except in the case of emergency) to enter other parts of theBuilding for the purposes of carrying out any works required to comply with the covenants and conditions of the Tenant hereincontained and where such works cannot otherwise conveniently be carried out without such entry the Tenant in the exercise of suchright causing as little inconvenience and interference as is reasonably practicable in the circumstances to the Landlord or otheroccupier of the part of the Building so entered and its trade or business carried on therein and making good to the reasonablesatisfaction of the Landlord or the other occupier (as the case may be) any physical damage thereby caused.6The right for the Tenant and any other lawful occupier of the Premises to display its name (in the Landlord's house style) on the signboard provided by the Landlord for that purpose in the main reception area of the Building subject to the Landlord's prior approval(such approval not to be unreasonably withheld or delayed) as to the size and design of the signage concerned and its location).7The exclusive right for the Tenant and any lawful occupier of the Premises only at all times to use 65 bicycle parking spaces in thearea shown shaded red on Plan 6 and 65 lockers in the area shown shaded red on Plan 6 (the Landlord having the right at any timeand from time to time on not less than 14 days' notice to nominate an alternative space or spaces within the Building provided suchnomination is agreed by the Tenant (such agreement not to be unreasonably withheld or delayed)) provided that the Landlord shall beentitled to temporarily suspend all or any such rights after prior consultation with the Tenant as to timing and duration of the proposedworks (save in the case of an emergency) and having proper regard to the Tenant's representations in relation thereto for the purposeof carrying out works of repair and maintenance to the parts of the Building in which the relevant spaces are located where it wouldnot be practical to carry out the relevant works without such suspension and the Landlord shall use reasonable endeavours to keepany such period of suspension to the minimum reasonably practicable. 8The right in common with other occupiers of the Building to use the showers in Level -1 of the Building as are from time to timeprovided.9Subject to the Landlord's entitlement to access and remain on the Roof Terrace in connection with any of the purposes listed inparagraph 2 of Part II of the Second Schedule the right for the Tenant in common with other occupiers of the Building to access ontothe Roof Terrace for uses ancillary to the Tenant's use of the Premises and which are consistent with a high class office buildingprovided that the Tenant shall obtain the Landlord's prior approval to any furniture or other item to be placed on the Roof Terrace (suchapproval not to be unreasonably withheld or delayed).10The right in common with other occupiers of the Building to install in part or parts of the areas shown coloured red and blue on Plan 7(being tenant roof plant space) from time to time (subject to obtaining consent from the Landlord (such consent not to beunreasonably withheld or delayed) by deed and containing covenants of the type referred to in the provisos at the end of clause 3.31to such installation and subject to the Tenant obtaining all necessary consents and approvals) plant, machinery, satellite dishesaerials and equipment (including air conditioning equipment) together with the right to install and lay associated cabling and otherservice media (with any ancillary plant and equipment) in under over and through the Building for connection to the Premises and touse the same provided that the Landlord will manage the allocation of the tenant roof plant space with due regard to the requirementsof all tenants in the Building and taking the following into account: (a)where reasonably possible plant areas will be separate for each tenant and will take into account the riser allocation strategy(being the proviso to paragraph 11 below) and the location of the tenant's facilities requiring connection to those plant areas; 11/44005637_1543UKMATTERS:45919740.1 (b)the tenant plant space available for allocation will exclude the plant space set aside for tenant's generators; (c)the Landlord reserves the right to run cables/pipes and other service media over under or along such areas provided that theseshall not materially adversely affect the Tenant's use of the same and that the Landlord obtains the Tenant's prior writtenconsent (such consent not to be unreasonably withheld or delayed) to the location of such cables/pipes and other servicemedia; (d)the proportion that the Net Internal Area of the Premises bears to the Net Internal Area of all of the offices within the Buildinglet or intended to be let.11The right to use a fair and reasonable proportion of the riser space and telecoms intake room or rooms allocated to tenants for theiruse within the Building based on the proportion that the Net Internal Area of the Premises bears to the total Net Internal Area of alloffices within the Building for the purpose of running Service Conduits and Appliances exclusively serving the Premises provided thatthe installation of such cabling shall be subject to the Landlord's prior written consent such consent not to be unreasonably withheld ordelayed and provisos (a) to (d) at the end of clause 3.31 shall apply to such installation and consent Provided that the Landlord willmanage the allocation of the riser space for the purposes of the use of and connections to the Service Conduits and Appliances theLandlord's Services Equipment and such telecoms intake room or rooms on the following basis: (a)space shall be allocated between each of the tenants (and undertenants shall be not be taken into account for these purposes)in the same proportion as the Net Internal Area they occupy bears to the total Net Internal Area of the Building; (b)where reasonably possible separate risers will be allocated to each tenant and will take into account the location of thepremises demised to the tenant; (c)where reasonably possible the allocation of riser space to be used for IT purposes shall be on the basis of separate cageswithin the risers provided that the Tenant will reimburse the Landlord for the reasonable cost of such cages; (d)the Landlord reserves the right to run cables/pipes and other service media through such risers provided that these shall notmaterially adversely affect the Tenant's use of the same and that the Landlord obtains the Tenant's prior written consent (suchconsent not to be unreasonably withheld or delayed) to the location of such cables/pipes and other service media.Wayleaves12The Landlord acknowledges that the Tenant may wish to enter into wayleaves for cabling from external third parties for connectionthrough the Estate and the Building into the Premises and confirms that: (a)it will consent to any such wayleave without payment of a premium for such wayleaves; (b)it will not unreasonably withhold or delay its consent to the entering into of any such wayleave in a form reasonably approvedby the Landlord.Staircase Rights13For such duration as the internal staircases connecting the third and fourth floors exist the right to pass and repass through theairspace of the slabs separating the third and fourth floors for the purposes of utilising such connecting staircase. 11/44005637_1544UKMATTERS:45919740.1 Stadium Seating14The right to construct, retain, modify, amend and use the Stadium Seating within the atrium forming part of the Premises. Part IIRights excepted and reserved1The passage and use of all such Service Conduits and Appliances (if any) as now pass or run into through along under or over thePremises and which are designed to be used for the benefit of the remainder of the Building.2The right for the Landlord and all authorised persons at all reasonable times upon not less than 24 hours' prior notice (except in caseof emergency) to enter the Premises and to enter and remain on the Roof Terrace for the purposes of carrying out the Services for allor any of the following purposes: (a)inspecting the Premises and the state and condition thereof; (b)survey measurement or valuation of the Premises; (c)reading electricity, water and other check meters or sub-meters installed within the Premises; (d)preparation of a schedule of fixtures and fittings in or about the Premises; (e)remedying any breach of covenant by the Tenant after failure by the Tenant so to do in accordance with the provisions ofclause 3.18; (f)access to or egress from any of the plant rooms or Service Conduits and Appliances included within the Premises oraccessed from the Premises; (g)to comply with obligations owed by the Landlord (or any developer) to third parties or with the covenants on the part of theLandlord (or any developer) contained in this Lease or contained in the Agreement for Lease; (h)maintaining, amending, renewing, cleaning, repairing or rebuilding any adjoining premises in so far as such works cannot becarried out without entering upon the Premises; (i)to prepare any Energy Performance Certificate for the Premises or the Building; (j)in connection with the provision of Services,PROVIDED ALWAYS THAT the Landlord or other person exercising such rights shall cause as little interference and inconvenienceas reasonably practicable to the Tenant or other occupier of the Premises and its or their trade or business carried on therein and assoon as reasonably practicable make good to the reasonable satisfaction of the Tenant any damage thereby caused to the Premisesand the Tenant's fixtures and fittings and stock and PROVIDED FURTHER THAT the Landlord or other person exercising such rightscomplies with the reasonable security requirements of the Tenant or other occupier and where requisite the Landlord or other personexercising such rights shall only exercise such rights while accompanied by a representative of the Tenant or occupier of the relevantpart of the Premises PROVIDED THAT such a representative shall be made available at reasonable times on reasonable request bythe Landlord and if such a representative is not made available after a reasonable period after such request (or in the case ofemergency) entry may be made without such a representative.3All rights of light air and other easements and rights (but without prejudice to any expressly granted to the Tenant by this Lease (ifany)) now or hereafter belonging to or enjoyed by the premises from or over any adjoining neighbouring or contiguous land or building. 11/44005637_1545UKMATTERS:45919740.1 4The right to build or rebuild or alter or carry our any development or works to any adjoining neighbouring or contiguous land or buildingin any manner whatsoever (and to authorise any adjoining owner or occupier to do the same) and to let or authorise the letting of thesame for any purpose or otherwise deal therewith notwithstanding that the light or air to the Premises is in any such case therebydiminished or any other liberty, easement, right or advantage belonging to the Tenant is thereby diminished or prejudicially affectedand so that any access of light and air now or at any time enjoyed by the Premises shall be deemed to be by consent or agreement inwriting for that purpose within the meaning of Section 3 of the Prescription Act 1832 so that the enjoyment thereof shall not preventsuch building, rebuilding, alteration, development, works, letting or dealing as aforesaid and the Tenant shall permit such matterswithout interference or objection PROVIDED THAT the rights reserved by this paragraph 4 shall not be exercised so as to prejudicethe rights expressly granted to the Tenant under this Lease.5The right to support and shelter and all other easements and rights now and hereafter belonging to or enjoyed by all adjoining,neighbouring or contiguous land or buildings an interest wherein possession or reversion is at any time vested in the Landlord.6The right to build on or into any boundary or party wall of the Premises provided always that the Landlord or the person exercising thisright shall make good any damage thereby caused to the Premises and the Tenant's fixtures fittings and stock to the reasonablesatisfaction of the Tenant. 11/44005637_1546UKMATTERS:45919740.1 THIRD SCHEDULEReview of Principal Rent1In this Schedule:relevant Review Datemeans 4 March 2024 and each fifth anniversary thereafter and any other date thatbecomes a Review Date pursuant to paragraph 8Completed Premisesmeans the Premises on the assumption that: (a) the Landlord has completed the Premises at its own cost to thespecification and standard described in the section of the Specificationentitled "Category A Specification" and in compliance with everyapplicable Act; (b) the Tenant has removed all fitting out works carried out by the Tenant orany permitted occupier and made good all damage so caused by suchremoval so that the Premises are at the relevant Review Date in the samespecification as in (a) above and in compliance with statutoryrequirements; (c) if the Premises or the means of access thereto have been destroyed ordamaged they have been completely rebuilt or reinstated and fully restoredOpen Market Rentmeans the yearly rent which would reasonably be expected to become payable inrespect of the Completed Premises after the expiry of a rent free period of suchlength as would be negotiated in the open market between a willing lessor and awilling lessee for the time required for fitting out the Completed Premises on theassumption that such rent free period has expired prior to the relevant Review Dateupon a letting of the Completed Premises as a whole by a willing lessor to a willinglessee in the open market at the relevant Review Date for a term of 10 yearscommencing on the relevant Review Date in every case with rent reviews on eachfifth anniversary of term commencement and with vacant possession without a fineor premium and for the use or uses permitted under this Lease but otherwise uponthe terms of this Lease (other than (i) the length of the Contractual Term and (ii) theamount of the rent hereby reserved (but including the provisions for review of thePrincipal Rent)) and where at the relevant Review Date the Tenant has in fact thebenefit of the Reception Side Letter and the Western Terrace Side Letter, thehypothetical tenant of this Lease shall be assumed also to have the benefit of theReception Side Letter and the Western Terrace Side Letter, such benefit to beassumed to be shared on the same basis the benefit is in fact shared with otheroccupiers by the Tenant on the relevant Review Date, assuming whether or not it bethe case: 11/44005637_1547UKMATTERS:45919740.1 (a) that all the Landlord's and Tenant's covenants and obligations in thisLease have been fully complied with (provided that in the case of theLandlord the Landlord is at the relevant Review Date using all reasonableendeavours to remedy any subsisting breach which the Tenant notified theLandlord in writing as subsisting a reasonable period before the relevantReview Date); and (b) that the Completed Premises are available and suitable for immediateoccupation and use for fitting out as offices, but disregarding: (c) any goodwill attached to the Premises by reason of the carrying on thereatby the Tenant or by any person deriving title or any right to occupy throughor under the Tenant of any business; (d) any effect on rent of any alteration or improvement to the Premises madeby the Tenant or any person deriving title or any right to occupy through orunder the Tenant or their respective predecessors in title before or after thegrant of this Lease other than an alteration or improvement carried out tothe Completed Premises pursuant to an obligation to the Landlord whichshall include any alteration or improvement carried out as a consequenceof a statutory obligation; (e) any effect on rent of the fact that the Tenant or any person deriving title orany right to occupy through or under the Tenant or their respectivepredecessors in title may have been in occupation of the Premises or otherpremises in the Building or on the Estate, but so that it will be assumedthat such other premises in the Building are fully let at the relevant ReviewDate; (f) any effect on rent of any works to or alterations to the Premises carried outby the Tenant or any person deriving title or any right to occupy through orunder the Tenant or their respective predecessors in title which reducetheir rental value; and (g) the provisions of clause 8Reception Side Lettermeans the side letter granting Mimecast Services Limited exclusive use of areception desk or reception point in the Building on the terms set out therein, theform of which is attached at Appendix E to this Lease 11/44005637_1548UKMATTERS:45919740.1 Surveyormeans an independent chartered surveyor agreed upon by the Landlord and theTenant (both acting reasonably) or in defaultof agreement appointed by the President in accordance with paragraph 3 of thisScheduleWestern Terrace Side Lettermeans the side letter granting Mimecast Services Limited exclusive use of theWestern Roof Terrace on the terms set out therein, the form of which is attached atAppendix F to this Leaseagree or agreedmeans agree or agreed in writing between the Landlord and the Tenant.2From each Review Date the Principal Rent shall be such as may at any time be agreed between the Landlord and the Tenant as thePrincipal Rent payable from that Review Date or (in default of such agreement) whichever is the greater of: (a)the Open Market Rent; and (b)the Principal Rent contractually payable immediately before that Review Date (ignoring any rent abatement under clause 5.3).3If by a date three months before the relevant Review Date the rent payable from that Review Date has not been agreed the Landlordand the Tenant may agree upon a person to act as the Surveyor who shall determine the Open Market Rent but in default of suchagreement then either the Landlord or the Tenant may at any time make application to the President to appoint a surveyor todetermine the Open Market Rent and every application shall request that the Surveyor to be appointed shall if practicable be aspecialist experienced in the letting or rental valuation of office premises in the area in which the Premises are situate.4Unless the Landlord and the Tenant otherwise agree the Surveyor shall act as an arbitrator in accordance with the Arbitration Act1996.5If the Surveyor whether appointed as arbitrator or expert refuses to act or is or becomes incapable of acting or dies the Landlord orthe Tenant may apply to the President for the further appointment of a surveyor.6If the Surveyor is appointed as an expert he shall be required to give notice to the Landlord and the Tenant inviting each of them tosubmit to him within such time as he shall stipulate a proposal for the Open Market Rent supported (if so desired by either of theparties) by any or all of: (a)a statement of reasons; (b)a professional rental valuation or report; and (c)submissions in respect of each others' statement of reasons,but notwithstanding the foregoing the Surveyor shall determine the Open Market Rent in accordance with his own judgement but shallissue the determination with a statement of reasons.7If by a Review Date the Principal Rent payable from the Review Date has not been ascertained pursuant to this Third Schedule theTenant shall continue to pay the Principal Rent at the rate payable hereunder immediately before that Review Date and on the quarterday next after such ascertainment the Tenant shall pay to the Landlord the difference between the Principal Rent paid and thePrincipal Rent so ascertained for the period from the Review Date and ending on the said quarter day together with interest on suchdifference for such period at the Prescribed Rate (calculated by reference to such difference or the relevant parts thereof from thedate or the respective dates on which the same would have become due had the Principal Rent payable from the relevant ReviewDate been ascertained by such Review Date). 11/44005637_1549UKMATTERS:45919740.1 8If at any Review Date there is by virtue of any Act a restriction which operates to restrict the Landlord's right to review the PrincipalRent or if at any time there is by virtue of any Act a restriction which operates to restrict the right of the Landlord to recover anincrease in the Principal Rent otherwise payable then upon the ending removal or modification of such restriction the Landlord may atany time within three months thereafter give to the Tenant not less than one month's notice requiring an alternative rent review uponthe succeeding quarter day which quarter day shall for the purposes of this Schedule be a Review Date.9A memorandum of the Principal Rent ascertained from time to time in accordance with this Schedule shall be endorsed on this Leaseand the counterpart thereof by way of evidence only and signed by or on behalf of the Tenant and the Landlord respectively.10In this Schedule time shall not be of the essence in agreeing or determining the Open Market Rent nor appointing the Surveyor. 11/44005637_1550UKMATTERS:45919740.1 FOURTH SCHEDULEMatters to which the demise is subjectThe entries on the registers of title number NGL770398 dated 6 October 2017 and timed at 12:10:07. 11/44005637_1551UKMATTERS:45919740.1 FIFTH SCHEDULEThe Service Charge1In this Schedule:Accounting Periodmeans 1 April in each year to (and including) 31 March in the following year or such other period being a whole year as shall be notified by the Landlord to the Tenant inwritingBase Figuremeans the figure being the amount of the all items index figure of the RPI publishedfor the month falling three months preceding the commencement of the AccountingPeriod in the year of grant of this LeaseBase Service Charge Capmeans the sum of four hundred and ninety three thousand six hundred and eightpounds (£493,608) (exclusive of VAT)Building Services Costmeans all proper expenditure incurred by or on behalf of the Landlord on theprovision of the Building Services for an Accounting Period and on all related costsspecified in Part 1 of the Sixth Schedule, excluding any Outside Normal BusinessHours ChargeCapped Elementmeans a proportion of the Building Service Cost for that Accounting Period which theLandlord reasonably determines is fairly and reasonably attributable to the Premises(from which, for the purposes of this definition only, Utility Costs, Energy Levy andServices specifically requested by the Tenant shall be excluded)Capped Periodmeans the term of this LeaseEstate Services Costmeans all proper expenditure incurred by or on behalf of the Landlord on theprovision of the Estate Services for an Accounting Period and on all related costsspecified in Part 2 of the Sixth Schedule, excluding any Outside Normal BusinessHours ChargeIncidental Servicesmeans the reasonable costs and expenses reasonably and properly incurred by theLandlord or with the Landlord's authority in connection with the Services as set out inPart III of the Sixth ScheduleIncidental Service Costsmeans all proper expenditure incurred by or on behalf of the Landlord on theprovision of Incidental ServicesIndex Figuremeans the figure being the amount of the all items index figure of the RPI publishedfor the month falling three months prior to the expiry of the Accounting Period inrespect of which the calculation is being madeInterim Summeans a yearly sum assessed by the Landlord or the Landlord's Surveyor (actingreasonably) on account of the Service Charge for each Accounting Period being afair and reasonable estimate of the Service Charge payable by the Tenant in respectof that Accounting Period 11/44005637_1552UKMATTERS:45919740.1 RPImeans the Retail Prices Index (all items) published monthly in the United Kingdomby the Office for National Statistics or any official publication substituted for itService Chargemeans for any Accounting Period:(a) the Capped Element(b) a fair and reasonable proportion of the Estate Service Cost for thatAccounting Period which the Landlord reasonably determines isfairly and reasonably attributable to the Premises(c) a fair and reasonable proportion of the Utility Costs for thatAccounting Period as reasonably determined by the Landlord(d) a proportion of the Incidental Service Cost for that AccountingPeriod which the Landlord reasonably determines is fairly andreasonably attributable to the Premises(e) (to the extent the Tenant does not pay it directly to the relevantsupplier) the total cost of all utilities separately metered andexclusively supplied to the PremisesPROVIDED ALWAYS THAT all interest earned on all Interim Sums and any otherservice charge monies held by the Landlord whether in anticipation of futureexpenditure or otherwise shall be credited against Service CostsService Charge Capmeans the following amounts (exclusive of VAT):(a) in relation to the first Service Period, or proportionately for therelevant part of the first Accounting Period, the Base ServiceCharge Cap;(b) in relation to the second and all subsequent Accounting Periods thehigher of:i. the Service Charge Cap for the preceding AccountingPeriod; andii. an amount calculated in accordance with the followingformula:SRC x Index Figure;Base Figurewhere SRC is the amount of the Service Charge Cap for the preceding ServicePeriod; and 11/44005637_1553UKMATTERS:45919740.1 Service Charge Certificatemeans a certificate showing the Service Cost and Service Charge for eachAccounting Period served pursuant to paragraph 8 of this ScheduleService Charge CodeThe RICS Service Charges in Commercial Property ‑ a Code of Practice – 3rdEdition - which is effective from 4 February 2014 but not as updated or replaced fromtime to time thereafterService Costmeans the total sum calculated in accordance with paragraph 2 of this Schedule.Utility Costsmeans together the cost of the supply of electricity and gas:(a) for the provision of the Services; and(b) to the whole or any part of the Common Facilities.2The Service Cost shall be the total of the aggregate of the reasonable and proper costs reasonably and properly incurred by theLandlord in any Accounting Period in carrying out or procuring the carrying out of the Services and providing each item of theServices including (without prejudice to the generality of the foregoing) the Incidental Services but excluding for the avoidance ofdoubt any costs attributable to the provision of any of the Services outside Normal Business Hours at the specific request of theTenant or any other tenant or tenants of the Building.3The Capped Element of the Service Charge shall not exceed the Service Charge Cap for the Capped Period.4If at any time and from time to time the method or basis of calculating or ascertaining the cost of any item of the Services shall alteror the basis of calculating or ascertaining the Service Charge in relation to any item of the Services shall change and in thereasonable opinion of the Landlord or the Landlord's Surveyor such alteration or change shall require alteration or variation of thecalculation of the Service Charge in order to achieve a fairer and better apportionment of the Service Cost amongst the tenants of theBuilding then and in each and every such case the Landlord shall have the right to vary and amend the Service Charge and to makeappropriate adjustments thereto.5The Tenant shall pay to the Landlord the Interim Sum without deduction by equal quarterly instalments in advance on the usualquarter days.6Before the commencement of every Accounting Period the Landlord shall serve or cause to be served on the Tenant written notice ofthe Interim Sum for the relevant Accounting Period Provided that without prejudice to the provisions of paragraphs 11 and 12 of thisSchedule if the written notice aforesaid shall be served after the first occurring quarter day in the relevant Accounting Period theTenant shall until service of the written notice aforesaid make payments on account of the Interim Sum for the relevant AccountingPeriod on the days and in the manner provided by paragraph 5 of this Schedule at an annual rate equal to the Interim Sum for theimmediately preceding Accounting Period.7In the event that the Landlord shall not have served written notice of the Interim Sum for any Accounting Period before any quarterlyinstalments of the Interim Sum becomes due the Tenant shall within 21 days of the service of such notice pay to the Landlord anamount equal to the difference between instalments of the Interim Sum due on the date of service of such notice and the amount paidby the Tenant on account of the Interim Sum pursuant to paragraph 6 of this Schedule. 11/44005637_1554UKMATTERS:45919740.1 8As soon as practicable after the expiry of every Accounting Period (and in any event no later than the expiry of three months after theexpiry of the relevant Accounting Period) the Landlord shall serve or cause to be served a Service Charge Certificate on the Tenantfor the relevant Accounting Period.9A Service Charge Certificate shall contain a detailed summary of the Service Cost in respect of the Accounting Period to which itrelates together with the relevant calculations showing the Service Charge which shall be binding upon the Landlord and the Tenant(save in the case of manifest error).10The Tenant may request the Landlord to provide or at the Landlord's option make available for inspection further details of thebreakdown of the expenditure under a Service Charge Certificate or any particular item or items shown in a Service Charge Certificateby giving notice thereof in writing to the Landlord within three months of the date of service on the Tenant of the relevant ServiceCharge Certificate and upon receipt of such a notice the Landlord shall furnish to the Tenant or at the Landlord's option make availablefor inspection and afford to the Tenant all reasonable facilities to enable the Tenant to make copies of full details of such expenditureand other service charge information and documentation as may be reasonably required as soon as reasonably practicable and in anyevent within 28 days of each and every request PROVIDED ALWAYS that notwithstanding the giving of any such notice the Tenantshall nevertheless pay all Interim Sums and Service Charges as and when they fall due or as may be underpaid from time to time.11Within 21 days after the service on the Tenant of a Service Charge Certificate showing that the Service Charge for any AccountingPeriod exceeds the Interim Sum for that Accounting Period the Tenant shall pay to the Landlord or as it shall direct a sum equal tothe amount by which the Service Charge exceeds the Interim Sum provided that and the Tenant hereby acknowledges that if thereshall be any such excess in respect of the Accounting Period the amount of such excess shall be a debt due from the Tenant to theLandlord notwithstanding that the Contractual Term may have expired or been determined before the service by or on behalf of theLandlord of the relevant Service Charge Certificate.12If in any Accounting Period the Service Charge is less than the Interim Sum for that Accounting Period a sum equal to the amount bywhich the Interim Sum exceeds the Service Charge shall be accumulated by the Landlord and shall be applied in or towards theService Charge for the next following Accounting Period and following the last year of this Lease howsoever determined any excessshall be repaid to the Tenant within 28 days of the date of service on the Tenant of the Service Charge Certificate for suchAccounting Period.13The Landlord and Tenant agree that should the Termination of the Tenancy occur during any Accounting Period then the Tenant'sliability in respect of the Service Charge shall be apportioned on a daily basis up to the date of Termination of the Tenancy but thatthe Tenant shall have no liability in respect of the Service Charge for any period after the Termination of the Tenancy but thisparagraph shall be without prejudice to any balancing payments to be made pursuant to paragraphs 11 or 12 of this Schedule.14The Landlord will in the provision and management of the Services have due and proper regard to and shall use reasonableendeavours to comply with the Service Charge Code.15The Landlord shall not be entitled to require any payment from the Tenant towards the establishment or maintenance of any sinking orreserve fund in respect of the Service Cost.16CHANGES TO THE RPI16.1In the event of any change after the date of this Lease in the reference base used to compile the RPI the all items index figure takento be shown in the RPI after the change shall (where possible) be the all items index figure which would have been shown in the RPI ifthe reference base current at the date of this lease had been retained. 11/44005637_1555UKMATTERS:45919740.1 16.2If the Landlord reasonably believes that any change referred to in paragraph 16.1 above would fundamentally alter the calculation ofthe Service Charge Cap or in the event of it becoming impossible or impracticable, by reason of any change after the date of thislease in the methods used to compile the RPI or for any other reason whatsoever, to calculate the Service Charge Cap there shall besubstituted such other provisions for calculating the Service Charge Cap as shall be agreed between the Landlord and the Tenant or,in default of agreement, as may be determined pursuant to paragraph 17 below.17DISPUTES17.1If any dispute or question arises between the Landlord and the Tenant as to the calculation of the Service Charge Cap or as to theinterpretation, application or effect of any of the provisions of paragraph 16 then the matter in question may (without prejudicing theparties' ability to agree it at any time) be referred for determination by an independent person (the "Expert") who is to be appointed (indefault of agreement) on the application of either party by the President for the time being of either (taking into account the nature ofthe matter in dispute) the Royal Institution of Chartered Surveyors or the Institute of Actuaries and in respect of any Expert appointedto act under this paragraph 17:17.2he shall: (a)act as an expert and not as an arbitrator; (b)allow the Landlord and the Tenant to make written representations and cross-representations concerning the Service ChargeCap (or other matter in dispute) within such time limits as he may prescribe; (c)seek appropriate professional advice on any relevant matter beyond his professional expertise; and (d)make a reasoned determination which shall be final and binding between the parties unless it contains a manifest error;17.3he shall have full power to determine the dispute or matter in question including (without limitation) substituting an alternative index forthe RPI that most closely resembles it (but having regard to paragraph 16;17.4his fees and the cost of his nomination shall be paid as he may determine or, otherwise, equally by the Landlord and the Tenant; and17.5if he refuses to act, or is or becomes incapable of acting or dies, the Landlord or the Tenant may apply for the appointment of anotherExpert. 11/44005637_1556UKMATTERS:45919740.1 SIXTH SCHEDULEPart IBuilding Services1The maintenance, repair, decoration and inspection and when reasonably necessary (where in the reasonable opinion of the Landlordthe item is beyond economic repair) the renewal of the Building and each and every part thereof (including the glass in the outsidewalls of the Building in any atria in the Building and in the Common Facilities) excepting: (a)the Premises; and (b)other premises within the Building as are from time to time let or intended to be let.2The operation, maintenance, repair, inspection and cleansing and when reasonably necessary (where in the reasonable opinion of theLandlord the item is beyond economic repair) the renewal of any roof terrace and the Common Facilities including (without prejudice tothe generality of the foregoing) the lifts and escalators within and forming part of the Building, the Service Conduits and Appliances,water treatment systems, sanitary apparatus, pneumatics, vehicle turntables, electrically/mechanically operated barrier gates,computer monitoring system, closed circuit television, surveillance system, control security system and indicator installation, refusecompactors and all other mechanical and electrical systems and all plant, machinery and equipment associated therewith (exceptLandlord's Services Equipment) within the Building.3The: (a)operation, maintenance, repair, inspection and cleansing and when reasonably necessary (where in the reasonable opinion ofthe Landlord the item is beyond economic repair) the renewal and replacement of the Standby Generators and the Landlord'sServices Equipment (excluding such parts as are within the Premises or any other parts of the Building let or intended to belet by the Landlord and respectively serve the Premises or such other parts of the Building let or intended to be let by theLandlord exclusively) and provision of heating, cooling and ventilation to all parts of the Building; (b)external cleaning of the Building; and (c)external and internal cleaning of the Common Facilities,in all such cases as often as in the Landlord's reasonable opinion may be requisite and such maintenance shall include thepreparation, cleaning, decoration, repointing, painting, graining, varnishing, papering, polishing and other treatment or replacement offinishes (walls, floors and ceilings) with good quality materials of their several kinds and in a suitable manner for maintenance in goodcondition as may be appropriate for the particular external or internal finishes.4The provision (but not the initial capital cost of the provision of equipment) and maintenance of security services (including (withoutprejudice to the generality of the foregoing) 24 hour security guards in respect of the Common Facilities and electronic surveillancesystems as the Landlord shall reasonably deem necessary).5The lighting (including the maintenance, repair and for the purposes of repair the proper replacement of the lighting equipment andfittings) of any atria in the Building and the Common Facilities.6The disposal of refuse from the Building including the collection and compaction thereof and the provision of receptacles and plantand equipment in connection therewith. 11/44005637_1557UKMATTERS:45919740.1 7The cleaning of the outside of all exterior windows of the Building and all atria glazing (other than such as is the responsibility of anytenant of the Building) and glazing in the Common Facilities as often as may be requisite and the maintenance cleansing, repair,inspection and (where in the reasonable opinion of the Landlord the item is beyond economic repair), renewal of all window cleaningcradles, carriages and runways.8The provision (but not the initial capital cost of providing the same), cultivation, maintenance and replacement of plants and otherdecorative landscaping on the exterior of the Building in the Common Facilities and in any atria in the Building.9The continuous provision of hot water (in compliance with statutory requirements as to minimum temperatures) and cold water to eachlevel of the Building.10The provision of a caretaker, engineers, building technicians, receptionist and such other staff as the Landlord may deem reasonablyand properly necessary for the good management and security of the Building in accordance with principles of good estatemanagement with on-site security and reception services for the Building to be provided on a 24/7 basis.11The reasonable cost of making good any damage occasioned to the Premises or any other premises in the Building let to tenants ofthe Building as an unavoidable result of carrying out any of the Services.12The expenses reasonably and properly incurred by the Landlord in respect of any repairing, rebuilding and re-cleansing any partywalls, fences, sewers, drains, channels, sanitary apparatus, pipes, wires, passageways, stairways, entrance ways, roads, pavementsand other things the use of which is or is capable of being common to the Building and any other property.13The installation and (where appropriate) replacement or updating of separate sub-metering of utilities used in the Common Facilitiesand the Premises.14The provision of all such other services and facilities for the benefit of the Building and the tenants and occupiers of the Buildinggenerally as the Landlord shall from time to time reasonably consider to be necessary or expedient in accordance with good principlesof estate management prevailing from time to time.Part IIEstate Services1The provision of security services, personnel, plant and equipment (including security gates and barriers) and traffic control systemsfor the purpose of monitoring, supervising and controlling the Estate and persons present on the Estate (whether with or withoutvehicles).2The maintenance, repair, renewal, replacement, resurfacing, cleansing and keeping open and free from obstructions and detritus allaccessways, areas, surfaces and paving (including roadways, footways, ramps, turntables, car parking areas and loading bays) laidout on the Estate from time to time and available for passage, access and parking.3The taking of all appropriate steps to clean and maintain on a regular basis the Estate.4The provision and operation of means of collection, storage, compaction and disposal of refuse and rubbish (including litter and pestcontrol) arising or occurring on the Estate.5The provision of suitable landscaping and planting and to keep such parts of the Estate as are laid out with landscaping and plantingfrom time to time in good order and condition and properly tended, maintained, cultivated and planted including where appropriate ornecessary replanting. 11/44005637_1558UKMATTERS:45919740.1 6The maintenance and keeping in good repair and working condition efficient fire and smoke detection, fire preventative and firefightingequipment for the Estate (including sprinklers, hydrants, hosereels, extinguishers, fire alarms, fire escapes and fire escape routes andgeneral means of escape) all in compliance with statutory requirements the requirements of the Chief Fire Officer and any othercompetent statutory or other authorities underwriters and insurers.7The effecting, maintaining and renewing of: (a)such insurance on such terms and in such amount as shall be reasonably determined by the Landlord against any liabilitieswhich the Landlord or any of the owners of other buildings on the Estate may incur to third parties on account of the conditionof the Estate or any part thereof; and (b)such other insurance in connection with the Estate as the Landlord may reasonably determine.8The provision of any water, fuel, oil, gas, electricity and other energy supplies as may be required for use in running or operating anyof the Services to the Estate except such as are for the exclusive use of a particular tenant or tenants including (if the Landlordreasonably considers it necessary or appropriate) standby power generators and plant.9The inspection and maintenance of the Estate.10The lighting to an adequate and sufficient standard throughout such periods of the day and night as may be requisite all parts of theEstate to which access is available in fact or by right and the heating, cooling and ventilation as necessary of the underground partsof the Estate.11As often as may be necessary the erection, placing, renewal and replacement in suitable locations on the Estate such directionsigns, notices, artwork, sculptures, seats/benches, public toilets and other fixtures, fittings and chattels as are in the interests ofgood estate management appropriate for the enjoyment or better enjoyment of those parts of the Estate to which the public haveaccess in common with the owners of the buildings on the Estate or persons authorised by them provided that no addition will bemade which would result in a material adverse change to the nature or quality of the Estate.12The maintenance, repair and renewal of such special highway finishes on land immediately adjacent to the Estate or any part thereofas exist at the date hereof until such time as such land and finishes are dedicated to the relevant highway authority and the highwayauthority assumes responsibility for the maintenance of the same.13The installation, cleaning maintenance, repair, insurance, reinstatement and renewal of any canopies that may exist from time to timeover any part of the Estate.14The provision of other services and benefits which the Landlord properly considers to be in the interest of good estate managementgenerally for the Estate as a whole including without prejudice to the generality of the foregoing holding private functions andentertainments and/or events for general or public benefit.15Making (and as appropriate from time to time replacing) and enforcing reasonable regulations for the management operation andcontrol of the Estate as a whole and entering into agreements deeds or other arrangements with tenants or users of the Estate or anypart or parts thereof and adjoining or neighbouring owners for the purpose of performing any of the Services.Any reference in Part II of this Schedule to renewal includes renewal, in accordance with the principles of good estate management,of the relevant part of the Estate which is beyond its natural life or deemed by the Landlord (acting reasonably) to be of insufficientquality to maintain standards in keeping with the remainder of the Estate, even though such item is not malfunctioning or in a state ofdisrepair. 11/44005637_1559UKMATTERS:45919740.1 Part IIIIncidental costs and expenses to be included in the Service Cost1The proper cost of fuel, oil, gas and electricity or other energy supplies or power sources from time to time used in running oroperating any of the Services.2All existing and future rates, taxes, assessments, charges and outgoings of whatsoever nature payable in respect of the Building orany part thereof (including general and water rates and in respect of the Common Facilities and Communal Areas) other than: (a)rates and other outgoings payable in respect of: (i)the Premises; and/or (ii)other premises within the Building as are from time to time let or intended to be let but not then let; (b)any tax payable or assessed as a result of any dealing with (including any actual or deemed disposal of) any reversionimmediately or mediately expectant on this Lease; and/or (c)any tax payable or assessed in respect of the Rents or other payments reserved or payable hereunder; and/or (d)any future property ownership tax or assessment in respect of any reversionary interest in the Premises; and/or (e)any tax payable or assessed on the Landlord in respect of or arising out of or relating to the grant of this Lease.3All reasonable and proper costs, fees, expenses and other outgoings incurred in connection with: (a)the employment or engagement of such independent contractors, agents, consultants, professional advisers or otherpersonnel as are reasonably necessary in connection with the provision or carrying out of the Services; (b)the salaries, wages, pensions and pension contributions and other emoluments and statutory employer's contributions orlevies of all persons properly employed in connection with the provision or carrying out of the Services; (c)the provision of any necessary uniforms, protective or specialist clothing, tools, appliances, plant, equipment and materials asmay be necessary or desirable for use in connection with the provision or carrying out of the Services.4The reasonable and proper fees and disbursements of managing agents engaged by the Landlord in connection with the provision orcarrying out of the Services which shall be in line with market rates for a central London office building.5All reasonable fees and costs properly incurred in respect of keeping full and proper records and accounts of the Services andService Cost and the preparation of all necessary accounts statements and certificates in relation to the recovery of the Service Costfrom tenants of the Building.6Reasonable bank charges and interest on overdrawings for discharging items of Service Cost and the collection of the ServiceCharges after giving credit for any interest earned thereon in respect of the same Accounting Period. 11/44005637_1560UKMATTERS:45919740.1 7Rent rates and all other outgoings in respect of accommodation properly incurred for use or occupation by the Landlord its agents,servants, employees, workmen or other persons employed directly in connection with the provisions and carrying out of the ServicesPROVIDED THAT: (a)where such accommodation is within the Building or on other premises owned by the Landlord and no rent is paid to theLandlord the Landlord shall be entitled to include in the Service Cost an amount equal to market rent of such accommodationas properly and reasonably determined annually by the Landlord's Surveyor; and (b)where such accommodation is not used exclusively for the provision and carrying out of the Services a fair and reasonableproportion of such rent or deemed rent shall be allocated to the Service Cost.8All proper and reasonable legal and other professional fees and disbursements properly incurred by the Landlord in connection withthe enforcement of any contract or agreement entered into by or on behalf of the Landlord with any third party in connection with theprovision or carrying out of the Services.9The reasonable and proper cost of any maintenance or service agreements or insurance contracts in respect of any of the plant,equipment, services or facilities used in connection with the Services.10The supply of requisites to the lavatories comprised in the Common Facilities and such other facilities in the Common Facilities.11The reasonable and proper cost of taking steps to comply with or making representations concerning the requirements of anystatutes, by-laws and other regulations affecting the Building.12The payment of all VAT properly payable on any item of expenditure in connection with the provision or carrying out of the Services tothe extent that it is not otherwise recoverable by the Landlord.13The cost of making up any amount properly deducted by the insurers pursuant to any excess provisions contained in any insurancepolicy of the Building.14Any other proper and reasonable expense properly incurred by the Landlord or its managing agents or other provider of the Servicesattributable to the provision supervision and management of the Services or the improvement from time to time of the standardthereof as shall be reasonably considered advisable or necessary not otherwise specifically mentioned in the Schedule.15A fair and reasonable proportion of the Energy Levy which is attributable on a fair and reasonable basis to the Common Facilitieswhich proportion shall be based on a comparison of the energy supplied to the Common Facilities with the energy supplied to theBuildingPROVIDED ALWAYS that: (a)where in this Schedule there are references to matters or things which are then stated to include certain particular matters orthings which are not also stated to be without prejudice to the generality of the wording preceding it nevertheless the referenceto the particular matters or things shall be deemed to be and in each case shall be without prejudice to the generality of thewording preceding it; (b)the Landlord may temporarily withdraw any item of service matter or thing specified in this Schedule if such withdrawal is inthe interest of good estate management provided that the use and enjoyment of the Premises is not thereby impaired in anymaterial respect; 11/44005637_1561UKMATTERS:45919740.1 (c)the Landlord shall have the right (provided that the occupation and use of the Premises is not materially adversely affected) tocease or to procure the cessation of the provision of or add to or procure the addition to any item of Services matter or thingspecified in this Schedule if the Landlord in its reasonable discretion shall deem it desirable or expedient to do so but inreaching such decision the Landlord is to have regard to the principles of good estate management and the interests of thetenants in the Building; (d)any parts of the Building occupied by the Landlord for any purpose otherwise than in connection with or incidental to theprovision of the Services shall be deemed to be premises "let or intended to be let" for the purposes of this Schedule; (e)the Landlord shall credit to the Service Cost any cost or expense to the extent to which the Landlord is paid or reimbursed byany person in connection with the maintenance and repair of the Building including but not necessarily limited to the cost ofany item for which the Landlord is paid or reimbursed by insurance proceeds warranties service contracts or otherwise; (f)the Service Cost and the Service Charge shall not include: (i)costs and expenses attributable to any part or parts of the Building or the Estate let or intended to be let to any othertenant or occupier (other than management accommodation which for the avoidance of doubt shall not includemarketing suites temporarily located in parts of the Building or the Estate intended to be let) which are not so let oroccupied nor the costs in respect of collection of rents and Service Charge or arrears and Service Charge or review ofprincipal yearly rents in respect of such parts of the Building and such costs and expenses shall be borne and bepayable by the Landlord; (ii)any costs and expenses attributable in any way whatsoever to the initial construction of the Building (includinglandscaping and the Foundations and Services) and the Estate, the Base Building Definition and the initial installationof the Landlord's Services Equipment and the Services Conduits and Appliances; (iii)any fees, costs and commissions of whatsoever nature incurred in procuring or attempting to procure other tenants forthe Building; (iv)the costs of remedying any disrepair, damage or destruction caused by any of the Insured Risks or by an UninsuredRisk to the Building or the Estate; (v)any costs in connection with enforcing covenants in any other lease of any part of the Building on the Estate; (vi)any sums payable by the Landlord in relation to any of its charges or indebtedness or financing; (vii)the costs of commissions and charges in respect of collecting of principal rents, service charges and electricity costand Outside Normal Business Hours charge and of reviewing rents payable by other tenants of the Building; (viii)costs of CIL and any costs associated with CIL; (ix)costs associated with Historic Contamination; (x)costs attributed to the Developer's Works (as defined in the Agreement for Lease); 11/44005637_1562UKMATTERS:45919740.1 (xi)costs which would otherwise form part of the Service Costs but which are directly recoverable in full from any thirdparty occupier in the Estate; (xii)costs incurred in connection with applications to assign, sublet or alter in respect of any lease or other occupationaldocument relating to the Building other than in relation to the Premises; (xiii)costs in respect of any voids or vacant area in the Building which are available to let and/or intended for letting; (xiv)future redevelopment costs; (xv)costs associated with any breach of the Landlord of its obligations to repair and maintain the Estate and the Building inaccordance with its obligations in this Lease; and (xvi)any amounts recovered from a third party contractor or professional employed by the Landlord or its predecessors intitle in relation to the construction, modification or improvement of the Building on the Estate (less reasonable andproper costs incurred by the Landlord in making such recovery); 11/44005637_1563UKMATTERS:45919740.1 SEVENTH SCHEDULESurety's Covenant1The Surety hereby covenants with the Landlord as a primary obligation that: (a)the Tenant will pay the rents reserved by this Lease on the days and in manner aforesaid and will duly perform and observe allthe Tenant's covenants contained in this Lease and that in case of default the Surety will pay and make good to the Landlordon demand all loss, damages, costs and expenses thereby arising or incurred by the Landlord; (b)the Surety will (to the extent properly required by the Landlord in accordance with the terms of this Lease) enter into anyfurther lease granted by the Landlord to the Tenant whether pursuant to the Landlord and Tenant Act 194 or otherwise toguarantee the obligations of the Tenant under such lease such guarantee to be in terms identical (mutatis mutandis) to theterms of this guarantee or in such other terms as may be required by the Landlord; (c)in the event that a liquidator or trustee in bankruptcy shall disclaim this Lease the Surety shall if the Landlord so requires bynotice in writing given to the Surety within three months after such event take a new lease of the Premises for the residue ofthe term unexpired at the date of such event and at the rents then payable and subject to the terms of this Lease in everyrespect and to execute and deliver to the Landlord a counterpart thereof and to pay to the Landlord the reasonable coststhereof; (d)in the event that the Landlord shall not require the Surety to take up a lease in accordance with the provisions of paragraph1(b) hereof following the disclaimer of this Lease then the Surety shall pay to the Landlord a capital sum in the amount of theRents that would have otherwise have been payable under this Lease for the period of 6 months from the date of suchdisclaimer; (e)for the purposes of paragraph (b): (i)the new lease shall: (A)be completed within 4 weeks after the date when the Landlord notifies the requirement to the Surety; and (B)take effect from the date of forfeiture, subject to any third party rights of vesting and possession; and (ii)the contractual term of the new lease shall expire when the Contractual Term would have expired but for thedisclaimer.2PROVIDED ALWAYS THAT IT IS HEREBY AGREED THAT:2.1The Surety shall not be released or discharged in any way from its obligations under this Lease by: (a)any neglect or forbearance of the Landlord in endeavouring to obtain payment of the Rents when the same become payable orto enforce performance or observance of the Tenant's covenants herein and any time which may be given by the Landlord tothe Tenant; (b)any variation of the terms of this Lease with the Surety's consent; (c)the transfer of the Landlord's reversionary interest immediately expectant on the determination of this Lease; (d)any refusal by the Landlord to accept rent tendered by or on behalf of the Tenant at a time when the Landlord was entitled tore-enter the Premises; 11/44005637_1564UKMATTERS:45919740.1 (e)any legal limitation and/or incapacity of the Tenant and/or any change in the constitution or powers of the Tenant the Surety orthe Landlord; (f)any liquidation, administration or bankruptcy of the Tenant or the Surety; or (g)any other act, omission, matter or thing whatsoever whereby but for this provision the Surety would be released (other than arelease of the Surety by Deed entered into by the Landlord).2.2The Surety shall not be entitled to participate in or be subrogated to any security held by the Landlord in respect of the Tenant'sobligations or otherwise to stand in the place of the Landlord in respect of any such security.2.3The Surety hereby waives any right to require the Landlord to pursue against the Tenant any rights which may be available to theLandlord before proceeding against the Surety.2.4The Surety abandons and waives any right it may have at any time under the law whether existing or future (whether by virtue of thedroit de discussion or division or otherwise) to require that: (a)the Landlord, before enforcing this Lease or any right, interest or obligation under this Lease, takes any action, exercises anyrecourse or seeks a declaration of bankruptcy against the Tenant or any other person, makes any claim in a bankruptcy,liquidation, administration or insolvency of the Tenant or any other person or enforces or seeks to enforce any other right,claim, remedy or recourse against the Tenant or any other person; (b)the Landlord, in order to preserve any of its rights against the Surety joins the Surety as a party to any proceedings againstthe Tenant or any other person or the Tenant or any other person as a party to any proceedings against the Surety or takesany other procedural steps or observes any other formalities; or (c)the Landlord divides or apportions the liability of the Surety under this Lease with any other person or such liability is reducedin any manner. 11/44005637_1565UKMATTERS:45919740.1 EIGHTH SCHEDULEForm of authorised guarantee agreement AUTHORISED GUARANTEE AGREEMENT DATE: ………………………… PARTIES (1)[ ] whose registered office is at/of [ ] [(Co. Regn. No. )] (the"Landlord"); and (2)[ ] whose registered office is at/of [ ]1 [(Co. Regn. No. )] (the "ExistingTenant"); and (3)[[ ] whose registered office is at/of [ ]2 [(Co. Regn. No. )] (the "ExistingTenant's Guarantor")] BACKGROUND (A)This agreement is supplemental and collateral to the Lease. (B)The Landlord is entitled to the immediate reversion to the Lease. (C)The residue of the term granted by the Lease is vested in the Existing Tenant. (D)The Existing Tenant intends to assign the Lease and in accordance with the provisions of the Lease has agreed to enter into anauthorised guarantee agreement with the Landlord. (E)[Under the Lease the Tenant's obligations are guaranteed by the Existing Tenant's Guarantor.] IT IS AGREED AS FOLLOWS:1.DEFINITIONS AND INTERPRETATIONIn this agreement:1.1the following expressions have the respective specified meanings:"Assignee" the person or persons defined as assignee in the Licence to Assign;"Assignment" means the assignment authorised by the Licence to Assign, which for the purposes of this agreement, occurs on thedate of the transfer of the Lease to the Assignee whether or not the transfer requires to be completed by registration at HM LandRegistry;"Lease" a lease of [ ] floor of 1 Finsbury Avenue, London EC2 dated [date] and made between (1) B.L.C.T. (PHC 15A)Limited, (2) Mimecast Services Limited and (3) Mimecast Limited, and includes all documents collateral to it including this agreement;"Licence to Assign" a licence to assign the Lease dated the date hereof and made between [parties];"Tenant's obligations" has the same meaning as is given by the 1995 Act to the expression "tenant covenants" and applies in relationto the tenancy created by the Lease; and"1995 Act" means the Landlord and Tenant (Covenants) Act 1995; 1If a foreign company, include an address for service in the UK and specify that it is such an address.2If a foreign company, include an address for service in the UK and specify that it is such an address. 11/44005637_1566UKMATTERS:45919740.1 1.2where a party comprises more than one person, that party's obligations take effect jointly and severally; and1.3references to any clause are to the corresponding clause in this agreement and the headings do not affect the construction orinterpretation of this agreement.2.AUTHORISED GUARANTEE AGREEMENTThis authorised guarantee agreement is entered into by the Existing Tenant in consideration of the Landlord's entering into the Licenceto Assign and, accordingly, the Existing Tenant as a principal obligor agrees with the Landlord that:2.1GuaranteeThe Existing Tenant's obligations will be complied with by the Assignee and, to the extent they are not, the Existing Tenant will complywith them and will indemnify the Landlord against any loss it suffers as a result of any non-compliance, without deduction or set-off.2.2Preservation of the guaranteeThe Existing Tenant's obligations under this clause are not affected by: 2.2.1any delay or other indulgence, compromise or neglect in enforcing the Tenant's obligations or any refusal by the Landlord toaccept tendered rent; 2.2.2any partial surrender of the Lease (and the Existing Tenant's liability shall continue but only in respect of the continuingTenant's obligations); 2.2.3without prejudice to clause 2.4, any disclaimer of the Assignee's liability under the Lease; 2.2.4any legal limitation, immunity, incapacity, insolvency or the winding-up of the Assignee (or, if the Assignee is more thanone person, of any such person) or by the Assignee (or any such person) otherwise ceasing to exist; 2.2.5any act or omission in connection with any right or remedy against the Assignee or with any other security which theLandlord holds at any time for the Tenant's obligations or in connection with re-letting the Premises; 2.2.6any other act or omission which, but for this provision, would have released the Existing Tenant from liability,or any combination of any such matters and, subject as provided in section 18 of the 1995 Act, the Existing Tenant's obligations are notreleased by, but shall be construed so as to require compliance with, the terms of any consent or approval by the Landlord or of anyvariation or waiver of any of the Tenant's obligations and the Existing Tenant shall, if the Landlord requests, join in any such consent,approval, variation or waiver in order to acknowledge and confirm that requirement.2.3Subrogation rights, etc.The Existing Tenant: 2.3.1may not participate in, or exercise any right of subrogation in respect of, any security which the Landlord holds at any timefor the Tenant's obligations; 2.3.2will unconditionally waive any right of contribution by the Assignee towards the Existing Tenant's liability under this clause,to the extent the waiver is requisite for preserving that liability; 2.3.3acknowledges that the Existing Tenant's obligations under this clause are and shall remain additional to and separate fromany other security which the Landlord holds at any time for the Tenant's obligations and shall be complied with irrespectiveof any such other security; 2.3.4shall not: (A)claim in competition with the Landlord in any proceedings or any type of arrangement in connection with theAssignee’s insolvency; or (B)exercise any other right or remedy against the Assignee whether insolvent or not,in respect of any performance of the Existing Tenant's obligations under this clause unless and until all of those obligationsare fully performed (and, if, notwithstanding, the Existing Tenant does receive any money pursuant to any such claim, rightor remedy, it shall hold the money on trust for the Landlord until those obligations are fully performed); and 11/44005637_1567UKMATTERS:45919740.1 2.3.5warrants that it has not taken and agrees that it will not take any security over the Assignee's assets for any liability owedto the Existing Tenant (and, if, notwithstanding, the Existing Tenant does receive any such security, it shall hold thesecurity on trust for the Landlord until the Existing Tenant's obligations under this clause are fully performed).2.4Disclaimer, etc. 2.4.1If the Assignee’s liability under the Lease is disclaimed, the Landlord may require the Existing Tenant to accept (and, if so,the Existing Tenant will accept) a new lease of the Premises on and giving effect to the same terms, and containing thesame agreements, as the Lease except this clause (and, where any such term applies as at a particular date or period, asat the same date or period), and as the terms had effect immediately before the disclaimer such that the obligations of thenew lease are no more onerous than the Tenant's obligations, subject as provided in clause 2.4.2. 2.4.2For the purposes of clause 2.4.1: (A)the Landlord's requirement must be notified to the Existing Tenant within six months after the date of theLandlord's receipt of notice of the disclaimer; (B)the new lease shall: (1)be granted in all respects at the Existing Tenant's cost; (2)be completed within four weeks after the date when the Landlord notifies the requirement to theExisting Tenant; and (3)take effect from the date of disclaimer, subject to any third party rights of vesting and possession;and (C)the contractual term of the new lease shall expire when the Term would have expired but for the disclaimer. 2.4.3In the event that the Landlord shall not require the Existing Tenant to take up a new lease of the Premises following thedisclaimer of the Lease then the Tenant will continue to pay to the Landlord the rents reserved by the Lease for a period ofsix months from the date of disclaimer or until the date the Premises are re-let, whichever first occurs. 3.[AGA GUARANTEEIn consideration of the Landlord entering into the Licence to Assign, the Existing Tenant's Guarantor as a principal obligor agrees withthe Landlord, with effect from the Assignment, that:3.1GuaranteeUntil the date when the Existing Tenant is released by the 1995 Act from the guarantee and supplementary provisions in clause 2(referred to in this clause as the "Authorised Guarantee Agreement") the Existing Tenant will comply with the Authorised GuaranteeAgreement and, to the extent the Existing Tenant does not, the Existing Tenant's Guarantor will comply with them and will indemnify theLandlord against any loss it suffers as a result of any non-compliance, without deduction or set-off.3.2Preservation of the guaranteeThe Existing Tenant's Guarantor's obligations under this clause are not affected by: 3.2.1any delay or other indulgence, compromise or neglect in enforcing the Authorised Guarantee Agreement; 3.2.2any partial surrender of the Lease (and the Existing Tenant's Guarantor's liability shall continue but only in respect of thecontinuing Authorised Guarantee Agreement); 3.2.3without prejudice to clause 3.4, any disclaimer of the Authorised Guarantee Agreement; 3.2.4any legal limitation, immunity, incapacity, insolvency or the winding-up of the Existing Tenant (or, if the Existing Tenant ismore than one person, of any such person) or by the Existing Tenant (or any such person) otherwise ceasing to exist; 3.2.5any act or omission in connection with any right or remedy against the Existing Tenant or with any security which theLandlord holds at any time for the Tenant's obligations or in connection with re-letting the Premises; 11/44005637_1568UKMATTERS:45919740.1 3.2.6any other act or omission which, but for this provision, would have released the Existing Tenant's Guarantor from liability,or any combination of any such matters and, subject as provided in section 18 of the 1995 Act, the Existing Tenant's Guarantor'sobligations in connection with the Authorised Guarantee Agreement are not released by, but shall be construed so as to requirecompliance (through the Authorised Guarantee Agreement) with, the terms of any consent or approval by the Landlord or of anyvariation or waiver of any of the Tenant's obligations and the Existing Tenant's Guarantor shall, if the Landlord requests, join in any suchconsent, approval, variation or waiver in order to acknowledge and confirm that requirement.3.3Subrogation rights, etc.The Existing Tenant's Guarantor: 3.3.1may not participate in, or exercise any right of subrogation in respect of any security which the Landlord holds at any timefor the Tenant's obligations; 3.3.2will unconditionally waive any right of contribution by the Existing Tenant towards the Existing Tenant's Guarantor's liabilityunder this clause, to the extent the waiver is requisite for preserving that liability; 3.3.3acknowledges that the Existing Tenant's Guarantor's obligations under this clause are and shall remain additional to andseparate from any other security which the Landlord holds at any time for the Tenant's obligations and shall be compliedwith irrespective of any such other security; 3.3.4shall not: (A)claim in competition with the Landlord in any proceedings or any type of arrangement in connection with theinsolvency of any person who owes the Landlord liability for the Tenant's obligations; or (B)exercise any other right or remedy against any such person whether insolvent or not,in respect of any performance of the Existing Tenant's Guarantor's obligations under this clause unless and until all ofthose obligations are fully performed (and, if, notwithstanding, the Existing Tenant's Guarantor does receive any moneypursuant to any such claim, right or remedy, it shall hold the money on trust for the Landlord until those obligations are fullyperformed); and 3.3.5warrants that it has not taken and agrees that it will not take any security over the Existing Tenant's assets for any liabilityowed to the Existing Tenant's Guarantor (and, if, notwithstanding, the Existing Tenant's Guarantor does receive any suchsecurity, it shall hold the security on trust for the Landlord until the Existing Tenant's Guarantor's obligations under thisclause are fully performed).3.4Disclaimer, etc. 3.4.1If a new lease is to be granted to the Existing Tenant pursuant to clause 2.4, the Existing Tenant's Guarantor shall be aparty to it in order to guarantee compliance with the Existing Tenant's obligations under it and to accept a further leasefollowing any disclaimer or forfeiture by or against the Existing Tenant as tenant of the new lease. 3.4.2The Existing Tenant's Guarantor's obligations in clause 3.4.1 shall be on the same terms, subject to any necessarydifferences of fact, as applied to the obligations which the Existing Tenant's Guarantor had under the Lease before theAssignment. 3.4.3If the Existing Tenant fails to comply with clause 2.4.1, the Existing Tenant's Guarantor will do so by taking the new leasein its own name.4.TRANSMISSION OF GUARANTEESThe benefit of every guarantee provided for in this agreement shall:4.1be annexed and incident to the whole, and to each and every part, of the immediate reversion to the Lease; and4.2pass on an assignment of the whole or any part of that reversion. 11/44005637_1569UKMATTERS:45919740.1 5.SEVERANCEIf any provision of this agreement is void or prohibited under any statutory enactment due to any applicable law, it shall be deemed tobe deleted and the remaining provisions of this agreement shall continue in force.6.GOVERNING LAW AND JURISDICTION6.1This agreement and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity,termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance withEnglish law and within the exclusive jurisdiction of the English courts, to which the parties irrevocably submit.6.2Each party irrevocably agrees that any claim form or other document to be served under the Civil Procedure Rules may be served on itby being delivered to or left at its address in the United Kingdom as stated in this document or as otherwise notified to [each] [the] otherparty and each party undertakes to notify the others in advance of any change from time to time of such address for service and tomaintain an appropriate address at all times.7.EXCLUSION OF THIRD PARTY RIGHTSThe parties confirm that no term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a personwho is not a party to it. This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it. 11/44005637_1570UKMATTERS:45919740.1 EXECUTED as a DEED by MIMECAST SERVICES LIMITED……………………..acting by two directors /a(Signature of director)director and its company secretary …………………….. (Signature of director / secretary) EXECUTED as a DEED by MIMECAST LIMITED…………………………acting by a director(Signature of director)in the presence of: Secretary …………………………………….. (Name of witness) …………………………………….. …………………………………….. …………………………………….. …………………………………….. (Address of witness) …………………………………….. (Signature of witness) 11/44005637_1571UKMATTERS:45919740.1 EXECUTED as a DEED by BLCT (PHC 15A))LIMITED, a company incorporated in Jersey, acting)By Nigel Webb , being a)person(s) who, in accordance with the laws of that)territory, is/are acting under the authority of the company) …….B.L.C.T. (PHC 15A) Limited……Signature in the name of the company Signature(s): /s/ Nigel Webb Authorised Signatory /s/ Illegible For British Land Company Secretarial Limited EXECUTED as a DEED by MIMECAST/s/ Peter Bauer……………………..SERVICES LIMITED acting by two(Signature of director)directors /a director and its company secretary /s/ Rafeal Brown…………………………….. (Signature of director / secretary) Signed as a deed on behalf of MIMECAST)LIMITED, a company incorporated in Jersey,)by __Peter Bauer________________, being a)person who, in accordance with the laws of that)territory, is acting under the authority of the company) Signature(s):_/s/ Peter Bauer_____________________ Authorised Signatory 11/44005637_1572UKMATTERS:45919740.1 Exhibit 10.42 Execution version 29 March 2019 B.L.C.T. (PHC 15A) LIMITEDandMIMECAST SERVICES LIMITEDandMIMECAST LIMITED 1 FINSBURY AVENUE, LONDON EC2LEASE OF 4th FLOOR Herbert Smith Freehills LLP 11/46479475_51UKMATTERS:45919740.1 TABLE OF CONTENTS 1INTERPRETATION12DEMISE HABENDUM AND REDDENDUM103TENANT'S COVENANTS11 Rent11 Outgoings11 Water gas and electricity charges and equipment12 Repair12 Decoration and maintenance12 Yield up12 Landlord's rights of entry13 Compliance with notices to remedy13 Improvements and alterations13 Notices of a competent authority17 To comply with enactments17 To comply with town planning legislation etc17 User permitted18 User prohibited18 Alienation absolutely prohibited19 Assignment permitted20 Underletting permitted21 Registration23 Not to display advertisements23 Insurance23 Notice of damage24 Landlord's costs25 VAT25 Regulations affecting the Premises26 Obstructions and encroachments26 Covenants and provisions affecting the Landlord's title26 Operation of plant and equipment26 Obligations relating to entry and services27 Registration27 Energy performance certificates27 Bicycle Spaces284LANDLORD'S COVENANTS28 Quiet enjoyment28 Insurance28 Landlord's obligations in relation to insurance29 Reinstatement29 Obligations relating to Services for the Tenant30 Building Defects31 Head Lease rents31 Head Lease rents31 Retail Units315PROVISOS31 Re-entry32 Suspension of rent33 Damage before Rent Commencement Date34 Determination if damage or destruction34 11/46479475_52UKMATTERS:45919740.1 Roof Terrace36 Warranty as to use36 Service of notices36 Apportionment36 Exclusions of Landlord's liability36 Removal of property37 VAT37 Sharing of information386SURETY387CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999388DETERMINATION389RIGHT TO RENEW3910GOVERNING LAW AND JURISDICTION40FIRST SCHEDULE - The Premises41SECOND SCHEDULE42 Part I Rights granted42 Part II Rights excepted and reserved45THIRD SCHEDULE - Review of Principal Rent47FOURTH SCHEDULE - Matters to which the demise is subject51FIFTH SCHEDULE - The Service Charge52SIXTH SCHEDULE57 Part I Building Services57 Part II Estate Services58 Part III Incidental costs and expenses to be included in the Service Cost60SEVENTH SCHEDULE - Surety's Covenant64EIGHTH SCHEDULE – Form of Authorised Guarantee Agreement66Appendices:Appendix A: PlansAppendix B: Base Building DefinitionAppendix C: Occupier Fit-Out GuideAppendix D: SpecificationAppendix E: Reception Side LetterAppendix F: Western Terrace Side Letter All appendices have been intentionally omitted. 11/46479475_53UKMATTERS:45919740.1 LAND REGISTRY PARTICULARS LR1. Date of Lease29 March 2019LR2. Title number(s): LR2.1 Landlord's title number(s)NGL770398LR2.2 Other title numbers LR3. Parties to this LeaseLandlord B.L.C.T. (PHC 15A) LIMITED (company registration number 76075 (Jersey)) whoseregistered office is at 47 Esplanade, St Helier, Jersey JE1 0BD c/o York House, 45Seymour Street, London W1H 7LX (the "Landlord").TenantMIMECAST SERVICES LIMITED (company registration number 04901524) whoseregistered office is at 6th Floor, CityPoint, One Ropemaker Street, London EC2Y 9AW(the "Tenant"). Other parties MIMECAST LIMITED (company registration number 119119 (Jersey)) whoseregistered office is at 22 Grenville Street, St Helier, Jersey JE4 8PX c/o 6th Floor,CityPoint, One Ropemaker Street, London EC2Y 9AW (the "Surety").LR4. PropertyIn the case of a conflict between this clause and the remainder of this Leasethen, for the purposes of registration, this clause shall prevail.The property defined as "Premises" in Part 1 of the Particulars to this Lease.LR5. Prescribed statements etc: LR5.1 Statements prescribed under rules 179(dispositions in favour of a charity), 180(dispositions by a charity) or 196 (leasesunder the Leasehold Reform, Housing andUrban Development Act 1993) of the LandRegistration Rules 2003None.LR5.2 This lease is made under, or by reference to,provisions of:Not applicable.LR6. Term for which the Property is leasedThe term as specified in Part 1 of the Particulars to this Lease.LR7. PremiumNone. 11/46479475_54UKMATTERS:45919740.1 LR8. Prohibitions or restrictions on disposing ofthis LeaseThis lease contains a provision that prohibits or restricts dispositions.LR9. Rights of acquisition etc: LR9.1 Tenant's contractual rights to renew thisLease, to acquire the reversion or anotherlease of the Property, or to acquire aninterest in other landThe right set out in clause 9 of this Lease.LR9.2 Tenant's covenant to (or offer to) surrenderthis LeaseNone.LR9.3 Landlord's contractual rights to acquire thisLeaseNone.LR10. Restrictive covenants given in this Lease bythe Landlord in respect of land other thanthe PropertyThe covenants set out in clauses 4.13 and 4.14 of this Lease.LR11. Easements: LR11.1 Easements granted by this Lease for thebenefit of the PropertyThe easements set out in Part I of the Second Schedule to this Lease.LR11.2 Easements granted or reserved by this Leaseover the Property for the benefit of otherpropertyThe easements set out in Part II of the Second Schedule to this Lease.LR12. Estate rent charge burdening the PropertyNone.LR13. Application for standard form of restrictionNone.LR14. Declaration of trust where there is more thanone person comprising the TenantNone. 11/46479475_55UKMATTERS:45919740.1 PARTICULARS PART 1 "Premises"The fourth floor of the Building being the premises described in the First Schedule togetherwith all alterations, additions and improvements thereto other than Tenant's or trade fixturesand fittings"Term Commencement Date"means 4 March 2019"Contractual Term"Fifteen years from and including the Term Commencement Date"Principal Rent"£2,116,094.50 per annum (subject to review in accordance with the provisions of the ThirdSchedule)"Rent Commencement Date"means 4 March 2020"Review Dates"4 March 2024 and every fifth anniversary of that date during the Contractual Term and anydate stipulated under paragraph 8 of the Third Schedule"Permitted Use"High class offices and for ancillary purposes within paragraph (a) of Class B1 of the Town andCountry Planning (Use Classes) Order 1987 (here meaning the 1987 Order and not anysubsequent modification or re-enactment thereof notwithstanding the provisions of clause 1.3) PART 2 Term Expiry Date3 March 2034Landlord's option to breakNoneTenant's options to break4 March 2029Landlord and Tenant Act 1954Not excludedInterest on late payments2% above base rateInterest on shortfall of rent review0% above base rate 11/46479475_56UKMATTERS:45919740.1 UNDERLEASE (referred to throughout as "this Lease")DATED 29 March 2019BETWEEN(1)B.L.C.T. (PHC 15A) LIMITED (the "Landlord")(2)MIMECAST SERVICES LIMITED (the "Tenant")(3)MIMECAST LIMITED (the "Surety")WITNESSETH as follows:1INTERPRETATIONIn this Lease:1.1The following expressions shall have the following meanings:Actmeans any Act of Parliament now or hereafter to be passed and includes anyinstrument, order or regulation or other subordinate legislation deriving validityfrom any Act of ParliamentAgreement for Leasemeans the agreement for lease dated 2 January 2018 made between (1)Bluebutton Developer Company (2012) Limited (2) the Landlord (3) BluebuttonProperties UK Limited (4) the Tenant and (5) the Surety and any amendmentsor variations theretoapproved and authorisedmean approved or authorised in writing by the LandlordAssociated Entitymeans independent contractors employed by the Tenant in connection with theservices the contractors are providing to the Tenant in relation to the Premisesand other bodies, professional advisers and entities and which facilitate theoperation of the Tenant's business at the PremisesBase Building Definitionmeans the base building definition applying to the Building attached atAppendix BBuildingmeans the land and buildings known as 1 Finsbury Avenue, London EC2shown edged red on Plan 1 and includes (without limitation) the Foundationsand ServicesBuilding Servicesmeans the services and amenities to be provided by the Landlord for thebenefit of the Building (or some part or parts thereof) (but being for the benefitof the tenants of the Building as a whole) as are set out in Part I of the SixthSchedule and such other services and amenities as are consistent with themanagement of a high class office building which the Landlord may from timeto time reasonably require should be provided or carried out for the benefit ofthe tenants of the Building as a whole 11/46479475_51UKMATTERS:45919740.1 CILmeans community infrastructure levy under the Planning Acts and any charge,levy, tax or imposition substituted for it and including related interest,penalties, surcharges, liabilities and costs of complianceCommon Facilitiesmeans each and every part or parts of the Building (other than Landlord'sServices Equipment) which are from time to time provided by the Landlord(acting reasonably) for common or general use by or for the benefit of theTenant and other tenants, licensees and occupiers of the Building, theiremployees, agents, servants, licensees and customers and all othersauthorised by the Landlord including (but without limiting the generality of theforegoing) entrance lobbies, lift lobbies, goods lifts, loading bays, lifts, escalators, staircases, corridors, passageways, accessways, communal plant roomsand lavatories, showers and locker rooms and water closet accommodationcompanymeans a body corporate wheresoever incorporatedconsent of the Landlordmeans a consent in writing signed by the LandlordDesign Standardsmeans the level of services (including electricity supply) which the Landlord'sServices Equipment are designed to supply to the Premises (brief details ofwhich are set out in the Specification) and as the same may be increased fromtime to time with, if the increase is to increase a cost to the Tenant, theconsent of the Tenant (such consent not to be unreasonably withheld ordelayed)Electricity Costmeans the actual cost of the provision of electricity to the Premises forconsumption by the Tenant in accordance with the Landlord's covenantcontained at clause 4.6 being the measured proportion as reasonablydetermined by the Landlord of the actual or total cost of the provision ofelectricity to the areas of the Building let or intended to be let from time to timewhich proportion shall be based upon readings taken in such manner and atsuch times as the Landlord shall from time to time determine (actingreasonably) of the check meters relating to the Premises and other parts of theBuilding from time to time installed and where estimated shall be subject toannual reconciliationEnergy Costsmeans any taxes, levies, charges (except for sums payable to utilitiessuppliers) or assessments (whether parliamentary, parochial, local or of anyother description) properly and reasonably paid by the Landlord or by a GroupCompany of the Landlord and/or any credits, allowances or permits properlyand reasonably purchased by the Landlord or by a Group Company of theLandlord in each case relating to the consumption of energy or emission ofgreenhouse gases by or from or supply of energy to the properties of theLandlord and/or any Group Company of the Landlord from time to time andincluding but without limitation all proper and reasonable costs and paymentsproperly and reasonably incurred pursuant to or in connection with the Scheme 11/46479475_52UKMATTERS:45919740.1 Energy Levymeans a fair and reasonable proportion of the Energy Costs that are directlyincurred under the Scheme in respect of any Scheme Year wholly inconnection with or in relation to the supply of energy to the Building or any partof the Building and such proportion of the Energy Costs shall be made on thefollowing assumptions: (a) the Landlord is a participant in the Scheme; and (b) the Landlord is supplied with energy only at the Building and makesno carbon emissions other than those made from the Building andconsumes no energy other than within the Building (and such proportion shall be based upon a comparison of the supply of energyto the Building with the total energy supplied to all the buildings included in theEnergy Costs provided that it is agreed by the Landlord that the Energy Levyshall not include any costs incurred in the administration and coordination ofcompliance with the Scheme by the Landlord or any Group Company of theLandlord within the Scheme nor any fees or expenses of legal advisers,surveyors or other professional advisers engaged by the Landlord or any GroupCompany of the Landlord in connection with the Scheme)Energy Levy Rentmeans a fair and reasonable proportion of the Energy Levy which isattributable on a fair and reasonable basis to the Premises which proportionshall be based: (a) (in the case of energy supplies the use or consumption of which atthe Premises is not separately metered) a fair and reasonableproportion of the energy supplied to the Building; and (b (in the case of energy supplies the use or consumption of which atthe Premises is separately metered) on the energy supplied to thePremises as evidenced by the meters or other measuring devicesserving the PremisesEnergy Performance Certificatemeans an energy performance certificate and recommendation report asdefined in the Energy Performance of Buildings (England and Wales)Regulations 2012Estatemeans the Broadgate Estate from time to time, as shown at the date of thisLease edged red on Plan 2 11/46479475_53UKMATTERS:45919740.1 Estate Common Partsmeans each and every open part or parts of the Estate (other than any buildingor structure) which are from time to time provided by the Landlord or its GroupCompanies (acting reasonably) for common or general use by or for the benefitof the Tenant and other tenants, licensees and occupiers of the Estate, theiremployees, agents, servants, licensees and customers and all othersauthorised by the Landlord or its Group CompaniesEstate Servicesmeans the services and amenities to be provided by the Landlord for thebenefit of the Estate (or some part or parts thereof as are set out in Part II ofthe Sixth Schedule) and such other services and amenities as are consistentwith the management of a high class estate which the Landlord may in itsdiscretion from time to time reasonably decide should be provided or carriedout for the benefit of the tenants and occupiers of the Estate or some part orparts thereof (and which in all cases benefit the tenants and occupiers of theEstate as a whole)Fire Safety Ordermeans the Regulatory Reform (Fire Safety) Order 2005Foundations and Servicesmeans: (a) the foundations, piles, footings, columns, beams and other loadbearing structures (including transfer structures as necessary)steelwork, bracings, access and inspection pits, escalator pits, liftpits and other structures and fire proofing; and (b) the drains, sewers, pipes, wires, ducts, cables and other conduits;and (c) the meter rooms; and (d) the steps Fourth Floor Terracesserving the Building as exist from time to timemeans the external terraces shown edged green on Plan 3Group Companya company is a Group Company of another company if it is from time to timethe holding company of that company or a subsidiary company of thatcompany or any company whose holding company is the holding company ofthat company where the expressions "holding company" and "subsidiary" havethe meanings given in Section 1159 and Schedule 6 of the Companies Act2006Head Leasemeans the lease dated 17 February 1999 and made between (1) B.L.C.T(17810) Limited and (2) Broadgate (PHC 15a) Limited 11/46479475_54UKMATTERS:45919740.1 Historic Contaminationmeans the presence under the Building and/or the Estate of any natural orartificial substances or materials (whether solid, liquid, gas or otherwise andwhether alone or in combination with any substance or material) capable ofcausing harm to human health and/or the environment, including, for theavoidance of doubt, radiation, heat, vibration, waste, carbon dioxide and/or anyother greenhouse gases which were caused or were present prior to the date ofthis LeaseInsured Risksmeans loss or damage, whether total or partial, caused by the following risksto the extent that insurance cover is available for the same in the Londoninsurance market at reasonable cost namely fire, storm, earthquake, tempest,flood, lightning, explosion, aircraft and other aerial devices or articles droppedtherefrom, riot or civil commotion, malicious damage, impact, bursting andoverflowing of pipes or water tanks, acts of terrorism, subsidence, groundslipand heave, breakdown and sudden and unforeseen damage to engineeringplant and equipment and such other risks (in respect of which cover isavailable as aforesaid) as the Landlord (acting as a prudent Landlord) shallfrom time to time reasonably and properly determine having regard to theinterests of the tenants of the BuildingLandlordincludes where the context so admits the estate owner for the time being ofthe reversion immediately expectant on the Termination of the TenancyLandlord's Services Equipmentmeans all the plant, machinery and equipment (with associated ServiceConduits and Appliances) within or serving the Building from time to timecomprising or used in connection with the following systems (to the extentspecified in the following paragraphs of this definition): (a) the whole of the sprinkler system within the Building (includingsprinkler heads); (b) the whole of the fire detection and fire alarm systems; (c) the whole of the permanent firefighting systems (but excludingportable fire extinguishers installed by the Tenant or other tenants ofthe Building); (d) the whole of the chilled water system; (e) the whole of the perimeter heating system and underfloor heatingsystem at the base of any atria (if any); (f) the whole of the building management system installed by theLandlord; 11/46479475_55UKMATTERS:45919740.1 (g) the central electrical supply system from the mains supply to theBuilding so far as (and including) the electrical riser busbarsconnecting to the distribution boards at each level in the Buildingwhich is let or intended to be let by the Landlord; (h) the air handling system limited at each level which is let or intendedto be let by the Landlord to the air handling units at each such leveland the electricity supply and control systems for the same and theair ducts leading from such air handling units in each case up to thepoint where such ducts enter the office accommodationLandlord's Surveyormeans the surveyor for the time being of the Landlord being a MRICS orFRICS member (or equivalent from time to time) of the Royal Institution ofChartered SurveyorsLevelmeans the floors of the building so identified on the PlansNormal Business Hoursmeans 7 am to 7 pm Monday to Fridays (including Bank Holidays) or suchlonger hours as the Landlord may in its reasonable discretion determine fromtime to time and notify in writing with reasonable advance notice to the Tenantnoticemeans notice in writingManaged Spectrummeans any licensed or unlicensed radio spectrum which can be utilised for thepurposes of providing Wireless Data Services or analogous servicesNet Internal Areameans the net internal area of the Premises calculated in accordance with theRICS Code of Measuring Practice, 6th edition (2007)Occupier Fit Out Guidemeans the tenant guide headed "1 Finsbury Avenue – Office Occupier's Fit-outGuide – Broadgate Estates Limited" attached at Appendix C together withsuch reasonable amendments or updates as may be made from time to timeby the LandlordOptionmeans an option to tax the Building by the Landlord pursuant to Schedule 10VATAOutside Normal Business Hours Chargemeans (where such Services are provided for the benefit of the Tenant alone)the whole of the cost of carrying out or providing any of the Services at therequest of the Tenant outside Normal Business Hours (including (withoutprejudice to the generality of the foregoing) costs and expenses in the natureof those set out in Part III of the Sixth Schedule) or in the event of any of theServices being carried out or provided outside Normal Business Hours to theTenant and any other tenant or tenants of the Building a fair and reasonableproportion thereof as determined by the Landlord (acting reasonably) 11/46479475_56UKMATTERS:45919740.1 Particularsmeans the particulars set out at the beginning of this Lease and so titledPlanmeans the plans annexed hereto and numbered accordinglyPlanning Actsmeans the Act or Acts for the time being in force relating to town and countryplanningPrescribed Ratemeans either the base rate of National Westminster Bank PLC or if no suchbase rate can be ascertained then the rate at the relevant time which suchBank shall utilise for equivalent purposes or if such alternative rate cannot beascertained then such other rate as the Landlord shall reasonably select asbeing equivalent theretoPresidentmeans the President for the time being of the Royal Institution of CharteredSurveyors or his duly appointed deputyPrincipal Rentmeans the rent first reserved in clause 2Prohibited Usesmeans any of the following uses:(a) turf accountant or betting office;(b) staff or employment agency;(c) amusement arcade;(d) sex shop;(e) sauna or massage parlour (professional physiotherapy or sportsmassage therapy uses will be permitted);(f) pet shop;(g) launderette or dry cleaners (save where premises to be let are let forthe purpose of collection for dry cleaning off the premises);(h) any Government Agency or Department at which the general publicare permitted to call without appointment;(i) night club; or(j) traditional high street charity shopReinstatement Certificatemeans the certificate properly issued by or on behalf of the Landlord certifyingthat the works to be undertaken by the Landlord in accordance with clause 4.4have been practically completedRenewal Leasemeans the lease of the Premises to be granted pursuant and on the terms setout in clause 9Rentsmeans all the rents reserved in clause 2 11/46479475_57UKMATTERS:45919740.1 Retail Unitsmeans those lettable parts of the ground and basement floors of the BuildingRoof Terracemeans the roof terrace at Level 8 on the eastern side of the Building showncoloured pink and marked "East Terrace" on Plan 4Schememeans the mandatory UK cap and trade scheme known as the CarbonReduction Commitment Energy Efficiency Scheme or the CRC EnergyEfficiency Scheme as implemented under the Climate Change Act 2008 andthe CRC Energy Efficiency Scheme Order 2010 the CRC Energy EfficiencyScheme Order 2013 (and any modification, amendment, re-enactment orreplacement from time to time) and any other similar scheme amending orreplacing it (and any other trading scheme relating to greenhouse gasemissions introduced pursuant to Section 44 of the Climate Change Act 2008)Scheme Yearmeans 1 April to 31 March in each year or such other annual period designatedunder the SchemeService Conduits and Appliancesmeans gas, water, drainage, electricity, telephone, telex, signal andtelecommunications, heating, cooling, ventilation and other pipes, drains,sewers, mains, cables, wires, supply lines and ducts and other channelsthrough which the same pass and all ancillary appliances apparatus andservicesServicesmeans the Building Services and the Estate ServicesSpecificationmeans the specification relating to the Premises and office common partsannexed hereto at Appendix DSpectrum Management Policymeans any policy issued by the Landlord from time to time for effectivelymanaging the utilisation of the Managed Spectrum in relation to the Buildingprovided that any such policy is not materially adverse to the operation of theTenant's business from the PremisesStadium Seatinghas the meaning given to it in clause 3.68Standby Generatorsmeans the standby generators and associated switch gear cabling andcontrols in the Building for the use of the Premises in case of emergencyTenantincludes where the context admits the successors in title and permittedassigns of the TenantTermination of the Tenancymeans the determination of this Lease whether by effluxion of time, re‑entry,notice, surrender (whether by operation of law or otherwise) or by any othermeans whatsoeverunderleaseincludes an agreement for underlease other than one which is conditional onobtaining the Landlord's consent 11/46479475_58UKMATTERS:45919740.1 Uninsured Riskmeans a risk which would be an Insured Risk but for the fact that insurance isnot available (or is available but only at rates which are not commerciallyacceptable and which the Landlord is not prepared to accept) in the Londoninsurance market at the date of destruction or damage save to the extent thatsuch Insured Risk is not fully insured or is subject to limitation, excess orexclusion due to any breach, non-observance or non-performance of any of theTenant's covenants contained in this LeaseVATmeans value added tax as defined in VATA and any future tax of a like natureVATAmeans the Value Added Tax Act 1994 as amended from time to time or anyre‑enactment thereofVAT Groupmeans two or more bodies corporate registered as a group for the purposes ofSection 43 of VATAVAT Regulationsmeans the Value Added Tax Regulations 1995 (SI 1995/2518) as amendedfrom time to time or any re‑enactment thereof)Western Roof Terracemeans the roof terrace at Level 8 on the western side of the Building showncoloured green and marked "West Terrace (Dedicated)" on Plan 5Wireless Data Servicesmeans the provision of wireless data, voice or video connectivity or wirelessservices either permitting or offering access to the internet or any wirelessnetwork mobile network or which involves a wireless or mobile device.1.2Where the context requires: (a)words importing the singular include the plural and vice versa; (b)words importing the masculine include the feminine and neuter; (c)where a party consists of more than one person, covenants and obligations of that party shall take effect as joint andseveral covenants and obligations.1.3Except where the context otherwise requires references to any Act include references to any statutory modification or re-enactmentthereof for the time being in force and any order, instrument, regulation or bye-law made or issued thereunder.1.4The clause headings shall not in any way affect the construction of this Lease.1.5References to a clause or Schedule shall mean a clause or Schedule of this Lease.1.6The powers, rights, matters and discretions reserved to or exercisable by the Landlord hereunder shall also be reserved to orexercisable by their (or any superior landlord's) properly authorised servants, managers, agents, appointees or workmen (the identityof which have been notified to the Tenant in advance where exercise of such rights or reservations requires access to the Premises)but in all cases subject to the same obligations as the Landlord under this Lease. 11/46479475_59UKMATTERS:45919740.1 1.7Wherever in this Lease the consent or approval of the Landlord is required the relevant provision shall be construed as also requiringthe consent or approval of any superior landlord where the same shall be required pursuant to the Head Lease which the Landlordshall use all reasonable endeavours to obtain as expeditiously as possible and the Tenant shall bear the cost of obtaining suchconsents together with all surveyors’ professional or other fees and disbursements in connection therewith unless such consent isunreasonably withheld or delayed in circumstances where it is unlawful to do so.1.8Any covenant on the part of either party not to do any act or thing includes a covenant not to suffer or permit the doing of that act orthing.1.9If any provision of this Lease or its application to any person or circumstance or for any period is held to be invalid or unenforceableby any judicial or other competent authority, all other provisions of this Lease and the application of that provision to other persons orcircumstances or for other periods shall remain in full force and effect and shall not in any way be impaired. If any provision of thisLease is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, or the periodof the obligation reduced in time, or the range of activities or area covered reduced in scope, the provision in question will apply withthe minimum modifications necessary to make it valid and enforceable.2DEMISE HABENDUM AND REDDENDUMThe Landlord demises with full title guarantee the Premises to the Tenant TOGETHER WITH the rights set out in Part I of the SecondSchedule but EXCEPTING AND RESERVING to the Landlord and all others authorised by the Landlord the rights set out in Part II ofthe Second Schedule TO HOLD the same for the Contractual Term (determinable as herein provided) SUBJECT to (and so far asapplicable with the benefit of) the exceptions and reservations, rights, covenants, conditions, agreements or other matters containedor referred to in the Head Lease and the deeds and documents referred to in the Fourth Schedule so far as the same relate to oraffect the Premises reserving as rent:FIRST: (a)in respect of the period from the Term Commencement Date to and including the day before the Rent CommencementDate a rent of one peppercorn on demand; (b)in respect of the period from and including the Rent Commencement Date until and including 3 March 2024 the yearlyrent of two million one hundred and sixteen thousand and ninety four Pounds and fifty pence (£2,116,094.50); (c)thereafter the yearly rent determined in accordance with the provisions of the Third Schedule,such rent to be paid by four equal quarterly payments in advance on the usual quarter days the first payment to be made on the RentCommencement Date in respect of the period commencing on the Rent Commencement Date and expiring on but including the dayimmediately preceding the next following quarter day; andSECONDLY a yearly rent equal to a fair and reasonable proportion to be determined by the Landlord (acting reasonably) of the sum orsums paid by the Landlord in performance of the Landlord's covenant for insurance in clause 4.2 (and including the costs properlyincurred by the Landlord in connection with the revaluations of the Building for insurance purposes not more than once in every threeyears and annual desk top updatings of such valuations) such yearly rent to be paid within 21 days of written demand; and 11/46479475_510UKMATTERS:45919740.1 THIRDLY a yearly rent equal to whichever shall be the greater of the Service Charge or the Interim Sum (each as defined in the FifthSchedule such yearly rent to be paid at the times and in the manner provided in the Fifth Schedule and the first instalment of theInterim Sum shall become due on the date hereof and shall relate to the period commencing on the Term Commencement Date andending on and including 23 June 2019; andFOURTHLY by way of additional rent to be paid within 21 days of receipt of written demand an amount equal to interest calculated ona daily basis at an annual rate equivalent to two percentage points above the Prescribed Rate on any instalment (or part thereof) ofthe Rents or any other sum of money of whatsoever nature due from the Tenant to the Landlord under the provisions of this Lease notreceived by the Landlord on the due date for payment and all such interest to be in addition and without prejudice to the right of re-entry or to any other remedy herein contained or by-law vested in the Landlord; andFIFTHLY by way of additional rent any VAT payable pursuant to clauses 3.87 to 3.91.3TENANT'S COVENANTSThe Tenant covenants with the Landlord:Rent3.1To pay the Rents at the times and in manner aforesaid without any deduction or set-off (whether legal or equitable) save as may berequired by-law.Outgoings3.2To pay or reimburse the Landlord for (or in the absence of direct assessment on the Premises to pay to the Landlord or reimburse theLandlord against a fair and reasonable proportion to be determined by the Landlord's Surveyor acting properly and reasonably of) allexisting and future rates, duties, taxes, assessments, impositions, charges and other outgoings whatsoever (whether parliamentary,parochial, local or of any other description and whether or not of a capital or non-recurring nature or of a wholly novel character) whichare now or at any time during the Term charged, levied, assessed, imposed upon, payable in respect of or attributable to thePremises or in respect of any part thereof or upon or by any owner, landlord, tenant or occupier of them or any Group Company of anowner, landlord, tenant or occupier thereof other than: (a)any tax payable or assessed as a result of any dealing with (including any actual or deemed disposal of) any reversionimmediately or mediately expectant on this Lease; or (b)any tax payable or assessed in respect of the Rents or other payments reserved or payable hereunder (save for VAT); or (c)any future property ownership tax payable or assessment in respect of any reversionary interest in the Premises (exceptto the extent specifically herein provided to be paid by the Tenant); or (d)any tax payable or assessed on the Landlord in respect of or arising out of or relating to the grant of this Lease.3.3Not to agree any valuation of the Premises for rating purposes or agree any alteration in the rating list in respect thereof withoutnotifying the Landlord of the Tenant's intention to do so and giving the Landlord a reasonable opportunity to make reasonablerepresentations and having regard to such reasonable representations in relation to such valuation.3.4Upon making any proposal to alter the rating list so far as the list relates to the Premises or lodging an appeal in respect thereof tosupply to the Landlord promptly copies of all relevant correspondence and documentation. 11/46479475_511UKMATTERS:45919740.1 3.5Without prejudice to clause 3.3 within 14 days of receipt to provide the Landlord with a copy of any notice of an alteration or proposedalteration in the rating list that will or may affect the Premises.Water, gas and electricity charges and equipment/Outside Normal Business Hours Charges/Electricity Cost3.6To the extent that the same are not included in the Service Charge (as defined in the Fifth Schedule), the Outside Normal BusinessHours Charges or the Electricity Cost to pay to the suppliers thereof all charges for water and electricity (including meter rents)consumed in the Premises (or in the absence of direct assessment on the Premises to pay the Landlord a fair and reasonableproportion thereof to be determined by the Landlord's Surveyor acting reasonably).3.7To comply with the requirements and regulations of the respective supply authorities with regard to the water and electricalinstallations and equipment in the Premises.3.8To pay the Outside Normal Business Hours Charges monthly in arrears within 21 days of receipt of written demand.3.9To pay the Electricity Cost either annually or by no more than four instalments on the usual quarter days) subject to receipt of awritten demand in respect of the Electricity Cost at least 14 days prior to the relevant payment day.Repair3.10At all times to keep the Premises in good and substantial repair and condition and maintained cleansed and amended in everyrespect (fair wear and tear excepted) and as often as may be necessary to reinstate, renew (for the purposes of repair) or replace (forthe purposes of repair) the Premises and each and every part thereof (damage by any of the Insured Risks and the Uninsured Riskexcepted save in the case of an Insured Risk to the extent that the policy or policies of insurance shall have been vitiated or paymentof any of the policy monies withheld or refused in whole or in part by reason of any act, neglect or default of the Tenant or any sub-tenant or their respective servants, agents, licensees or invitees).3.11In the event that the Building and/or the Premises shall be destroyed or damaged and this Lease shall not have been determinedunder clause 5.6 the Tenant shall, if so reasonably required by the Landlord, join with the Landlord (at the Landlord's cost) in makingapplication for planning or other permission necessary for rebuilding or reinstating the Premises including (without limitation) enteringinto any agreement necessary to obtain the same (but without taking on any liability on any such planning or other permission savefor a consent to the creation of the planning agreement) and in pursuing any claim against the insurers of the Building and/or thePremises provided that the Landlord reimburses the Tenant in respect of any liabilities or costs reasonably and properly incurred inrelation to any such claim.Decoration and maintenance3.12As often as may be reasonably necessary to clean the internal surfaces of the windows and other glazing in or forming part of thePremises including the internal surfaces of any glazing between the Premises and any atria.Yield up3.13Subject to clause 3.15, at the Termination of the Tenancy quietly to yield up unto the Landlord in a clean and tidy and broom sweptcondition (the Tenant having no other dilapidations liability save to the extent that the condition of the Premises are in a worsecondition than the condition they are required to in pursuant to clause 3.10 above, having removed the Tenant's furniture and effectsand, if any alterations have been made which shall have resulted in the Net Internal Area of the Premises being reduced below thatspecified in the Specification by the Tenant or any person deriving title under the Tenant whether before or after the date hereof, toremove or reinstate such alterations only to the extent necessary so that the Net Internal Area is no less than the Net Internal Areaexisting at the date of grant of this Lease and in such respect of such removal to restore those parts 11/46479475_512UKMATTERS:45919740.1 of the Premises so affected to such state and condition described in the section of the Specification entitled "Category ASpecification" (or in the case of such other parts of the Building to their former state and condition) the Tenant making good anydamage caused to the Premises or such other parts of the Building to the reasonable satisfaction of the Landlord and to thesatisfaction of the relevant supply authorities.3.14Upon removal of any tenant's fixtures or fittings (if required by the Tenant at its discretion) then in respect of such fixtures and fittingsas are connected to or take supplies from any of the Service Conduits and Appliances to remove and seal off such Service Conduitsand Appliances as the Landlord shall reasonably require, such removal and sealing off to be carried out so as not to interfere with thecontinued function of the remainder of the Service Conduits and Appliances.3.15If the Termination of the Tenancy occurs other than by way of effluxion of time (e.g. by virtue of the exercise of rights of re-entry bythe Landlord, a surrender of this Lease or as the result of the exercise of the determination rights granted to the Tenant pursuant toclause 8) then the Tenant shall be obliged to yield up the Premises in good and substantial repair and condition, clean and decoratedin a good and workmanlike manner and in a colour scheme and with materials reasonably approved by the Landlord, such decorationhaving been carried out no longer than a year prior to such termination.3.16If the Termination of the Tenancy occurs as the result of the exercise of the determination rights granted to the Tenant pursuant toclause 8, whilst clause 3.13 will apply at the date of determination the Landlord shall be entitled to recover from the Tenantdilapidations subsequent to the determination of the Lease pursuant to exercise of clause 8 on the basis that the Tenant had arepairing obligation at the termination of the Lease in the Lease in the terms of clause 3.15 above.Landlord's rights of entry3.17To permit the Landlord, its agents and all persons authorised by the Landlord at all reasonable times on not less than 24 hours' priornotice (except in the case of emergency) to enter and remain upon the Premises for the purposes of the exercise of all or any of therights set out in paragraph 2 of Part II of the Second Schedule subject to the conditions set out in such paragraph.Compliance with notices to remedy3.18To commence as soon as reasonably practicable in the circumstances and thereafter diligently to proceed with any works to thePremises which are necessary to comply with any notice properly given by the Landlord requiring the Tenant to remedy any breach ofthe Tenant's covenants relating to the state and condition of the Premises found upon any such inspection but the Landlord agreesthat it will not be entitled to serve any such notice during the last five years of the Contractual Term.3.19If the Tenant shall not within a reasonable period have commenced and be diligently proceeding to comply with any such notice topermit the Landlord and any authorised person to enter the Premises on not less than 24 hours' prior written notice to remedy anysuch breach and at times so far as possible reasonably convenient to the Tenant.3.20To pay to the Landlord within 21 days of receipt of written demand the reasonable and proper costs and expenses properly andreasonably incurred by the Landlord under the provisions of clause 3.17 which sums shall be recoverable as rent in arrears.Improvements and alterations3.21Subject to the provisions of clauses 3.22 to 3.35 the Tenant shall not erect or permit or suffer to be erected any other building,structure, pipe, wire mast or post upon the Premises nor to make or permit or suffer to be made any alteration therein or additionthereto nor to commit or permit or suffer any destruction in or upon the Premises nor to cut, injure or remove or suffer to be cut,injured or removed any of the roof, walls (whether outside or inside), floor, joists, timbers, wires, pipes, drains, appurtenances orfixtures thereof. 11/46479475_513UKMATTERS:45919740.1 3.22Not to make any structural alterations or additions to the Premises save that the Tenant may make minor structural alterations whichwhen taken alone or in the aggregate would not adversely affect the structural stability of the Building or affect the externalappearance of the Building or materially adversely affect the Landlord's Services Equipment with the prior consent of the Landlord(such consent not to be unreasonably withheld or delayed) and carried out in accordance with drawings and (if appropriate)specifications previously submitted to and approved by the Landlord (such approval not to be unreasonably withheld or delayed).3.23Not to make any alterations, additions or adjustments to the Premises or the Landlord's Services Equipment within the Premises orany other plant, machinery or equipment within the Premises that would whether alone or in aggregate: (a)have a materially adverse effect on the operation or efficiency of the Landlord's Services Equipment whether within thePremises or in any other part of the Building; (b)result in any increase in the level of services to be provided to the Premises by the Landlord's Services Equipment inexcess of the Design Standards; or (c)adversely affect the Energy Performance Certificate of the Premises or the Building (were such Energy PerformanceCertificate to be re-assessed following completion of the proposed alterations, additions or adjustments). 3.24Not to make any other alterations, additions or adjustments to the Landlord's Services Equipment within the Premises without theprior consent of the Landlord (which consent shall not be unreasonably withheld or delayed) or otherwise than in accordance in allrespects with drawings and specifications previously submitted to and approved by the Landlord (such approval not to beunreasonably withheld or delayed).3.25Not to make any alterations or additions to the electrical wiring and installations within the Premises that would result in a loading onsuch wiring or installations beyond that which they are designed to bear but for the avoidance of doubt save as mentioned in thisclause 3.25 the Tenant will not require the consent of the Landlord to the carrying out of any such works.3.26Not to make any other alterations or additions to the electrical wiring and installations within the Premises to the extent that the sameare comprised within the Landlord's Services Equipment or Service Conduits and Appliances otherwise than in accordance withconditions laid down by the Institution of Electrical Engineers and/or other regulations of the relevant statutory undertaker.3.27Not to install or maintain within the Premises any equipment or systems providing Wireless Data Services in such a manner as shallhave a material adverse effect on other tenants' equipment or systems within the Building or the Landlord's Services Equipment itbeing agreed that the installation of any equipment or systems providing Wireless Data Services which are not likely to have anysuch a material adverse effect shall not require the consent of the Landlord.3.28To take all reasonably necessary steps to alter (and if alteration is not possible to remove) any such equipment or systems providingWireless Data Services as soon as reasonably possible following notice from the Landlord requiring the Tenant to do so if suchequipment or systems can be shown by the Landlord to have a material adverse effect on other tenants' equipment or systems withinthe Building or the Landlord's Services Equipment. 11/46479475_514UKMATTERS:45919740.1 3.29Non-structural alterations including the erection and alteration of any partitions, light switches, floor boxes, lights, air conditioninggrilles and associated cabling, ductwork and fixings within the Premises are permitted without the consent of the Landlord providedthat they are made: (a)in such a manner as not to affect in an adverse manner (save temporarily until they have been rebalanced) the operationor efficiency of the Landlord's Services Equipment or to impact on the Building's health and safety systems and providedfurther that the Tenant shall remove any such works that can be reasonably shown by the Landlord to affect in anadverse manner the operation or efficiency of the Landlord's Services Equipment or to impact on the Building's healthand safety systems as soon as reasonably possible upon notice from the Landlord requiring it to do so (the Landlordacknowledging that in respect of the Tenant's Works being carried out pursuant to the Agreement for Lease it shall haveno right to require that the Tenant's Works are removed or altered pursuant to clauses 3.29 to 3.30); and (b)in such a manner (provided the Landlord has to the Tenant given full details (where details have not already beenprovided prior to the date of this Lease) of the relevant trade contract and/or relevant appointment of the member of theprofessional team) as not to affect adversely the Landlord's ability to pursue a trade contractor or member of theprofessional team in respect of a breach of contract appointment or warranty in connection with the carrying out of theworks to construct the Building; and (c)in accordance with the Occupier Fit Out Guide.3.30Not to cause any dedicated access points to any Service Conduits or Appliances which now are under or in or pass through thePremises to be or become materially more difficult to access than is the same now.3.31Not to puncture or pierce the internal finishes of the curtain wall surrounding the Premises or any mullions or other parts of the exteriorof the Premises and not to affix anything to any of the same save that the Tenant may attach internal partitioning to mullions andmake minor bore holes in the structure of the Building without the consent of the Landlord in order to fix and accommodate the otheralterations permitted without consent by clauses 3.21 to 3.30,PROVIDED ALWAYS that: (a)any consent of the Landlord required under the provisions of clauses 3.21 to 3.31 may only be given by way of deed; (b)any such deed shall contain covenants by the Tenant with the Landlord in regard to the execution of the works to thePremises and other conditions and restrictions in such form as the Landlord may reasonably require; (c)where the works affect the Landlord's Services Equipment, the Service Conduits and Appliances or the structuralstability of the Building the Landlord shall be entitled to require to approve the identity of the contractors, builders or otherprofessionals or persons appointed in respect of the works for which consent is given (which approval will not beunreasonably withheld or delayed) and may if reasonable depending on the nature of the works require the Tenant toprocure appropriate collateral warranties or third party rights in the Landlord's favour from the Tenant's relevantcontractors and professionals in a form reasonably required by the Landlord; and (d)the Tenant shall pay the reasonable and proper legal and surveyors' costs and expenses reasonably and properlyincurred by the Landlord in relation to the granting of any such consent. 11/46479475_515UKMATTERS:45919740.1 3.32To provide the Landlord with plans and (if appropriate) specifications within 30 days of the practical completion of any relevant worksshowing any alterations for which consent is not required under the preceding provisions of clauses 3.21 to 3.29.3.33In the event that the Tenant shall carry out works to the Premises in breach of the provisions of clauses 3.18 to 3.29 the Landlordmay give to the Tenant notice of any such breach and if the Tenant shall not have remedied such breach within 21 days of the givingof any such notice (or earlier in case of emergency) the Landlord will be entitled having given not less than five days’ notice (or earlierin case of emergency) to enter the Premises and remove such works or any part thereof and reinstate the Premises provided alwaysthat the proper costs thereby incurred including interest calculated at four per cent above the Prescribed Rate shall be paid by theTenant within seven days of demand and shall be recoverable by the Landlord as rent in arrears.Connectivity and Spectrum Management3.34Subject to obtaining the Landlord's prior written consent (such consent not to be unreasonably withheld or delayed) and in compliancewith the Spectrum Management Policy, the Tenant may install, maintain or permit to be installed or maintained within the Premisesany equipment or systems which permit any visitor to, or customer of, the Tenant access to Wireless Data Services within thePremises.3.35Subject to obtaining the Landlord's prior written consent (such consent not to be unreasonably withheld or delayed) and in compliancewith the Spectrum Management Policy, the Tenant may install, maintain or permit to be installed or maintained within the Premisesany mobile or wireless telephony system, network base station, wireless access point, gateway or any analogous wireless or mobiletransmitter providing Wireless Data Services in the Managed Spectrum.3.36The Landlord and Tenant hereby acknowledge that, taking account of their respective, rights, duties and obligations in this Lease andthe Landlord's overriding obligation to ensure that the tenants of individual demises within the Building have the quiet enjoyment oftheir respective demises, the provisions of clauses 3.34 and 3.35 together with the application of the Spectrum Management Policyrepresent a fair and reasonable arrangement, in relation to the Premises and are: (a)reasonably necessary in order to ensure the efficient and effective use of the radio spectrum in accordance withregulatory objectives and best practice relating to the management of such radio spectrum in the United Kingdom; and (b)reasonably necessary in order to ensure compliance with applicable statutory and non-statutory health and safety rules,regulations and best practice in relation to exposure to electromagnetic radio waves promulgated by the InternationalCommittee on Non-Ionizing Radiation Protection and the National Radiological Protection Board, the European Counciland The Health & Safety Executive.3.37The Landlord and Tenant hereby acknowledge that during the Contractual Term there are likely to be technological innovations andlegislative changes which will require the parties to co-operate and agree variations to the provisions of clauses 3.34 to 3.37 inclusivein order to achieve the intent and effect of such provisions and the Landlord and Tenant hereby agree to co-operate fully in order toagree promptly and implement promptly any such variations but with the intention of allowing the Tenant to retain Wireless DataServices which are consistent with its business objectives and policies at the relevant time. 11/46479475_516UKMATTERS:45919740.1 Notices of a competent authority3.38Within 14 days (or sooner if requisite) of the receipt by the Tenant of any notice, order, requisition, direction or plan given, made orissued to or by a competent authority relating to the Premises or the Building or involving any liability or alleged liability on the part ofthe Landlord or any superior landlord to supply a copy thereof to the Landlord and at the request and cost of the Landlord to make orjoin in making such objections or representations against the same or in respect thereof as the Landlord may reasonably requireunless the Tenant reasonably considers that to support any objection as represented is against the bona fide business interests ofthe Tenant.To comply with enactments3.39At all times to observe and comply with the provisions and requirements of any and every Act so far as they relate to the Premises orthe user thereof and without derogating from the generality of the foregoing to execute all works and provide and maintain allarrangements which by or under any enactment or by any government department local authority or other public authority or dulyauthorised officer or Court of competent jurisdiction acting under or in pursuance of any enactment are or may be directed or requiredto be executed, provided or maintained upon or in respect of the Premises in respect of any such user thereof and to reimburse theLandlord at all times against all proper fees, costs, charges and expenses of or incidental to the execution of any works or theprovision or maintenance of any arrangements so directed or required as aforesaid.3.40Not knowingly at any time to do or omit to be done in on or about the Building and/or the Premises any act or thing by reason of whichthe Landlord may under any Act incur or have imposed upon it or become liable to pay any penalty, damage, compensation, fees,costs, charges or expenses.3.41To notify the Landlord in writing as soon as reasonably practicable after the Tenant becomes aware of any physical defect in theBuilding and/or the Premises.3.42Upon the Tenant becoming aware of the happening of any occurrence or receipt of any notice order direction or other thing from acompetent authority affecting the Building and/or the Premises whether the same shall be served directly upon the Tenant or theoriginal or a copy thereof be received from any underlessee or other person whatsoever to as soon as reasonably practicable deliver acopy thereof to the Landlord and at the cost of the Landlord to make or join in making such objection or representations against or inrespect thereof as the Landlord may reasonably require unless the Tenant reasonably considers that to support any objection orrepresentation is against the bona fide business interests of the Tenant.3.43At the Landlord's request and cost provide the Landlord with a copy of any fire risk assessment carried out by or on behalf of theTenant and details of all measures taken by or on behalf of the Tenant to comply with the Fire Safety Order (including the names ofall competent persons appointed by the Tenant pursuant to Article 18) and any other information properly requested by the Landlord toassist the Landlord in complying with its own obligations under the Fire Safety Order in relation to the Premises.To comply with town planning legislation etc3.44To comply with the provisions and requirements of the Planning Acts and of all planning permissions so far as the same respectivelyrelate to the Premises or any part thereof or any operations works acts or things already or hereafter to be carried out executed doneor omitted thereon or the use thereof for any purpose.3.45Not to make any application for planning permission in respect of the Premises without the previous written consent of the Landlord,which shall not be unreasonably withheld or delayed.3.46Subject only to any statutory direction to the contrary to pay and satisfy any charge or levy that may hereafter be imposed under thePlanning Acts in respect of the carrying out or maintenance to the Premises by the Tenant, any Group Company of the Tenant, anysubtenant or their respective agents, servants, licensees or invitees of any operations which may constitute development or theinstitution of any such operations or the institution or continuance of any use which may constitute development. 11/46479475_517UKMATTERS:45919740.1 3.47Notwithstanding any consent which may be granted by the Landlord under this Lease not to carry out any development in or to thePremises (whether by alteration or addition or change of use thereto) before all necessary notices under the Planning Acts in respectthereof have been served and all such necessary planning permissions have been produced to the Landlord and in the case of aplanning permission acknowledged by it in writing as satisfactory to it (such acknowledgement of satisfaction by the Landlord not tobe unreasonably withheld or delayed) but so that the Landlord may refuse so to express its satisfaction with any such planningpermission on the ground that any condition contained therein or anything omitted therefrom or the period thereof would in thereasonable opinion of the Landlord's Surveyor be or be likely to be materially prejudicial to its interest in the Building or any adjoiningproperty whether during the subsistence of this Lease or following the determination or expiration thereof.3.48Unless the Landlord shall otherwise direct, to carry out and complete before the Termination of the Tenancy: (a)any works stipulated to be carried out to the Premises by a date subsequent to such expiration or sooner determinationas a condition of any planning permission granted to the Tenant for any development begun before such expiration orsooner determination; and (b)any works begun by the Tenant, any Group Company of the Tenant or any subtenant or their respective agents,servants, licensees or invitees upon the Premises,PROVIDED ALWAYS that the Tenant shall have the option of removing such works and reinstating the Premises to such conditionas they were in before the relevant works were commenced.3.49If and when called upon so to do to produce to the Landlord or the Landlord's Surveyor all such plans documents and other evidenceas the Landlord may reasonably require in order to satisfy itself that the provisions of this covenant have been complied with in allrespects.User permitted3.50To use and occupy the Premises only as high class offices and for ancillary purposes within paragraph (a) of Class B1 of the Townand Country Planning (Use Classes) Order 1987 (here meaning the 1987 Order and not any subsequent modification or re-enactmentthereof notwithstanding the provisions of clause 1.3) but for the avoidance of doubt the Landlord agrees that the following ancillaryuses are permitted in connection with the use of the Premises by the Tenant for so long as they remain ancillary in nature only: (a)kitchen and dining facilities; and (b)auditorium for meetings.User prohibited3.51Not to store or bring upon the Premises any materials or liquid of a specially combustible, inflammable, dangerous or offensive nature(other than those properly required in connection with the use of the Premises and then only in appropriate containers).3.52Not to do on the Premises or any part thereof or on the Roof Terrace of Fourth Floor Terraces any act or thing whatsoever which maybe either (i) a legal nuisance to the Landlord or any other tenant or occupier of the Building or the owners or occupiers of any adjoiningor neighbouring property or (ii) a breach of the Planning Acts.3.53Not to use the Premises or any part thereof for any illegal purpose. 11/46479475_518UKMATTERS:45919740.1 3.54Not to bring into or upon the Premises or do anything which puts on the Premises or any part thereof any load or weight in excess ofthat which the Premises or any part thereof are designed or constructed to bear nor knowingly to cause any undue vibration to thePremises or any part thereof by machinery or otherwise.3.55Not to obstruct or permit to be obstructed whether by loading or unloading goods or any other means any part of the Building or to doanything which is a source of danger to persons using the same and to load and unload goods only in accordance with the rightsgranted to the Tenant in Part I of the Second Schedule.3.56Not to hold any sales by auction, exhibitions, public meetings or public entertainments (other than for the benefit of the Tenant's or aGroup Company's members of staff) at the Premises nor to permit any vocal or instrumental music to be performed therein which canbe heard from outside the Premises provided that this sub-clause shall not prevent the Tenant or any permitted undertenant oroccupier of the Premises from holding meetings of clients and their shareholders or members within the Premises.3.57Not to permit any person to reside in the Premises.3.58Not to obstruct, hinder or otherwise interfere with the proper exercise by the Landlord and authorised persons of the rights reserved inPart II of the Second Schedule hereto.3.59To use reasonable endeavours not to cause the drains to be obstructed by oil, grease or other deleterious matter.3.60Not to load or use the lifts in the Building in any manner that will or may cause strain or damage to the lifts in the Building beyondtheir design capabilities.3.61Not to permit any person to smoke anywhere on the Premises.Alienation absolutely prohibited3.62Not to charge or assign part only of the Premises.3.63Not to part with possession or share occupation of or declare any trust in respect of the Premises or any part thereof other than byway of: (a)an assignment permitted under clause 3.65; or (b)an underlease permitted under clauses 3.69 to 3.73,PROVIDED THAT occupation of the Premises or any part or parts thereof by a Group Company of the Tenant and/or an AssociatedEntity shall not be in breach of this covenant provided further that: (c)no legal estate or other right of tenancy shall be created; (d)the Tenant shall as soon as reasonably practicable upon being requested in writing to do so by the Landlord give theidentity of such Group Company or Associated Entity, the relationship of the Group Company or Associated Entity to theTenant and the area occupied; and (e)the Tenant shall procure (and hereby covenants to this effect) that any such Group Company and/or Associated Entityshall vacate the Premises forthwith upon whichever is the earlier of the date of expiration or sooner determination of thisLease and the date on which such company or entity ceases to be a Group Company of the Tenant or Associated Entity(as the case may be). 11/46479475_519UKMATTERS:45919740.1 3.64Not by assignment, underletting or otherwise to permit the occupation of the Premises or any part thereof by or the vesting of anyinterest or estate therein in any person, firm, company or other body or entity which: (a)has the right to claim diplomatic immunity or exemption in relation to the observance and performance of the covenantsand conditions of and contained in this Lease; or (b)is a provider of serviced offices or co-working workspace,PROVIDED ALWAYS that nothing in this clause 3.64 and shall prevent the Tenant from underletting to a sub-tenant where the Tenantagrees to provide managed services of any nature to such sub-lessee.Assignment permitted3.65Not to assign the whole of the Premises without the prior written consent of the Landlord (such consent not to be unreasonablywithheld or delayed). The Landlord and Tenant agree for the purposes of section 19(1A) Landlord and Tenant Act 1927 that theLandlord may impose all or any of the following conditions as a condition of its consent: (a)save in the case of an assignment to a Group Company the Tenant has first given written notice to the Landlordpursuant to the provisions of clause 3.75; (b)the proposed assignee is reasonably acceptable to the Landlord assessed on the basis of the cumulative total of therents that such proposed assignee will be contracting to pay within the Building (in respect of this and any other leases)against usual prudent institutional standards applied in the market place at the date of application for consent; (c)if the Landlord so reasonably requires, on or before completion of the assignment the Tenant enters into a deed ofguarantee in the form attached in the Eighth Schedule (with such amendments as the parties may reasonably agree) withthe Landlord in relation to the proposed assignment (and any guarantor of the Tenant if the Landlord reasonablyconsiders that the guarantee of the Tenant is not sufficient) guarantees in such form as the Landlord reasonably requiresthe Tenant's obligations under such authorised guarantee agreement; (d)the consent pursuant to clause 3.65 shall be by deed containing covenants by the intended assignee directly with theLandlord to pay the rents hereby reserved and to perform and observe the Tenant's covenants herein contained includingthis covenant from the date of the assignment until the first subsequent assignment which is not an excludedassignment (as the expression is defined in the Landlord and Tenant (Covenants) Act 1995); (e)if the Landlord so reasonably requires on or before completion of the assignment the assignee shall provide a guarantoror guarantors acceptable to the Landlord (acting reasonably) who shall covenant (jointly and severally) with the Landlordin the terms contained in the Seventh Schedule (or in such other terms as the Landlord may reasonably require due tochanges in law).3.66The conditions set out in clause 3.65 shall not operate to limit the Landlord's right to impose any other reasonable conditions on thegrant of such consent or to refuse consent on any other ground or grounds where such refusal would be reasonable.3.67Where an assignment would result in a proposed assignee taking a Level or Levels that are connected to other premises demised tothe Tenant by an internal staircase and that assignee does not also simultaneously take an assignment of the relevant lease(s)relating to all such Levels, the Tenant shall remove such staircase(s) and reinstate the Premises so affected by such removal toreflect the condition set out in the section of the Specification marked "Category A Specification" and 11/46479475_520UKMATTERS:45919740.1 make good any physical damage caused by such reinstatement prior to the completion of the assignment PROVIDED ALWAYS thatsuch reinstatement obligation will not apply if the assignee is a Group Company of the Tenant and the Tenant shall ensure that anytransfer to a Group Company contains a provision stating that such Group Company shall comply with the reinstatement provisions ofthis clause 3.67 immediately upon such assignee and the Tenant ceasing to be Group Companies.3.68Where there is to be an assignment of either the Premises or the third floor premises demised by a lease of even date and madebetween the Landlord (1) the Tenant (2) and the Surety (3) and such assignment is to be to an entity which is not a Group Companyof the Tenant, prior to completion of such assignment the Tenant will remove the stadium seating ("Stadium Seating") installedwithin the atrium pursuant to a Licence for Alterations of even date made between the Landlord (1) the Tenant (2) and the Surety (3)and make good any damage caused to the relevant premises or the Building to the reasonable satisfaction of the Landlord.Underletting permitted3.69Not to underlet the whole of the Premises without the prior written consent of the Landlord (which consent shall not be unreasonablywithheld or delayed) which may only be given by way of deed provided that: (a)the rent to be reserved by the underlease shall be the rent reasonably obtainable in the open market without taking a fineor premium and shall not be commuted or payable more than one quarter in advance; and (b)prior to the entering into of any underlease (or if earlier the parties to that underlease becoming contractually bound toenter into it) the parties to the underlease will enter into a valid agreement under Section 38(a) of the Landlord andTenant Act 1954 to exclude the provisions of Sections 24 to 28 of the Landlord and Tenant Act 1954 in relation to thatunderlease and the Tenant shall provide copies of such valid agreement to the Landlord prior to entering into any suchunderlease.3.70Not to underlet part only of the Premises without the prior written consent of the Landlord which shall not be unreasonably withheld ordelayed provided that: (a)the rent to be reserved by the underlease shall be the rent reasonably obtainable in the open market without taking a fineor premium and shall not be commuted or payable more than one quarter in advance; and (b)prior to the entering into of any underlease (or if earlier the parties to that underlease becoming contractually bound toenter into it) the parties to the underlease will enter into a valid agreement under Section 38(a) of the Landlord andTenant Act 1954 to exclude the provisions of Sections 24 to 28 of the Landlord and Tenant Act 1954 in relation to thatunderlease and the Tenant shall provide copies of such valid agreement to the Landlord prior to entering into any suchunderlease; and (c)at no time shall the number of occupiers of any floor of the Premises exceed four, any occupation by the Tenant beingtaking into account for this purpose (and any occupation by a Group Company of the Tenant ranking as occupation bythe Tenant for this purpose); and (d)the Tenant shall have regard (inter alia) to the position of the cores in the Building and means of escape from theunderlet premises and ensure such demise is capable of separate and independent occupation. 11/46479475_521UKMATTERS:45919740.1 3.71To incorporate or procure the incorporation in every permitted mediate or immediate underlease of the Premises or any part thereof: (a)such provisions as are necessary to ensure that the rent thereunder is reviewed at the same frequency (but notnecessarily on the same dates provided that where any underlease rent review would fall within six months either side ofthe rent review under this Lease then it is to coincide with the rent reviews provided for in this Lease) and uponsubstantially the same terms as for the review of rent under this Lease provided that if it is common market practice atthe relevant time for the review of rents to be undertaken on an alternative basis the Tenant shall be entitled to underletin accordance with then market practice and provided further that any underlease for a term of five years or less will notbe required to provide for the rent thereunder to be reviewed; and (b)a covenant that the undertenant shall not assign, charge or (in case of an underlease of part of the Premises) underletpart only of the premises thereby demised; and (c)a covenant that the undertenant shall not assign the whole of the premises thereby demised unless on or beforecompletion of the assignment the undertenant if reasonably required enters into an authorised guarantee agreement withthe Tenant in such form as the Landlord reasonably requires in relation to the proposed assignment; and (d)a covenant that the undertenant shall not assign the whole of the premises thereby demised without the consent of boththe Landlord and the Tenant under this Lease which (in the case of the Landlord) shall not be unreasonably withheld ordelayed; and (e)a covenant that the undertenant shall not part with or share possession or occupation of or declare a trust in respect ofthe premises thereby demised save by way of an assignment, underletting or charge pursuant to the provisionshereinbefore referred to (save for parting with or sharing occupation or possession with a Group Company or anAssociated Entity of the undertenant upon like terms to those referred to in the proviso to clause 3.60); and (f)a covenant by the undertenant prohibiting the undertenant from causing or suffering any act or thing upon or in relation tothe premises underlet inconsistent with or in breach of the provisions of this Lease; and (g)a condition for re-entry in the form or substantially in the form referred to in clause 5.1.3.72Upon any permitted underlease to procure that the undertenant shall give a direct covenant by deed in favour of the Landlord toobserve and perform the covenants and conditions on the part of the Tenant contained in this Lease (save as to payment of the rentshereby reserved) insofar as the same relate to the premises underlet and if the Landlord reasonably so requires it to procure that suchguarantor or guarantors for the underlessee as may be reasonably acceptable to the Landlord guarantee such covenants in the termscontained in the Seventh Schedule (or in such other terms as the Landlord may reasonably require).3.73In connection with any underlease the Tenant shall: (a)not consent to or participate in any variation to any such underlease (or any of the terms thereof) without the priorconsent of the Landlord which shall not be unreasonably withheld or delayed; (b)enforce all the covenants and obligations of the underlessee thereunder and not expressly or knowingly by implicationwaive any breach of the same; (c)duly and efficiently operate and effect all reviews of rent pursuant to the terms of any such underlease and prior toagreeing any such review to give reasonable notice to the Landlord of the proposed level of rent and to have regard to(but without being bound by) any reasonable representations made by the Landlord in relation to such level of rent. 11/46479475_522UKMATTERS:45919740.1 3.74Within one month after any reasonable written request by the Landlord (but not more than once in any period of 12 months) to notifythe Landlord in writing; (a)whether the Tenant occupies the Premises wholly or in part; (b)whether the Tenant has granted an underlease of the whole or any part of the Premises and if so to advise the Landlordof the rent reserved by any underlease and the full name and address of any underlessee; and (c)whether there are any other occupiers of the Premises and if so the identity of those occupiers their relationship with theTenant and the principal terms on which they occupy. Charging permittedNot to charge the whole of the Premises (save by way of floating charge to a reputable institution in respect of substantially the wholeof the Tenant's business where consent shall not be required) without the prior written consent of the Landlord, such consent not to beunreasonably withheld or delayed.Intention to market3.75The Tenant shall notify the Landlord in writing of the bona fide terms on which it intends to market the Premises for disposal by wayof assignment. The Tenant shall provide the Landlord with these details as soon as reasonably practicable after they becomeavailable and in any event prior to marketing the Premises and no less than 4 weeks prior to the date on which the Tenant applies forconsent from the Landlord in accordance with clause 3.63.3.76The Tenant shall thereafter keep the Landlord informed of progress and of expressions of interest from potential assignees and shallafford the Landlord a reasonable opportunity to negotiate with the Tenant with regards to a potential surrender of the Lease.Registration3.77Within one month after any assignment, underlease, assignment of underlease, mortgage, charge, transfer, disposition or devolutionof the Premises or any part thereof or any devolution of the estate of the Tenant therein or of this Lease to give notice thereof induplicate to the Landlord's solicitors and to supply them with a certified copy of the instrument or instruments (including any relevantprobate letters of administration or assent) for retention by the Landlord.Not to display advertisements3.78Save as expressly permitted by paragraph 6 of Part I of the Second Schedule not to erect, paint, affix, attach or display any placard,poster, notice, advertisement, name or sign or anything whatever in the nature of an advertisement by display or lights or otherwise inor upon the Premises and/or the Building or any part thereof (including the windows).Insurance3.79Not to knowingly do anything whereby any policy of insurance relating to the Building and/or the Premises may become void orvoidable or whereby the rate of premium thereon may be increased where the Tenant has been notified in writing of the relevant termsof the policy and to take such precautions against fire as may be deemed necessary by the Landlord (acting reasonably) or itsinsurers or required by-law and (in each case) notified to the Tenant.3.80Not to effect or maintain any insurance in respect of the Building and/or the Premises (except as to the Tenant's fixtures andcontents). 11/46479475_523UKMATTERS:45919740.1 3.81To reimburse to the Landlord a fair and reasonable proportion of any sum payable in respect of excess payable on any insurancepolicy relating to the Building.Notice of damage3.82As soon as reasonably practicable following the Tenant becoming aware of any material damage to or destruction of the Premises togive notice thereof to the Landlord stating (if possible) the cause of such destruction or damage.3.83In the event of the whole or any part of the Building being damaged or destroyed by any of the Insured Risks and the insurancemoney under the policy or policies of insurance effected thereon by the Landlord being wholly or partially irrecoverable by reasonsolely or in part of any act neglect or default of the Tenant or any Group Company of the Tenant or any undertenant or their respectiveservants, agents, licensees or invitees then the Tenant will within 21 days of written demand pay to the Landlord the whole or as thecase may be a fair proportion of the amount so irrecoverable.3.84In the event of the whole or any part of the Premises being damaged or destroyed by any of the Insured Risks and the amount of theinsurance monies received in respect of the reinstatement of any additions, alterations or other works carried out to the Premises bythe Tenant or any person claiming title under the Tenant whether before or after the date of this Lease which the Landlord is obliged toinsure pursuant to the provisions of clause 4.2 being less than the reinstatement cost thereof as a result of the Tenant failing to notifythe Landlord of the full reinstatement values thereof pursuant to this Lease then in the event that the Landlord reinstates anyadditions, alterations or other works carried out to the Premises by the Tenant or by any person claiming title under the Tenant to payto the Landlord the amount by which the actual reinstatement cost exceeds the amount of the insurance monies actually receivedsubject to the Landlord demonstrating that the reinstatement cost will exceed the amount of the insurance monies already received. Indemnity3.85To indemnify the Landlord against and to pay within 21 days of written demand all costs and expenses including professional feesincurred by the Landlord in connection with all and every loss and damage whatsoever incurred or sustained by the Landlord as aconsequence of every breach of the covenants by and conditions on the part of the Tenant set out herein or implied PROVIDED thatsuch indemnity shall extend to and cover all costs and expenses properly incurred by the Landlord in connection with any steps whichthe Landlord may reasonably take to remedy any such breach and be without prejudice to any rights or remedies of the Landlord inrespect of any such breach any such sum arising hereunder to be recoverable by action or at the option of the Landlord as rent inarrear PROVIDED FURTHER THAT the Landlord shall in relation to all indemnities given by the Tenant in this Lease: (a)as soon as reasonably practicable give the Tenant written notice and full details of any claim against the Landlord from athird party; (b)consider and pay due account to written representations made by the Tenant relating to any such claim; (c)not settle or compromise any such claim unless the Landlord is required to do so by its insurers; (d)use all reasonable endeavours to mitigate as far as practicable any loss or costs incurred by or caused to it as a resultof such claim. 11/46479475_524UKMATTERS:45919740.1 Landlord's costs3.86By way of further or additional rent to pay within 21 days of written demand all costs, expenses, charges, damages and losses(including but without prejudice to the generality of the foregoing solicitors' costs, counsel's, architects' and surveyors' and otherprofessional fees and commissions payable to a bailiff) properly incurred by the Landlord of or incidental to: (a)the preparation and service of any notice under Sections 146 and 147 of the Law of Property Act 1925 (whether or notany right of re-entry or forfeiture has been waived by the Landlord or a notice served under the said Section 146 or 147 iscomplied with by the Tenant or the Tenant has been relieved under the provisions of the said Act and notwithstandingforfeiture is avoided otherwise than by relief granted by the court); (b)the recovery of any rent in arear or other payments due hereunder; (c)the enforcement of the covenants given by the Tenant in this Lease including the remedying of any breaches; (d)in connection with every application for any consent made under this Lease whether such consent shall be granted or notor the application withdrawn except where such consent shall be unreasonably withheld or delayed by the Landlord orgranted on terms which are unreasonable in either case in circumstances where it is not entitled to do so; (e)any schedule relating to wants of repair to the Premises whether served during or within three months after thetermination of this Lease,provided that in the case of paragraphs (d) and (e) above such costs are to have been reasonably incurred by the Landlord.VAT3.87To pay all VAT on any sums of money chargeable thereto which shall be due from the Tenant under or by virtue of the provisions ofthis Lease upon production of a valid VAT invoice addressed to the Tenant.3.88For the purposes of paragraphs 12 to 17 Schedule 10 to the VATA neither the Tenant nor any person connected with the Tenant is adevelopment financier as defined in paragraph 14 of Schedule 10 to the VATA in relation to the Landlord's development of any part ofthe land and buildings of which the Building forms a part for use other than for eligible purposes with the intention or expectation thatthe Building would become or continue to be exempt land.3.89The Tenant is not intending to use and will not use all or any part of the Building for a relevant charitable purpose (within the meaningof Schedule 8, Group 5 (Note 6) VAT Act 1994).3.90If the covenant in clause 3.89 is breached by the Tenant and in consequence supplies made by the Landlord in relation to all or anypart of the Building after the making of an Option are not taxable supplies the Tenant shall indemnify the Landlord against: (a)any VAT paid or payable by the Landlord which is or may become irrecoverable due to the Landlord's supplies not beingtaxable; (b)any amount in respect of any VAT which the Landlord has to account for or will have to account for to HM Revenue &Customs under the provisions of Part XIV or Part XV of the VAT Regulations; (c)any consequential penalties, interest and/or default surcharge; and (d)any additional liability to corporation tax on any payment made to the Landlord under this clause. 11/46479475_525UKMATTERS:45919740.1 3.91For the avoidance of doubt references in clauses 3.87 to 3.90 to the Landlord or the Tenant shall include references to therepresentative member of the VAT Group of the Landlord or the Tenant as appropriate and references to the Landlord shall includereferences to a "beneficiary" of the Landlord as such term is defined under paragraph 40 Schedule 10 VATA.Regulations affecting the Premises3.92To comply in all respects with the reasonable and proper regulations for the time being made by the Landlord for the use, operation,security and/or maintenance of the amenity and good order of the Building where made in the interests of good estate managementand previously notified in writing to the Tenant PROVIDED ALWAYS THAT if there shall be any inconsistency between the terms ofthis Lease and any of the said regulation then the terms of this Lease shall prevail and PROVIDED FURTHER THAT such reasonableand proper regulations shall not materially adversely affect the Tenant and its permitted undertenants and occupiers of the Premisesand their respective visitors gaining access to and egress from the Building at all times (save in the case of an emergency).Obstructions and encroachments3.93Not to stop up, darken or obstruct any of the windows, lights or ventilators belonging to the Premises and/or the Building (but theTenant may place moveable, non-permanent items used in the course of its business or by its members of staff such as boxes, TVson wheels, files or hat stands by or in front of the windows) nor to knowingly permit any new window, light, ventilator, passage,drainage or other encroachment or easement to be made or acquired into against upon or over the Premises or any part thereof ANDin case any encroachment or easement whatsoever shall be attempted to be made or acquired by any person whomsoever to givenotice thereof to the Landlord within 14 days of the same coming to the knowledge of the Tenant and at the request and cost of theLandlord do all such things as may be proper for preventing any such encroachment or such easement being made or acquired.3.94Nothing in clause 3.93 above shall prevent the Tenant from installing window blinds in any of the external or internal windowssurrounding the Premises as are agreed between the Tenant and the Landlord (each acting reasonably) and in accordance with theOccupier Fit Out Guide and closing and opening such blinds on such occasions and in such a manner as the Tenant shall determine.Covenants and provisions affecting the Landlord's title3.95By way of indemnity only to observe and perform the covenants and provisions (other than any obligation to pay any monies)affecting the title of the Landlord specified in the deeds and documents set out in the Fourth Schedule insofar as they relate to thePremises and are still subsisting.Operation of plant and equipment3.96To operate and use all such plant, machinery and equipment as is installed in the Premises from time to time and connected to theLandlord's Services Equipment in accordance with the manufacturers' recommended method of operation and not to use such plant,machinery and equipment in such manner as to affect in a materially adverse manner the operation of the Landlord's ServicesEquipment. 11/46479475_526UKMATTERS:45919740.1 Obligations relating to entry and services3.97At all times when exercising any right granted to the Tenant for entry to any other part of the Building: (a)to cause (and procure that all those exercising the said rights on its behalf cause) as little damage and interference as isreasonably practicable to the remainder of the Building and the business of the tenants and occupiers thereof carried onthereat and to make good any physical damage caused to such areas to the reasonable satisfaction of the Landlord andthe tenants and occupiers thereof; (b)to comply with the reasonable security requirements of the Landlord and the tenants and occupiers of the remainder ofthe Building and where requisite the Tenant or such other person exercising the said rights shall only exercise suchrights while accompanied by a representative of the Landlord or the tenant or occupier of the relevant part of theremainder of the Building.Surety3.98In the event that any person firm or body corporate which has or shall have guaranteed the Tenant’s obligations contained in thisLease shall die or an event shall occur in relation to such person a firm or body corporate of the type referred to in clauses 5.1(c) to5.1(f) then without delay to give notice thereof to the Landlord and if so required by the Landlord (acting reasonably and having regardto the financial covenant strength of the Tenant) at the expense of the Tenant within 30 working days thereafter to procure that someother guarantor or guarantors reasonably acceptable to the Landlord execute a guarantee in respect of the Tenant’s obligationscontained in this Lease in the form referred to in the Seventh Schedule (or on such other terms as the Landlord shall reasonablyrequire).Registration3.99To apply for first registration of this Lease at the Land Registry as soon as reasonably practicable after this Lease is granted.3.100To provide to the Landlord as soon as each is available: (a)a note of the title number allocated to this Lease; and (b)an official copy of the registered title to this Lease showing the Tenant as registered proprietor.3.101On determination of this Lease (whether by effluxion of time or otherwise) to apply to the Land Registry for closure of the Tenant'sregistered title to this Lease and for removal of all notices relating to this Lease from the Landlord's title.Energy Performance Certificates3.102Before instructing an energy assessor to prepare any Energy Performance Certificate in respect of the Premises the Tenant shall firstgive notice to the Landlord informing the Landlord of the area to which the proposed Energy Performance Certificate will relate and theidentity of the energy assessor must be reputable and suitably qualified.3.103At the Landlord's request the Tenant shall supply the energy assessor with any drawings specifications data or other information thatthe Landlord (acting reasonably) provides to the Tenant.3.104The Tenant shall provide to the Landlord a copy of any Energy Performance Certificate that the Tenant obtains in respect of thePremises.3.105The Tenant shall within 72 hours of receipt of written request permit any energy assessor instructed by or on behalf of the Landlord toenter on and inspect the Premises (in the company of an employee of the Tenant if required by the Tenant) at reasonable times andthe Tenant shall provide to such energy assessor such information as the Landlord may reasonably request at the cost of theLandlord. 11/46479475_527UKMATTERS:45919740.1 Bicycle Spaces3.106Not to permit any of the bicycle spaces referred to in paragraph 7 of Part I of the Second Schedule to be used other than by anoccupier of the Premises which is permitted pursuant to the terms of this Lease.3.107Not to do anything in or about the bicycle parking spaces referred to in paragraph 7 of Part I of the Second Schedule or the serviceroads or accessways leading thereto which would or could constitute a nuisance, annoyance, obstruction, disturbance or causedamage to the Landlord or the tenants or other occupiers of the Building.3.108To comply and ensure that the Tenant's visitors comply with such reasonable and proper regulations as the Landlord may make forthe regulation of the traffic to and from and use of the bicycle parking spaces referred to in paragraph 7 of Part I of the SecondSchedule and previously notified in writing to the Tenant.Compliance with Head Lease provisions3.109To observe and perform the covenants, obligations, provisions and conditions on the part of the tenant under the Head Lease so faras the same relate to or otherwise affect the Premises except for the payment of the rents reserved thereunder and, so far as theobligation to insure falls on the Landlord under this lease, to insure.3.110Not to do or omit anything thing which would or might cause the Landlord to be in breach of the Head Lease.4LANDLORD'S COVENANTSThe Landlord covenants with the Tenant:Quiet enjoyment4.1That the Tenant may peaceably hold and enjoy the Premises without any interruption by the Landlord or any person rightfully claimingunder or in trust for the Landlord or by title paramount.Insurance4.2To insure: (a)the Building and keep the same insured with a reputable insurer in the name of the Landlord subject to such exclusions,excesses and limitations as may be imposed by the insurers and as are common in the London insurance market fromtime to time against: (i)the Insured Risks in such a sum as shall be determined from time to time by the Landlord or the Landlord'sSurveyor acting reasonably as being the full cost of rebuilding and reinstatement of the Building (and forthese purposes "Building" means the Building constructed in accordance with the Base Building Definitionincluding such works to prepare the Premises to generally no lesser standard than that described in thesection of the Specification entitled "Category A Specification") and the Landlord covenants to have dueregard to any reasonable request by the Tenant to increase such sums in respect of the Building togetherwith architects', surveyors', consultants' legal and other fees in relation to the repair, rebuilding orreinstatement of the Building (including any cost or increased cost resulting from the requirements of localor other authorities, statutes, bye-laws, regulations or orders as to the method of or design of or materials tobe used in such repairing, rebuilding or reinstatement) and making due allowance for the effects of inflationand escalation of building costs and any fees and the cost of site clearance, demolition and debris removaland VAT on all such sums including any VAT resulting from any deemed self-supply as a result of suchrebuilding or reinstatement; 11/46479475_528UKMATTERS:45919740.1 (ii)loss of the Principal Rent and the rent thirdly reserved for such period (being not less than five years andnot more than seven years) as the Landlord may from time to time reasonably deem necessary which maybe calculated having regard to any relevant reviews or increases of rent and to the likely period required forobtaining planning permission and reinstating the Building; (iii)(to the extent to which the same is not covered by clause 4.2(a)(i)) where applicable engineering andelectrical plant and machinery being part of the Building against sudden and unforeseen damage breakdownand inspection; (iv)property owner's liability and such other insurances as the Landlord may from time to time (actingreasonably) deem necessary to effect; (b)subject to request by the Tenant in writing and notification in writing by the Tenant of the full reinstatement cost of suchitems, any installations, fixtures, fittings, and equipment resulting from the completion of the Tenant's Works (as definedin the Agreement for Lease) or any other completed works carried out by the Tenant and any sub-tenant in accordancewith the provisions of this Lease. Landlord's obligations in relation to insurance4.3In relation to the policy or policies of insurance effected by the Landlord pursuant to its obligations contained in this Lease: (a)to produce not more than once in any 12 month period (and one further time in such 12 month period if requested by theTenant) at the cost of the Tenant and as soon as reasonably practicable following demand either a complete copy or fulldetails of the policy or policies of insurance with full details of any additions or amendments made thereto and either acopy of the last premium, renewal, receipt or reasonable evidence of the fact that the last insurance premium has beenpaid; (b)to procure (unless having used all reasonable endeavours it is unable to procure such a policy at commercial rates) thatthe interest of the Tenant and any mortgagee of the Tenant (or a general interests clause) is noted or endorsed on thepolicy or policies of insurance; (c)to use all reasonable endeavours to procure that the insurance policy contains terms whereby the insurers will not pursuesubrogation rights against the Tenant and its lawful undertenants, licensees and agents (other than where the loss hasbeen occasioned or contributed to by the fraudulent or criminal or malicious act of the Tenant or its undertenants,licensees or agents); (d)to use all reasonable endeavours to procure that the insurance policy contains a non-invalidation clause.Reinstatement4.4If the Building (or any part or parts thereof) and/or the Premises (or any part or parts thereof) and/or the means of access to thePremises shall be destroyed or damaged by any of the Insured Risks and subject to the provisions of clause 5.4 and to the paymentby the Tenant of any amounts due pursuant to clauses 3.83 to 3.84 (and without prejudice to the liability of the Tenant to make anysuch payments or any amounts due pursuant to clause 3.81) and subject to obtaining any planning permission or other permission orapproval necessary for rebuilding and reinstating the Premises and to the necessary labour and materials being and remainingavailable the Landlord shall apply all monies received by the Landlord by virtue of such insurance and referable to the works requiredto reinstate the Premises (other than money received for loss of the Principal Rent and the rent thirdly reserved which shallautomatically be payable to the Landlord) in rebuilding reinstating and making good the means of access to the Premises and/or (asthe case may be) the Premises to generally no lesser standard than Specification and separately the Building (which may include 11/46479475_529UKMATTERS:45919740.1 aesthetic and specification improvements) permitted with all reasonable speed and making good any shortfall in the insuranceproceeds from the Landlord's own resources (but not so as to provide accommodation identical in layout provided that theaccommodation provided is no less commodious and does not differ materially in size to the accommodation provided at the datehereof) and the Landlord shall use all reasonable endeavours to obtain all necessary licences, consents, planning permissions andapprovals therefor as soon as reasonably practicable and shall use reasonable endeavours to procure in favour of the Tenant apackage of collateral warranties or third party rights relating to the design and carrying out of such works in a form consistent withmarket practice at the relevant time.4.5It is agreed that all monies claimed or received by the Landlord pursuant to clause 4.2(b) belong to the Tenant and shall be held ontrust for the Tenant pending application in reinstatement and the Landlord shall keep the Tenant fully informed regarding any claim inrespect of insurance monies pursuant to clause 4.2(b) and act in accordance with the Tenant's reasonable instructions at the Tenant'scost.Obligations relating to Services for the Tenant4.6To provide or procure the provision of: (a)the Services during Normal Business Hours (and Normal Business Hours shall in the case of security and receptionfacilities for the Building be on a 24/7 basis); and (b)outside Normal Business Hours such of the Services as the Landlord shall in its reasonable discretion deem appropriate;and (c)such other of the Services outside the Normal Business Hours as the Tenant shall previously request,(having regard to the Design Standards and subject to the provisions of clause 5.16) Provided that the Landlord shall be entitled toemploy such reputable managing agents, professional advisers, contractors and other persons as may reasonably be required fromtime to time in the interests of good estate management for the purpose of the performance of the Services.Building Services and Estate Services4.7The Landlord covenants that any item of Service Cost will be allocated properly to either the Building Services or the Estate Servicesand that no item of Service Cost will be charged to the Tenant more than once.4.8To provide or procure the provision of electricity to the Premises and the Building (subject to the provisions of clause 5.16) and (ineach case) each and every part thereof designed to receive such to the extent necessary to meet the reasonable requirements of theTenant and to use reasonable endeavours to procure that the same shall not be less than the Design Standards having regard to allrelevant statutory provisions from time to time regulating the supply and utilisation of electricity and the terms and conditions relativethereto from time to time imposed by the relevant statutory undertaker. 4.9As soon as reasonably practicable following any request made in writing by the Tenant the Landlord shall supply to the Tenant fulldetails in writing of (and any supporting evidence reasonably requested by the Tenant): (a)the total Energy Costs and the method of calculation of the proportion of the Energy Costs included in the Energy Levy;and (b)the method of calculation of the proportion of the Energy Levy which comprises the Energy Levy Rent. 11/46479475_530UKMATTERS:45919740.1 4.10In so far as such rights are not held by the Landlord, to procure for the benefit of the Tenant and all persons authorised by the Tenantthe rights over the Estate Common Parts as are set out in the Second Schedule, it being agreed that if the Tenant is prevented fromexercising such rights in breach of this clause the Estate Services Costs payable by the Tenant shall be adjusted accordingly.Building Defects4.11Where the Building suffers a defect the Landlord shall, where the Landlord reasonably believes there is a reasonable chance ofsuccess and reasonably believes that there is an economic and commercial benefit of pursuing such party, use all reasonableendeavours to recover the cost of remedying any such defect from any professional or contractor employed by the Landlord or itspredecessors in title in relation to any building works leading to the occurrence of such defect and shall credit any sums receivedagainst the Service Charge to the extent the Landlord has legitimately already recovered any of the costs of remedying any suchdefect through the Service Charge.Head Lease rents4.12To pay the rents reserved by the Head Lease at the times and in the manner provided in the Head Lease and to perform and observeall the covenants on the part of the tenant contained in the Head Lease insofar as they relate to any part of the premises therebydemised and which are not to be observed and performed by the Tenant pursuant to clause 3.109.Retail Units 4.13The Landlord agrees not to let or enter into an agreement for lease or permit any right of occupancy or permit any change of use ofthe Retail Units where the use is a Prohibited Use and to include within any lease or licence of a Retail Unit an express prohibition ona Prohibited Use.4.14The Landlord shall procure that any lease or licence of a Retail Unit shall include: (a)a covenant on the part of the tenant not to cause any legal nuisance to be suffered by the Tenant or its lawful occupiersof the Premises and the Landlord shall at the request and cost of the Tenant enforce such covenant where reasonablyrequested to do so; (b)only rights granting access to the Premises that are on the same terms as the rights reserved to the Landlord under thisLease including the obligation to comply with the Tenant's reasonable requirements and regimes as regards access asprovided for in the proviso to paragraph 2 of Part II of the Second Schedule.Restriction on naming4.15So long as the tenant of this Lease is Mimecast Services Limited (company number 04901524) or a Group Company thereof andsuch entities are together in occupation of at least 70,000 square feet of office space within the Building, the Landlord covenants notto name the Building after any other tenant of the Building.4.16If clause 4.15 ceases to apply, the Landlord shall only grant naming rights in relation to the Building to an entity that occupies themajority of the office space within the Building and only for the duration such entity occupies the majority of the office space withinthe Building. 5PROVISOSIT IS HEREBY AGREED AND DECLARED as follows: 11/46479475_531UKMATTERS:45919740.1 Re-entry5.1If: (a)the Rents or any part thereof shall be in arrear for 21 days next after becoming payable (whether in the case of thePrincipal Rent, the rent has been demanded or not); or (b)there shall be any material breach, non-performance or non-observance of any of the Tenant's covenants; or (c)the Tenant shall enter into any arrangement or composition for the benefit of the Tenant's creditors or convene a meetingof the Tenant's creditors (or a nominee calls such a meeting on its behalf); or (d)the Tenant or the Surety (being one or more individuals): (i)is the subject of an interim order under Part VIII of the Insolvency Act 1986 or makes application to theCourt for such an order or makes a voluntary arrangement under such Part; or (ii)has a bankruptcy order made against him; or (iii)a receiver is appointed in respect of all or any of the assets or undertaking of the Tenant or such surety; or (e)the Tenant or the Surety (being a company or partnership): (i)makes a voluntary arrangement or submits to its creditors or any of them a proposal under Part I of theInsolvency Act 1986; or (ii)makes an application to the Court under Section 425 of the Companies Act 1985 or resolves to make suchan application; or (iii)is the subject of an administration order (whether an interim order or otherwise) made under Part II of theInsolvency Act 1986 or is subject to a resolution passed by the directors or shareholders for thepresentation of an application for such an order or is the subject of a notice of intention to appoint anadministrator or files a notice of appointment of an administrator with the court or passes a resolution by itsdirectors or shareholders for the filing of such a notice; or (iv)is the subject of a resolution for voluntary winding up (otherwise than for the purpose of an amalgamation orreconstruction which has been approved by the Landlord) or a meeting of creditors is called to consider aresolution for winding up; or (v)has an interim order or winding up order made against it; or (vi)has an administrative receiver or receiver appointed in respect of all or any of its assets; or (vii)ceases to exist; or (viii)becomes "Bankrupt" within the meaning of the Interpretation (Jersey) Law 1954; or (f)where the Tenant is a company or partnership incorporated outside the United Kingdom analogous proceedings or eventsto those referred to in clause 5.1(e) shall be instituted or occur in the country of incorporation, 11/46479475_532UKMATTERS:45919740.1 it shall be lawful for the Landlord at any time thereafter to re-enter the Premises or any part thereof in the name of the whole andthereupon this Lease shall absolutely determine but without prejudice to any rights of action of the Landlord or the Tenant against theother in respect of any antecedent breach by the Landlord or the Tenant (as the case may be) of any of the covenants herein providedthat in the event that the Tenant comprises more than one person then the Landlorrd will be entitled to re-enter the Premises and thisLease shall thereupon absolutely determine upon the happening of any of the events referred to in clauses 5.1(c) to 5.1(f) hereof inrelation to any one of them.Replacement of surety5.2In the event of the occurrence of any of the events referred to in clauses 5.1(d) or 5.1(e) in respect of the Surety, the Landlord shallnot exercise its right pursuant to clause 5.1 without first allowing the Tenant a period of 30 working days to procure that some otherguarantor or guarantors reasonably acceptable to the Landlord execute a guarantee in respect of the Tenant's obligations contained inthis Lease in the form referred to in the Seventh Schedule (or on such other terms as the Landlord shall reasonably require). Payment of rent not waiver5.3No demand for or receipt or acceptance of any part of the Rents or any payment on account thereof shall operate as a waiver by theLandlord of any right which the Landlord may have to forfeit this Lease by reason of any breach of covenant by the Tenant and theTenant shall not in any proceedings for forfeiture be entitled to rely on any such demand receipt or acceptance as aforesaid as adefence PROVIDED that this clause shall only have effect in relation to a demand receipt or acceptance made or given during suchperiod as may in all the circumstances be reasonable for enabling the Landlord to conduct any negotiations with the Tenant forremedying the breach commenced upon the Landlord becoming aware of such breach.Suspension of rent5.4If the Premises or the Building or the means of access to the Premises shall at any time be so damaged or destroyed: (a)by any of the Insured Risks as to render the Premises or the means of access to the Premises unfit for occupation oruse then (save to the extent that the insurance monies shall be irrecoverable or the policy rendered void by reason ofany act or default on the part of the Tenant any sub-tenant or their respective servants, agents, licensees or invitees) thePrincipal Rent, the Rent secondly reserved and the Rent thirdly reserved or a fair proportion thereof according to thenature and extent of the damage sustained shall be suspended immediately from the date of such damage or destructionuntil the earlier of: (i)the date of issue of the Reinstatement Certificate; and (ii)the expiration of the period in respect of which the Landlord has covenanted to insure for loss of thePrincipal Rent and the Rent thirdly reserved pursuant to clause 4.2(a)(ii),and any dispute with reference to this clause 5.3(a) shall be referred by the Landlord or the Tenant to arbitration inaccordance with the Arbitration Act 1996; 11/46479475_533UKMATTERS:45919740.1 (b)by an Uninsured Risk as to render the Premises or the means of access to the Premises unfit for occupation or use then(save to the extent that damage or destruction results from the default of the Tenant, or Group Company of the Tenant orany sub-tenant or their respective agents, servants, licensees or invitees) the Principal Rent, the Rent secondly reservedand the Rent thirdly reserved or a fair proportion thereof according to the nature and extent of the damage sustained shallbe suspended from the date 12 months after the date of such damage or destruction until the date of issue of theReinstatement Certificate and any dispute with reference to this proviso shall be referred by the Landlord or the Tenant toarbitration in accordance with the Arbitration Act 1996.Damage before Rent Commencement Date5.5If clause 5.4 applies before the Rent Commencement Date the number of days between the date of the damage or destruction andthe Rent Commencement Date (or where only a proportion of the Principal Rent is or would have been suspended, an equivalentproportion of those days) will be added to the date the period of rent suspension ends and the resulting date will become the RentCommencement Date.Determination if damage or destruction5.6If the Premises or the Building or the means of access to the Premises shall be destroyed or damaged by an Uninsured Risk so thatthe Premises are unfit for occupation or use the Landlord may elect not to carry out and complete the rebuilding and reinstatement ofthe Premises pursuant to clause 5.7 by serving notice to such effect on the Tenant and upon service of such notice this Lease shalldetermine but without prejudice to any claim by the Landlord or the Tenant against the other. If the Landlord shall not have served anotice on the Tenant pursuant to this clause 5.6 by a date prior to the date 12 months after such damage or destruction then eitherparty shall be entitled at any time thereafter by notice in writing to the other party to determine this Lease and upon service of suchnotice this Lease shall determine but without prejudice to any claim by the Landlord or the Tenant against the other in respect of anyantecedent breach of any covenant or provision herein contained.5.7If the Premises or the Building or the means of access to the Premises shall be destroyed or damaged by an Uninsured Risk so thatthe Premises are unfit for occupation or use the Landlord may elect at any time prior to the date 12 months after the date of damageto destruction to carry out and complete the rebuilding and reinstatement of the Premises by serving written notice to that effect onthe Tenant whereupon the Landlord shall, subject to obtaining any planning permission or other permission or approval necessary forrebuilding and reinstating the Building, the Premises and the means of access to the Premises and to the necessary labour andmaterials being and remaining available, be obliged to rebuild reinstate and make good (as the case may be) the Building, to generallyno less a standard than that set out in the Base Building Definition and the Premises and the means of access to the Premises togenerally no lesser standard than that described in the section of the Specification entitled "Category A Specification") (which mayinclude aesthetic and specification improvements) with all reasonable speed (but not so as to provide accommodation identical inlayout provided that the accommodation provided is no less commodious and does not differ materially in size to the accommodationprovided at the date hereof) and the Landlord shall use all reasonable endeavours to obtain all necessary licences, consents, planningpermissions and approvals therefor as soon as reasonably practicable and shall use reasonable endeavours to procure in favour ofthe Tenant a package of collateral warranties or third party rights relating to the design and carrying out of such works in a formconsistent with market practice at the relevant time provided always that such rebuilding or reinstating shall be at the cost of theLandlord and the costs of or in any way relating to rebuilding or reinstating the Premises following damage or destruction of thePremises or the Building or any part thereof by an Uninsured Risk shall not be recoverable from the Tenant via the Service Chargeprovisions in the Fifth Schedule. 11/46479475_534UKMATTERS:45919740.1 5.8If: (a)the Premises or the Building or the means of access to them shall at any time be so damaged or destroyed by any ofthe Insured Risks as to render the Premises unfit for occupation or use and the Landlord has not commenced the worksof reinstatement referred to in clause 4.4 within two and a half years of the date of damage or destruction; or (b)the Premises or the Building or the means of access to them shall at any time be so damaged or destroyed by any ofthe Insured Risks as to render the Premises unfit for occupation or use and the Landlord having used all reasonable andcommercially prudent endeavours to do so has not completed the works of reinstatement referred to in clause 4.4 prior tothe expiration of a period of five years following the date of such damage or destruction; or (c)the Premises or the Building or the means of access to them shall at any time be so damaged or destroyed by anUninsured Risk as to render the Premises unfit for occupation and use and the Landlord has not commenced the worksof reinstatement referred to in clause 5.7 within two and a half years of the date of damage or destruction; or (d)the Premises or the Building or the means of access to them shall at any time be so damaged or destroyed by anUninsured Risk as to render the Premises unfit for occupation and use the Landlord having used all reasonable andcommercially prudent endeavours to do so has not completed the works of reinstatement referred to in clause 5.7 withinfive years of the date of damage or destruction,then the Landlord or (subject to clause 5.9) the Tenant may in the circumstances referred to in clauses 5.8(a) and 5.8(c) by giving tothe other not less than three months' notice in writing or (subject to clause 5.9) the Tenant may in any the circumstances referred toin clauses 5.8(b) and 5.8(d) by giving to the Landlord not less than one month's notice in writing to that effect determine this Leaseand upon the expiry of such notice this Lease shall (unless before the expiry of such notice the Landlord has in the circumstances ofclause 5.8(a) or clause 5.8(c) commenced such works of reinstatement or in the circumstances of clause 5.8(b) or clause 5.8(d)completed such works of reinstatement by the expiry of such notice in which case the notice shall be of no effect) determine and thisLease shall cease to be of effect but without prejudice to any claim by the Landlord or the Tenant in respect of any antecedent breachby the other of any of the terms of this Lease.5.9The Tenant shall not be entitled to serve notice on the Landlord pursuant to clause 5.8 if: (a)in the case of clauses 5.8(a) or 5.8(b) the insurance monies are irrecoverable or the policy rendered void by reason ofany act or default on the part of the Tenant, any Group Company of the Tenant, any sub-tenant or their respectiveservants, agents, licensees or invitees unless the Tenant has complied with its obligations in clause 3.81; or (b)in the case of clauses 5.8(c) or (d) the damage or destruction results from the default of the Tenant, any Group Companyof the Tenant, any sub-tenant or their respective agents, servants, licensees or invitees. 5.10If this Lease is determined under clauses 5.6 to 5.7 the Landlord shall be entitled to retain the insurance monies payable in respect ofthe Building but will hold on trust for the Tenant (and pay to the Tenant such monies within ten working days of receipt) any moniesdue to it in respect of works insured by it under clause 4.2 and use all reasonable endeavours to obtain such monies for the benefit ofthe Tenant whether received by the Landlord or by the Tenant. 11/46479475_535UKMATTERS:45919740.1 Roof Terrace5.11If at any time during the term of this Lease the Western Roof Terrace shall cease to be designated for exclusive use by MimecastServices Limited (or a Group Company of it if such Group Company takes an assignment of this Lease), the definition of "RoofTerrace" in clause 1.1 of this Lease shall, at the Landlord's option (which, if exercised, the Landlord shall notify the Tenant of inwriting) be amended such that it shall also refer to the Western Roof Terrace and all references in this Lease to "Roof Terrace" shallbe construed accordingly.Warranty as to use5.12Nothing herein shall be deemed to constitute any warranty by the Landlord that the Premises or any part thereof are under thePlanning Acts or any other relevant laws or regulations now or from time to time in force authorised for use for any specific purpose.Service of notices5.13Any notices required to be served hereunder shall be validly served if served in accordance with Section 196 of the Law of PropertyAct 1925 or Section 23 of the Landlord and Tenant Act 1927 and (in the case of notices to be served on the Tenant) by sending thesame to the Tenant at the Premises.Disputes between tenants/occupiers5.14That in case any dispute or controversy shall at any time or times arise between the Tenant and the tenants and occupiers of theBuilding and/or any neighbouring, adjoining or contiguous property belonging to the Landlord relating to Service Conduits andAppliances serving the Building and/or the Premises or any such adjoining or contiguous property or any easements or privilegeswhatsoever affecting or relating to the Building and/or the Premises or such neighbouring, adjoining or contiguous property the sameshall from time to time be settled and determined by the Landlord's Surveyor or agent (in either case acting reasonably) to whichdetermination the Tenant shall submit (save in the case of manifest error).Apportionment5.15Where any question as to the amount or method of apportionment of any sum falls to be determined under the provisions of thisLease (other than any amount or apportionment to be determined pursuant to the provisions of the Fifth Schedule) the same shall bereferred (upon application to be made by either party) to and conclusively (save in case of manifest error) determined by theLandlord's Surveyor (acting reasonably) in accordance with the principles of good estate management and whose reasonable andproper fees for so acting shall be added to and deemed for all purposes to form part of the sum to be so apportioned and shall beborne accordingly.Exclusions of Landlord's liability5.16Notwithstanding anything in any other provision herein contained (save where such event arises due to a breach of the covenants andconditions on the part of the Landlord set out herein) the Landlord shall not be liable to the Tenant nor shall the Tenant have any claimagainst the Landlord in respect of: (a)any temporary interruption in any of the Services or the supply of electricity to the Premises caused by factors outsidethe Landlord's reasonable control; or (b)temporary closure or diversion of any of the Common Facilities or Service Conduits and Appliances by reason ofinspection, repair, maintenance or replacement thereof or any part thereof or of any plant, machinery, equipment,installations or apparatus used in connection therewith or damage thereto or destruction thereof by any risk (whether ornot an Insured Risk); or (c)by reason of electrical, mechanical or other defect or breakdown or frost or other inclement conditions or shortage of fuel,materials, supplies or labour or whole or partial failure or stoppage of any mains supply outside the reasonable control ofthe Landlord, 11/46479475_536UKMATTERS:45919740.1 SUBJECT TO the Landlord using reasonable endeavours to minimise the adverse effects of any of the above events orcircumstances and using reasonable endeavours to reinstate and remedy such event or circumstance as expeditiously as reasonablypossible AND PROVIDED ALWAYS that the Landlord shall (if reasonably practicable) have previously given reasonable notice of anyintended interruption or closure of the nature mentioned above.Development of adjoining property5.17That subject to compliance with the Landlord's covenants in clause 4.1 the Landlord or any superior landlord may at any time or timeswithout obtaining any consent from or making any arrangement with the Tenant carry out any development or works (or permit thesame) or whatsoever nature to the Building (other than the Premises) and/or the Estate and/or any neighbouring, adjoining orcontiguous land or premises whether or not the light or air now or at any time or times enjoyed by the Tenant may be diminishedPROVIDED THAT proper means of access to and egress from the Premises is afforded at all times and the rights hereby grantedexpressly to the Tenant are not prejudiced.5.18Any access of light and air now or at any time during the Contractual Term enjoyed by the Premises shall be deemed to be byconsent or agreement in writing for that purpose within the meaning of Section 3 of the Prescription Act 1832 so that neither theenjoyment thereof nor this Lease shall prevent any such development or works referred to in clause 5.16 and the Tenant shall permitsuch development or works without interference or objection.Removal of property5.19If at such time as the Tenant has vacated the Premises after the determination of this Lease any property of the Tenant shall remainin or on the Premises and the Tenant shall fail to remove the same within 28 days after being requested by the Landlord so to do by anotice in that behalf then and in such case the Landlord may (in addition to any other remedies available to it) as the agent of theTenant (and the Landlord is hereby irrevocably appointed by the Tenant to act in that behalf) sell such property and shall then hold theproceeds of sale after deducting the reasonable costs and expenses of removal, storage and sale reasonably and properly incurred byit on trust for and to the order of the Tenant PROVIDED THAT the Tenant will reimburse the Landlord against any liability properlyincurred by it to any third party whose property shall have been sold by the Landlord in the bona fide mistaken belief (which shall bepresumed unless the contrary be proved) that such property belonged to the Tenant and was liable to be dealt with as such pursuantto this clause.VAT5.20Any rent or other sum payable by any party hereunder is exclusive of VAT that is or may be payable thereon and shall be paid uponreceipt of a valid VAT invoice.5.21Where under this Lease any party (the "Indemnified Party") is entitled to recover from another party (the "Paying Party") the cost ofany goods or services supplied to the Indemnified Party, the Paying Party will indemnify the Indemnified Party against so much of theinput tax on the cost for which the Indemnified Party is not entitled to credit allowance under Section 24-26 of VATA.5.22If VAT is chargeable in respect of any supplies of goods and/or services by any party to the other party under this Lease the recipientof such supplies shall pay such VAT in addition to the amounts (if any) provided for under this Lease and in respect of the suppliesmade to it under this Lease subject to receipt of a valid VAT invoice.Exclusion of easements5.23Nothing herein contained other than those rights expressly granted to the Tenant in Part I of the Second Schedule shall by implicationof law or otherwise operate to confer on the Tenant any easement, right or privilege whatever over or against any neighbouring,adjoining, contiguous or other property which might restrict or prejudicially affect the future rebuilding, alteration or development ofsuch neighbouring, adjoining, contiguous or other property. 11/46479475_537UKMATTERS:45919740.1 Sharing of information5.24The Landlord and the Tenant agree that they will: (a)share the data they hold in respect of energy and water use and waste production/ recycling and other environmentalmatters as are applicable to the use of the Premises between themselves and with any other third party who the partiesagree needs to receive such data; (b)keep the data disclosed under this clause 5.24 confidential and will only use such data for the purposes of ensuring thatthe Building is run in a sustainable way that minimises its environmental impact,provided always that this shall not prevent the Landlord from publishing information giving all details as to how central building energycosts are apportioned across the Building nor the general energy performance of the Building.5.25The Landlord and the Tenant agree that the Tenant's covenant contained in clause 3.1 of this Lease to pay the Energy Levy Rentshall survive the Termination of the Tenancy, but only until the Tenant has paid the Energy Levy Rent in full to the Landlord.6SURETYThe Surety in consideration of this Lease having been granted at its request covenants with the Landlord in the terms contained in theSeventh Schedule.7CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999Unless expressly stated to the contrary nothing in this Lease confers on anyone other than the parties to it any right pursuant to theContracts (Rights of Third Parties) Act 1999.8DETERMINATION8.1The Tenant may terminate this Lease as at the tenth anniversary of the Term Commencement Date (the "relevant date") by servingnot less than twelve calendar months' notice on the Landlord.8.2This Lease shall not terminate as a result of any notice served by the Tenant if on the relevant date: (a)the Tenant has not paid in cleared funds any part of the Principal Rent (or any VAT in respect of it), which was due tohave been paid up to and including the relevant date; or (b)the Tenant or any third party remains in occupation of any part of the Premises; or (c)the Tenant and/or a Group Company of the Tenant (and assuming for these purposes that they are one entity) is not, oron the date immediately following the relevant date it will not be, in occupation of one vertically contiguous space withinthe Building;except to the extent if at all the Landlord in its absolute discretion expressly and in writing waives compliance with one or more of thepre-conditions specified in this sub-clause.8.3Termination of this Lease under this clause 8 does not affect any obligation on the Tenant that applies on or at the expiry of thisLease or any right, accrued by the expiry of this Lease, which either the Landlord or the Tenant then has against the other or againstany third party.8.4Waiver of a pre-condition under 8.2 shall not affect any right which the Landlord may have against the Tenant or against any thirdparty in respect of a breach of the Tenant's obligations.8.5Time is of the essence of all dates and periods referred to in this clause 8. 11/46479475_538UKMATTERS:45919740.1 8.6If notice is not served by the Tenant to terminate this Lease on the relevant date pursuant to clause 8.1 the Landlord and Tenantagree that the Principal Rent shall be reduced to a peppercorn for the period of 9 months from and including the relevant date.8.7The parties agree that to the extent the Tenant has paid any Rents or Service Charge to a date which is beyond the relevant date theLandlord shall refund to the Tenant within 14 days of the relevant date all such sums to the extent they have been paid for a periodbeyond the relevant date.8.8The parties agree by way of explanation and example in order to clarify the meaning of "one vertically contiguous space" in clause8.2(c) above that if the Tenant was the tenant of each of the third floor, fourth floor and fifth floor prior to the date of service of adetermination notice by the Tenant and each lease contained in a clause in the terms of this clause 8, the Tenant would be entitled tovalidly determine any one or more of the following leases by exercising its rights in this clause 8: (a)the Third Floor alone; (b)the Fifth Floor alone; (c)the Third and Fourth Floor together; (d)the Fourth and Fifth Floor together; or (e)the Third Floor, Fourth Floor and the Fifth Floor together.9RIGHT TO RENEW9.1The Tenant may exercise its option to take the Renewal Lease by serving written notice on the Landlord not less than twelve calendarmonths' prior to the Term Expiry Date.9.2The Tenant's option under clause 9.1 shall be of no effect if: (a)on the Term Expiry Date: (i)the Tenant and/or a Group Company of the Tenant (assessed together so for these purposes the Tenantand the relevant Group Company are assumed to be the same entity) shall not be in occupation of at least70,000 square feet of contiguous office space within the Building; and (ii)this Lease is not subsisting, and (b)on the date following the Term Expiry Date the Tenant and/or a Group Company of the Tenant (assessed together so forthese purposes the Tenant and the relevant Group Company are assumed to be the same entity) will not be inoccupation of at least 70,000 square feet of contiguous office space within the Building.9.3For the purposes of clause 9.2 above it is agreed the contiguous office space means space let to the Tenant and/or a GroupCompany of the Tenant on sequential floors of the Building (with no lettable area between any such floors which is not let to theTenant or a Group Company of the Tenant (as the case may be)).9.4The Renewal Lease shall be made on the same terms as this lease save that: (a)the Term Commencement Date shall be the date immediately following the day of expiry of this Lease; (b)the Term shall be five (5) years; (c)the Principal Rent shall be ascertained in accordance with clause 9.5; (d)the "Review Dates" shall be the term commencement date and the term expiry date of the Renewal Lease; (e)the Tenant's option to break in clause 8 and all references to it shall be omitted; and (f)the term "Renewal Lease", this clause 9 and all references to them shall be omitted. 11/46479475_539UKMATTERS:45919740.1 9.5The Principal Rent payable on and from the term commencement date of the Renewal Lease shall be the higher of the Principal Rentpassing on the last day of this lease (ignoring any suspension or abatement) and the Open Market Rent calculated in accordance withthe provisions of the Third Schedule of this Lease. The provisions of paragraph 7 of the Third Schedule will apply if the Principal Rentpayable under the Renewal Lease has not been agreed or assessed by the term commencement date of the Renewal Lease.9.6If at the Term Expiry Date the Rents are suspended whether in whole or in part due to the occurrence of damage or destruction by anInsured Risk or an Uninsured Risk then the parties agree that for the purposes of the Renewal Lease it shall be assumed that suchdamage or destruction is an event which applies to the Renewal Lease so that such suspension continues and the time periodsreferred to in clauses 5.4 and 5.5 shall be reduced so as to take into account any part of these time periods that have occurred duringthe term of this Lease.9.7Any guarantor who is guaranteeing the obligations of the Tenant at the expiry of the Contractual Term shall be obliged to guaranteethe Tenant's obligations under the Renewal Lease on the same terms (but shall not be obliged to do so if during the 12 month periodprior to the Term Expiry Date the Tenant itself would have been able to satisfy the condition in clause 3.64(b) if at any time duringsuch period the Tenant had wished to take an assignment of the Lease).9.8Subject to clause 9.2, if the Tenant exercises its option pursuant to clause 9.1, the Landlord shall grant and the Tenant shall acceptthe Renewal Lease on the date specified in clause 9.4(a).9.9Time is of the essence of the dates and periods referred to in this clause 9.10GOVERNING LAW AND JURISDICTION10.1This Lease and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity,termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance withEnglish law and within the exclusive jurisdiction of the English courts, to which the parties irrevocably submit.10.2Each party agrees that any claim form or other document to be served under the Civil Procedure Rules may be served on it by beingdelivered to or left at a correct address for the purposes of clause 5.13.10.3If any provision of this Lease is void or prohibited under any Act due to any applicable law, it shall be deemed to be deleted and theremaining provisions of this Lease shall continue in force. IN WITNESS whereof this deed has been executed by the parties hereto and is intended to be and is hereby delivered on the day and year firstabove written. 11/46479475_540UKMATTERS:45919740.1 FIRST SCHEDULEThe PremisesALL THAT accommodation on Level 4 of the Building as the same is shown edged red and shaded purple on Plan 3 and which shall include: (a)one half severed medially of the non-structural and non-load bearing walls which divide the Premises from the remainder of theBuilding; (b)the entirety of all other non-structural or non-load bearing walls and columns; (c)the internal plaster surfaces and other finishes of load bearing walls and columns; (d)the ceiling finishes and the whole of any false ceilings and voids between the ceilings (including light fittings) and false ceilings; (e)void between the floor screed (but not the floor screed itself nor any of the floor joists or supporting structure) and any raised floors, allraised floors, the carpet or other covering or material; (f)the Landlord's fixtures and fittings; (g)the Landlord's Services Equipment within and exclusively serving the Premises; (h)the whole of any internal windows and the doors, partitions, equipment, fitments and lights of the Premises; (i)all Service Conduits and Appliances exclusively serving and within the Premises,but there are excluded from the demise: (j)any structural parts, load bearing walls, columns, roofs, Foundations and Services, external walls, cladding, window frames and glassin the external facades of the Building and joists in and around the Premises; (k)any atria in the Building (including any glass therein); (l)such of the Landlord's Services Equipment and such of the Service Conduits and Appliances as are used in common with other partsof the Building. 11/46479475_541UKMATTERS:45919740.1 SECOND SCHEDULEPart IRights granted1The right for the Tenant and all persons authorised by the Tenant at all times: (a)to pass and repass on foot only over and along the pedestrian accessways within the Building from time to timedesignated by the Landlord and to pass and repass on foot only through and over the Common Facilities and the EstateCommon Parts and any part or parts thereof to gain access to and from the Premises and generally to use the CommonFacilities and the Estate Common Parts for all purposes in connection with the use and enjoyment of the Premises; (b)to pass and repass with or without vehicles over and along the roads and accessways within the Building and the EstateCommon Parts from time to time reasonably designated by the Landlord on the Building for the purpose of gainingaccess to and egress from the bicycle parking spaces referred to in paragraph 7 of this Part I of the Second Scheduleand access to and egress from the loading bay in the Building; (c)to use the loading bays in the Building in such locations from time to time designated by the Landlord acting reasonably; (d)to use any compactor in the loading bay in the Building from time to time in such location as shall from time to timedesignated by the Landlord (acting reasonably); (e)to use such emergency escape routes from the Premises through the Building and the Estate Common Parts as complyfrom time to time with statutory requirements and any requirements from time to time of the local authority or local fireauthority; (f)otherwise to use the Common Facilities and the Estate Common Parts for the purpose for which they are intended,(subject in each case to such regulations in relation thereto as may be imposed from time to time pursuant to clause 3.92 and/orclauses 3.106 to 3.108) in each case such rights being exercised in common with others entitled thereto.2The right of passage and use of all such Service Conduits and Appliances which now or may hereafter during the Contractual Termpass or run into, through, along, under or over the Building and the Estate in each case such rights being exercised in common withothers entitled thereto.3Subject to clauses 3.21 to 3.31: (a)the right at all times to connect into and use (subject to the regulations of any appropriate authority) the Service Conduitsand Appliances for the supply of services and for drainage and to connect into and use such other Service Conduits andAppliances as may from time to time be available for connection to the Premises; (b)the right at all times to connect into and use such of the Landlord's Services Equipment as may from time to time beavailable for connection to the Premises,provided that such connection and use does not materially adversely affect the supply of services to other premises within theBuilding having regard to the Specification and on the basis that any residual capacity in such Service Conduits and Appliances andthe Landlord's Services Equipment over and above that set out in the Specification shall be available and allocated to all occupiers ofthe Building on a fair and reasonable basis. 4The right of support shelter and protection from the remainder of the Building. 11/46479475_542UKMATTERS:45919740.1 5The right at all reasonable times and upon reasonable prior notice (except in the case of emergency) to enter other parts of theBuilding for the purposes of carrying out any works required to comply with the covenants and conditions of the Tenant hereincontained and where such works cannot otherwise conveniently be carried out without such entry the Tenant in the exercise of suchright causing as little inconvenience and interference as is reasonably practicable in the circumstances to the Landlord or otheroccupier of the part of the Building so entered and its trade or business carried on therein and making good to the reasonablesatisfaction of the Landlord or the other occupier (as the case may be) any physical damage thereby caused.6The right for the Tenant and any other lawful occupier of the Premises to display its name (in the Landlord's house style) on the signboard provided by the Landlord for that purpose in the main reception area of the Building subject to the Landlord's prior approval(such approval not to be unreasonably withheld or delayed) as to the size and design of the signage concerned and its location).7The exclusive right for the Tenant and any lawful occupier of the Premises only at all times to use 60 bicycle parking spaces in thearea shown shaded red on Plan 6 and 60 lockers in the area shown shaded red on Plan 6 (the Landlord having the right at any timeand from time to time on not less than 14 days' notice to nominate an alternative space or spaces within the Building provided suchnomination is agreed by the Tenant (such agreement not to be unreasonably withheld or delayed)) provided that the Landlord shall beentitled to temporarily suspend all or any such rights after prior consultation with the Tenant as to timing and duration of the proposedworks (save in the case of an emergency) and having proper regard to the Tenant's representations in relation thereto for the purposeof carrying out works of repair and maintenance to the parts of the Building in which the relevant spaces are located where it wouldnot be practical to carry out the relevant works without such suspension and the Landlord shall use reasonable endeavours to keepany such period of suspension to the minimum reasonably practicable. 8The right in common with other occupiers of the Building to use the showers in Level -1 of the Building as are from time to timeprovided.9Subject to the Landlord's entitlement to access and remain on the Roof Terrace in connection with any of the purposes listed inparagraph 2 of Part II of the Second Schedule the right for the Tenant in common with other occupiers of the Building to access ontothe Roof Terrace for uses ancillary to the Tenant's use of the Premises and which are consistent with a high class office buildingprovided that the Tenant shall obtain the Landlord's prior approval to any furniture or other item to be placed on the Roof Terrace (suchapproval not to be unreasonably withheld or delayed).10Subject to the Landlord's entitlement to access and remain on the Fourth Floor Terraces in connection with any of the purposes listedin paragraph 2 of Part II of the Second Schedule the right for the Tenant to access onto the Fourth Floor Terraces for uses ancillary tothe Tenant's use of the Premises and which are consistent with a high class office building provided that the Tenant shall obtain theLandlord's prior approval to any furniture or other item to be placed on the Fourth Floor Terraces (such approval not to beunreasonably withheld or delayed).11The right in common with other occupiers of the Building to install in part or parts of the areas shown coloured red and blue on Plan 7(being tenant roof plant space) from time to time (subject to obtaining consent from the Landlord (such consent not to beunreasonably withheld or delayed) by deed and containing covenants of the type referred to in the provisos at the end of clause 3.31to such installation and subject to the Tenant obtaining all necessary consents and approvals) plant, machinery, satellite dishesaerials and equipment (including air conditioning equipment) together with the right to install and lay associated cabling and otherservice media (with any ancillary plant and equipment) in under over and through the Building for connection to the Premises and touse the same provided that the Landlord will manage the allocation of the tenant roof plant space with due regard to the requirementsof all tenants in the Building and taking the following into account: 11/46479475_543UKMATTERS:45919740.1 (a)where reasonably possible plant areas will be separate for each tenant and will take into account the riser allocationstrategy (being the proviso to paragraph 12 below) and the location of the tenant's facilities requiring connection to thoseplant areas; (b)the tenant plant space available for allocation will exclude the plant space set aside for tenant's generators; (c)the Landlord reserves the right to run cables/pipes and other service media over under or along such areas provided thatthese shall not materially adversely affect the Tenant's use of the same and that the Landlord obtains the Tenant's priorwritten consent (such consent not to be unreasonably withheld or delayed) to the location of such cables/pipes and otherservice media; (d)the proportion that the Net Internal Area of the Premises bears to the Net Internal Area of all of the offices within theBuilding let or intended to be let.12The right to use a fair and reasonable proportion of the riser space and telecoms intake room or rooms allocated to tenants for theiruse within the Building based on the proportion that the Net Internal Area of the Premises bears to the total Net Internal Area of alloffices within the Building for the purpose of running Service Conduits and Appliances exclusively serving the Premises provided thatthe installation of such cabling shall be subject to the Landlord's prior written consent such consent not to be unreasonably withheld ordelayed and provisos (a) to (d) at the end of clause 3.31 shall apply to such installation and consent Provided that the Landlord willmanage the allocation of the riser space for the purposes of the use of and connections to the Service Conduits and Appliances theLandlord's Services Equipment and such telecoms intake room or rooms on the following basis: (a)space shall be allocated between each of the tenants (and undertenants shall be not be taken into account for thesepurposes) in the same proportion as the Net Internal Area they occupy bears to the total Net Internal Area of theBuilding; (b)where reasonably possible separate risers will be allocated to each tenant and will take into account the location of thepremises demised to the tenant; (c)where reasonably possible the allocation of riser space to be used for IT purposes shall be on the basis of separatecages within the risers provided that the Tenant will reimburse the Landlord for the reasonable cost of such cages; (d)the Landlord reserves the right to run cables/pipes and other service media through such risers provided that these shallnot materially adversely affect the Tenant's use of the same and that the Landlord obtains the Tenant's prior writtenconsent (such consent not to be unreasonably withheld or delayed) to the location of such cables/pipes and otherservice media.Wayleaves13The Landlord acknowledges that the Tenant may wish to enter into wayleaves for cabling from external third parties for connectionthrough the Estate and the Building into the Premises and confirms that: (a)it will consent to any such wayleave without payment of a premium for such wayleaves; (b)it will not unreasonably withhold or delay its consent to the entering into of any such wayleave in a form reasonablyapproved by the Landlord. 11/46479475_544UKMATTERS:45919740.1 Staircase Rights14For such duration as the internal staircases connecting the third and fourth floors and fourth and fifth floors exist the right to pass andrepass through the airspace of the slabs separating the third and fourth floors and fourth and fifth floors for the purposes of utilisingsuch connecting staircase.Stadium Seating15The right to construct, retain, modify, amend and use the Stadium Seating within the atrium forming part of the Premises. Part IIRights excepted and reserved1The passage and use of all such Service Conduits and Appliances (if any) as now pass or run into through along under or over thePremises and which are designed to be used for the benefit of the remainder of the Building.2The right for the Landlord and all authorised persons at all reasonable times upon not less than 24 hours' prior notice (except in caseof emergency) to enter the Premises and to enter and remain on the Roof Terrace and/or the Fourth Floor Terraces for the purposesof carrying out the Services and for all or any of the following purposes: (a)inspecting the Premises and the state and condition thereof; (b)survey measurement or valuation of the Premises; (c)reading electricity, water and other check meters or sub-meters installed within the Premises; (d)preparation of a schedule of fixtures and fittings in or about the Premises; (e)remedying any breach of covenant by the Tenant after failure by the Tenant so to do in accordance with the provisions ofclause 3.18; (f)access to or egress from any of the plant rooms or Service Conduits and Appliances included within the Premises oraccessed from the Premises; (g)access to or egress from the Fourth Floor Terraces; (h)to comply with obligations owed by the Landlord (or any developer) to third parties or with the covenants on the part ofthe Landlord (or any developer) contained in this Lease or contained in the Agreement for Lease; (i)maintaining, amending, renewing, cleaning, repairing or rebuilding any adjoining premises in so far as such works cannotbe carried out without entering upon the Premises; (j)to prepare any Energy Performance Certificate for the Premises or the Building; (k)in connection with the provision of Services,PROVIDED ALWAYS THAT the Landlord or other person exercising such rights shall cause as little interference and inconvenienceas reasonably practicable to the Tenant or other occupier of the Premises and its or their trade or business carried on therein and assoon as reasonably practicable make good to the reasonable satisfaction of the Tenant any damage thereby caused to the Premisesand the Tenant's fixtures and fittings and stock and PROVIDED FURTHER THAT the Landlord or other person exercising such rightscomplies with the reasonable security requirements of the Tenant or other occupier and where requisite the Landlord or other personexercising such rights shall only exercise such rights while accompanied by a representative of the Tenant or occupier of 11/46479475_545UKMATTERS:45919740.1 the relevant part of the Premises PROVIDED THAT such a representative shall be made available at reasonable times on reasonablerequest by the Landlord and if such a representative is not made available after a reasonable period after such request (or in the caseof emergency) entry may be made without such a representative.3All rights of light air and other easements and rights (but without prejudice to any expressly granted to the Tenant by this Lease (ifany)) now or hereafter belonging to or enjoyed by the premises from or over any adjoining neighbouring or contiguous land or building.4The right to build or rebuild or alter or carry our any development or works to any adjoining neighbouring or contiguous land or buildingin any manner whatsoever (and to authorise any adjoining owner or occupier to do the same) and to let or authorise the letting of thesame for any purpose or otherwise deal therewith notwithstanding that the light or air to the Premises is in any such case therebydiminished or any other liberty, easement, right or advantage belonging to the Tenant is thereby diminished or prejudicially affectedand so that any access of light and air now or at any time enjoyed by the Premises shall be deemed to be by consent or agreement inwriting for that purpose within the meaning of Section 3 of the Prescription Act 1832 so that the enjoyment thereof shall not preventsuch building, rebuilding, alteration, development, works, letting or dealing as aforesaid and the Tenant shall permit such matterswithout interference or objection PROVIDED THAT the rights reserved by this paragraph 4 shall not be exercised so as to prejudicethe rights expressly granted to the Tenant under this Lease.5The right to support and shelter and all other easements and rights now and hereafter belonging to or enjoyed by all adjoining,neighbouring or contiguous land or buildings an interest wherein possession or reversion is at any time vested in the Landlord.6The right to build on or into any boundary or party wall of the Premises provided always that the Landlord or the person exercising thisright shall make good any damage thereby caused to the Premises and the Tenant's fixtures fittings and stock to the reasonablesatisfaction of the Tenant. 11/46479475_546UKMATTERS:45919740.1 THIRD SCHEDULEReview of Principal Rent1In this Schedule: relevant Review Datemeans 4 March 2024 and each fifth anniversary thereafter and any other date thatbecomes a Review Date pursuant to paragraph 8Completed Premisesmeans the Premises on the assumption that: (a) the Landlord has completed the Premises at its own cost to thespecification and standard described in the section of the Specificationentitled "Category A Specification" and in compliance with everyapplicable Act; (b) the Tenant has removed all fitting out works carried out by the Tenant orany permitted occupier and made good all damage so caused by suchremoval so that the Premises are at the relevant Review Date in the samespecification as in (a) above and in compliance with statutory requirements; (c) if the Premises or the means of access thereto have been destroyed ordamaged they have been completely rebuilt or reinstated and fully restoredOpen Market Rentmeans the yearly rent which would reasonably be expected to become payable inrespect of the Completed Premises after the expiry of a rent free period of suchlength as would be negotiated in the open market between a willing lessor and awilling lessee for the time required for fitting out the Completed Premises on the assumption that such rent free period has expired prior to the relevant Review Dateupon a letting of the Completed Premises as a whole by a willing lessor to a willinglessee in the open market at the relevant Review Date for a term of 10 yearscommencing on the relevant Review Date in every case with rent reviews on eachfifth anniversary of term commencement and with vacant possession without a fine orpremium and for the use or uses permitted under this Lease but otherwise upon theterms of this Lease (other than (i) the length of the Contractual Term and (ii) theamount of the rent hereby reserved (but including the provisions for review of thePrincipal Rent)) and where at the relevant Review Date the Tenant has in fact thebenefit of the Reception Side Letter and the Western Terrace Side Letter, thehypothetical tenant of this Lease shall be assumed also to have the benefit of theReception Side Letter and the Western Terrace Side Letter, such benefit to beassumed to be shared on the same basis the benefit is in fact shared with otheroccupiers by the Tenant on the relevant Review Date, assuming whether or not it bethe case: 11/46479475_547UKMATTERS:45919740.1 (a) that all the Landlord's and Tenant's covenants and obligations in this Leasehave been fully complied with (provided that in the case of the Landlord theLandlord is at the relevant Review Date using all reasonable endeavours toremedy any subsisting breach which the Tenant notified the Landlord inwriting as subsisting a reasonable period before the relevant Review Date);and (b) that the Completed Premises are available and suitable for immediateoccupation and use for fitting out as offices, but disregarding: (c) any goodwill attached to the Premises by reason of the carrying on thereatby the Tenant or by any person deriving title or any right to occupy throughor under the Tenant of any business; (d) any effect on rent of any alteration or improvement to the Premises madeby the Tenant or any person deriving title or any right to occupy through orunder the Tenant or their respective predecessors in title before or after thegrant of this Lease other than an alteration or improvement carried out to theCompleted Premises pursuant to an obligation to the Landlord which shallinclude any alteration or improvement carried out as a consequence of astatutory obligation; (e) any effect on rent of the fact that the Tenant or any person deriving title orany right to occupy through or under the Tenant or their respective predecessors in title may have been in occupation of the Premises or otherpremises in the Building or on the Estate, but so that it will be assumed thatsuch other premises in the Building are fully let at the relevant Review Date; (f) any effect on rent of any works to or alterations to the Premises carried outby the Tenant or any person deriving title or any right to occupy through orunder the Tenant or their respective predecessors in title which reduce theirrental value; and (g) the provisions of clause 8Reception Side Lettermeans the side letter granting Mimecast Services Limited exclusive use of areception desk or reception point in the Building on the terms set out therein, the formof which is attached at Appendix E to this LeaseSurveyormeans an independent chartered surveyor agreed upon by the Landlord and theTenant (both acting reasonably) or in default of agreement appointed by the Presidentin accordance with paragraph 3 of this Schedule 11/46479475_548UKMATTERS:45919740.1 Western Terrace Side Lettermeans the side letter granting Mimecast Services Limited exclusive use of theWestern Roof Terrace on the terms set out therein, the form of which is attached atAppendix F to this Leaseagree or agreedmeans agree or agreed in writing between the Landlord and the Tenant.2From each Review Date the Principal Rent shall be such as may at any time be agreed between the Landlord and the Tenant as thePrincipal Rent payable from that Review Date or (in default of such agreement) whichever is the greater of: (a)the Open Market Rent; and (b)the Principal Rent contractually payable immediately before that Review Date (ignoring any rent abatement under clause5.4).3If by a date three months before the relevant Review Date the rent payable from that Review Date has not been agreed the Landlordand the Tenant may agree upon a person to act as the Surveyor who shall determine the Open Market Rent but in default of suchagreement then either the Landlord or the Tenant may at any time make application to the President to appoint a surveyor todetermine the Open Market Rent and every application shall request that the Surveyor to be appointed shall if practicable be aspecialist experienced in the letting or rental valuation of office premises in the area in which the Premises are situate.4Unless the Landlord and the Tenant otherwise agree the Surveyor shall act as an arbitrator in accordance with the Arbitration Act1996.5If the Surveyor whether appointed as arbitrator or expert refuses to act or is or becomes incapable of acting or dies the Landlord orthe Tenant may apply to the President for the further appointment of a surveyor.6If the Surveyor is appointed as an expert he shall be required to give notice to the Landlord and the Tenant inviting each of them tosubmit to him within such time as he shall stipulate a proposal for the Open Market Rent supported (if so desired by either of theparties) by any or all of: (a)a statement of reasons; (b)a professional rental valuation or report; and (c)submissions in respect of each others' statement of reasons,but notwithstanding the foregoing the Surveyor shall determine the Open Market Rent in accordance with his own judgement but shallissue the determination with a statement of reasons.7If by a Review Date the Principal Rent payable from the Review Date has not been ascertained pursuant to this Third Schedule theTenant shall continue to pay the Principal Rent at the rate payable hereunder immediately before that Review Date and on the quarterday next after such ascertainment the Tenant shall pay to the Landlord the difference between the Principal Rent paid and thePrincipal Rent so ascertained for the period from the Review Date and ending on the said quarter day together with interest on suchdifference for such period at the Prescribed Rate (calculated by reference to such difference or the relevant parts thereof from thedate or the respective dates on which the same would have become due had the Principal Rent payable from the relevant ReviewDate been ascertained by such Review Date). 11/46479475_549UKMATTERS:45919740.1 8If at any Review Date there is by virtue of any Act a restriction which operates to restrict the Landlord's right to review the PrincipalRent or if at any time there is by virtue of any Act a restriction which operates to restrict the right of the Landlord to recover anincrease in the Principal Rent otherwise payable then upon the ending removal or modification of such restriction the Landlord may atany time within three months thereafter give to the Tenant not less than one month's notice requiring an alternative rent review uponthe succeeding quarter day which quarter day shall for the purposes of this Schedule be a Review Date.9A memorandum of the Principal Rent ascertained from time to time in accordance with this Schedule shall be endorsed on this Leaseand the counterpart thereof by way of evidence only and signed by or on behalf of the Tenant and the Landlord respectively.10In this Schedule time shall not be of the essence in agreeing or determining the Open Market Rent nor appointing the Surveyor. 11/46479475_550UKMATTERS:45919740.1 FOURTH SCHEDULEMatters to which the demise is subjectThe entries on the registers of title number NGL770398 dated 6 October 2017 and timed at 12:10:07. 11/46479475_551UKMATTERS:45919740.1 FIFTH SCHEDULEThe Service Charge1In this Schedule:Accounting Periodmeans 1 April in each year to (and including) 31 March in the following year or suchother period being a whole year as shall be notified by the Landlord to the Tenant inwritingBase Figuremeans the figure being the amount of the all items index figure of the RPI publishedfor the month falling three months preceding the commencement of the AccountingPeriod in the year of grant of this LeaseBase Service Charge Capmeans the sum of four hundred and forty nine thousand four hundred and thirty sixpounds (£449,436) (exclusive of VAT)Building Services Costmeans all proper expenditure incurred by or on behalf of the Landlord on the provisionof the Building Services for an Accounting Period and on all related costs specified inPart 1 of the Sixth Schedule, excluding any Outside Normal Business Hours ChargeCapped Elementmeans a proportion of the Building Service Cost for that Accounting Period which theLandlord reasonably determines is fairly and reasonably attributable to the Premises(from which, for the purposes of this definition only, Utility Costs, Energy Levy andServices specifically requested by the Tenant shall be excluded)Capped Periodmeans the term of this LeaseEstate Services Costmeans all proper expenditure incurred by or on behalf of the Landlord on the provisionof the Estate Services for an Accounting Period and on all related costs specified inPart 2 of the Sixth Schedule, excluding any Outside Normal Business Hours ChargeIncidental Servicesmeans the reasonable costs and expenses reasonably and properly incurred by theLandlord or with the Landlord's authority in connection with the Services as set out inPart III of the Sixth ScheduleIncidental Service Costsmeans all proper expenditure incurred by or on behalf of the Landlord on the provisionof Incidental ServicesIndex Figuremeans the figure being the amount of the all items index figure of the RPI publishedfor the month falling three months prior to the expiry of the Accounting Period inrespect of which the calculation is being madeInterim Summeans a yearly sum assessed by the Landlord or the Landlord's Surveyor (actingreasonably) on account of the Service Charge for each Accounting Period being a fairand reasonable estimate of the Service Charge payable by the Tenant in respect ofthat Accounting Period 11/46479475_552UKMATTERS:45919740.1 RPImeans the Retail Prices Index (all items) published monthly in the United Kingdom bythe Office for National Statistics or any official publication substituted for itService Chargemeans for any Accounting Period:(a) the Capped Element(b) a fair and reasonable proportion of the Estate Service Cost forthat Accounting Period which the Landlord reasonably determinesis fairly and reasonably attributable to the Premises(c) a fair and reasonable proportion of the Utility Costs for thatAccounting Period as reasonably determined by the Landlord(d) a proportion of the Incidental Service Cost for that AccountingPeriod which the Landlord reasonably determines is fairly andreasonably attributable to the Premises(e) (to the extent the Tenant does not pay it directly to the relevantsupplier) the total cost of all utilities separately metered andexclusively supplied to the PremisesPROVIDED ALWAYS THAT all interest earned on all Interim Sums and any otherservice charge monies held by the Landlord whether in anticipation of futureexpenditure or otherwise shall be credited against Service CostsService Charge Capmeans the following amounts (exclusive of VAT):(a) in relation to the first Service Period, or proportionately for therelevant part of the first Accounting Period, the Base ServiceCharge Cap;(b) in relation to the second and all subsequent Accounting Periodsthe higher of:i. the Service Charge Cap for the preceding AccountingPeriod; andii. an amount calculated in accordance with the followingformula:SRC x Index Figure;Base Figurewhere SRC is the amount of the Service Charge Cap for the precedingService Period; andService Charge Certificatemeans a certificate showing the Service Cost and Service Charge for eachAccounting Period served pursuant to paragraph 8 of this Schedule 11/46479475_553UKMATTERS:45919740.1 Service Charge CodeThe RICS Service Charges in Commercial Property ‑ a Code of Practice – 3rd Edition- which is effective from 4 February 2014 but not as updated or replaced from time totime thereafterService Costmeans the total sum calculated in accordance with paragraph 2 of this Schedule.Utility Costsmeans together the cost of the supply of electricity and gas:(a) for the provision of the Services; and(b) to the whole or any part of the Common Facilities.2The Service Cost shall be the total of the aggregate of the reasonable and proper costs reasonably and properly incurred by theLandlord in any Accounting Period in carrying out or procuring the carrying out of the Services and providing each item of theServices including (without prejudice to the generality of the foregoing) the Incidental Services but excluding for the avoidance ofdoubt any costs attributable to the provision of any of the Services outside Normal Business Hours at the specific request of theTenant or any other tenant or tenants of the Building.3The Capped Element of the Service Charge shall not exceed the Service Charge Cap for the Capped Period.4If at any time and from time to time the method or basis of calculating or ascertaining the cost of any item of the Services shall alteror the basis of calculating or ascertaining the Service Charge in relation to any item of the Services shall change and in thereasonable opinion of the Landlord or the Landlord's Surveyor such alteration or change shall require alteration or variation of thecalculation of the Service Charge in order to achieve a fairer and better apportionment of the Service Cost amongst the tenants of theBuilding then and in each and every such case the Landlord shall have the right to vary and amend the Service Charge and to makeappropriate adjustments thereto.5The Tenant shall pay to the Landlord the Interim Sum without deduction by equal quarterly instalments in advance on the usualquarter days.6Before the commencement of every Accounting Period the Landlord shall serve or cause to be served on the Tenant written notice ofthe Interim Sum for the relevant Accounting Period Provided that without prejudice to the provisions of paragraphs 11 and 12 of thisSchedule if the written notice aforesaid shall be served after the first occurring quarter day in the relevant Accounting Period theTenant shall until service of the written notice aforesaid make payments on account of the Interim Sum for the relevant AccountingPeriod on the days and in the manner provided by paragraph 5 of this Schedule at an annual rate equal to the Interim Sum for theimmediately preceding Accounting Period.7In the event that the Landlord shall not have served written notice of the Interim Sum for any Accounting Period before any quarterlyinstalments of the Interim Sum becomes due the Tenant shall within 21 days of the service of such notice pay to the Landlord anamount equal to the difference between instalments of the Interim Sum due on the date of service of such notice and the amount paidby the Tenant on account of the Interim Sum pursuant to paragraph 6 of this Schedule.8As soon as practicable after the expiry of every Accounting Period (and in any event no later than the expiry of three months after theexpiry of the relevant Accounting Period) the Landlord shall serve or cause to be served a Service Charge Certificate on the Tenantfor the relevant Accounting Period.9A Service Charge Certificate shall contain a detailed summary of the Service Cost in respect of the Accounting Period to which itrelates together with the relevant calculations showing the Service Charge which shall be binding upon the Landlord and the Tenant(save in the case of manifest error). 11/46479475_554UKMATTERS:45919740.1 10The Tenant may request the Landlord to provide or at the Landlord's option make available for inspection further details of thebreakdown of the expenditure under a Service Charge Certificate or any particular item or items shown in a Service Charge Certificateby giving notice thereof in writing to the Landlord within three months of the date of service on the Tenant of the relevant ServiceCharge Certificate and upon receipt of such a notice the Landlord shall furnish to the Tenant or at the Landlord's option make availablefor inspection and afford to the Tenant all reasonable facilities to enable the Tenant to make copies of full details of such expenditureand other service charge information and documentation as may be reasonably required as soon as reasonably practicable and in anyevent within 28 days of each and every request PROVIDED ALWAYS that notwithstanding the giving of any such notice the Tenantshall nevertheless pay all Interim Sums and Service Charges as and when they fall due or as may be underpaid from time to time.11Within 21 days after the service on the Tenant of a Service Charge Certificate showing that the Service Charge for any AccountingPeriod exceeds the Interim Sum for that Accounting Period the Tenant shall pay to the Landlord or as it shall direct a sum equal tothe amount by which the Service Charge exceeds the Interim Sum provided that and the Tenant hereby acknowledges that if thereshall be any such excess in respect of the Accounting Period the amount of such excess shall be a debt due from the Tenant to theLandlord notwithstanding that the Contractual Term may have expired or been determined before the service by or on behalf of theLandlord of the relevant Service Charge Certificate.12If in any Accounting Period the Service Charge is less than the Interim Sum for that Accounting Period a sum equal to the amount bywhich the Interim Sum exceeds the Service Charge shall be accumulated by the Landlord and shall be applied in or towards theService Charge for the next following Accounting Period and following the last year of this Lease howsoever determined any excessshall be repaid to the Tenant within 28 days of the date of service on the Tenant of the Service Charge Certificate for suchAccounting Period.13The Landlord and Tenant agree that should the Termination of the Tenancy occur during any Accounting Period then the Tenant'sliability in respect of the Service Charge shall be apportioned on a daily basis up to the date of Termination of the Tenancy but thatthe Tenant shall have no liability in respect of the Service Charge for any period after the Termination of the Tenancy but thisparagraph shall be without prejudice to any balancing payments to be made pursuant to paragraphs 11 or 12 of this Schedule.14The Landlord will in the provision and management of the Services have due and proper regard to and shall use reasonableendeavours to comply with the Service Charge Code.15The Landlord shall not be entitled to require any payment from the Tenant towards the establishment or maintenance of any sinking orreserve fund in respect of the Service Cost.16CHANGES TO THE RPI16.1In the event of any change after the date of this Lease in the reference base used to compile the RPI the all items index figure takento be shown in the RPI after the change shall (where possible) be the all items index figure which would have been shown in the RPI ifthe reference base current at the date of this lease had been retained.16.2If the Landlord reasonably believes that any change referred to in paragraph 16.1 above would fundamentally alter the calculation ofthe Service Charge Cap or in the event of it becoming impossible or impracticable, by reason of any change after the date of thislease in the methods used to compile the RPI or for any other reason whatsoever, to calculate the Service Charge Cap there shall besubstituted such other provisions for calculating the Service Charge Cap as shall be agreed between the Landlord and the Tenant or,in default of agreement, as may be determined pursuant to paragraph 17 below. 11/46479475_555UKMATTERS:45919740.1 17DISPUTES17.1If any dispute or question arises between the Landlord and the Tenant as to the calculation of the Service Charge Cap or as to theinterpretation, application or effect of any of the provisions of paragraph 16 then the matter in question may (without prejudicing theparties' ability to agree it at any time) be referred for determination by an independent person (the "Expert") who is to be appointed (indefault of agreement) on the application of either party by the President for the time being of either (taking into account the nature ofthe matter in dispute) the Royal Institution of Chartered Surveyors or the Institute of Actuaries and in respect of any Expert appointedto act under this paragraph 17:17.2he shall: (a)act as an expert and not as an arbitrator; (b)allow the Landlord and the Tenant to make written representations and cross-representations concerning the ServiceCharge Cap (or other matter in dispute) within such time limits as he may prescribe; (c)seek appropriate professional advice on any relevant matter beyond his professional expertise; and (d)make a reasoned determination which shall be final and binding between the parties unless it contains a manifest error;17.3he shall have full power to determine the dispute or matter in question including (without limitation) substituting an alternative index forthe RPI that most closely resembles it (but having regard to paragraph 16;17.4his fees and the cost of his nomination shall be paid as he may determine or, otherwise, equally by the Landlord and the Tenant; and17.5if he refuses to act, or is or becomes incapable of acting or dies, the Landlord or the Tenant may apply for the appointment of anotherExpert. 11/46479475_556UKMATTERS:45919740.1 SIXTH SCHEDULEPart IBuilding Services1The maintenance, repair, decoration and inspection and when reasonably necessary (where in the reasonable opinion of the Landlordthe item is beyond economic repair) the renewal of the Building and each and every part thereof (including the glass in the outsidewalls of the Building in any atria in the Building and in the Common Facilities) excepting: (a)the Premises; and (b)other premises within the Building as are from time to time let or intended to be let.2The operation, maintenance, repair, inspection and cleansing and when reasonably necessary (where in the reasonable opinion of theLandlord the item is beyond economic repair) the renewal of any roof terrace and the Common Facilities including (without prejudice tothe generality of the foregoing) the lifts and escalators within and forming part of the Building, the Service Conduits and Appliances,water treatment systems, sanitary apparatus, pneumatics, vehicle turntables, electrically/mechanically operated barrier gates,computer monitoring system, closed circuit television, surveillance system, control security system and indicator installation, refusecompactors and all other mechanical and electrical systems and all plant, machinery and equipment associated therewith (exceptLandlord's Services Equipment) within the Building.3The: (a)operation, maintenance, repair, inspection and cleansing and when reasonably necessary (where in the reasonableopinion of the Landlord the item is beyond economic repair) the renewal and replacement of the Standby Generators andthe Landlord's Services Equipment (excluding such parts as are within the Premises or any other parts of the Building letor intended to be let by the Landlord and respectively serve the Premises or such other parts of the Building let orintended to be let by the Landlord exclusively) and provision of heating, cooling and ventilation to all parts of theBuilding; (b)external cleaning of the Building; and (c)external and internal cleaning of the Common Facilities,in all such cases as often as in the Landlord's reasonable opinion may be requisite and such maintenance shall include thepreparation, cleaning, decoration, repointing, painting, graining, varnishing, papering, polishing and other treatment or replacement offinishes (walls, floors and ceilings) with good quality materials of their several kinds and in a suitable manner for maintenance in goodcondition as may be appropriate for the particular external or internal finishes.4The provision (but not the initial capital cost of the provision of equipment) and maintenance of security services (including (withoutprejudice to the generality of the foregoing) 24 hour security guards in respect of the Common Facilities and electronic surveillancesystems as the Landlord shall reasonably deem necessary).5The lighting (including the maintenance, repair and for the purposes of repair the proper replacement of the lighting equipment andfittings) of any atria in the Building and the Common Facilities.6The disposal of refuse from the Building including the collection and compaction thereof and the provision of receptacles and plantand equipment in connection therewith. 11/46479475_557UKMATTERS:45919740.1 7The cleaning of the outside of all exterior windows of the Building and all atria glazing (other than such as is the responsibility of anytenant of the Building) and glazing in the Common Facilities as often as may be requisite and the maintenance cleansing, repair,inspection and (where in the reasonable opinion of the Landlord the item is beyond economic repair), renewal of all window cleaningcradles, carriages and runways.8The provision (but not the initial capital cost of providing the same), cultivation, maintenance and replacement of plants and otherdecorative landscaping on the exterior of the Building in the Common Facilities and in any atria in the Building.9The continuous provision of hot water (in compliance with statutory requirements as to minimum temperatures) and cold water to eachlevel of the Building.10The provision of a caretaker, engineers, building technicians, receptionist and such other staff as the Landlord may deem reasonablyand properly necessary for the good management and security of the Building in accordance with principles of good estatemanagement with on-site security and reception services for the Building to be provided on a 24/7 basis.11The reasonable cost of making good any damage occasioned to the Premises or any other premises in the Building let to tenants ofthe Building as an unavoidable result of carrying out any of the Services.12The expenses reasonably and properly incurred by the Landlord in respect of any repairing, rebuilding and re-cleansing any partywalls, fences, sewers, drains, channels, sanitary apparatus, pipes, wires, passageways, stairways, entrance ways, roads, pavementsand other things the use of which is or is capable of being common to the Building and any other property.13The installation and (where appropriate) replacement or updating of separate sub-metering of utilities used in the Common Facilitiesand the Premises.14The provision of all such other services and facilities for the benefit of the Building and the tenants and occupiers of the Buildinggenerally as the Landlord shall from time to time reasonably consider to be necessary or expedient in accordance with good principlesof estate management prevailing from time to time.Part IIEstate Services1The provision of security services, personnel, plant and equipment (including security gates and barriers) and traffic control systemsfor the purpose of monitoring, supervising and controlling the Estate and persons present on the Estate (whether with or withoutvehicles).2The maintenance, repair, renewal, replacement, resurfacing, cleansing and keeping open and free from obstructions and detritus allaccessways, areas, surfaces and paving (including roadways, footways, ramps, turntables, car parking areas and loading bays) laidout on the Estate from time to time and available for passage, access and parking.3The taking of all appropriate steps to clean and maintain on a regular basis the Estate.4The provision and operation of means of collection, storage, compaction and disposal of refuse and rubbish (including litter and pestcontrol) arising or occurring on the Estate.5The provision of suitable landscaping and planting and to keep such parts of the Estate as are laid out with landscaping and plantingfrom time to time in good order and condition and properly tended, maintained, cultivated and planted including where appropriate ornecessary replanting. 11/46479475_558UKMATTERS:45919740.1 6The maintenance and keeping in good repair and working condition efficient fire and smoke detection, fire preventative and firefightingequipment for the Estate (including sprinklers, hydrants, hosereels, extinguishers, fire alarms, fire escapes and fire escape routes andgeneral means of escape) all in compliance with statutory requirements the requirements of the Chief Fire Officer and any othercompetent statutory or other authorities underwriters and insurers.7The effecting, maintaining and renewing of: (a)such insurance on such terms and in such amount as shall be reasonably determined by the Landlord against anyliabilities which the Landlord or any of the owners of other buildings on the Estate may incur to third parties on account ofthe condition of the Estate or any part thereof; and (b)such other insurance in connection with the Estate as the Landlord may reasonably determine.8The provision of any water, fuel, oil, gas, electricity and other energy supplies as may be required for use in running or operating anyof the Services to the Estate except such as are for the exclusive use of a particular tenant or tenants including (if the Landlordreasonably considers it necessary or appropriate) standby power generators and plant.9The inspection and maintenance of the Estate.10The lighting to an adequate and sufficient standard throughout such periods of the day and night as may be requisite all parts of theEstate to which access is available in fact or by right and the heating, cooling and ventilation as necessary of the underground partsof the Estate.11As often as may be necessary the erection, placing, renewal and replacement in suitable locations on the Estate such directionsigns, notices, artwork, sculptures, seats/benches, public toilets and other fixtures, fittings and chattels as are in the interests ofgood estate management appropriate for the enjoyment or better enjoyment of those parts of the Estate to which the public haveaccess in common with the owners of the buildings on the Estate or persons authorised by them provided that no addition will bemade which would result in a material adverse change to the nature or quality of the Estate.12The maintenance, repair and renewal of such special highway finishes on land immediately adjacent to the Estate or any part thereofas exist at the date hereof until such time as such land and finishes are dedicated to the relevant highway authority and the highwayauthority assumes responsibility for the maintenance of the same.13The installation, cleaning maintenance, repair, insurance, reinstatement and renewal of any canopies that may exist from time to timeover any part of the Estate.14The provision of other services and benefits which the Landlord properly considers to be in the interest of good estate managementgenerally for the Estate as a whole including without prejudice to the generality of the foregoing holding private functions andentertainments and/or events for general or public benefit.15Making (and as appropriate from time to time replacing) and enforcing reasonable regulations for the management operation andcontrol of the Estate as a whole and entering into agreements deeds or other arrangements with tenants or users of the Estate or anypart or parts thereof and adjoining or neighbouring owners for the purpose of performing any of the Services.Any reference in Part II of this Schedule to renewal includes renewal, in accordance with the principles of good estate management,of the relevant part of the Estate which is beyond its natural life or deemed by the Landlord (acting reasonably) to be of insufficientquality to maintain standards in keeping with the remainder of the Estate, even though such item is not malfunctioning or in a state ofdisrepair. 11/46479475_559UKMATTERS:45919740.1 Part IIIIncidental costs and expenses to be included in the Service Cost1The proper cost of fuel, oil, gas and electricity or other energy supplies or power sources from time to time used in running oroperating any of the Services.2All existing and future rates, taxes, assessments, charges and outgoings of whatsoever nature payable in respect of the Building orany part thereof (including general and water rates and in respect of the Common Facilities and Communal Areas) other than: (a)rates and other outgoings payable in respect of: (i)the Premises; and/or (ii)other premises within the Building as are from time to time let or intended to be let but not then let; (b)any tax payable or assessed as a result of any dealing with (including any actual or deemed disposal of) any reversionimmediately or mediately expectant on this Lease; and/or (c)any tax payable or assessed in respect of the Rents or other payments reserved or payable hereunder; and/or (d)any future property ownership tax or assessment in respect of any reversionary interest in the Premises; and/or (e)any tax payable or assessed on the Landlord in respect of or arising out of or relating to the grant of this Lease.3All reasonable and proper costs, fees, expenses and other outgoings incurred in connection with: (a)the employment or engagement of such independent contractors, agents, consultants, professional advisers or otherpersonnel as are reasonably necessary in connection with the provision or carrying out of the Services; (b)the salaries, wages, pensions and pension contributions and other emoluments and statutory employer's contributions orlevies of all persons properly employed in connection with the provision or carrying out of the Services; (c)the provision of any necessary uniforms, protective or specialist clothing, tools, appliances, plant, equipment andmaterials as may be necessary or desirable for use in connection with the provision or carrying out of the Services.4The reasonable and proper fees and disbursements of managing agents engaged by the Landlord in connection with the provision orcarrying out of the Services which shall be in line with market rates for a central London office building.5All reasonable fees and costs properly incurred in respect of keeping full and proper records and accounts of the Services andService Cost and the preparation of all necessary accounts statements and certificates in relation to the recovery of the Service Costfrom tenants of the Building.6Reasonable bank charges and interest on overdrawings for discharging items of Service Cost and the collection of the ServiceCharges after giving credit for any interest earned thereon in respect of the same Accounting Period. 11/46479475_560UKMATTERS:45919740.1 7Rent rates and all other outgoings in respect of accommodation properly incurred for use or occupation by the Landlord its agents,servants, employees, workmen or other persons employed directly in connection with the provisions and carrying out of the ServicesPROVIDED THAT: (a)where such accommodation is within the Building or on other premises owned by the Landlord and no rent is paid to theLandlord the Landlord shall be entitled to include in the Service Cost an amount equal to market rent of suchaccommodation as properly and reasonably determined annually by the Landlord's Surveyor; and (b)where such accommodation is not used exclusively for the provision and carrying out of the Services a fair andreasonable proportion of such rent or deemed rent shall be allocated to the Service Cost.8All proper and reasonable legal and other professional fees and disbursements properly incurred by the Landlord in connection withthe enforcement of any contract or agreement entered into by or on behalf of the Landlord with any third party in connection with theprovision or carrying out of the Services.9The reasonable and proper cost of any maintenance or service agreements or insurance contracts in respect of any of the plant,equipment, services or facilities used in connection with the Services.10The supply of requisites to the lavatories comprised in the Common Facilities and such other facilities in the Common Facilities.11The reasonable and proper cost of taking steps to comply with or making representations concerning the requirements of anystatutes, by-laws and other regulations affecting the Building.12The payment of all VAT properly payable on any item of expenditure in connection with the provision or carrying out of the Services tothe extent that it is not otherwise recoverable by the Landlord.13The cost of making up any amount properly deducted by the insurers pursuant to any excess provisions contained in any insurancepolicy of the Building.14Any other proper and reasonable expense properly incurred by the Landlord or its managing agents or other provider of the Servicesattributable to the provision supervision and management of the Services or the improvement from time to time of the standardthereof as shall be reasonably considered advisable or necessary not otherwise specifically mentioned in the Schedule.15A fair and reasonable proportion of the Energy Levy which is attributable on a fair and reasonable basis to the Common Facilitieswhich proportion shall be based on a comparison of the energy supplied to the Common Facilities with the energy supplied to theBuildingPROVIDED ALWAYS that: (a)where in this Schedule there are references to matters or things which are then stated to include certain particularmatters or things which are not also stated to be without prejudice to the generality of the wording preceding itnevertheless the reference to the particular matters or things shall be deemed to be and in each case shall be withoutprejudice to the generality of the wording preceding it; (b)the Landlord may temporarily withdraw any item of service matter or thing specified in this Schedule if such withdrawal isin the interest of good estate management provided that the use and enjoyment of the Premises is not thereby impairedin any material respect; (c)the Landlord shall have the right (provided that the occupation and use of the Premises is not materially adverselyaffected) to cease or to procure the cessation of the provision of or add to or procure the addition to any item of Servicesmatter or thing specified in this Schedule if the Landlord in its reasonable discretion shall deem it desirable or expedientto do so but in reaching such decision the Landlord is to have regard to the principles of good estate management andthe interests of the tenants in the Building; 11/46479475_561UKMATTERS:45919740.1 (d)any parts of the Building occupied by the Landlord for any purpose otherwise than in connection with or incidental to theprovision of the Services shall be deemed to be premises "let or intended to be let" for the purposes of this Schedule; (e)the Landlord shall credit to the Service Cost any cost or expense to the extent to which the Landlord is paid orreimbursed by any person in connection with the maintenance and repair of the Building including but not necessarilylimited to the cost of any item for which the Landlord is paid or reimbursed by insurance proceeds warranties servicecontracts or otherwise; (f)the Service Cost and the Service Charge shall not include: (i)costs and expenses attributable to any part or parts of the Building or the Estate let or intended to be let toany other tenant or occupier (other than management accommodation which for the avoidance of doubtshall not include marketing suites temporarily located in parts of the Building or the Estate intended to belet) which are not so let or occupied nor the costs in respect of collection of rents and Service Charge orarrears and Service Charge or review of principal yearly rents in respect of such parts of the Building andsuch costs and expenses shall be borne and be payable by the Landlord; (ii)any costs and expenses attributable in any way whatsoever to the initial construction of the Building(including landscaping and the Foundations and Services) and the Estate, the Base Building Definition andthe initial installation of the Landlord's Services Equipment and the Services Conduits and Appliances; (iii)any fees, costs and commissions of whatsoever nature incurred in procuring or attempting to procure othertenants for the Building; (iv)the costs of remedying any disrepair, damage or destruction caused by any of the Insured Risks or by anUninsured Risk to the Building or the Estate; (v)any costs in connection with enforcing covenants in any other lease of any part of the Building on theEstate; (vi)any sums payable by the Landlord in relation to any of its charges or indebtedness or financing; (vii)the costs of commissions and charges in respect of collecting of principal rents, service charges andelectricity cost and Outside Normal Business Hours charge and of reviewing rents payable by other tenantsof the Building; (viii)costs of CIL and any costs associated with CIL; (ix)costs associated with Historic Contamination; (x)costs attributed to the Developer's Works (as defined in the Agreement for Lease); (xi)costs which would otherwise form part of the Service Costs but which are directly recoverable in full fromany third party occupier in the Estate; (xii)costs incurred in connection with applications to assign, sublet or alter in respect of any lease or otheroccupational document relating to the Building other than in relation to the Premises; (xiii)costs in respect of any voids or vacant area in the Building which are available to let and/or intended forletting; 11/46479475_562UKMATTERS:45919740.1 (xiv)future redevelopment costs; (xv)costs associated with any breach of the Landlord of its obligations to repair and maintain the Estate and theBuilding in accordance with its obligations in this Lease; and (xvi)any amounts recovered from a third party contractor or professional employed by the Landlord or itspredecessors in title in relation to the construction, modification or improvement of the Building on theEstate (less reasonable and proper costs incurred by the Landlord in making such recovery); 11/46479475_563UKMATTERS:45919740.1 SEVENTH SCHEDULESurety's Covenant1The Surety hereby covenants with the Landlord as a primary obligation that: (a)the Tenant will pay the rents reserved by this Lease on the days and in manner aforesaid and will duly perform andobserve all the Tenant's covenants contained in this Lease and that in case of default the Surety will pay and make goodto the Landlord on demand all loss, damages, costs and expenses thereby arising or incurred by the Landlord; (b)the Surety will (to the extent properly required by the Landlord in accordance with the terms of this Lease) enter into anyfurther lease granted by the Landlord to the Tenant whether pursuant to the Landlord and Tenant Act 194 or otherwise toguarantee the obligations of the Tenant under such lease such guarantee to be in terms identical (mutatis mutandis) tothe terms of this guarantee or in such other terms as may be required by the Landlord; (c)in the event that a liquidator or trustee in bankruptcy shall disclaim this Lease the Surety shall if the Landlord so requiresby notice in writing given to the Surety within three months after such event take a new lease of the Premises for theresidue of the term unexpired at the date of such event and at the rents then payable and subject to the terms of thisLease in every respect and to execute and deliver to the Landlord a counterpart thereof and to pay to the Landlord thereasonable costs thereof; (d)in the event that the Landlord shall not require the Surety to take up a lease in accordance with the provisions ofparagraph 1(b) hereof following the disclaimer of this Lease then the Surety shall pay to the Landlord a capital sum in theamount of the Rents that would have otherwise have been payable under this Lease for the period of 6 months from thedate of such disclaimer; (e)for the purposes of paragraph (b): (i)the new lease shall: (A)be completed within 4 weeks after the date when the Landlord notifies the requirement to theSurety; and (B)take effect from the date of forfeiture, subject to any third party rights of vesting andpossession; and (ii)the contractual term of the new lease shall expire when the Contractual Term would have expired but for thedisclaimer.2PROVIDED ALWAYS THAT IT IS HEREBY AGREED THAT:2.1The Surety shall not be released or discharged in any way from its obligations under this Lease by: (a)any neglect or forbearance of the Landlord in endeavouring to obtain payment of the Rents when the same becomepayable or to enforce performance or observance of the Tenant's covenants herein and any time which may be given bythe Landlord to the Tenant; (b)any variation of the terms of this Lease with the Surety's consent; (c)the transfer of the Landlord's reversionary interest immediately expectant on the determination of this Lease; (d)any refusal by the Landlord to accept rent tendered by or on behalf of the Tenant at a time when the Landlord wasentitled to re-enter the Premises; 11/46479475_564UKMATTERS:45919740.1 (e)any legal limitation and/or incapacity of the Tenant and/or any change in the constitution or powers of the Tenant theSurety or the Landlord; (f)any liquidation, administration or bankruptcy of the Tenant or the Surety; or (g)any other act, omission, matter or thing whatsoever whereby but for this provision the Surety would be released (otherthan a release of the Surety by Deed entered into by the Landlord).2.2The Surety shall not be entitled to participate in or be subrogated to any security held by the Landlord in respect of the Tenant'sobligations or otherwise to stand in the place of the Landlord in respect of any such security.2.3The Surety hereby waives any right to require the Landlord to pursue against the Tenant any rights which may be available to theLandlord before proceeding against the Surety.2.4The Surety abandons and waives any right it may have at any time under the law whether existing or future (whether by virtue of thedroit de discussion or division or otherwise) to require that: (a)the Landlord, before enforcing this Lease or any right, interest or obligation under this Lease, takes any action, exercisesany recourse or seeks a declaration of bankruptcy against the Tenant or any other person, makes any claim in abankruptcy, liquidation, administration or insolvency of the Tenant or any other person or enforces or seeks to enforceany other right, claim, remedy or recourse against the Tenant or any other person; (b)the Landlord, in order to preserve any of its rights against the Surety joins the Surety as a party to any proceedingsagainst the Tenant or any other person or the Tenant or any other person as a party to any proceedings against theSurety or takes any other procedural steps or observes any other formalities; or (c)the Landlord divides or apportions the liability of the Surety under this Lease with any other person or such liability isreduced in any manner. 11/46479475_565UKMATTERS:45919740.1 EIGHTH SCHEDULEForm of authorised guarantee agreement AUTHORISED GUARANTEE AGREEMENT DATE: ……………………………………… PARTIES (1)[ ] whose registered office is at/of [ ] [(Co. Regn. No. )] (the"Landlord"); and (2)[ ] whose registered office is at/of [ ]1 [(Co. Regn. No. )] (the "ExistingTenant"); and (3)[[ ] whose registered office is at/of [ ]2 [(Co. Regn. No. )] (the "ExistingTenant's Guarantor")] BACKGROUND (A)This agreement is supplemental and collateral to the Lease. (B)The Landlord is entitled to the immediate reversion to the Lease. (C)The residue of the term granted by the Lease is vested in the Existing Tenant. (D)The Existing Tenant intends to assign the Lease and in accordance with the provisions of the Lease has agreed to enter into anauthorised guarantee agreement with the Landlord. (E)[Under the Lease the Tenant's obligations are guaranteed by the Existing Tenant's Guarantor.] IT IS AGREED AS FOLLOWS:1.DEFINITIONS AND INTERPRETATIONIn this agreement:1.1the following expressions have the respective specified meanings:"Assignee" the person or persons defined as assignee in the Licence to Assign;"Assignment" means the assignment authorised by the Licence to Assign, which for the purposes of this agreement, occurs on thedate of the transfer of the Lease to the Assignee whether or not the transfer requires to be completed by registration at HM LandRegistry;"Lease" a lease of [ ] floor of 1 Finsbury Avenue, London EC2 dated [date] and made between (1) B.L.C.T. (PHC 15A)Limited, (2) Mimecast Services Limited and (3) Mimecast Limited, and includes all documents collateral to it including this agreement;"Licence to Assign" a licence to assign the Lease dated the date hereof and made between [parties];"Tenant's obligations" has the same meaning as is given by the 1995 Act to the expression "tenant covenants" and applies in relationto the tenancy created by the Lease; and"1995 Act" means the Landlord and Tenant (Covenants) Act 1995; 1If a foreign company, include an address for service in the UK and specify that it is such an address.2If a foreign company, include an address for service in the UK and specify that it is such an address. 11/46479475_566UKMATTERS:45919740.1 1.2where a party comprises more than one person, that party's obligations take effect jointly and severally; and1.3references to any clause are to the corresponding clause in this agreement and the headings do not affect the construction orinterpretation of this agreement.2.AUTHORISED GUARANTEE AGREEMENTThis authorised guarantee agreement is entered into by the Existing Tenant in consideration of the Landlord's entering into the Licenceto Assign and, accordingly, the Existing Tenant as a principal obligor agrees with the Landlord that:2.1GuaranteeThe Existing Tenant's obligations will be complied with by the Assignee and, to the extent they are not, the Existing Tenant will complywith them and will indemnify the Landlord against any loss it suffers as a result of any non-compliance, without deduction or set-off.2.2Preservation of the guaranteeThe Existing Tenant's obligations under this clause are not affected by: 2.2.1any delay or other indulgence, compromise or neglect in enforcing the Tenant's obligations or any refusal by the Landlord toaccept tendered rent; 2.2.2any partial surrender of the Lease (and the Existing Tenant's liability shall continue but only in respect of the continuingTenant's obligations); 2.2.3without prejudice to clause 2.4, any disclaimer of the Assignee's liability under the Lease; 2.2.4any legal limitation, immunity, incapacity, insolvency or the winding-up of the Assignee (or, if the Assignee is more thanone person, of any such person) or by the Assignee (or any such person) otherwise ceasing to exist; 2.2.5any act or omission in connection with any right or remedy against the Assignee or with any other security which theLandlord holds at any time for the Tenant's obligations or in connection with re-letting the Premises; 2.2.6any other act or omission which, but for this provision, would have released the Existing Tenant from liability,or any combination of any such matters and, subject as provided in section 18 of the 1995 Act, the Existing Tenant's obligations are notreleased by, but shall be construed so as to require compliance with, the terms of any consent or approval by the Landlord or of anyvariation or waiver of any of the Tenant's obligations and the Existing Tenant shall, if the Landlord requests, join in any such consent,approval, variation or waiver in order to acknowledge and confirm that requirement.2.3Subrogation rights, etc.The Existing Tenant: 2.3.1may not participate in, or exercise any right of subrogation in respect of, any security which the Landlord holds at any timefor the Tenant's obligations; 2.3.2will unconditionally waive any right of contribution by the Assignee towards the Existing Tenant's liability under this clause,to the extent the waiver is requisite for preserving that liability; 2.3.3acknowledges that the Existing Tenant's obligations under this clause are and shall remain additional to and separate fromany other security which the Landlord holds at any time for the Tenant's obligations and shall be complied with irrespectiveof any such other security; 2.3.4shall not: (A)claim in competition with the Landlord in any proceedings or any type of arrangement in connection with theAssignee’s insolvency; or (B)exercise any other right or remedy against the Assignee whether insolvent or not,in respect of any performance of the Existing Tenant's obligations under this clause unless and until all of those obligationsare fully performed (and, if, notwithstanding, the Existing Tenant does receive any money pursuant to any such claim, rightor remedy, it shall hold the money on trust for the Landlord until those obligations are fully performed); and 11/46479475_567UKMATTERS:45919740.1 2.3.5warrants that it has not taken and agrees that it will not take any security over the Assignee's assets for any liability owedto the Existing Tenant (and, if, notwithstanding, the Existing Tenant does receive any such security, it shall hold thesecurity on trust for the Landlord until the Existing Tenant's obligations under this clause are fully performed).2.4Disclaimer, etc. 2.4.1If the Assignee’s liability under the Lease is disclaimed, the Landlord may require the Existing Tenant to accept (and, if so,the Existing Tenant will accept) a new lease of the Premises on and giving effect to the same terms, and containing thesame agreements, as the Lease except this clause (and, where any such term applies as at a particular date or period, asat the same date or period), and as the terms had effect immediately before the disclaimer such that the obligations of thenew lease are no more onerous than the Tenant's obligations, subject as provided in clause 2.4.2. 2.4.2For the purposes of clause 2.4.1: (A)the Landlord's requirement must be notified to the Existing Tenant within six months after the date of theLandlord's receipt of notice of the disclaimer; (B)the new lease shall: (1)be granted in all respects at the Existing Tenant's cost; (2)be completed within four weeks after the date when the Landlord notifies the requirement to theExisting Tenant; and (3)take effect from the date of disclaimer, subject to any third party rights of vesting and possession;and (C)the contractual term of the new lease shall expire when the Term would have expired but for the disclaimer. 2.4.3In the event that the Landlord shall not require the Existing Tenant to take up a new lease of the Premises following thedisclaimer of the Lease then the Tenant will continue to pay to the Landlord the rents reserved by the Lease for a period ofsix months from the date of disclaimer or until the date the Premises are re-let, whichever first occurs. 3.[AGA GUARANTEEIn consideration of the Landlord entering into the Licence to Assign, the Existing Tenant's Guarantor as a principal obligor agrees withthe Landlord, with effect from the Assignment, that:3.1GuaranteeUntil the date when the Existing Tenant is released by the 1995 Act from the guarantee and supplementary provisions in clause 2(referred to in this clause as the "Authorised Guarantee Agreement") the Existing Tenant will comply with the Authorised GuaranteeAgreement and, to the extent the Existing Tenant does not, the Existing Tenant's Guarantor will comply with them and will indemnify theLandlord against any loss it suffers as a result of any non-compliance, without deduction or set-off.3.2Preservation of the guaranteeThe Existing Tenant's Guarantor's obligations under this clause are not affected by: 3.2.1any delay or other indulgence, compromise or neglect in enforcing the Authorised Guarantee Agreement; 3.2.2any partial surrender of the Lease (and the Existing Tenant's Guarantor's liability shall continue but only in respect of thecontinuing Authorised Guarantee Agreement); 3.2.3without prejudice to clause 3.4, any disclaimer of the Authorised Guarantee Agreement; 3.2.4any legal limitation, immunity, incapacity, insolvency or the winding-up of the Existing Tenant (or, if the Existing Tenant ismore than one person, of any such person) or by the Existing Tenant (or any such person) otherwise ceasing to exist; 3.2.5any act or omission in connection with any right or remedy against the Existing Tenant or with any security which theLandlord holds at any time for the Tenant's obligations or in connection with re-letting the Premises; 11/46479475_568UKMATTERS:45919740.1 3.2.6any other act or omission which, but for this provision, would have released the Existing Tenant's Guarantor from liability,or any combination of any such matters and, subject as provided in section 18 of the 1995 Act, the Existing Tenant's Guarantor'sobligations in connection with the Authorised Guarantee Agreement are not released by, but shall be construed so as to requirecompliance (through the Authorised Guarantee Agreement) with, the terms of any consent or approval by the Landlord or of anyvariation or waiver of any of the Tenant's obligations and the Existing Tenant's Guarantor shall, if the Landlord requests, join in any suchconsent, approval, variation or waiver in order to acknowledge and confirm that requirement.3.3Subrogation rights, etc.The Existing Tenant's Guarantor: 3.3.1may not participate in, or exercise any right of subrogation in respect of any security which the Landlord holds at any timefor the Tenant's obligations; 3.3.2will unconditionally waive any right of contribution by the Existing Tenant towards the Existing Tenant's Guarantor's liabilityunder this clause, to the extent the waiver is requisite for preserving that liability; 3.3.3acknowledges that the Existing Tenant's Guarantor's obligations under this clause are and shall remain additional to andseparate from any other security which the Landlord holds at any time for the Tenant's obligations and shall be compliedwith irrespective of any such other security; 3.3.4shall not: (A)claim in competition with the Landlord in any proceedings or any type of arrangement in connection with theinsolvency of any person who owes the Landlord liability for the Tenant's obligations; or (B)exercise any other right or remedy against any such person whether insolvent or not,in respect of any performance of the Existing Tenant's Guarantor's obligations under this clause unless and until all ofthose obligations are fully performed (and, if, notwithstanding, the Existing Tenant's Guarantor does receive any moneypursuant to any such claim, right or remedy, it shall hold the money on trust for the Landlord until those obligations are fullyperformed); and 3.3.5warrants that it has not taken and agrees that it will not take any security over the Existing Tenant's assets for any liabilityowed to the Existing Tenant's Guarantor (and, if, notwithstanding, the Existing Tenant's Guarantor does receive any suchsecurity, it shall hold the security on trust for the Landlord until the Existing Tenant's Guarantor's obligations under thisclause are fully performed).3.4Disclaimer, etc. 3.4.1If a new lease is to be granted to the Existing Tenant pursuant to clause 2.4, the Existing Tenant's Guarantor shall be aparty to it in order to guarantee compliance with the Existing Tenant's obligations under it and to accept a further leasefollowing any disclaimer or forfeiture by or against the Existing Tenant as tenant of the new lease. 3.4.2The Existing Tenant's Guarantor's obligations in clause 3.4.1 shall be on the same terms, subject to any necessarydifferences of fact, as applied to the obligations which the Existing Tenant's Guarantor had under the Lease before theAssignment. 3.4.3If the Existing Tenant fails to comply with clause 2.4.1, the Existing Tenant's Guarantor will do so by taking the new leasein its own name.4.TRANSMISSION OF GUARANTEESThe benefit of every guarantee provided for in this agreement shall:4.1be annexed and incident to the whole, and to each and every part, of the immediate reversion to the Lease; and4.2pass on an assignment of the whole or any part of that reversion. 11/46479475_569UKMATTERS:45919740.1 5.SEVERANCEIf any provision of this agreement is void or prohibited under any statutory enactment due to any applicable law, it shall be deemed tobe deleted and the remaining provisions of this agreement shall continue in force.6.GOVERNING LAW AND JURISDICTION6.1This agreement and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity,termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance withEnglish law and within the exclusive jurisdiction of the English courts, to which the parties irrevocably submit.6.2Each party irrevocably agrees that any claim form or other document to be served under the Civil Procedure Rules may be served on itby being delivered to or left at its address in the United Kingdom as stated in this document or as otherwise notified to [each] [the] otherparty and each party undertakes to notify the others in advance of any change from time to time of such address for service and tomaintain an appropriate address at all times.7.EXCLUSION OF THIRD PARTY RIGHTSThe parties confirm that no term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a personwho is not a party to it. This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it. 11/46479475_570UKMATTERS:45919740.1 EXECUTED as a DEED by MIMECAST SERVICES LIMITED……………………………..acting by two directors /a(Signature of director)director and its company secretary …………………….. (Signature of director / secretary) EXECUTED as a DEED by MIMECAST LIMITED………………………………acting by a director(Signature of director)in the presence of: Secretary …………………………………….. (Name of witness) …………………………………….. …………………………………….. …………………………………….. …………………………………….. (Address of witness) …………………………………….. (Signature of witness) 11/46479475_571UKMATTERS:45919740.1 EXECUTED as a DEED by BLCT (PHC 15A))LIMITED, a company incorporated in Jersey, acting)by _____Nigel Webb_____________, being a)person(s) who, in accordance with the laws of that)territory, is/are acting under the authority of the company) ……B.L.C.T. (PHC 15A) Limited……Signature in the name of the company Signature(s):_____/s/ Nigel Webb_________________ Authorised Signatory /s/ Illegible For British Land Company Secretarial Limited EXECUTED as a DEED by MIMECAST/s/ Peter Bauer………………………..SERVICES LIMITED acting by two(Signature of director)directors /a director and its company secretary /s/ Rafeal Brown………………………….. (Signature of director / secretary) Signed as a deed on behalf of MIMECAST)LIMITED, a company incorporated in Jersey,)by _Peter Bauer_________________, being a)person who, in accordance with the laws of that)territory, is acting under the authority of the company) Signature(s): /s/ Peter Bauer______________________ Authorised Signatory 11/46479475_572UKMATTERS:45919740.1 Exhibit 10.43Execution copy 29 March 2019 B.L.C.T. (PHC 15A) LIMITEDandMIMECAST SERVICES LIMITEDandMIMECAST LIMITED 1 FINSBURY AVENUE, LONDON EC2LEASE OF 5th FLOOR Herbert Smith Freehills LLP 11/46486557_51UKMATTERS:45919740.1 TABLE OF CONTENTS 1INTERPRETATION12DEMISE HABENDUM AND REDDENDUM93TENANT'S COVENANTS10 Rent10 Outgoings10 Water gas and electricity charges and equipment11 Repair12 Decoration and maintenance12 Yield up12 Landlord's rights of entry13 Compliance with notices to remedy13 Improvements and alterations13 Notices of a competent authority16 To comply with enactments16 To comply with town planning legislation etc17 User permitted17 User prohibited18 Alienation absolutely prohibited18 Assignment permitted19 Underletting permitted20 Registration22 Not to display advertisements22 Insurance22 Notice of damage23 Landlord's costs24 VAT24 Regulations affecting the Premises25 Obstructions and encroachments25 Covenants and provisions affecting the Landlord's title25 Operation of plant and equipment25 Obligations relating to entry and services25 Registration26 Energy performance certificates26 Bicycle Spaces274LANDLORD'S COVENANTS27 Quiet enjoyment27 Insurance27 Landlord's obligations in relation to insurance28 Reinstatement28 Obligations relating to Services for the Tenant29 Building Defects30 Head Lease rents30 Retail Units305PROVISOS31 Re-entry31 Suspension of rent32 Damage before Rent Commencement Date33 Determination if damage or destruction33 Roof Terrace35 Warranty as to use35 Service of notices35 Apportionment35 Exclusions of Landlord's liability35 Removal of property36 VAT36 Sharing of information376SURETY377CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999378DETERMINATION379RIGHT TO RENEW38 11/46486557_52UKMATTERS:45919740.1 10OPTION TO SURRENDER3911GOVERNING LAW AND JURISDICTION41FIRST SCHEDULE - The Premises42SECOND SCHEDULE43 Part I Rights granted43 Part II Rights excepted and reserved46THIRD SCHEDULE - Review of Principal Rent48FOURTH SCHEDULE - Matters to which the demise is subject52FIFTH SCHEDULE - The Service Charge53SIXTH SCHEDULE59 Part I Building Services59 Part II Estate Services60 Part III Incidental costs and expenses to be included in the Service Cost62SEVENTH SCHEDULE - Surety's Covenant66EIGHTH SCHEDULE68 Appendices:Appendix A: PlansAppendix B: Base Building DefinitionAppendix C: Occupier Fit-Out GuideAppendix D: SpecificationAppendix E: Reception Side LetterAppendix F: Western Terrace Side LetterAppendix G: Agreement to Surrender in agreed form All appendices have been intentionally omitted. 11/46486557_53UKMATTERS:45919740.1 LAND REGISTRY PARTICULARS LR1. Date of Lease29 March 2019LR2. Title number(s): LR2.1 Landlord's title number(s)NGL770398LR2.2 Other title numbers LR3. Parties to this LeaseLandlord B.L.C.T. (PHC 15A) LIMITED (company registration number 76075 (Jersey)) whoseregistered office is at 47 Esplanade, St Helier, Jersey JE1 0BD c/o York House, 45Seymour Street, London W1H 7LX (the "Landlord").TenantMIMECAST SERVICES LIMITED (company registration number 04901524) whoseregistered office is at 6th Floor, CityPoint, One Ropemaker Street, London EC2Y 9AW(the "Tenant"). Other parties MIMECAST LIMITED (company registration number 119119 (Jersey)) whose registeredoffice is at 22 Grenville Street, St Helier, Jersey JE4 8PX c/o 6th Floor, CityPoint, OneRopemaker Street, London EC2Y 9AW (the "Surety").LR4. PropertyIn the case of a conflict between this clause and the remainder of this Lease then,for the purposes of registration, this clause shall prevail.The property defined as "Premises" in Part 1 of the Particulars to this Lease.LR5. Prescribed statements etc: LR5.1 Statements prescribed under rules 179(dispositions in favour of a charity), 180(dispositions by a charity) or 196 (leasesunder the Leasehold Reform, Housingand Urban Development Act 1993) of theLand Registration Rules 2003None.LR5.2 This lease is made under, or by referenceto, provisions of:Not applicable.LR6. Term for which the Property is leasedThe term as specified in Part 1 of the Particulars to this Lease. 11/46486557_54UKMATTERS:45919740.1 LR7. PremiumNone.LR8. Prohibitions or restrictions on disposingof this LeaseThis lease contains a provision that prohibits or restricts dispositions.LR9. Rights of acquisition etc: LR9.1 Tenant's contractual rights to renew thisLease, to acquire the reversion or anotherlease of the Property, or to acquire aninterest in other landThe right set out in clause 9 of this Lease.LR9.2 Tenant's covenant to (or offer to)surrender this LeaseNone.LR9.3 Landlord's contractual rights to acquirethis LeaseNone.LR10. Restrictive covenants given in this Leaseby the Landlord in respect of land otherthan the PropertyThe covenants set out in clauses 4.13 and 4.14 of this Lease.LR11. Easements: LR11.1 Easements granted by this Lease for thebenefit of the PropertyThe easements set out in Part I of the Second Schedule to this Lease.LR11.2 Easements granted or reserved by thisLease over the Property for the benefit ofother propertyThe easements set out in Part II of the Second Schedule to this Lease.LR12. Estate rent charge burdening thePropertyNone.LR13. Application for standard form ofrestrictionNone.LR14. Declaration of trust where there is morethan one person comprising the TenantNone. 11/46486557_55UKMATTERS:45919740.1 PARTICULARS PART 1 "Premises"The fifth floor of the Building being the premises described in the First Schedule togetherwith all alterations, additions and improvements thereto other than Tenant's or tradefixtures and fittings"Term Commencement Date"means 4 March 2019"Contractual Term"Fifteen years from and including the Term Commencement Date"Principal Rent"£1,947,498.50 per annum (subject to review in accordance with the provisions of the ThirdSchedule)"Rent Commencement Date"means 4 March 2020"Review Dates"4 March 2024 and every fifth anniversary of that date during the Contractual Term and anydate stipulated under paragraph 6 of the Third Schedule"Permitted Use"High class offices and for ancillary purposes within paragraph (a) of Class B1 of the Townand Country Planning (Use Classes) Order 1987 (here meaning the 1987 Order and notany subsequent modification or re-enactment thereof notwithstanding the provisions ofclause 1.3) PART 2 Term Expiry Date3 March 2034Landlord's option to breakNoneTenant's option to break4 March 2029Landlord and Tenant Act 1954Not excludedInterest on late payments2% above base rateInterest on shortfall of rent review0% above base rate 11/46486557_56UKMATTERS:45919740.1 UNDERLEASE (referred to throughout as "this Lease")DATED 29 March 2019BETWEEN(1)B.L.C.T. (PHC 15A) LIMITED (the "Landlord")(2)MIMECAST SERVICES LIMITED (the "Tenant")(3)MIMECAST LIMITED (the "Surety")WITNESSETH as follows:1INTERPRETATIONIn this Lease:1.1The following expressions shall have the following meanings:Actmeans any Act of Parliament now or hereafter to be passed and includes anyinstrument, order or regulation or other subordinate legislation deriving validityfrom any Act of ParliamentAgreement for Leasemeans the agreement for lease dated 2 January 2018 made between (1)Bluebutton Developer Company (2012) Limited (2) the Landlord (3) BluebuttonProperties UK Limited (4) the Tenant and (5) the Surety and any amendments orvariations theretoapproved and authorisedmean approved or authorised in writing by the LandlordAssociated Entitymeans independent contractors employed by the Tenant in connection with theservices the contractors are providing to the Tenant in relation to the Premisesand other bodies, professional advisers and entities and which facilitate theoperation of the Tenant's business at the PremisesBase Building Definitionmeans the base building definition applying to the Building attached at Appendix BBuildingmeans the land and buildings known as 1 Finsbury Avenue, London EC2 shownedged red on Plan 1 and includes (without limitation) the Foundations andServicesBuilding Servicesmeans the services and amenities to be provided by the Landlord for the benefit ofthe Building (or some part or parts thereof) (but being for the benefit of the tenantsof the Building as a whole) as are set out in Part I of the Sixth Schedule and suchother services and amenities as are consistent with the management of a highclass office building which the Landlord may from time to time reasonably requireshould be provided or carried out for the benefit of the tenants of the Building as awholeCILmeans community infrastructure levy under the Planning Acts and any charge,levy, tax or imposition substituted for it and including related interest, penalties,surcharges, liabilities and costs of compliance 11/46486557_51UKMATTERS:45919740.1 Common Facilitiesmeans each and every part or parts of the Building (other than Landlord's ServicesEquipment) which are from time to time provided by the Landlord (actingreasonably) for common or general use by or for the benefit of the Tenant andother tenants, licensees and occupiers of the Building, their employees, agents,servants, licensees and customers and all others authorised by the Landlordincluding (but without limiting the generality of the foregoing) entrance lobbies, liftlobbies, goods lifts, loading bays, lifts, escalators, staircases, corridors,passageways, accessways, communal plant rooms and lavatories, showers andlocker rooms and water closet accommodationcompanymeans a body corporate wheresoever incorporatedconsent of the Landlordmeans a consent in writing signed by the LandlordDesign Standardsmeans the level of services (including electricity supply) which the Landlord'sServices Equipment are designed to supply to the Premises (brief details of whichare set out in the Specification) and as the same may be increased from time totime with, if the increase is to increase a cost to the Tenant, the consent of theTenant (such consent not to be unreasonably withheld or delayed)Electricity Costmeans the actual cost of the provision of electricity to the Premises forconsumption by the Tenant in accordance with the Landlord's covenant containedat clause 4.6 being the measured proportion as reasonably determined by theLandlord of the actual or total cost of the provision of electricity to the areas of theBuilding let or intended to be let from time to time which proportion shall be basedupon readings taken in such manner and at such times as the Landlord shall fromtime to time determine (acting reasonably) of the check meters relating to thePremises and other parts of the Building from time to time installed and whereestimated shall be subject to annual reconciliationEnergy Costsmeans any taxes, levies, charges (except for sums payable to utilities suppliers)or assessments (whether parliamentary, parochial, local or of any otherdescription) properly and reasonably paid by the Landlord or by a Group Companyof the Landlord and/or any credits, allowances or permits properly and reasonablypurchased by the Landlord or by a Group Company of the Landlord in each caserelating to the consumption of energy or emission of greenhouse gases by or fromor supply of energy to the properties of the Landlord and/or any Group Company ofthe Landlord from time to time and including but without limitation all proper andreasonable costs and payments properly and reasonably incurred pursuant to or inconnection with the Scheme 11/46486557_52UKMATTERS:45919740.1 Energy Levymeans a fair and reasonable proportion of the Energy Costs that are directlyincurred under the Scheme in respect of any Scheme Year wholly in connectionwith or in relation to the supply of energy to the Building or any part of the Buildingand such proportion of the Energy Costs shall be made on the followingassumptions: (a) the Landlord is a participant in the Scheme; and (b) the Landlord is supplied with energy only at the Building and makes nocarbon emissions other than those made from the Building andconsumes no energy other than within the Building (and such proportion shall be based upon a comparison of the supply of energy tothe Building with the total energy supplied to all the buildings included in theEnergy Costs provided that it is agreed by the Landlord that the Energy Levy shallnot include any costs incurred in the administration and coordination ofcompliance with the Scheme by the Landlord or any Group Company of theLandlord within the Scheme nor any fees or expenses of legal advisers, surveyorsor other professional advisers engaged by the Landlord or any Group Company ofthe Landlord in connection with the Scheme)Energy Levy Rentmeans a fair and reasonable proportion of the Energy Levy which is attributable ona fair and reasonable basis to the Premises which proportion shall be based: (a) (in the case of energy supplies the use or consumption of which at thePremises is not separately metered) a fair and reasonable proportion ofthe energy supplied to the Building; and (b) (in the case of energy supplies the use or consumption of which at thePremises is separately metered) on the energy supplied to the Premisesas evidenced by the meters or other measuring devices serving thePremisesEnergy Performance Certificatemeans an energy performance certificate and recommendation report as defined inthe Energy Performance of Buildings (England and Wales) Regulations 2012Estatemeans the Broadgate Estate from time to time, as shown at the date of this Leaseedged red on Plan 2Estate Common Partsmeans each and every open part or parts of the Estate (other than any building orstructure) which are from time to time provided by the Landlord or its GroupCompanies (acting reasonably) for common or general use by or for the benefit ofthe Tenant and other tenants, licensees and occupiers of the Estate, theiremployees, agents, servants, licensees and customers and all others authorisedby the Landlord or its Group Companies 11/46486557_53UKMATTERS:45919740.1 Estate Servicesmeans the services and amenities to be provided by the Landlord for the benefit ofthe Estate (or some part or parts thereof as are set out in Part II of the SixthSchedule) and such other services and amenities as are consistent with themanagement of a high class estate which the Landlord may in its discretion fromtime to time reasonably decide should be provided or carried out for the benefit ofthe tenants and occupiers of the Estate or some part or parts thereof (and whichin all cases benefit the tenants and occupiers of the Estate as a whole)Fifth Floor Terracesmeans the external terraces shown edged green on Plan 3Fire Safety Ordermeans the Regulatory Reform (Fire Safety) Order 2005Foundations and Servicesmeans: (a) the foundations, piles, footings, columns, beams and other load bearingstructures (including transfer structures as necessary) steelwork,bracings, access and inspection pits, escalator pits, lift pits and otherstructures and fire proofing; and (b) the drains, sewers, pipes, wires, ducts, cables and other conduits; and (c) the meter rooms; and (d) the steps serving the Building as exist from time to timeGroup Companya company is a Group Company of another company if it is from time to time theholding company of that company or a subsidiary company of that company orany company whose holding company is the holding company of that companywhere the expressions "holding company" and "subsidiary" have the meaningsgiven in Section 1159 and Schedule 6 of the Companies Act 2006Head Leasemeans the lease dated 17 February 1999 and made between (1) B.L.C.T (17810)Limited and (2) Broadgate (PHC 15a) LimitedHistoric Contaminationmeans the presence under the Building and/or the Estate of any natural or artificialsubstances or materials (whether solid, liquid, gas or otherwise and whether aloneor in combination with any substance or material) capable of causing harm tohuman health and/or the environment, including, for the avoidance of doubt,radiation, heat, vibration, waste, carbon dioxide and/or any other greenhousegases which were caused or were present prior to the date of this Lease 11/46486557_54UKMATTERS:45919740.1 Insured Risksmeans loss or damage, whether total or partial, caused by the following risks tothe extent that insurance cover is available for the same in the London insurancemarket at reasonable cost namely fire, storm, earthquake, tempest, flood,lightning, explosion, aircraft and other aerial devices or articles dropped therefrom,riot or civil commotion, malicious damage, impact, bursting and overflowing ofpipes or water tanks, acts of terrorism, subsidence, groundslip and heave,breakdown and sudden and unforeseen damage to engineering plant andequipment and such other risks (in respect of which cover is available asaforesaid) as the Landlord (acting as a prudent Landlord) shall from time to timereasonably and properly determine having regard to the interests of the tenants ofthe BuildingLandlordincludes where the context so admits the estate owner for the time being of thereversion immediately expectant on the Termination of the TenancyLandlord's Services Equipmentmeans all the plant, machinery and equipment (with associated Service Conduitsand Appliances) within or serving the Building from time to time comprising orused in connection with the following systems (to the extent specified in thefollowing paragraphs of this definition): (a) the whole of the sprinkler system within the Building (including sprinklerheads); (b) the whole of the fire detection and fire alarm systems; (c) the whole of the permanent firefighting systems (but excluding portablefire extinguishers installed by the Tenant or other tenants of theBuilding); (d) the whole of the chilled water system; (e) the whole of the perimeter heating system and underfloor heatingsystem at the base of any atria (if any); (f) the whole of the building management system installed by the Landlord; (g) the central electrical supply system from the mains supply to theBuilding so far as (and including) the electrical riser busbars connectingto the distribution boards at each level in the Building which is let orintended to be let by the Landlord; (h) the air handling system limited at each level which is let or intended tobe let by the Landlord to the air handling units at each such level andthe electricity supply and control systems for the same and the air ductsleading from such air handling units in each case up to the point wheresuch ducts enter the office accommodation 11/46486557_55UKMATTERS:45919740.1 Landlord's Surveyormeans the surveyor for the time being of the Landlord being a MRICS or FRICSmember (or equivalent from time to time) of the Royal Institution of CharteredSurveyorsLevelmeans the floors of the building so identified on the PlansNormal Business Hoursmeans 7 am to 7 pm Monday to Fridays (including Bank Holidays) or such longerhours as the Landlord may in its reasonable discretion determine from time to timeand notify in writing with reasonable advance notice to the Tenantnoticemeans notice in writingManaged Spectrummeans any licensed or unlicensed radio spectrum which can be utilised for thepurposes of providing Wireless Data Services or analogous servicesNet Internal Areameans the net internal area of the Premises calculated in accordance with theRICS Code of Measuring Practice, 6th edition (2007)Occupier Fit Out Guidemeans the tenant guide headed "1 Finsbury Avenue – Office Occupier's Fit-outGuide – Broadgate Estates Limited" attached at Appendix C together with suchreasonable amendments or updates as may be made from time to time by theLandlordOptionmeans an option to tax the Building by the Landlord pursuant to Schedule 10VATAOutside Normal Business Hours Chargemeans (where such Services are provided for the benefit of the Tenant alone) thewhole of the cost of carrying out or providing any of the Services at the request ofthe Tenant outside Normal Business Hours (including (without prejudice to thegenerality of the foregoing) costs and expenses in the nature of those set out inPart III of the Sixth Schedule) or in the event of any of the Services being carriedout or provided outside Normal Business Hours to the Tenant and any other tenantor tenants of the Building a fair and reasonable proportion thereof as determinedby the Landlord (acting reasonably)Particularsmeans the particulars set out at the beginning of this Lease and so titledPlanmeans the plans annexed hereto and numbered accordinglyPlanning Actsmeans the Act or Acts for the time being in force relating to town and countryplanningPrescribed Ratemeans either the base rate of National Westminster Bank PLC or if no such baserate can be ascertained then the rate at the relevant time which such Bank shallutilise for equivalent purposes or if such alternative rate cannot be ascertainedthen such other rate as the Landlord shall reasonably select as being equivalentthereto 11/46486557_56UKMATTERS:45919740.1 Presidentmeans the President for the time being of the Royal Institution of CharteredSurveyors or his duly appointed deputyPrincipal Rentmeans the rent first reserved in clause 2Prohibited Usesmeans any of the following uses:(a) turf accountant or betting office;(b) staff or employment agency;(c) amusement arcade;(d) sex shop;(e) sauna or massage parlour (professional physiotherapy or sportsmassage therapy uses will be permitted);(f) pet shop;(g) launderette or dry cleaners (save where premises to be let are let for thepurpose of collection for dry cleaning off the premises);(h) any Government Agency or Department at which the general public arepermitted to call without appointment;(i) night club; or(j) traditional high street charity shopReinstatement Certificatemeans the certificate properly issued by or on behalf of the Landlord certifying thatthe works to be undertaken by the Landlord in accordance with clause 4.4 havebeen practically completedRenewal Leasemeans the lease of the Premises to be granted pursuant and on the terms set outin clause 9Rentsmeans all the rents reserved in clause 2Retail Unitsmeans those lettable parts of the ground and basement floors of the BuildingRoof Terracemeans the roof terrace at Level 8 on the eastern side of the Building showncoloured pink and marked "East Terrace" on Plan 4Schememeans the mandatory UK cap and trade scheme known as the Carbon ReductionCommitment Energy Efficiency Scheme or the CRC Energy Efficiency Schemeas implemented under the Climate Change Act 2008 and the CRC EnergyEfficiency Scheme Order 2010 the CRC Energy Efficiency Scheme Order 2013(and any modification, amendment, re-enactment or replacement from time totime) and any other similar scheme amending or replacing it (and any other tradingscheme relating to greenhouse gas emissions introduced pursuant to Section 44of the Climate Change Act 2008) 11/46486557_57UKMATTERS:45919740.1 Scheme Yearmeans 1 April to 31 March in each year or such other annual period designatedunder the SchemeService Conduits and Appliancesmeans gas, water, drainage, electricity, telephone, telex, signal andtelecommunications, heating, cooling, ventilation and other pipes, drains, sewers,mains, cables, wires, supply lines and ducts and other channels through which thesame pass and all ancillary appliances apparatus and servicesServicesmeans the Building Services and the Estate ServicesSpecificationmeans the specification relating to the Premises and office common partsannexed hereto at Appendix DSpectrum Management Policymeans any policy issued by the Landlord from time to time for effectivelymanaging the utilisation of the Managed Spectrum in relation to the Buildingprovided that any such policy is not materially adverse to the operation of theTenant's business from the PremisesStandby Generatorsmeans the standby generators and associated switch gear cabling and controls inthe Building for the use of the Premises in case of emergencyTenantincludes where the context admits the successors in title and permitted assigns ofthe TenantTermination of the Tenancymeans the determination of this Lease whether by effluxion of time, re‑entry,notice, surrender (whether by operation of law or otherwise) or by any other meanswhatsoeverunderleaseincludes an agreement for underlease other than one which is conditional onobtaining the Landlord's consentUninsured Riskmeans a risk which would be an Insured Risk but for the fact that insurance is notavailable (or is available but only at rates which are not commercially acceptableand which the Landlord is not prepared to accept) in the London insurance marketat the date of destruction or damage save to the extent that such Insured Risk isnot fully insured or is subject to limitation, excess or exclusion due to any breach,non-observance or non-performance of any of the Tenant's covenants contained inthis LeaseVATmeans value added tax as defined in VATA and any future tax of a like natureVATA means the Value Added Tax Act 1994 as amended from time to time or anyre‑enactment thereofVAT Groupmeans two or more bodies corporate registered as a group for the purposes ofSection 43 of VATAVAT Regulationsmeans the Value Added Tax Regulations 1995 (SI 1995/2518) as amended fromtime to time or any re‑enactment thereof) 11/46486557_58UKMATTERS:45919740.1 Western Roof Terracemeans the roof terrace at Level 8 on the western side of the Building showncoloured green and marked "West Terrace (Dedicated)" on Plan 5Wireless Data Servicesmeans the provision of wireless data, voice or video connectivity or wirelessservices either permitting or offering access to the internet or any wirelessnetwork mobile network or which involves a wireless or mobile device.1.2Where the context requires: (a)words importing the singular include the plural and vice versa; (b)words importing the masculine include the feminine and neuter; (c)where a party consists of more than one person, covenants and obligations of that party shall take effect as joint andseveral covenants and obligations.1.3Except where the context otherwise requires references to any Act include references to any statutory modification or re-enactmentthereof for the time being in force and any order, instrument, regulation or bye-law made or issued thereunder.1.4The clause headings shall not in any way affect the construction of this Lease.1.5References to a clause or Schedule shall mean a clause or Schedule of this Lease.1.6The powers, rights, matters and discretions reserved to or exercisable by the Landlord hereunder shall also be reserved to orexercisable by their (or any superior landlord's) properly authorised servants, managers, agents, appointees or workmen (the identityof which have been notified to the Tenant in advance where exercise of such rights or reservations requires access to the Premises)but in all cases subject to the same obligations as the Landlord under this Lease.1.7Wherever in this Lease the consent or approval of the Landlord is required the relevant provision shall be construed as also requiringthe consent or approval of any superior landlord where the same shall be required pursuant to the Head Lease which the Landlordshall use all reasonable endeavours to obtain as expeditiously as possible and the Tenant shall bear the cost of obtaining suchconsents together with all surveyors’ professional or other fees and disbursements in connection therewith unless such consent isunreasonably withheld or delayed in circumstances where it is unlawful to do so.1.8Any covenant on the part of either party not to do any act or thing includes a covenant not to suffer or permit the doing of that act orthing.1.9If any provision of this Lease or its application to any person or circumstance or for any period is held to be invalid or unenforceableby any judicial or other competent authority, all other provisions of this Lease and the application of that provision to other persons orcircumstances or for other periods shall remain in full force and effect and shall not in any way be impaired. If any provision of thisLease is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, or the periodof the obligation reduced in time, or the range of activities or area covered reduced in scope, the provision in question will apply withthe minimum modifications necessary to make it valid and enforceable.2DEMISE HABENDUM AND REDDENDUMThe Landlord demises with full title guarantee the Premises to the Tenant TOGETHER WITH the rights set out in Part I of the SecondSchedule but EXCEPTING AND RESERVING to the Landlord and all others authorised by the Landlord the rights set out in Part II ofthe Second Schedule TO HOLD the same for the Contractual Term (determinable as herein provided) SUBJECT to (and so far asapplicable with the benefit of) the exceptions and reservations, rights, covenants, conditions, agreements or other matters containedor referred to in the Head Lease and the deeds and documents referred to in the Fourth Schedule so far as the same relate to oraffect the Premises reserving as rent: 11/46486557_59UKMATTERS:45919740.1 FIRST: (a)in respect of the period from the Term Commencement Date to and including the day before the Rent CommencementDate a rent of one peppercorn on demand; (b)in respect of the period from and including the Rent Commencement Date until and including3 March 2024 the yearly rentof one million nine hundred and forty seven thousand four hundred and ninety eight Pounds and fifty pence(£1,947,498.50); (c)thereafter the yearly rent determined in accordance with the provisions of the Third Schedule,such rent to be paid by four equal quarterly payments in advance on the usual quarter days the first payment to be made on the RentCommencement Date in respect of the period commencing on the Rent Commencement Date and expiring on but including the dayimmediately preceding the next following quarter day; andSECONDLY a yearly rent equal to a fair and reasonable proportion to be determined by the Landlord (acting reasonably) of the sum orsums paid by the Landlord in performance of the Landlord's covenant for insurance in clause 4.2 (and including the costs properlyincurred by the Landlord in connection with the revaluations of the Building for insurance purposes not more than once in every threeyears and annual desk top updatings of such valuations) such yearly rent to be paid within 21 days of written demand; andTHIRDLY a yearly rent equal to whichever shall be the greater of the Service Charge or the Interim Sum (each as defined in the FifthSchedule such yearly rent to be paid at the times and in the manner provided in the Fifth Schedule and the first instalment of theInterim Sum shall become due on the date hereof and shall relate to the period commencing on the Term Commencement Date andending on and including 23 June 2019; andFOURTHLY by way of additional rent to be paid within 21 days of receipt of written demand an amount equal to interest calculated ona daily basis at an annual rate equivalent to two percentage points above the Prescribed Rate on any instalment (or part thereof) ofthe Rents or any other sum of money of whatsoever nature due from the Tenant to the Landlord under the provisions of this Lease notreceived by the Landlord on the due date for payment and all such interest to be in addition and without prejudice to the right of re-entry or to any other remedy herein contained or by-law vested in the Landlord; andFIFTHLY by way of additional rent any VAT payable pursuant to clauses 3.86 to 3.90.3TENANT'S COVENANTSThe Tenant covenants with the Landlord:Rent3.1To pay the Rents at the times and in manner aforesaid without any deduction or set-off (whether legal or equitable) save as may berequired by-law.Outgoings3.2To pay or reimburse the Landlord for (or in the absence of direct assessment on the Premises to pay to the Landlord or reimburse theLandlord against a fair and reasonable proportion to be determined by the Landlord's Surveyor acting properly and reasonably of) allexisting and future rates, duties, taxes, assessments, impositions, charges and other outgoings whatsoever (whether parliamentary,parochial, local or of any other description and whether or not of a capital or non- 11/46486557_510UKMATTERS:45919740.1 recurring nature or of a wholly novel character) which are now or at any time during the Term charged, levied, assessed, imposedupon, payable in respect of or attributable to the Premises or in respect of any part thereof or upon or by any owner, landlord, tenantor occupier of them or any Group Company of an owner, landlord, tenant or occupier thereof other than: (a)any tax payable or assessed as a result of any dealing with (including any actual or deemed disposal of) any reversionimmediately or mediately expectant on this Lease; or (b)any tax payable or assessed in respect of the Rents or other payments reserved or payable hereunder (save for VAT); or (c)any future property ownership tax payable or assessment in respect of any reversionary interest in the Premises (exceptto the extent specifically herein provided to be paid by the Tenant); or (d)any tax payable or assessed on the Landlord in respect of or arising out of or relating to the grant of this Lease.3.3Not to agree any valuation of the Premises for rating purposes or agree any alteration in the rating list in respect thereof withoutnotifying the Landlord of the Tenant's intention to do so and giving the Landlord a reasonable opportunity to make reasonablerepresentations and having regard to such reasonable representations in relation to such valuation.3.4Upon making any proposal to alter the rating list so far as the list relates to the Premises or lodging an appeal in respect thereof tosupply to the Landlord promptly copies of all relevant correspondence and documentation.3.5Without prejudice to clause 3.3 within 14 days of receipt to provide the Landlord with a copy of any notice of an alteration or proposedalteration in the rating list that will or may affect the Premises.Water, gas and electricity charges and equipment/Outside Normal Business Hours Charges/Electricity Cost3.6To the extent that the same are not included in the Service Charge (as defined in the Fifth Schedule), the Outside Normal BusinessHours Charges or the Electricity Cost to pay to the suppliers thereof all charges for water and electricity (including meter rents)consumed in the Premises (or in the absence of direct assessment on the Premises to pay the Landlord a fair and reasonableproportion thereof to be determined by the Landlord's Surveyor acting reasonably).3.7To comply with the requirements and regulations of the respective supply authorities with regard to the water and electricalinstallations and equipment in the Premises.3.8To pay the Outside Normal Business Hours Charges monthly in arrears within 21 days of receipt of written demand.3.9To pay the Electricity Cost either annually or by no more than four instalments on the usual quarter days) subject to receipt of awritten demand in respect of the Electricity Cost at least 14 days prior to the relevant payment day.Repair 11/46486557_511UKMATTERS:45919740.1 3.10At all times to keep the Premises in good and substantial repair and condition and maintained cleansed and amended in everyrespect (fair wear and tear excepted) and as often as may be necessary to reinstate, renew (for the purposes of repair) or replace (forthe purposes of repair) the Premises and each and every part thereof (damage by any of the Insured Risks and the Uninsured Riskexcepted save in the case of an Insured Risk to the extent that the policy or policies of insurance shall have been vitiated or paymentof any of the policy monies withheld or refused in whole or in part by reason of any act, neglect or default of the Tenant or any sub-tenant or their respective servants, agents, licensees or invitees).3.11In the event that the Building and/or the Premises shall be destroyed or damaged and this Lease shall not have been determinedunder clause 5.5 the Tenant shall, if so reasonably required by the Landlord, join with the Landlord (at the Landlord's cost) in makingapplication for planning or other permission necessary for rebuilding or reinstating the Premises including (without limitation) enteringinto any agreement necessary to obtain the same (but without taking on any liability on any such planning or other permission savefor a consent to the creation of the planning agreement) and in pursuing any claim against the insurers of the Building and/or thePremises provided that the Landlord reimburses the Tenant in respect of any liabilities or costs reasonably and properly incurred inrelation to any such claim.Decoration and maintenance3.12As often as may be reasonably necessary to clean the internal surfaces of the windows and other glazing in or forming part of thePremises including the internal surfaces of any glazing between the Premises and any atria.Yield up3.13Subject to clause 3.15, at the Termination of the Tenancy quietly to yield up unto the Landlord in a clean and tidy and broom sweptcondition (the Tenant having no other dilapidations liability save to the extent that the condition of the Premises are in a worsecondition than the condition they are required to in pursuant to clause 3.10 above, having removed the Tenant's furniture and effectsand, if any alterations have been made which shall have resulted in the Net Internal Area of the Premises being reduced below thatspecified in the Specification by the Tenant or any person deriving title under the Tenant whether before or after the date hereof, toremove or reinstate such alterations only to the extent necessary so that the Net Internal Area is no less than the Net Internal Areaexisting at the date of grant of this Lease and in such respect of such removal to restore those parts of the Premises so affected tosuch state and condition described in the section of the Specification entitled "Category A Specification" (or in the case of such otherparts of the Building to their former state and condition) the Tenant making good any damage caused to the Premises or such otherparts of the Building to the reasonable satisfaction of the Landlord and to the satisfaction of the relevant supply authorities.3.14Upon removal of any tenant's fixtures or fittings (if required by the Tenant at its discretion) then in respect of such fixtures and fittingsas are connected to or take supplies from any of the Service Conduits and Appliances to remove and seal off such Service Conduitsand Appliances as the Landlord shall reasonably require, such removal and sealing off to be carried out so as not to interfere with thecontinued function of the remainder of the Service Conduits and Appliances.3.15If the Termination of the Tenancy occurs other than by way of effluxion of time (e.g. by virtue of the exercise of rights of re-entry bythe Landlord, a surrender of this Lease or as the result of the exercise of the determination rights granted to the Tenant pursuant toclause 8) then the Tenant shall be obliged to yield up the Premises in good and substantial repair and condition, clean and decoratedin a good and workmanlike manner and in a colour scheme and with materials reasonably approved by the Landlord, such decorationhaving been carried out no longer than a year prior to such termination. 11/46486557_512UKMATTERS:45919740.1 3.16If the Termination of the Tenancy occurs as the result of the exercise of the determination rights granted to the Tenant pursuant toclause 8, whilst clause 3.13 will apply at the date of determination the Landlord shall be entitled to recover from the Tenantdilapidations subsequent to the determination of the Lease pursuant to exercise of clause 8 on the basis that the Tenant had arepairing obligation at the termination of the Lease in the Lease in the terms of clause 3.15 above.Landlord's rights of entry3.17To permit the Landlord, its agents and all persons authorised by the Landlord at all reasonable times on not less than 24 hours' priornotice (except in the case of emergency) to enter and remain upon the Premises for the purposes of the exercise of all or any of therights set out in paragraph 2 of Part II of the Second Schedule subject to the conditions set out in such paragraph.Compliance with notices to remedy3.18To commence as soon as reasonably practicable in the circumstances and thereafter diligently to proceed with any works to thePremises which are necessary to comply with any notice properly given by the Landlord requiring the Tenant to remedy any breach ofthe Tenant's covenants relating to the state and condition of the Premises found upon any such inspection but the Landlord agreesthat it will not be entitled to serve any such notice during the last five years of the Contractual Term.3.19If the Tenant shall not within a reasonable period have commenced and be diligently proceeding to comply with any such notice topermit the Landlord and any authorised person to enter the Premises on not less than 24 hours' prior written notice to remedy anysuch breach and at times so far as possible reasonably convenient to the Tenant.3.20To pay to the Landlord within 21 days of receipt of written demand the reasonable and proper costs and expenses properly andreasonably incurred by the Landlord under the provisions of clause 3.17 which sums shall be recoverable as rent in arrears.Improvements and alterations3.21Subject to the provisions of clauses 3.22 to 3.35 the Tenant shall not erect or permit or suffer to be erected any other building,structure, pipe, wire mast or post upon the Premises nor to make or permit or suffer to be made any alteration therein or additionthereto nor to commit or permit or suffer any destruction in or upon the Premises nor to cut, injure or remove or suffer to be cut,injured or removed any of the roof, walls (whether outside or inside), floor, joists, timbers, wires, pipes, drains, appurtenances orfixtures thereof.3.22Not to make any structural alterations or additions to the Premises save that the Tenant may make minor structural alterations whichwhen taken alone or in the aggregate would not adversely affect the structural stability of the Building or affect the externalappearance of the Building or materially adversely affect the Landlord's Services Equipment with the prior consent of the Landlord(such consent not to be unreasonably withheld or delayed) and carried out in accordance with drawings and (if appropriate)specifications previously submitted to and approved by the Landlord (such approval not to be unreasonably withheld or delayed).3.23Not to make any alterations, additions or adjustments to the Premises or the Landlord's Services Equipment within the Premises orany other plant, machinery or equipment within the Premises that would whether alone or in aggregate: (a)have a materially adverse effect on the operation or efficiency of the Landlord's Services Equipment whether within thePremises or in any other part of the Building; (b)result in any increase in the level of services to be provided to the Premises by the Landlord's Services Equipment inexcess of the Design Standards; or 11/46486557_513UKMATTERS:45919740.1 (c)adversely affect the Energy Performance Certificate of the Premises or the Building (were such Energy PerformanceCertificate to be re-assessed following completion of the proposed alterations, additions or adjustments). 3.24Not to make any other alterations, additions or adjustments to the Landlord's Services Equipment within the Premises without theprior consent of the Landlord (which consent shall not be unreasonably withheld or delayed) or otherwise than in accordance in allrespects with drawings and specifications previously submitted to and approved by the Landlord (such approval not to beunreasonably withheld or delayed).3.25Not to make any alterations or additions to the electrical wiring and installations within the Premises that would result in a loading onsuch wiring or installations beyond that which they are designed to bear but for the avoidance of doubt save as mentioned in thisclause 3.25 the Tenant will not require the consent of the Landlord to the carrying out of any such works.3.26Not to make any other alterations or additions to the electrical wiring and installations within the Premises to the extent that the sameare comprised within the Landlord's Services Equipment or Service Conduits and Appliances otherwise than in accordance withconditions laid down by the Institution of Electrical Engineers and/or other regulations of the relevant statutory undertaker.3.27Not to install or maintain within the Premises any equipment or systems providing Wireless Data Services in such a manner as shallhave a material adverse effect on other tenants' equipment or systems within the Building or the Landlord's Services Equipment itbeing agreed that the installation of any equipment or systems providing Wireless Data Services which are not likely to have anysuch a material adverse effect shall not require the consent of the Landlord.3.28To take all reasonably necessary steps to alter (and if alteration is not possible to remove) any such equipment or systems providingWireless Data Services as soon as reasonably possible following notice from the Landlord requiring the Tenant to do so if suchequipment or systems can be shown by the Landlord to have a material adverse effect on other tenants' equipment or systems withinthe Building or the Landlord's Services Equipment. 3.29Non-structural alterations including the erection and alteration of any partitions, light switches, floor boxes, lights, air conditioninggrilles and associated cabling, ductwork and fixings within the Premises are permitted without the consent of the Landlord providedthat they are made: (a)in such a manner as not to affect in an adverse manner (save temporarily until they have been rebalanced) the operationor efficiency of the Landlord's Services Equipment or to impact on the Building's health and safety systems and providedfurther that the Tenant shall remove any such works that can be reasonably shown by the Landlord to affect in anadverse manner the operation or efficiency of the Landlord's Services Equipment or to impact on the Building's healthand safety systems as soon as reasonably possible upon notice from the Landlord requiring it to do so (the Landlordacknowledging that in respect of the Tenant's Works being carried out pursuant to the Agreement for Lease it shall haveno right to require that the Tenant's Works are removed or altered pursuant to clauses 3.29 to 3.30); and (b)in such a manner (provided the Landlord has to the Tenant given full details (where details have not already beenprovided prior to the date of this Lease) of the relevant trade contract and/or relevant appointment of the member of theprofessional team) as not to affect adversely the Landlord's ability to pursue a trade contractor or member of theprofessional team in respect of a breach of contract appointment or warranty in connection with the carrying out of theworks to construct the Building; and (c)in accordance with the Occupier Fit Out Guide. 11/46486557_514UKMATTERS:45919740.1 3.30Not to cause any dedicated access points to any Service Conduits or Appliances which now are under or in or pass through thePremises to be or become materially more difficult to access than is the same now.3.31Not to puncture or pierce the internal finishes of the curtain wall surrounding the Premises or any mullions or other parts of the exteriorof the Premises and not to affix anything to any of the same save that the Tenant may attach internal partitioning to mullions andmake minor bore holes in the structure of the Building without the consent of the Landlord in order to fix and accommodate the otheralterations permitted without consent by clauses 3.21 to 3.30,PROVIDED ALWAYS that: (a)any consent of the Landlord required under the provisions of clauses 3.21 to 3.31 may only be given by way of deed; (b)any such deed shall contain covenants by the Tenant with the Landlord in regard to the execution of the works to thePremises and other conditions and restrictions in such form as the Landlord may reasonably require; (c)where the works affect the Landlord's Services Equipment, the Service Conduits and Appliances or the structuralstability of the Building the Landlord shall be entitled to require to approve the identity of the contractors, builders or otherprofessionals or persons appointed in respect of the works for which consent is given (which approval will not beunreasonably withheld or delayed) and may if reasonable depending on the nature of the works require the Tenant toprocure appropriate collateral warranties or third party rights in the Landlord's favour from the Tenant's relevantcontractors and professionals in a form reasonably required by the Landlord; and (d)the Tenant shall pay the reasonable and proper legal and surveyors' costs and expenses reasonably and properlyincurred by the Landlord in relation to the granting of any such consent.3.32To provide the Landlord with plans and (if appropriate) specifications within 30 days of the practical completion of any relevant worksshowing any alterations for which consent is not required under the preceding provisions of clauses 3.21 to 3.29.3.33In the event that the Tenant shall carry out works to the Premises in breach of the provisions of clauses 3.18 to 3.29 the Landlordmay give to the Tenant notice of any such breach and if the Tenant shall not have remedied such breach within 21 days of the givingof any such notice (or earlier in case of emergency) the Landlord will be entitled having given not less than five days’ notice (or earlierin case of emergency) to enter the Premises and remove such works or any part thereof and reinstate the Premises provided alwaysthat the proper costs thereby incurred including interest calculated at four per cent above the Prescribed Rate shall be paid by theTenant within seven days of demand and shall be recoverable by the Landlord as rent in arrears.Connectivity and Spectrum Management3.34Subject to obtaining the Landlord's prior written consent (such consent not to be unreasonably withheld or delayed) and in compliancewith the Spectrum Management Policy, the Tenant may install, maintain or permit to be installed or maintained within the Premisesany equipment or systems which permit any visitor to, or customer of, the Tenant access to Wireless Data Services within thePremises.3.35Subject to obtaining the Landlord's prior written consent (such consent not to be unreasonably withheld or delayed) and in compliancewith the Spectrum Management Policy, the Tenant may install, maintain or permit to be installed or maintained within the Premisesany mobile or wireless telephony system, network base station, wireless access point, gateway or any analogous wireless or mobiletransmitter providing Wireless Data Services in the Managed Spectrum. 11/46486557_515UKMATTERS:45919740.1 3.36The Landlord and Tenant hereby acknowledge that, taking account of their respective, rights, duties and obligations in this Lease andthe Landlord's overriding obligation to ensure that the tenants of individual demises within the Building have the quiet enjoyment oftheir respective demises, the provisions of clauses 3.34 and 3.35 together with the application of the Spectrum Management Policyrepresent a fair and reasonable arrangement, in relation to the Premises and are: (a)reasonably necessary in order to ensure the efficient and effective use of the radio spectrum in accordance withregulatory objectives and best practice relating to the management of such radio spectrum in the United Kingdom; and (b)reasonably necessary in order to ensure compliance with applicable statutory and non-statutory health and safety rules,regulations and best practice in relation to exposure to electromagnetic radio waves promulgated by the InternationalCommittee on Non-Ionizing Radiation Protection and the National Radiological Protection Board, the European Counciland The Health & Safety Executive.3.37The Landlord and Tenant hereby acknowledge that during the Contractual Term there are likely to be technological innovations andlegislative changes which will require the parties to co-operate and agree variations to the provisions of clauses 3.34 to 3.37 inclusivein order to achieve the intent and effect of such provisions and the Landlord and Tenant hereby agree to co-operate fully in order toagree promptly and implement promptly any such variations but with the intention of allowing the Tenant to retain Wireless DataServices which are consistent with its business objectives and policies at the relevant time.Notices of a competent authority3.38Within 14 days (or sooner if requisite) of the receipt by the Tenant of any notice, order, requisition, direction or plan given, made orissued to or by a competent authority relating to the Premises or the Building or involving any liability or alleged liability on the part ofthe Landlord or any superior landlord to supply a copy thereof to the Landlord and at the request and cost of the Landlord to make orjoin in making such objections or representations against the same or in respect thereof as the Landlord may reasonably requireunless the Tenant reasonably considers that to support any objection as represented is against the bona fide business interests ofthe Tenant.To comply with enactments3.39At all times to observe and comply with the provisions and requirements of any and every Act so far as they relate to the Premises orthe user thereof and without derogating from the generality of the foregoing to execute all works and provide and maintain allarrangements which by or under any enactment or by any government department local authority or other public authority or dulyauthorised officer or Court of competent jurisdiction acting under or in pursuance of any enactment are or may be directed or requiredto be executed, provided or maintained upon or in respect of the Premises in respect of any such user thereof and to reimburse theLandlord at all times against all proper fees, costs, charges and expenses of or incidental to the execution of any works or theprovision or maintenance of any arrangements so directed or required as aforesaid.3.40Not knowingly at any time to do or omit to be done in on or about the Building and/or the Premises any act or thing by reason of whichthe Landlord may under any Act incur or have imposed upon it or become liable to pay any penalty, damage, compensation, fees,costs, charges or expenses.3.41To notify the Landlord in writing as soon as reasonably practicable after the Tenant becomes aware of any physical defect in theBuilding and/or the Premises.3.42Upon the Tenant becoming aware of the happening of any occurrence or receipt of any notice order direction or other thing from acompetent authority affecting the Building and/or the Premises whether the same shall be served directly upon the Tenant or theoriginal or a copy thereof be received from any underlessee or other person whatsoever to as soon as reasonably practicable deliver acopy thereof to the Landlord and at the cost of the Landlord to make or join in making such objection or representations against or inrespect thereof as the Landlord may reasonably require unless the Tenant reasonably considers that to support any objection orrepresentation is against the bona fide business interests of the Tenant. 11/46486557_516UKMATTERS:45919740.1 3.43At the Landlord's request and cost provide the Landlord with a copy of any fire risk assessment carried out by or on behalf of theTenant and details of all measures taken by or on behalf of the Tenant to comply with the Fire Safety Order (including the names ofall competent persons appointed by the Tenant pursuant to Article 18) and any other information properly requested by the Landlord toassist the Landlord in complying with its own obligations under the Fire Safety Order in relation to the Premises.To comply with town planning legislation etc3.44To comply with the provisions and requirements of the Planning Acts and of all planning permissions so far as the same respectivelyrelate to the Premises or any part thereof or any operations works acts or things already or hereafter to be carried out executed doneor omitted thereon or the use thereof for any purpose.3.45Not to make any application for planning permission in respect of the Premises without the previous written consent of the Landlord,which shall not be unreasonably withheld or delayed.3.46Subject only to any statutory direction to the contrary to pay and satisfy any charge or levy that may hereafter be imposed under thePlanning Acts in respect of the carrying out or maintenance to the Premises by the Tenant, any Group Company of the Tenant, anysubtenant or their respective agents, servants, licensees or invitees of any operations which may constitute development or theinstitution of any such operations or the institution or continuance of any use which may constitute development.3.47Notwithstanding any consent which may be granted by the Landlord under this Lease not to carry out any development in or to thePremises (whether by alteration or addition or change of use thereto) before all necessary notices under the Planning Acts in respectthereof have been served and all such necessary planning permissions have been produced to the Landlord and in the case of aplanning permission acknowledged by it in writing as satisfactory to it (such acknowledgement of satisfaction by the Landlord not tobe unreasonably withheld or delayed) but so that the Landlord may refuse so to express its satisfaction with any such planningpermission on the ground that any condition contained therein or anything omitted therefrom or the period thereof would in thereasonable opinion of the Landlord's Surveyor be or be likely to be materially prejudicial to its interest in the Building or any adjoiningproperty whether during the subsistence of this Lease or following the determination or expiration thereof.3.48Unless the Landlord shall otherwise direct, to carry out and complete before the Termination of the Tenancy: (a)any works stipulated to be carried out to the Premises by a date subsequent to such expiration or sooner determinationas a condition of any planning permission granted to the Tenant for any development begun before such expiration orsooner determination; and (b)any works begun by the Tenant, any Group Company of the Tenant or any subtenant or their respective agents,servants, licensees or invitees upon the Premises,PROVIDED ALWAYS that the Tenant shall have the option of removing such works and reinstating the Premises to such conditionas they were in before the relevant works were commenced.3.49If and when called upon so to do to produce to the Landlord or the Landlord's Surveyor all such plans documents and other evidenceas the Landlord may reasonably require in order to satisfy itself that the provisions of this covenant have been complied with in allrespects.User permitted 11/46486557_517UKMATTERS:45919740.1 3.50To use and occupy the Premises only as high class offices and for ancillary purposes within paragraph (a) of Class B1 of the Townand Country Planning (Use Classes) Order 1987 (here meaning the 1987 Order and not any subsequent modification or re-enactmentthereof notwithstanding the provisions of clause 1.3) but for the avoidance of doubt the Landlord agrees that the following ancillaryuses are permitted in connection with the use of the Premises by the Tenant for so long as they remain ancillary in nature only: (a)kitchen and dining facilities; and (b)auditorium for meetings.User prohibited3.51Not to store or bring upon the Premises any materials or liquid of a specially combustible, inflammable, dangerous or offensive nature(other than those properly required in connection with the use of the Premises and then only in appropriate containers).3.52Not to do on the Premises or any part thereof or on the Roof Terrace or Fifth Floor Terraces any act or thing whatsoever which maybe either (i) a legal nuisance to the Landlord or any other tenant or occupier of the Building or the owners or occupiers of any adjoiningor neighbouring property or (ii) a breach of the Planning Acts.3.53Not to use the Premises or any part thereof for any illegal purpose.3.54Not to bring into or upon the Premises or do anything which puts on the Premises or any part thereof any load or weight in excess ofthat which the Premises or any part thereof are designed or constructed to bear nor knowingly to cause any undue vibration to thePremises or any part thereof by machinery or otherwise.3.55Not to obstruct or permit to be obstructed whether by loading or unloading goods or any other means any part of the Building or to doanything which is a source of danger to persons using the same and to load and unload goods only in accordance with the rightsgranted to the Tenant in Part I of the Second Schedule.3.56Not to hold any sales by auction, exhibitions, public meetings or public entertainments (other than for the benefit of the Tenant's or aGroup Company's members of staff) at the Premises nor to permit any vocal or instrumental music to be performed therein which canbe heard from outside the Premises provided that this sub-clause shall not prevent the Tenant or any permitted undertenant oroccupier of the Premises from holding meetings of clients and their shareholders or members within the Premises.3.57Not to permit any person to reside in the Premises.3.58Not to obstruct, hinder or otherwise interfere with the proper exercise by the Landlord and authorised persons of the rights reserved inPart II of the Second Schedule hereto.3.59To use reasonable endeavours not to cause the drains to be obstructed by oil, grease or other deleterious matter.3.60Not to load or use the lifts in the Building in any manner that will or may cause strain or damage to the lifts in the Building beyondtheir design capabilities.3.61Not to permit any person to smoke anywhere on the Premises.Alienation absolutely prohibited3.62Not to charge or assign part only of the Premises.3.63Not to part with possession or share occupation of or declare any trust in respect of the Premises or any part thereof other than byway of: (a)an assignment permitted under clause 3.65; or (b)an underlease permitted under clauses 3.68 to 3.72, 11/46486557_518UKMATTERS:45919740.1 PROVIDED THAT occupation of the Premises or any part or parts thereof by a Group Company of the Tenant and/or an AssociatedEntity shall not be in breach of this covenant provided further that: (c)no legal estate or other right of tenancy shall be created; (d)the Tenant shall as soon as reasonably practicable upon being requested in writing to do so by the Landlord give theidentity of such Group Company or Associated Entity, the relationship of the Group Company or Associated Entity to theTenant and the area occupied; and (e)the Tenant shall procure (and hereby covenants to this effect) that any such Group Company and/or Associated Entityshall vacate the Premises forthwith upon whichever is the earlier of the date of expiration or sooner determination of thisLease and the date on which such company or entity ceases to be a Group Company of the Tenant or Associated Entity(as the case may be).3.64Not by assignment, underletting or otherwise to permit the occupation of the Premises or any part thereof by or the vesting of anyinterest or estate therein in any person, firm, company or other body or entity which: (a)has the right to claim diplomatic immunity or exemption in relation to the observance and performance of the covenantsand conditions of and contained in this Lease; or (b)is a provider of serviced offices or co-working workspace,PROVIDED ALWAYS that nothing in this clause 3.64 and shall prevent the Tenant from underletting to a sub-tenant where the Tenantagrees to provide managed services of any nature to such sub-lessee.Assignment permitted3.65Not to assign the whole of the Premises without the prior written consent of the Landlord (such consent not to be unreasonablywithheld or delayed). The Landlord and Tenant agree for the purposes of section 19(1A) Landlord and Tenant Act 1927 that theLandlord may impose all or any of the following conditions as a condition of its consent: (a)save in the case of an assignment to a Group Company the Tenant has first given written notice to the Landlordpursuant to the provisions of clause 3.74; (b)the proposed assignee is reasonably acceptable to the Landlord assessed on the basis of the cumulative total of therents that such proposed assignee will be contracting to pay within the Building (in respect of this and any other leases)against usual prudent institutional standards applied in the market place at the date of application for consent; (c)if the Landlord so reasonably requires, on or before completion of the assignment the Tenant enters into a deed ofguarantee in the form attached in the Eighth Schedule (with such amendments as the parties may reasonably agree) withthe Landlord in relation to the proposed assignment (and any guarantor of the Tenant if the Landlord reasonablyconsiders that the guarantee of the Tenant is not sufficient) guarantees in such form as the Landlord reasonably requiresthe Tenant's obligations under such authorised guarantee agreement; (d)the consent pursuant to clause 3.65 shall be by deed containing covenants by the intended assignee directly with theLandlord to pay the rents hereby reserved and to perform and observe the Tenant's covenants herein contained includingthis covenant from the date of the assignment until the first subsequent assignment which is not an excludedassignment (as the expression is defined in the Landlord and Tenant (Covenants) Act 1995); 11/46486557_519UKMATTERS:45919740.1 (e)if the Landlord so reasonably requires on or before completion of the assignment the assignee shall provide a guarantoror guarantors acceptable to the Landlord (acting reasonably) who shall covenant (jointly and severally) with the Landlordin the terms contained in the Seventh Schedule (or in such other terms as the Landlord may reasonably require due tochanges in law).3.66The conditions set out in clause 3.65 shall not operate to limit the Landlord's right to impose any other reasonable conditions on thegrant of such consent or to refuse consent on any other ground or grounds where such refusal would be reasonable.3.67Where an assignment would result in a proposed assignee taking a Level or Levels that are connected to other premises demised tothe Tenant by an internal staircase and that assignee does not also simultaneously take an assignment of the relevant lease(s)relating to all such Levels, the Tenant shall remove such staircase(s) and reinstate the Premises so affected by such removal toreflect the condition set out in the section of the Specification marked "Category A Specification" and make good any physicaldamage caused by such reinstatement prior to the completion of the assignment PROVIDED ALWAYS that such reinstatementobligation will not apply if the assignee is a Group Company of the Tenant and the Tenant shall ensure that any transfer to a GroupCompany contains a provision stating that such Group Company shall comply with the reinstatement provisions of this clause 3.67immediately upon such assignee and the Tenant ceasing to be Group Companies.Underletting permitted3.68Not to underlet the whole of the Premises without the prior written consent of the Landlord (which consent shall not be unreasonablywithheld or delayed) which may only be given by way of deed provided that: (a)the rent to be reserved by the underlease shall be the rent reasonably obtainable in the open market without taking a fineor premium and shall not be commuted or payable more than one quarter in advance; and (b)prior to the entering into of any underlease (or if earlier the parties to that underlease becoming contractually bound toenter into it) the parties to the underlease will enter into a valid agreement under Section 38(a) of the Landlord andTenant Act 1954 to exclude the provisions of Sections 24 to 28 of the Landlord and Tenant Act 1954 in relation to thatunderlease and the Tenant shall provide copies of such valid agreement to the Landlord prior to entering into any suchunderlease.3.69Not to underlet part only of the Premises without the prior written consent of the Landlord which shall not be unreasonably withheld ordelayed provided that: (a)the rent to be reserved by the underlease shall be the rent reasonably obtainable in the open market without taking a fineor premium and shall not be commuted or payable more than one quarter in advance; and (b)prior to the entering into of any underlease (or if earlier the parties to that underlease becoming contractually bound toenter into it) the parties to the underlease will enter into a valid agreement under Section 38(a) of the Landlord andTenant Act 1954 to exclude the provisions of Sections 24 to 28 of the Landlord and Tenant Act 1954 in relation to thatunderlease and the Tenant shall provide copies of such valid agreement to the Landlord prior to entering into any suchunderlease; and (c)at no time shall the number of occupiers of any floor of the Premises exceed four, any occupation by the Tenant beingtaking into account for this purpose (and any occupation by a Group Company of the Tenant ranking as occupation bythe Tenant for this purpose); and 11/46486557_520UKMATTERS:45919740.1 (d)the Tenant shall have regard (inter alia) to the position of the cores in the Building and means of escape from theunderlet premises and ensure such demise is capable of separate and independent occupation.3.70To incorporate or procure the incorporation in every permitted mediate or immediate underlease of the Premises or any part thereof: (a)such provisions as are necessary to ensure that the rent thereunder is reviewed at the same frequency (but notnecessarily on the same dates provided that where any underlease rent review would fall within six months either side ofthe rent review under this Lease then it is to coincide with the rent reviews provided for in this Lease) and uponsubstantially the same terms as for the review of rent under this Lease provided that if it is common market practice atthe relevant time for the review of rents to be undertaken on an alternative basis the Tenant shall be entitled to underletin accordance with then market practice and provided further that any underlease for a term of five years or less will notbe required to provide for the rent thereunder to be reviewed; and (b)a covenant that the undertenant shall not assign, charge or (in case of an underlease of part of the Premises) underletpart only of the premises thereby demised; and (c)a covenant that the undertenant shall not assign the whole of the premises thereby demised unless on or beforecompletion of the assignment the undertenant if reasonably required enters into an authorised guarantee agreement withthe Tenant in such form as the Landlord reasonably requires in relation to the proposed assignment; and (d)a covenant that the undertenant shall not assign the whole of the premises thereby demised without the consent of boththe Landlord and the Tenant under this Lease which (in the case of the Landlord) shall not be unreasonably withheld ordelayed; and (e)a covenant that the undertenant shall not part with or share possession or occupation of or declare a trust in respect ofthe premises thereby demised save by way of an assignment, underletting or charge pursuant to the provisionshereinbefore referred to (save for parting with or sharing occupation or possession with a Group Company or anAssociated Entity of the undertenant upon like terms to those referred to in the proviso to clause 3.63); and (f)a covenant by the undertenant prohibiting the undertenant from causing or suffering any act or thing upon or in relation tothe premises underlet inconsistent with or in breach of the provisions of this Lease; and (g)a condition for re-entry in the form or substantially in the form referred to in clause 5.1.3.71Upon any permitted underlease to procure that the undertenant shall give a direct covenant by deed in favour of the Landlord toobserve and perform the covenants and conditions on the part of the Tenant contained in this Lease (save as to payment of the rentshereby reserved) insofar as the same relate to the premises underlet and if the Landlord reasonably so requires it to procure that suchguarantor or guarantors for the underlessee as may be reasonably acceptable to the Landlord guarantee such covenants in the termscontained in the Seventh Schedule (or in such other terms as the Landlord may reasonably require).3.72In connection with any underlease the Tenant shall: (a)not consent to or participate in any variation to any such underlease (or any of the terms thereof) without the priorconsent of the Landlord which shall not be unreasonably withheld or delayed; 11/46486557_521UKMATTERS:45919740.1 (b)enforce all the covenants and obligations of the underlessee thereunder and not expressly or knowingly by implicationwaive any breach of the same; (c)duly and efficiently operate and effect all reviews of rent pursuant to the terms of any such underlease and prior toagreeing any such review to give reasonable notice to the Landlord of the proposed level of rent and to have regard to(but without being bound by) any reasonable representations made by the Landlord in relation to such level of rent.3.73Within one month after any reasonable written request by the Landlord (but not more than once in any period of 12 months) to notifythe Landlord in writing; (a)whether the Tenant occupies the Premises wholly or in part; (b)whether the Tenant has granted an underlease of the whole or any part of the Premises and if so to advise the Landlordof the rent reserved by any underlease and the full name and address of any underlessee; and (c)whether there are any other occupiers of the Premises and if so the identity of those occupiers their relationship with theTenant and the principal terms on which they occupy.Charging permittedNot to charge the whole of the Premises (save by way of floating charge to a reputable institution in respect of substantially the wholeof the Tenant's business where consent shall not be required) without the prior written consent of the Landlord, such consent not to beunreasonably withheld or delayed.Intention to market3.74The Tenant shall notify the Landlord in writing of the bona fide terms on which it intends to market the Premises for disposal by wayof assignment. The Tenant shall provide the Landlord with these details as soon as reasonably practicable after they becomeavailable and in any event prior to marketing the Premises and no less than 4 weeks prior to the date on which the Tenant applies forconsent from the Landlord in accordance with clause 3.62.3.75The Tenant shall thereafter keep the Landlord informed of progress and of expressions of interest from potential assignees and shallafford the Landlord a reasonable opportunity to negotiate with the Tenant with regards to a potential surrender of the Lease.Registration3.76Within one month after any assignment, underlease, assignment of underlease, mortgage, charge, transfer, disposition or devolutionof the Premises or any part thereof or any devolution of the estate of the Tenant therein or of this Lease to give notice thereof induplicate to the Landlord's solicitors and to supply them with a certified copy of the instrument or instruments (including any relevantprobate letters of administration or assent) for retention by the Landlord.Not to display advertisements3.77Save as expressly permitted by paragraph 6 of Part I of the Second Schedule not to erect, paint, affix, attach or display any placard,poster, notice, advertisement, name or sign or anything whatever in the nature of an advertisement by display or lights or otherwise inor upon the Premises and/or the Building or any part thereof (including the windows).Insurance3.78Not to knowingly do anything whereby any policy of insurance relating to the Building and/or the Premises may become void orvoidable or whereby the rate of premium thereon may be increased where the Tenant has been notified in writing of the relevant termsof the policy and to take such precautions against fire as may be deemed necessary by the Landlord (acting reasonably) or itsinsurers or required by-law and (in each case) notified to the Tenant. 11/46486557_522UKMATTERS:45919740.1 3.79Not to effect or maintain any insurance in respect of the Building and/or the Premises (except as to the Tenant's fixtures andcontents).3.80To reimburse to the Landlord a fair and reasonable proportion of any sum payable in respect of excess payable on any insurancepolicy relating to the Building.Notice of damage3.81As soon as reasonably practicable following the Tenant becoming aware of any material damage to or destruction of the Premises togive notice thereof to the Landlord stating (if possible) the cause of such destruction or damage.3.82In the event of the whole or any part of the Building being damaged or destroyed by any of the Insured Risks and the insurancemoney under the policy or policies of insurance effected thereon by the Landlord being wholly or partially irrecoverable by reasonsolely or in part of any act neglect or default of the Tenant or any Group Company of the Tenant or any undertenant or their respectiveservants, agents, licensees or invitees then the Tenant will within 21 days of written demand pay to the Landlord the whole or as thecase may be a fair proportion of the amount so irrecoverable.3.83In the event of the whole or any part of the Premises being damaged or destroyed by any of the Insured Risks and the amount of theinsurance monies received in respect of the reinstatement of any additions, alterations or other works carried out to the Premises bythe Tenant or any person claiming title under the Tenant whether before or after the date of this Lease which the Landlord is obliged toinsure pursuant to the provisions of clause 4.2 being less than the reinstatement cost thereof as a result of the Tenant failing to notifythe Landlord of the full reinstatement values thereof pursuant to this Lease then in the event that the Landlord reinstates anyadditions, alterations or other works carried out to the Premises by the Tenant or by any person claiming title under the Tenant to payto the Landlord the amount by which the actual reinstatement cost exceeds the amount of the insurance monies actually receivedsubject to the Landlord demonstrating that the reinstatement cost will exceed the amount of the insurance monies already received. Indemnity3.84To indemnify the Landlord against and to pay within 21 days of written demand all costs and expenses including professional feesincurred by the Landlord in connection with all and every loss and damage whatsoever incurred or sustained by the Landlord as aconsequence of every breach of the covenants by and conditions on the part of the Tenant set out herein or implied PROVIDED thatsuch indemnity shall extend to and cover all costs and expenses properly incurred by the Landlord in connection with any steps whichthe Landlord may reasonably take to remedy any such breach and be without prejudice to any rights or remedies of the Landlord inrespect of any such breach any such sum arising hereunder to be recoverable by action or at the option of the Landlord as rent inarrear PROVIDED FURTHER THAT the Landlord shall in relation to all indemnities given by the Tenant in this Lease: (a)as soon as reasonably practicable give the Tenant written notice and full details of any claim against the Landlord from athird party; (b)consider and pay due account to written representations made by the Tenant relating to any such claim; (c)not settle or compromise any such claim unless the Landlord is required to do so by its insurers; (d)use all reasonable endeavours to mitigate as far as practicable any loss or costs incurred by or caused to it as a resultof such claim. 11/46486557_523UKMATTERS:45919740.1 Landlord's costs3.85By way of further or additional rent to pay within 21 days of written demand all costs, expenses, charges, damages and losses(including but without prejudice to the generality of the foregoing solicitors' costs, counsel's, architects' and surveyors' and otherprofessional fees and commissions payable to a bailiff) properly incurred by the Landlord of or incidental to: (a)the preparation and service of any notice under Sections 146 and 147 of the Law of Property Act 1925 (whether or notany right of re-entry or forfeiture has been waived by the Landlord or a notice served under the said Section 146 or 147 iscomplied with by the Tenant or the Tenant has been relieved under the provisions of the said Act and notwithstandingforfeiture is avoided otherwise than by relief granted by the court); (b)the recovery of any rent in arear or other payments due hereunder; (c)the enforcement of the covenants given by the Tenant in this Lease including the remedying of any breaches; (d)in connection with every application for any consent made under this Lease whether such consent shall be granted or notor the application withdrawn except where such consent shall be unreasonably withheld or delayed by the Landlord orgranted on terms which are unreasonable in either case in circumstances where it is not entitled to do so; (e)any schedule relating to wants of repair to the Premises whether served during or within three months after thetermination of this Lease,provided that in the case of paragraphs (d) and (e) above such costs are to have been reasonably incurred by the Landlord.VAT3.86To pay all VAT on any sums of money chargeable thereto which shall be due from the Tenant under or by virtue of the provisions ofthis Lease upon production of a valid VAT invoice addressed to the Tenant.3.87For the purposes of paragraphs 12 to 17 Schedule 10 to the VATA neither the Tenant nor any person connected with the Tenant is adevelopment financier as defined in paragraph 14 of Schedule 10 to the VATA in relation to the Landlord's development of any part ofthe land and buildings of which the Building forms a part for use other than for eligible purposes with the intention or expectation thatthe Building would become or continue to be exempt land.3.88The Tenant is not intending to use and will not use all or any part of the Building for a relevant charitable purpose (within the meaningof Schedule 8, Group 5 (Note 6) VAT Act 1994).3.89If the covenant in clause 3.88 is breached by the Tenant and in consequence supplies made by the Landlord in relation to all or anypart of the Building after the making of an Option are not taxable supplies the Tenant shall indemnify the Landlord against: (a)any VAT paid or payable by the Landlord which is or may become irrecoverable due to the Landlord's supplies not beingtaxable; (b)any amount in respect of any VAT which the Landlord has to account for or will have to account for to HM Revenue &Customs under the provisions of Part XIV or Part XV of the VAT Regulations; (c)any consequential penalties, interest and/or default surcharge; and (d)any additional liability to corporation tax on any payment made to the Landlord under this clause. 11/46486557_524UKMATTERS:45919740.1 3.90For the avoidance of doubt references in clauses 3.86 to 3.89 to the Landlord or the Tenant shall include references to therepresentative member of the VAT Group of the Landlord or the Tenant as appropriate and references to the Landlord shall includereferences to a "beneficiary" of the Landlord as such term is defined under paragraph 40 Schedule 10 VATA.Regulations affecting the Premises3.91To comply in all respects with the reasonable and proper regulations for the time being made by the Landlord for the use, operation,security and/or maintenance of the amenity and good order of the Building where made in the interests of good estate managementand previously notified in writing to the Tenant PROVIDED ALWAYS THAT if there shall be any inconsistency between the terms ofthis Lease and any of the said regulation then the terms of this Lease shall prevail and PROVIDED FURTHER THAT such reasonableand proper regulations shall not materially adversely affect the Tenant and its permitted undertenants and occupiers of the Premisesand their respective visitors gaining access to and egress from the Building at all times (save in the case of an emergency).Obstructions and encroachments3.92Not to stop up, darken or obstruct any of the windows, lights or ventilators belonging to the Premises and/or the Building (but theTenant may place moveable, non-permanent items used in the course of its business or by its members of staff such as boxes, TVson wheels, files or hat stands by or in front of the windows) nor to knowingly permit any new window, light, ventilator, passage,drainage or other encroachment or easement to be made or acquired into against upon or over the Premises or any part thereof ANDin case any encroachment or easement whatsoever shall be attempted to be made or acquired by any person whomsoever to givenotice thereof to the Landlord within 14 days of the same coming to the knowledge of the Tenant and at the request and cost of theLandlord do all such things as may be proper for preventing any such encroachment or such easement being made or acquired.3.93Nothing in clause 3.92 above shall prevent the Tenant from installing window blinds in any of the external or internal windowssurrounding the Premises as are agreed between the Tenant and the Landlord (each acting reasonably) and in accordance with theOccupier Fit Out Guide and closing and opening such blinds on such occasions and in such a manner as the Tenant shall determine.Covenants and provisions affecting the Landlord's title3.94By way of indemnity only to observe and perform the covenants and provisions (other than any obligation to pay any monies)affecting the title of the Landlord specified in the deeds and documents set out in the Fourth Schedule insofar as they relate to thePremises and are still subsisting.Operation of plant and equipment3.95To operate and use all such plant, machinery and equipment as is installed in the Premises from time to time and connected to theLandlord's Services Equipment in accordance with the manufacturers' recommended method of operation and not to use such plant,machinery and equipment in such manner as to affect in a materially adverse manner the operation of the Landlord's ServicesEquipment.Obligations relating to entry and services 11/46486557_525UKMATTERS:45919740.1 3.96At all times when exercising any right granted to the Tenant for entry to any other part of the Building: (a)to cause (and procure that all those exercising the said rights on its behalf cause) as little damage and interference as isreasonably practicable to the remainder of the Building and the business of the tenants and occupiers thereof carried onthereat and to make good any physical damage caused to such areas to the reasonable satisfaction of the Landlord andthe tenants and occupiers thereof; (b)to comply with the reasonable security requirements of the Landlord and the tenants and occupiers of the remainder ofthe Building and where requisite the Tenant or such other person exercising the said rights shall only exercise suchrights while accompanied by a representative of the Landlord or the tenant or occupier of the relevant part of theremainder of the Building.Surety3.97In the event that any person firm or body corporate which has or shall have guaranteed the Tenant’s obligations contained in thisLease shall die or an event shall occur in relation to such person a firm or body corporate of the type referred to in clauses 5.1(c) to5.1(f) then without delay to give notice thereof to the Landlord and if so required by the Landlord (acting reasonably and having regardto the financial covenant strength of the Tenant) at the expense of the Tenant within 30 working days thereafter to procure that someother guarantor or guarantors reasonably acceptable to the Landlord execute a guarantee in respect of the Tenant’s obligationscontained in this Lease in the form referred to in the Seventh Schedule (or on such other terms as the Landlord shall reasonablyrequire).Registration3.98To apply for first registration of this Lease at the Land Registry as soon as reasonably practicable after this Lease is granted.3.99To provide to the Landlord as soon as each is available: (a)a note of the title number allocated to this Lease; and (b)an official copy of the registered title to this Lease showing the Tenant as registered proprietor.3.100On determination of this Lease (whether by effluxion of time or otherwise) to apply to the Land Registry for closure of the Tenant'sregistered title to this Lease and for removal of all notices relating to this Lease from the Landlord's title.Energy Performance Certificates3.101Before instructing an energy assessor to prepare any Energy Performance Certificate in respect of the Premises the Tenant shall firstgive notice to the Landlord informing the Landlord of the area to which the proposed Energy Performance Certificate will relate and theidentity of the energy assessor must be reputable and suitably qualified.3.102At the Landlord's request the Tenant shall supply the energy assessor with any drawings specifications data or other information thatthe Landlord (acting reasonably) provides to the Tenant.3.103The Tenant shall provide to the Landlord a copy of any Energy Performance Certificate that the Tenant obtains in respect of thePremises.3.104The Tenant shall within 72 hours of receipt of written request permit any energy assessor instructed by or on behalf of the Landlord toenter on and inspect the Premises (in the company of an employee of the Tenant if required by the Tenant) at reasonable times andthe Tenant shall provide to such energy assessor such information as the Landlord may reasonably request at the cost of theLandlord. 11/46486557_526UKMATTERS:45919740.1 Bicycle Spaces3.105Not to permit any of the bicycle spaces referred to in paragraph 7 of Part I of the Second Schedule to be used other than by anoccupier of the Premises which is permitted pursuant to the terms of this Lease.3.106Not to do anything in or about the bicycle parking spaces referred to in paragraph 7 of Part I of the Second Schedule or the serviceroads or accessways leading thereto which would or could constitute a nuisance, annoyance, obstruction, disturbance or causedamage to the Landlord or the tenants or other occupiers of the Building.3.107To comply and ensure that the Tenant's visitors comply with such reasonable and proper regulations as the Landlord may make forthe regulation of the traffic to and from and use of the bicycle parking spaces referred to in paragraph 7 of Part I of the SecondSchedule and previously notified in writing to the Tenant.Compliance with Head Lease provisions3.108To observe and perform the covenants, obligations, provisions and conditions on the part of the tenant under the Head Lease so faras the same relate to or otherwise affect the Premises except for the payment of the rents reserved thereunder and, so far as theobligation to insure falls on the Landlord under this lease, to insure.3.109Not to do or omit anything thing which would or might cause the Landlord to be in breach of the Head Lease.4LANDLORD'S COVENANTSThe Landlord covenants with the Tenant:Quiet enjoyment4.1That the Tenant may peaceably hold and enjoy the Premises without any interruption by the Landlord or any person rightfully claimingunder or in trust for the Landlord or by title paramount.Insurance4.2To insure: (a)the Building and keep the same insured with a reputable insurer in the name of the Landlord subject to such exclusions,excesses and limitations as may be imposed by the insurers and as are common in the London insurance market fromtime to time against: (i)the Insured Risks in such a sum as shall be determined from time to time by the Landlord or the Landlord'sSurveyor acting reasonably as being the full cost of rebuilding and reinstatement of the Building (and forthese purposes "Building" means the Building constructed in accordance with the Base Building Definitionincluding such works to prepare the Premises to generally no lesser standard than that described in thesection of the Specification entitled "Category A Specification") and the Landlord covenants to have dueregard to any reasonable request by the Tenant to increase such sums in respect of the Building togetherwith architects', surveyors', consultants' legal and other fees in relation to the repair, rebuilding orreinstatement of the Building (including any cost or increased cost resulting from the requirements of localor other authorities, statutes, bye-laws, regulations or orders as to the method of or design of or materials tobe used in such repairing, rebuilding or reinstatement) and making due allowance for the effects of inflationand escalation of building costs and any fees and the cost of site clearance, demolition and debris removaland VAT on all such sums including any VAT resulting from any deemed self-supply as a result of suchrebuilding or reinstatement; 11/46486557_527UKMATTERS:45919740.1 (ii)loss of the Principal Rent and the rent thirdly reserved for such period (being not less than five years andnot more than seven years) as the Landlord may from time to time reasonably deem necessary which maybe calculated having regard to any relevant reviews or increases of rent and to the likely period required forobtaining planning permission and reinstating the Building; (iii)(to the extent to which the same is not covered by clause 4.2(a)(i)) where applicable engineering andelectrical plant and machinery being part of the Building against sudden and unforeseen damage breakdownand inspection; (iv)property owner's liability and such other insurances as the Landlord may from time to time (actingreasonably) deem necessary to effect; (b)subject to request by the Tenant in writing and notification in writing by the Tenant of the full reinstatement cost of suchitems, any installations, fixtures, fittings, and equipment resulting from the completion of the Tenant's Works (as definedin the Agreement for Lease) or any other completed works carried out by the Tenant and any sub-tenant in accordancewith the provisions of this Lease. Landlord's obligations in relation to insurance4.3In relation to the policy or policies of insurance effected by the Landlord pursuant to its obligations contained in this Lease: (a)to produce not more than once in any 12 month period (and one further time in such 12 month period if requested by theTenant) at the cost of the Tenant and as soon as reasonably practicable following demand either a complete copy or fulldetails of the policy or policies of insurance with full details of any additions or amendments made thereto and either acopy of the last premium, renewal, receipt or reasonable evidence of the fact that the last insurance premium has beenpaid; (b)to procure (unless having used all reasonable endeavours it is unable to procure such a policy at commercial rates) thatthe interest of the Tenant and any mortgagee of the Tenant (or a general interests clause) is noted or endorsed on thepolicy or policies of insurance; (c)to use all reasonable endeavours to procure that the insurance policy contains terms whereby the insurers will not pursuesubrogation rights against the Tenant and its lawful undertenants, licensees and agents (other than where the loss hasbeen occasioned or contributed to by the fraudulent or criminal or malicious act of the Tenant or its undertenants,licensees or agents); (d)to use all reasonable endeavours to procure that the insurance policy contains a non-invalidation clause.Reinstatement4.4If the Building (or any part or parts thereof) and/or the Premises (or any part or parts thereof) and/or the means of access to thePremises shall be destroyed or damaged by any of the Insured Risks and subject to the provisions of clause 5.6 and to the paymentby the Tenant of any amounts due pursuant to clauses 3.82 to 3.83 (and without prejudice to the liability of the Tenant to make anysuch payments or any amounts due pursuant to clause 3.80) and subject to obtaining any planning permission or other permission orapproval necessary for rebuilding and reinstating the Premises and to the necessary labour and materials being and remainingavailable the Landlord shall apply all monies received by the Landlord by virtue of such insurance and referable to the works requiredto reinstate the Premises (other than money received for loss of the Principal Rent and the rent thirdly reserved which shallautomatically be payable to the Landlord) in rebuilding 11/46486557_528UKMATTERS:45919740.1 reinstating and making good the means of access to the Premises and/or (as the case may be) the Premises to generally no lesserstandard than Specification and separately the Building (which may include aesthetic and specification improvements) permitted withall reasonable speed and making good any shortfall in the insurance proceeds from the Landlord's own resources (but not so as toprovide accommodation identical in layout provided that the accommodation provided is no less commodious and does not differmaterially in size to the accommodation provided at the date hereof) and the Landlord shall use all reasonable endeavours to obtainall necessary licences, consents, planning permissions and approvals therefor as soon as reasonably practicable and shall usereasonable endeavours to procure in favour of the Tenant a package of collateral warranties or third party rights relating to the designand carrying out of such works in a form consistent with market practice at the relevant time.4.5It is agreed that all monies claimed or received by the Landlord pursuant to clause 4.2(b) belong to the Tenant and shall be held ontrust for the Tenant pending application in reinstatement and the Landlord shall keep the Tenant fully informed regarding any claim inrespect of insurance monies pursuant to clause 4.2(b) and act in accordance with the Tenant's reasonable instructions at the Tenant'scost.Obligations relating to Services for the Tenant4.6To provide or procure the provision of: (a)the Services during Normal Business Hours (and Normal Business Hours shall in the case of security and receptionfacilities for the Building be on a 24/7 basis); and (b)outside Normal Business Hours such of the Services as the Landlord shall in its reasonable discretion deem appropriate;and (c)such other of the Services outside the Normal Business Hours as the Tenant shall previously request,(having regard to the Design Standards and subject to the provisions of clause 5.15) Provided that the Landlord shall be entitled toemploy such reputable managing agents, professional advisers, contractors and other persons as may reasonably be required fromtime to time in the interests of good estate management for the purpose of the performance of the Services.Building Services and Estate Services4.7The Landlord covenants that any item of Service Cost will be allocated properly to either the Building Services or the Estate Servicesand that no item of Service Cost will be charged to the Tenant more than once.4.8To provide or procure the provision of electricity to the Premises and the Building (subject to the provisions of clause 5.16) and (ineach case) each and every part thereof designed to receive such to the extent necessary to meet the reasonable requirements of theTenant and to use reasonable endeavours to procure that the same shall not be less than the Design Standards having regard to allrelevant statutory provisions from time to time regulating the supply and utilisation of electricity and the terms and conditions relativethereto from time to time imposed by the relevant statutory undertaker. 4.9As soon as reasonably practicable following any request made in writing by the Tenant the Landlord shall supply to the Tenant fulldetails in writing of (and any supporting evidence reasonably requested by the Tenant): 11/46486557_529UKMATTERS:45919740.1 (a)the total Energy Costs and the method of calculation of the proportion of the Energy Costs included in the Energy Levy;and (b)the method of calculation of the proportion of the Energy Levy which comprises the Energy Levy Rent.4.10In so far as such rights are not held by the Landlord, to procure for the benefit of the Tenant and all persons authorised by the Tenantthe rights over the Estate Common Parts as are set out in the Second Schedule, it being agreed that if the Tenant is prevented fromexercising such rights in breach of this clause the Estate Services Costs payable by the Tenant shall be adjusted accordingly.Building Defects4.11Where the Building suffers a defect the Landlord shall, where the Landlord reasonably believes there is a reasonable chance ofsuccess and reasonably believes that there is an economic and commercial benefit of pursuing such party, use all reasonableendeavours to recover the cost of remedying any such defect from any professional or contractor employed by the Landlord or itspredecessors in title in relation to any building works leading to the occurrence of such defect and shall credit any sums receivedagainst the Service Charge to the extent the Landlord has legitimately already recovered any of the costs of remedying any suchdefect through the Service Charge.Head Lease rents4.12To pay the rents reserved by the Head Lease at the times and in the manner provided in the Head Lease and to perform and observeall the covenants on the part of the tenant contained in the Head Lease insofar as they relate to any part of the premises therebydemised and which are not to be observed and performed by the Tenant pursuant to clause 3.108.Retail Units 4.13The Landlord agrees not to let or enter into an agreement for lease or permit any right of occupancy or permit any change of use ofthe Retail Units where the use is a Prohibited Use and to include within any lease or licence of a Retail Unit an express prohibition ona Prohibited Use.4.14The Landlord shall procure that any lease or licence of a Retail Unit shall include: (a)a covenant on the part of the tenant not to cause any legal nuisance to be suffered by the Tenant or its lawful occupiersof the Premises and the Landlord shall at the request and cost of the Tenant enforce such covenant where reasonablyrequested to do so; (b)only rights granting access to the Premises that are on the same terms as the rights reserved to the Landlord under thisLease including the obligation to comply with the Tenant's reasonable requirements and regimes as regards access asprovided for in the proviso to paragraph 2 of Part II of the Second Schedule.Restriction on naming4.15So long as the tenant of this Lease is Mimecast Services Limited (company number 04901524) or a Group Company thereof andsuch entities are together in occupation of at least 70,000 square feet of office space within the Building, the Landlord covenants notto name the Building after any other tenant of the Building.4.16If clause 4.15 ceases to apply, the Landlord shall only grant naming rights in relation to the Building to an entity that occupies themajority of the office space within the Building and only for the duration such entity occupies the majority of the office space withinthe Building. 11/46486557_530UKMATTERS:45919740.1 5PROVISOSIT IS HEREBY AGREED AND DECLARED as follows:Re-entry5.1If: (a)the Rents or any part thereof shall be in arrear for 21 days next after becoming payable (whether in the case of thePrincipal Rent, the rent has been demanded or not); or (b)there shall be any material breach, non-performance or non-observance of any of the Tenant's covenants; or (c)the Tenant shall enter into any arrangement or composition for the benefit of the Tenant's creditors or convene a meetingof the Tenant's creditors (or a nominee calls such a meeting on its behalf); or (d)the Tenant or the Surety (being one or more individuals): (i)is the subject of an interim order under Part VIII of the Insolvency Act 1986 or makes application to theCourt for such an order or makes a voluntary arrangement under such Part; or (ii)has a bankruptcy order made against him; or (iii)a receiver is appointed in respect of all or any of the assets or undertaking of the Tenant or such surety; or (e)the Tenant or the Surety (being a company or partnership): (i)makes a voluntary arrangement or submits to its creditors or any of them a proposal under Part I of theInsolvency Act 1986; or (ii)makes an application to the Court under Section 425 of the Companies Act 1985 or resolves to make suchan application; or (iii)is the subject of an administration order (whether an interim order or otherwise) made under Part II of theInsolvency Act 1986 or is subject to a resolution passed by the directors or shareholders for thepresentation of an application for such an order or is the subject of a notice of intention to appoint anadministrator or files a notice of appointment of an administrator with the court or passes a resolution by itsdirectors or shareholders for the filing of such a notice; or (iv)is the subject of a resolution for voluntary winding up (otherwise than for the purpose of an amalgamation orreconstruction which has been approved by the Landlord) or a meeting of creditors is called to consider aresolution for winding up; or (v)has an interim order or winding up order made against it; or (vi)has an administrative receiver or receiver appointed in respect of all or any of its assets; or (vii)ceases to exist; or (viii)becomes "Bankrupt" within the meaning of the Interpretation (Jersey) Law 1954; or 11/46486557_531UKMATTERS:45919740.1 (f)where the Tenant is a company or partnership incorporated outside the United Kingdom analogous proceedings or eventsto those referred to in clause 5.1(e) shall be instituted or occur in the country of incorporation,it shall be lawful for the Landlord at any time thereafter to re-enter the Premises or any part thereof in the name of the whole andthereupon this Lease shall absolutely determine but without prejudice to any rights of action of the Landlord or the Tenant against theother in respect of any antecedent breach by the Landlord or the Tenant (as the case may be) of any of the covenants herein providedthat in the event that the Tenant comprises more than one person then the Landlorrd will be entitled to re-enter the Premises and thisLease shall thereupon absolutely determine upon the happening of any of the events referred to in clauses 5.1(c) to 5.1(f) hereof inrelation to any one of them.Replacement of surety5.2In the event of the occurrence of any of the events referred to in clauses 5.1(d) or 5.1(e) in respect of the Surety, the Landlord shallnot exercise its right pursuant to clause 5.1 without first allowing the Tenant a period of 30 working days to procure that some otherguarantor or guarantors reasonably acceptable to the Landlord execute a guarantee in respect of the Tenant's obligations contained inthis Lease in the form referred to in the Seventh Schedule (or on such other terms as the Landlord shall reasonably require). Payment of rent not waiver5.3No demand for or receipt or acceptance of any part of the Rents or any payment on account thereof shall operate as a waiver by theLandlord of any right which the Landlord may have to forfeit this Lease by reason of any breach of covenant by the Tenant and theTenant shall not in any proceedings for forfeiture be entitled to rely on any such demand receipt or acceptance as aforesaid as adefence PROVIDED that this clause shall only have effect in relation to a demand receipt or acceptance made or given during suchperiod as may in all the circumstances be reasonable for enabling the Landlord to conduct any negotiations with the Tenant forremedying the breach commenced upon the Landlord becoming aware of such breach.Suspension of rent5.4If the Premises or the Building or the means of access to the Premises shall at any time be so damaged or destroyed: (a)by any of the Insured Risks as to render the Premises or the means of access to the Premises unfit for occupation oruse then (save to the extent that the insurance monies shall be irrecoverable or the policy rendered void by reason ofany act or default on the part of the Tenant any sub-tenant or their respective servants, agents, licensees or invitees) thePrincipal Rent, the Rent secondly reserved and the Rent thirdly reserved or a fair proportion thereof according to thenature and extent of the damage sustained shall be suspended immediately from the date of such damage or destructionuntil the earlier of: (i)the date of issue of the Reinstatement Certificate; and (ii)the expiration of the period in respect of which the Landlord has covenanted to insure for loss of thePrincipal Rent and the Rent thirdly reserved pursuant to clause 4.2(a)(ii),and any dispute with reference to this clause 5.4(a) shall be referred by the Landlord or the Tenant to arbitration inaccordance with the Arbitration Act 1996; 11/46486557_532UKMATTERS:45919740.1 (b)by an Uninsured Risk as to render the Premises or the means of access to the Premises unfit for occupation or use then(save to the extent that damage or destruction results from the default of the Tenant, or Group Company of the Tenant orany sub-tenant or their respective agents, servants, licensees or invitees) the Principal Rent, the Rent secondly reservedand the Rent thirdly reserved or a fair proportion thereof according to the nature and extent of the damage sustained shallbe suspended from the date 12 months after the date of such damage or destruction until the date of issue of theReinstatement Certificate and any dispute with reference to this proviso shall be referred by the Landlord or the Tenant toarbitration in accordance with the Arbitration Act 1996.Damage before Rent Commencement Date5.5If clause 5.4 applies before the Rent Commencement Date the number of days between the date of the damage or destruction andthe Rent Commencement Date (or where only a proportion of the Principal Rent is or would have been suspended, an equivalentproportion of those days) will be added to the date the period of rent suspension ends and the resulting date will become the RentCommencement Date.Determination if damage or destruction5.6If the Premises or the Building or the means of access to the Premises shall be destroyed or damaged by an Uninsured Risk so thatthe Premises are unfit for occupation or use the Landlord may elect not to carry out and complete the rebuilding and reinstatement ofthe Premises pursuant to clause 5.7 by serving notice to such effect on the Tenant and upon service of such notice this Lease shalldetermine but without prejudice to any claim by the Landlord or the Tenant against the other. If the Landlord shall not have served anotice on the Tenant pursuant to this clause 5.6 by a date prior to the date 12 months after such damage or destruction then eitherparty shall be entitled at any time thereafter by notice in writing to the other party to determine this Lease and upon service of suchnotice this Lease shall determine but without prejudice to any claim by the Landlord or the Tenant against the other in respect of anyantecedent breach of any covenant or provision herein contained.5.7If the Premises or the Building or the means of access to the Premises shall be destroyed or damaged by an Uninsured Risk so thatthe Premises are unfit for occupation or use the Landlord may elect at any time prior to the date 12 months after the date of damageto destruction to carry out and complete the rebuilding and reinstatement of the Premises by serving written notice to that effect onthe Tenant whereupon the Landlord shall, subject to obtaining any planning permission or other permission or approval necessary forrebuilding and reinstating the Building, the Premises and the means of access to the Premises and to the necessary labour andmaterials being and remaining available, be obliged to rebuild reinstate and make good (as the case may be) the Building, to generallyno less a standard than that set out in the Base Building Definition and the Premises and the means of access to the Premises togenerally no lesser standard than that described in the section of the Specification entitled "Category A Specification") (which mayinclude aesthetic and specification improvements) with all reasonable speed (but not so as to provide accommodation identical inlayout provided that the accommodation provided is no less commodious and does not differ materially in size to the accommodationprovided at the date hereof) and the Landlord shall use all reasonable endeavours to obtain all necessary licences, consents, planningpermissions and approvals therefor as soon as reasonably practicable and shall use reasonable endeavours to procure in favour ofthe Tenant a package of collateral warranties or third party rights relating to the design and carrying out of such works in a formconsistent with market practice at the relevant time provided always that such rebuilding or reinstating shall be at the cost of theLandlord and the costs of or in any way relating to rebuilding or reinstating the Premises following damage or destruction of thePremises or the Building or any part thereof by an Uninsured Risk shall not be recoverable from the Tenant via the Service Chargeprovisions in the Fifth Schedule. 11/46486557_533UKMATTERS:45919740.1 5.8If: (a)the Premises or the Building or the means of access to them shall at any time be so damaged or destroyed by any ofthe Insured Risks as to render the Premises unfit for occupation or use and the Landlord has not commenced the worksof reinstatement referred to in clause 4.4 within two and a half years of the date of damage or destruction; or (b)the Premises or the Building or the means of access to them shall at any time be so damaged or destroyed by any ofthe Insured Risks as to render the Premises unfit for occupation or use and the Landlord having used all reasonable andcommercially prudent endeavours to do so has not completed the works of reinstatement referred to in clause 4.4 prior tothe expiration of a period of five years following the date of such damage or destruction; or (c)the Premises or the Building or the means of access to them shall at any time be so damaged or destroyed by anUninsured Risk as to render the Premises unfit for occupation and use and the Landlord has not commenced the worksof reinstatement referred to in clause 5.7 within two and a half years of the date of damage or destruction; or (d)the Premises or the Building or the means of access to them shall at any time be so damaged or destroyed by anUninsured Risk as to render the Premises unfit for occupation and use the Landlord having used all reasonable andcommercially prudent endeavours to do so has not completed the works of reinstatement referred to in clause 5.7 withinfive years of the date of damage or destruction,then the Landlord or (subject to clause 5.9) the Tenant may in the circumstances referred to in clauses 5.8(a) and 5.8(c) by giving tothe other not less than three months' notice in writing or (subject to clause 5.9) the Tenant may in any the circumstances referred toin clauses 5.8(b) and 5.8(d) by giving to the Landlord not less than one month's notice in writing to that effect determine this Leaseand upon the expiry of such notice this Lease shall (unless before the expiry of such notice the Landlord has in the circumstances ofclause 5.8(a) or clause 5.8(c) commenced such works of reinstatement or in the circumstances of clause 5.8(b) or clause 5.8(d)completed such works of reinstatement by the expiry of such notice in which case the notice shall be of no effect) determine and thisLease shall cease to be of effect but without prejudice to any claim by the Landlord or the Tenant in respect of any antecedent breachby the other of any of the terms of this Lease.5.9The Tenant shall not be entitled to serve notice on the Landlord pursuant to clause 5.8 if: (a)in the case of clauses 5.8(a) or 5.8(b) the insurance monies are irrecoverable or the policy rendered void by reason ofany act or default on the part of the Tenant, any Group Company of the Tenant, any sub-tenant or their respectiveservants, agents, licensees or invitees unless the Tenant has complied with its obligations in clause 3.80; or (b)in the case of clauses 5.8(c) or (d) the damage or destruction results from the default of the Tenant, any Group Companyof the Tenant, any sub-tenant or their respective agents, servants, licensees or invitees. 5.10If this Lease is determined under clauses 5.6 to 5.9 the Landlord shall be entitled to retain the insurance monies payable in respect ofthe Building but will hold on trust for the Tenant (and pay to the Tenant such monies within ten working days of receipt) any moniesdue to it in respect of works insured by it under clause 4.2 and use all reasonable endeavours to obtain such monies for the benefit ofthe Tenant whether received by the Landlord or by the Tenant. 11/46486557_534UKMATTERS:45919740.1 Roof Terrace5.11If at any time during the term of this Lease the Western Roof Terrace shall cease to be designated for exclusive use by MimecastServices Limited (or a Group Company of it if such Group Company takes an assignment of this Lease), the definition of "RoofTerrace" in clause 1.1 of this Lease shall, at the Landlord's option (which, if exercised, the Landlord shall notify the Tenant of inwriting) be amended such that it shall also refer to the Western Roof Terrace and all references in this Lease to "Roof Terrace" shallbe construed accordingly.Warranty as to use5.12Nothing herein shall be deemed to constitute any warranty by the Landlord that the Premises or any part thereof are under thePlanning Acts or any other relevant laws or regulations now or from time to time in force authorised for use for any specific purpose.Service of notices5.13Any notices required to be served hereunder shall be validly served if served in accordance with Section 196 of the Law of PropertyAct 1925 or Section 23 of the Landlord and Tenant Act 1927 and (in the case of notices to be served on the Tenant) by sending thesame to the Tenant at the Premises.Disputes between tenants/occupiers5.14That in case any dispute or controversy shall at any time or times arise between the Tenant and the tenants and occupiers of theBuilding and/or any neighbouring, adjoining or contiguous property belonging to the Landlord relating to Service Conduits andAppliances serving the Building and/or the Premises or any such adjoining or contiguous property or any easements or privilegeswhatsoever affecting or relating to the Building and/or the Premises or such neighbouring, adjoining or contiguous property the sameshall from time to time be settled and determined by the Landlord's Surveyor or agent (in either case acting reasonably) to whichdetermination the Tenant shall submit (save in the case of manifest error).Apportionment5.15Where any question as to the amount or method of apportionment of any sum falls to be determined under the provisions of thisLease (other than any amount or apportionment to be determined pursuant to the provisions of the Fifth Schedule) the same shall bereferred (upon application to be made by either party) to and conclusively (save in case of manifest error) determined by theLandlord's Surveyor (acting reasonably) in accordance with the principles of good estate management and whose reasonable andproper fees for so acting shall be added to and deemed for all purposes to form part of the sum to be so apportioned and shall beborne accordingly.Exclusions of Landlord's liability5.16Notwithstanding anything in any other provision herein contained (save where such event arises due to a breach of the covenants andconditions on the part of the Landlord set out herein) the Landlord shall not be liable to the Tenant nor shall the Tenant have any claimagainst the Landlord in respect of: (a)any temporary interruption in any of the Services or the supply of electricity to the Premises caused by factors outsidethe Landlord's reasonable control; or (b)temporary closure or diversion of any of the Common Facilities or Service Conduits and Appliances by reason ofinspection, repair, maintenance or replacement thereof or any part thereof or of any plant, machinery, equipment,installations or apparatus used in connection therewith or damage thereto or destruction thereof by any risk (whether ornot an Insured Risk); or 11/46486557_535UKMATTERS:45919740.1 (c)by reason of electrical, mechanical or other defect or breakdown or frost or other inclement conditions or shortage of fuel,materials, supplies or labour or whole or partial failure or stoppage of any mains supply outside the reasonable control ofthe Landlord,SUBJECT TO the Landlord using reasonable endeavours to minimise the adverse effects of any of the above events orcircumstances and using reasonable endeavours to reinstate and remedy such event or circumstance as expeditiously as reasonablypossible AND PROVIDED ALWAYS that the Landlord shall (if reasonably practicable) have previously given reasonable notice of anyintended interruption or closure of the nature mentioned above.Development of adjoining property5.17That subject to compliance with the Landlord's covenants in clause 4.1 the Landlord or any superior landlord may at any time or timeswithout obtaining any consent from or making any arrangement with the Tenant carry out any development or works (or permit thesame) or whatsoever nature to the Building (other than the Premises) and/or the Estate and/or any neighbouring, adjoining orcontiguous land or premises whether or not the light or air now or at any time or times enjoyed by the Tenant may be diminishedPROVIDED THAT proper means of access to and egress from the Premises is afforded at all times and the rights hereby grantedexpressly to the Tenant are not prejudiced.5.18Any access of light and air now or at any time during the Contractual Term enjoyed by the Premises shall be deemed to be byconsent or agreement in writing for that purpose within the meaning of Section 3 of the Prescription Act 1832 so that neither theenjoyment thereof nor this Lease shall prevent any such development or works referred to in clause 5.16 and the Tenant shall permitsuch development or works without interference or objection.Removal of property5.19If at such time as the Tenant has vacated the Premises after the determination of this Lease any property of the Tenant shall remainin or on the Premises and the Tenant shall fail to remove the same within 28 days after being requested by the Landlord so to do by anotice in that behalf then and in such case the Landlord may (in addition to any other remedies available to it) as the agent of theTenant (and the Landlord is hereby irrevocably appointed by the Tenant to act in that behalf) sell such property and shall then hold theproceeds of sale after deducting the reasonable costs and expenses of removal, storage and sale reasonably and properly incurred byit on trust for and to the order of the Tenant PROVIDED THAT the Tenant will reimburse the Landlord against any liability properlyincurred by it to any third party whose property shall have been sold by the Landlord in the bona fide mistaken belief (which shall bepresumed unless the contrary be proved) that such property belonged to the Tenant and was liable to be dealt with as such pursuantto this clause.VAT5.20Any rent or other sum payable by any party hereunder is exclusive of VAT that is or may be payable thereon and shall be paid uponreceipt of a valid VAT invoice.5.21Where under this Lease any party (the "Indemnified Party") is entitled to recover from another party (the "Paying Party") the cost ofany goods or services supplied to the Indemnified Party, the Paying Party will indemnify the Indemnified Party against so much of theinput tax on the cost for which the Indemnified Party is not entitled to credit allowance under Section 24-26 of VATA.5.22If VAT is chargeable in respect of any supplies of goods and/or services by any party to the other party under this Lease the recipientof such supplies shall pay such VAT in addition to the amounts (if any) provided for under this Lease and in respect of the suppliesmade to it under this Lease subject to receipt of a valid VAT invoice. 11/46486557_536UKMATTERS:45919740.1 Exclusion of easements5.23Nothing herein contained other than those rights expressly granted to the Tenant in Part I of the Second Schedule shall by implicationof law or otherwise operate to confer on the Tenant any easement, right or privilege whatever over or against any neighbouring,adjoining, contiguous or other property which might restrict or prejudicially affect the future rebuilding, alteration or development ofsuch neighbouring, adjoining, contiguous or other property.Sharing of information5.24The Landlord and the Tenant agree that they will: (a)share the data they hold in respect of energy and water use and waste production/ recycling and other environmentalmatters as are applicable to the use of the Premises between themselves and with any other third party who the partiesagree needs to receive such data; (b)keep the data disclosed under this clause 5.24 confidential and will only use such data for the purposes of ensuring thatthe Building is run in a sustainable way that minimises its environmental impact,provided always that this shall not prevent the Landlord from publishing information giving all details as to how central building energycosts are apportioned across the Building nor the general energy performance of the Building.5.25The Landlord and the Tenant agree that the Tenant's covenant contained in clause 3.1 of this Lease to pay the Energy Levy Rentshall survive the Termination of the Tenancy, but only until the Tenant has paid the Energy Levy Rent in full to the Landlord.6SURETYThe Surety in consideration of this Lease having been granted at its request covenants with the Landlord in the terms contained in theSeventh Schedule.7CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999Unless expressly stated to the contrary nothing in this Lease confers on anyone other than the parties to it any right pursuant to theContracts (Rights of Third Parties) Act 1999.8DETERMINATION8.1The Tenant may terminate this Lease as at the tenth anniversary of the Term Commencement Date (the "relevant date") by servingnot less than twelve calendar months' notice on the Landlord.8.2This Lease shall not terminate as a result of any notice served by the Tenant if on the relevant date: (a)the Tenant has not paid in cleared funds any part of the Principal Rent (or any VAT in respect of it), which was due tohave been paid up to and including the relevant date; or (b)the Tenant or any third party remains in occupation of any part of the Premises; or (c)the Tenant and/or a Group Company of the Tenant (and assuming for these purposes that they are one entity) is not, oron the date immediately following the relevant date it will not be, in occupation of one vertically contiguous space withinthe Building;except to the extent if at all the Landlord in its absolute discretion expressly and in writing waives compliance with one or more of thepre-conditions specified in this sub-clause. 11/46486557_537UKMATTERS:45919740.1 8.3Termination of this Lease under this clause 8 does not affect any obligation on the Tenant that applies on or at the expiry of thisLease or any right, accrued by the expiry of this Lease, which either the Landlord or the Tenant then has against the other or againstany third party.8.4Waiver of a pre-condition under 8.2 shall not affect any right which the Landlord may have against the Tenant or against any thirdparty in respect of a breach of the Tenant's obligations.8.5Time is of the essence of all dates and periods referred to in this clause 8.8.6If notice is not served by the Tenant to terminate this Lease on the relevant date pursuant to clause 8.1 the Landlord and Tenantagree that the Principal Rent shall be reduced to a peppercorn for the period of 9 months from and including the relevant date.8.7The parties agree that to the extent the Tenant has paid any Rents or Service Charge to a date which is beyond the relevant date theLandlord shall refund to the Tenant within 14 days of the relevant date all such sums to the extent they have been paid for a periodbeyond the relevant date.8.8The parties agree by way of explanation and example in order to clarify the meaning of "one vertically contiguous space" in clause8.2(c) above that if the Tenant was the tenant of each of the third floor, fourth floor and fifth floor prior to the date of service of adetermination notice by the Tenant and each lease contained in a clause in the terms of this clause 8, the Tenant would be entitled tovalidly determine any one or more of the following leases by exercising its rights in this clause 8: (a)the Third Floor alone; (b)the Fifth Floor alone; (c)the Third and Fourth Floor together; (d)the Fourth and Fifth Floor together; or (e)the Third Floor, Fourth Floor and the Fifth Floor together.9RIGHT TO RENEW9.1The Tenant may exercise its option to take the Renewal Lease by serving written notice on the Landlord not less than twelve calendarmonths' prior to the Term Expiry Date.9.2The Tenant's option under clause 9.1 shall be of no effect if: (a)on the Term Expiry Date: (i)the Tenant and/or a Group Company of the Tenant (assessed together so for these purposes the Tenantand the relevant Group Company are assumed to be the same entity) shall not be in occupation of at least70,000 square feet of contiguous office space within the Building; and (ii)this Lease is not subsisting, and (b)on the date following the Term Expiry Date the Tenant and/or a Group Company of the Tenant (assessed together so forthese purposes the Tenant and the relevant Group Company are assumed to be the same entity) will not be inoccupation of at least 70,000 square feet of contiguous office space within the Building.9.3For the purposes of clause 9.2 above it is agreed the contiguous office space means space let to the Tenant and/or a GroupCompany of the Tenant on sequential floors of the Building (with no lettable area between any such floors which is not let to theTenant or a Group Company of the Tenant (as the case may be)). 11/46486557_538UKMATTERS:45919740.1 9.4The Renewal Lease shall be made on the same terms as this lease save that: (a)the Term Commencement Date shall be the date immediately following the day of expiry of this Lease; (b)the Term shall be five (5) years; (c)the Principal Rent shall be ascertained in accordance with clause 9.5; (d)the "Review Dates" shall be the term commencement date and the term expiry date of the Renewal Lease; (e)the Tenant's option to break in clause 8 and all references to it shall be omitted; and (f)the term "Renewal Lease", this clause 9 and all references to them shall be omitted.9.5The Principal Rent payable on and from the term commencement date of the Renewal Lease shall be the higher of the Principal Rentpassing on the last day of this lease (ignoring any suspension or abatement) and the Open Market Rent calculated in accordance withthe provisions of the Third Schedule of this Lease. The provisions of paragraph 7 of the Third Schedule will apply if the Principal Rentpayable under the Renewal Lease has not been agreed or assessed by the term commencement date of the Renewal Lease.9.6If at the Term Expiry Date the Rents are suspended whether in whole or in part due to the occurrence of damage or destruction by anInsured Risk or an Uninsured Risk then the parties agree that for the purposes of the Renewal Lease it shall be assumed that suchdamage or destruction is an event which applies to the Renewal Lease so that such suspension continues and the time periodsreferred to in clauses 5.4 and 5.5 shall be reduced so as to take into account any part of these time periods that have occurred duringthe term of this Lease.9.7Any guarantor who is guaranteeing the obligations of the Tenant at the expiry of the Contractual Term shall be obliged to guaranteethe Tenant's obligations under the Renewal Lease on the same terms (but shall not be obliged to do so if during the 12 month periodprior to the Term Expiry Date the Tenant itself would have been able to satisfy the condition in clause 3.64(b) if at any time duringsuch period the Tenant had wished to take an assignment of the Lease).9.8Subject to clause 9.2, if the Tenant exercises its option pursuant to clause 9.1, the Landlord shall grant and the Tenant shall acceptthe Renewal Lease on the date specified in clause 9.4(a).9.9Time is of the essence of the dates and periods referred to in this clause 9.10OPTION TO SURRENDER10.1In this Clause the following terms shall have the following meanings:"Act" means the Landlord and Tenant Act 1954;"Agreement to Surrender" means the agreement to surrender in the form attached at Appendix G;"Landlord Warning Notice" means (i) a warning notice served by the Landlord on the Tenant and (ii) a warning notice served by theLandlord on the Surety, each pursuant to section 38A(4) of the Act;"Option Period" means the period commencing on the date of this Lease and ending on the fourth anniversary of the TermCommencement Date;"Surrender Agreement Notice" means together: (a)a written request made by the Tenant to the Landlord requesting the grant of the Agreement to Surrender; and 11/46486557_539UKMATTERS:45919740.1 (b)a statutory declaration in the form required by Schedule 4 of the Regulatory Reform (Business Tenancies)(England andWales) Order 2003, properly executed by or on behalf of the Tenant and made before an independent solicitor orcommissioner for oaths; and (c)a statutory declaration in the form required by Schedule 4 of the Regulatory Reform (Business Tenancies)(England andWales) Order 2003, properly executed by or on behalf of the Surety and made before an independent solicitor orcommissioner for oaths; and (d)a copy of the Agreement to Surrender executed by the Tenant and the Surety; and (e)written confirmation that the executed Agreement to Surrender is irrevocably released to the Landlord for completion inaccordance with clause 10.4 below;"Warning Notice Request" means a written request made by the Tenant to the Landlord requesting a Landlord Warning Notice.10.2Warning Notice Option (a)GrantIn consideration of the entry by the Tenant into this Lease the Landlord grants to the Tenant an option to call for aLandlord Warning Notice within the Option Period on the terms of this clause 10.2. (b)Exercise of Warning notice option (i)If the Tenant wishes to call for a Landlord Warning Notice it shall serve a Warning Notice Request on theLandlord. (ii)The Landlord shall, within seven days of receipt of a Warning Notice Request, serve a Landlord WarningNotice on the Tenant in accordance with the terms of the Act. 10.3Surrender Agreement Option (a)GrantIn consideration of the entry by the Tenant into this Lease the Landlord grants to the Tenant an option to call for theAgreement to Surrender on the terms of this clause 10.3. (b)ApplicabilityThe Tenant may not exercise the option granted pursuant to clause 10.3(a) above prior to service by the Landlord of aLandlord Warning Notice. (c)Exercise of Surrender Agreement OptionIf the Tenant wishes to call for the Agreement to Surrender it shall serve a Surrender Agreement Notice on the Landlordwithin seven days of receipt of the Landlord Warning Notice and, following the date of service of such SurrenderAgreement Notice, clause 10.4 shall apply.10.4Agreement To SurrenderThe Landlord shall execute and complete the Agreement to Surrender within seven days of receipt of the Surrender Agreement Noticeand shall immediately thereafter send to the Tenant the original Agreement to Surrender executed by the Landlord duly completed.10.5Time is of the essence 11/46486557_540UKMATTERS:45919740.1 Time is of the essence of all dates and periods referred to in clauses 10.2, 10.3 and 10.4.11GOVERNING LAW AND JURISDICTION11.1This Lease and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity,termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance withEnglish law and within the exclusive jurisdiction of the English courts, to which the parties irrevocably submit.11.2Each party agrees that any claim form or other document to be served under the Civil Procedure Rules may be served on it by beingdelivered to or left at a correct address for the purposes of clause 5.13.11.3If any provision of this Lease is void or prohibited under any Act due to any applicable law, it shall be deemed to be deleted and theremaining provisions of this Lease shall continue in force. IN WITNESS whereof this deed has been executed by the parties hereto and is intended to be and is hereby delivered on the day and year firstabove written. 11/46486557_541UKMATTERS:45919740.1 FIRST SCHEDULEThe PremisesALL THAT accommodation on Level 5 of the Building as the same is shown edged red and shaded purple on Plan 3 and which shall include: (a)one half severed medially of the non-structural and non-load bearing walls which divide the Premises from the remainder of theBuilding; (b)the entirety of all other non-structural or non-load bearing walls and columns; (c)the internal plaster surfaces and other finishes of load bearing walls and columns; (d)the ceiling finishes and the whole of any false ceilings and voids between the ceilings (including light fittings) and false ceilings; (e)void between the floor screed (but not the floor screed itself nor any of the floor joists or supporting structure) and any raised floors, allraised floors, the carpet or other covering or material; (f)the Landlord's fixtures and fittings; (g)the Landlord's Services Equipment within and exclusively serving the Premises; (h)the whole of any internal windows and the doors, partitions, equipment, fitments and lights of the Premises; (i)all Service Conduits and Appliances exclusively serving and within the Premises,but there are excluded from the demise: (j)any structural parts, load bearing walls, columns, roofs, Foundations and Services, external walls, cladding, window frames and glassin the external facades of the Building and joists in and around the Premises; (k)any atria in the Building (including any glass therein); (l)such of the Landlord's Services Equipment and such of the Service Conduits and Appliances as are used in common with other partsof the Building. 11/46486557_542UKMATTERS:45919740.1 SECOND SCHEDULEPart IRights granted1The right for the Tenant and all persons authorised by the Tenant at all times: (a)to pass and repass on foot only over and along the pedestrian accessways within the Building from time to timedesignated by the Landlord and to pass and repass on foot only through and over the Common Facilities and the EstateCommon Parts and any part or parts thereof to gain access to and from the Premises and generally to use the CommonFacilities and the Estate Common Parts for all purposes in connection with the use and enjoyment of the Premises; (b)to pass and repass with or without vehicles over and along the roads and accessways within the Building and the EstateCommon Parts from time to time reasonably designated by the Landlord on the Building for the purpose of gainingaccess to and egress from the bicycle parking spaces referred to in paragraph 7 of this Part I of the Second Scheduleand access to and egress from the loading bay in the Building; (c)to use the loading bays in the Building in such locations from time to time designated by the Landlord acting reasonably; (d)to use any compactor in the loading bay in the Building from time to time in such location as shall from time to timedesignated by the Landlord (acting reasonably); (e)to use such emergency escape routes from the Premises through the Building and the Estate Common Parts as complyfrom time to time with statutory requirements and any requirements from time to time of the local authority or local fireauthority; (f)otherwise to use the Common Facilities and the Estate Common Parts for the purpose for which they are intended,(subject in each case to such regulations in relation thereto as may be imposed from time to time pursuant to clause 3.91 and/orclauses 3.105 to 3.107) in each case such rights being exercised in common with others entitled thereto.2The right of passage and use of all such Service Conduits and Appliances which now or may hereafter during the Contractual Termpass or run into, through, along, under or over the Building and the Estate in each case such rights being exercised in common withothers entitled thereto.3Subject to clauses 3.21 to 3.31: (a)the right at all times to connect into and use (subject to the regulations of any appropriate authority) the Service Conduitsand Appliances for the supply of services and for drainage and to connect into and use such other Service Conduits andAppliances as may from time to time be available for connection to the Premises; (b)the right at all times to connect into and use such of the Landlord's Services Equipment as may from time to time beavailable for connection to the Premises,provided that such connection and use does not materially adversely affect the supply of services to other premises within theBuilding having regard to the Specification and on the basis that any residual capacity in such Service Conduits and Appliances andthe Landlord's Services Equipment over and above that set out in the Specification shall be available and allocated to all occupiers ofthe Building on a fair and reasonable basis. 11/46486557_543UKMATTERS:45919740.1 4The right of support shelter and protection from the remainder of the Building.5The right at all reasonable times and upon reasonable prior notice (except in the case of emergency) to enter other parts of theBuilding for the purposes of carrying out any works required to comply with the covenants and conditions of the Tenant hereincontained and where such works cannot otherwise conveniently be carried out without such entry the Tenant in the exercise of suchright causing as little inconvenience and interference as is reasonably practicable in the circumstances to the Landlord or otheroccupier of the part of the Building so entered and its trade or business carried on therein and making good to the reasonablesatisfaction of the Landlord or the other occupier (as the case may be) any physical damage thereby caused.6The right for the Tenant and any other lawful occupier of the Premises to display its name (in the Landlord's house style) on the signboard provided by the Landlord for that purpose in the main reception area of the Building subject to the Landlord's prior approval(such approval not to be unreasonably withheld or delayed) as to the size and design of the signage concerned and its location).7The exclusive right for the Tenant and any lawful occupier of the Premises only at all times to use 54 bicycle parking spaces in thearea shown shaded red on Plan 6 and 54 lockers in the area shown shaded red on Plan 6 (the Landlord having the right at any timeand from time to time on not less than 14 days' notice to nominate an alternative space or spaces within the Building provided suchnomination is agreed by the Tenant (such agreement not to be unreasonably withheld or delayed)) provided that the Landlord shall beentitled to temporarily suspend all or any such rights after prior consultation with the Tenant as to timing and duration of the proposedworks (save in the case of an emergency) and having proper regard to the Tenant's representations in relation thereto for the purposeof carrying out works of repair and maintenance to the parts of the Building in which the relevant spaces are located where it wouldnot be practical to carry out the relevant works without such suspension and the Landlord shall use reasonable endeavours to keepany such period of suspension to the minimum reasonably practicable. 8The right in common with other occupiers of the Building to use the showers in Level -1 of the Building as are from time to timeprovided.9Subject to the Landlord's entitlement to access and remain on the Roof Terrace in connection with any of the purposes listed inparagraph 2 of Part II of the Second Schedule the right for the Tenant in common with other occupiers of the Building to access ontothe Roof Terrace for uses ancillary to the Tenant's use of the Premises and which are consistent with a high class office buildingprovided that the Tenant shall obtain the Landlord's prior approval to any furniture or other item to be placed on the Roof Terrace (suchapproval not to be unreasonably withheld or delayed).10Subject to the Landlord's entitlement to access and remain on the Fifth Floor Terraces in connection with any of the purposes listed inparagraph 2 of Part II of the Second Schedule the right for the Tenant to access onto the Fifth Floor Terraces for uses ancillary to theTenant's use of the Premises and which are consistent with a high class office building provided that the Tenant shall obtain theLandlord's prior approval to any furniture or other item to be placed on the Fifth Floor Terraces (such approval not to be unreasonablywithheld or delayed).11The right in common with other occupiers of the Building to install in part or parts of the areas shown coloured red and blue on Plan 7(being tenant roof plant space) from time to time (subject to obtaining consent from the Landlord (such consent not to beunreasonably withheld or delayed) by deed and containing covenants of the type referred to in the provisos at the end of clause 3.31to such installation and subject to the Tenant obtaining all necessary consents and approvals) plant, machinery, satellite dishesaerials and equipment (including air conditioning equipment) together with the right to install and lay associated cabling and otherservice media (with any ancillary plant and equipment) in under over and through the Building for connection to the 11/46486557_544UKMATTERS:45919740.1 Premises and to use the same provided that the Landlord will manage the allocation of the tenant roof plant space with due regard tothe requirements of all tenants in the Building and taking the following into account: (a)where reasonably possible plant areas will be separate for each tenant and will take into account the riser allocationstrategy (being the proviso to paragraph 12 below) and the location of the tenant's facilities requiring connection to thoseplant areas; (b)the tenant plant space available for allocation will exclude the plant space set aside for tenant's generators; (c)the Landlord reserves the right to run cables/pipes and other service media over under or along such areas provided thatthese shall not materially adversely affect the Tenant's use of the same and that the Landlord obtains the Tenant's priorwritten consent (such consent not to be unreasonably withheld or delayed) to the location of such cables/pipes and otherservice media; (d)the proportion that the Net Internal Area of the Premises bears to the Net Internal Area of all of the offices within theBuilding let or intended to be let.12The right to use a fair and reasonable proportion of the riser space and telecoms intake room or rooms allocated to tenants for theiruse within the Building based on the proportion that the Net Internal Area of the Premises bears to the total Net Internal Area of alloffices within the Building for the purpose of running Service Conduits and Appliances exclusively serving the Premises provided thatthe installation of such cabling shall be subject to the Landlord's prior written consent such consent not to be unreasonably withheld ordelayed and provisos (a) to (d) at the end of clause 3.31 shall apply to such installation and consent Provided that the Landlord willmanage the allocation of the riser space for the purposes of the use of and connections to the Service Conduits and Appliances theLandlord's Services Equipment and such telecoms intake room or rooms on the following basis: (a)space shall be allocated between each of the tenants (and undertenants shall be not be taken into account for thesepurposes) in the same proportion as the Net Internal Area they occupy bears to the total Net Internal Area of theBuilding; (b)where reasonably possible separate risers will be allocated to each tenant and will take into account the location of thepremises demised to the tenant; (c)where reasonably possible the allocation of riser space to be used for IT purposes shall be on the basis of separatecages within the risers provided that the Tenant will reimburse the Landlord for the reasonable cost of such cages; (d)the Landlord reserves the right to run cables/pipes and other service media through such risers provided that these shallnot materially adversely affect the Tenant's use of the same and that the Landlord obtains the Tenant's prior writtenconsent (such consent not to be unreasonably withheld or delayed) to the location of such cables/pipes and otherservice media.Wayleaves13The Landlord acknowledges that the Tenant may wish to enter into wayleaves for cabling from external third parties for connectionthrough the Estate and the Building into the Premises and confirms that: (a)it will consent to any such wayleave without payment of a premium for such wayleaves; (b)it will not unreasonably withhold or delay its consent to the entering into of any such wayleave in a form reasonablyapproved by the Landlord. 11/46486557_545UKMATTERS:45919740.1 Staircase Rights14For such duration as the internal staircases connecting the fourth and fifth floors exist the right to pass and repass through theairspace of the slabs separating the fourth and fifth floors for the purposes of utilising such connecting staircase. Part IIRights excepted and reserved1The passage and use of all such Service Conduits and Appliances (if any) as now pass or run into through along under or over thePremises and which are designed to be used for the benefit of the remainder of the Building.2The right for the Landlord and all authorised persons at all reasonable times upon not less than 24 hours' prior notice (except in caseof emergency) to enter the Premises and to enter and remain on the Roof Terrace and/or the Fifth Floor Terraces for the purposes ofcarrying out the Services and for all or any of the following purposes: (a)inspecting the Premises and the state and condition thereof; (b)survey measurement or valuation of the Premises; (c)reading electricity, water and other check meters or sub-meters installed within the Premises; (d)preparation of a schedule of fixtures and fittings in or about the Premises; (e)remedying any breach of covenant by the Tenant after failure by the Tenant so to do in accordance with the provisions ofclause 3.18; (f)access to or egress from any of the plant rooms or Service Conduits and Appliances included within the Premises oraccessed from the Premises; (g)access to or egress from the Fifth Floor Terraces; (h)to comply with obligations owed by the Landlord (or any developer) to third parties or with the covenants on the part ofthe Landlord (or any developer) contained in this Lease or contained in the Agreement for Lease; (i)maintaining, amending, renewing, cleaning, repairing or rebuilding any adjoining premises in so far as such works cannotbe carried out without entering upon the Premises; (j)to prepare any Energy Performance Certificate for the Premises or the Building; (k)in connection with the provision of Services,PROVIDED ALWAYS THAT the Landlord or other person exercising such rights shall cause as little interference and inconvenienceas reasonably practicable to the Tenant or other occupier of the Premises and its or their trade or business carried on therein and assoon as reasonably practicable make good to the reasonable satisfaction of the Tenant any damage thereby caused to the Premisesand the Tenant's fixtures and fittings and stock and PROVIDED FURTHER THAT the Landlord or other person exercising such rightscomplies with the reasonable security requirements of the Tenant or other occupier and where requisite the Landlord or other personexercising such rights shall only exercise such rights while accompanied by a representative of the Tenant or occupier of the relevantpart of the Premises PROVIDED THAT such a representative shall be made available at reasonable times on reasonable request bythe Landlord and if such a representative is not made available after a reasonable period after such request (or in the case ofemergency) entry may be made without such a representative. 11/46486557_546UKMATTERS:45919740.1 3All rights of light air and other easements and rights (but without prejudice to any expressly granted to the Tenant by this Lease (ifany)) now or hereafter belonging to or enjoyed by the premises from or over any adjoining neighbouring or contiguous land or building.4The right to build or rebuild or alter or carry our any development or works to any adjoining neighbouring or contiguous land or buildingin any manner whatsoever (and to authorise any adjoining owner or occupier to do the same) and to let or authorise the letting of thesame for any purpose or otherwise deal therewith notwithstanding that the light or air to the Premises is in any such case therebydiminished or any other liberty, easement, right or advantage belonging to the Tenant is thereby diminished or prejudicially affectedand so that any access of light and air now or at any time enjoyed by the Premises shall be deemed to be by consent or agreement inwriting for that purpose within the meaning of Section 3 of the Prescription Act 1832 so that the enjoyment thereof shall not preventsuch building, rebuilding, alteration, development, works, letting or dealing as aforesaid and the Tenant shall permit such matterswithout interference or objection PROVIDED THAT the rights reserved by this paragraph 4 shall not be exercised so as to prejudicethe rights expressly granted to the Tenant under this Lease.5The right to support and shelter and all other easements and rights now and hereafter belonging to or enjoyed by all adjoining,neighbouring or contiguous land or buildings an interest wherein possession or reversion is at any time vested in the Landlord.6The right to build on or into any boundary or party wall of the Premises provided always that the Landlord or the person exercising thisright shall make good any damage thereby caused to the Premises and the Tenant's fixtures fittings and stock to the reasonablesatisfaction of the Tenant. 11/46486557_547UKMATTERS:45919740.1 THIRD SCHEDULEReview of Principal Rent1In this Schedule:relevant Review Datemeans 4 March 2024 and each fifth anniversary thereafter and any other date thatbecomes a Review Date pursuant to paragraph 8Completed Premisesmeans the Premises on the assumption that: (a) the Landlord has completed the Premises at its own cost to thespecification and standard described in the section of the Specificationentitled "Category A Specification" and in compliance with everyapplicable Act; (b) the Tenant has removed all fitting out works carried out by the Tenant orany permitted occupier and made good all damage so caused by suchremoval so that the Premises are at the relevant Review Date in the samespecification as in (a) above and in compliance with statutory requirements; (c) if the Premises or the means of access thereto have been destroyed ordamaged they have been completely rebuilt or reinstated and fully restoredOpen Market Rentmeans the yearly rent which would reasonably be expected to become payable inrespect of the Completed Premises after the expiry of a rent free period of suchlength as would be negotiated in the open market between a willing lessor and awilling lessee for the time required for fitting out the Completed Premises on theassumption that such rent free period has expired prior to the relevant Review Dateupon a letting of the Completed Premises as a whole by a willing lessor to a willinglessee in the open market at the relevant Review Date for a term of 10 yearscommencing on the relevant Review Date in every case with rent reviews on eachfifth anniversary of term commencement and with vacant possession without a fine orpremium and for the use or uses permitted under this Lease but otherwise upon theterms of this Lease (other than (i) the length of the Contractual Term and (ii) theamount of the rent hereby reserved (but including the provisions for review of thePrincipal Rent)) and where at the relevant Review Date the Tenant has in fact thebenefit of the Reception Side Letter and the Western Terrace Side Letter, thehypothetical tenant of this Lease shall be assumed also to have the benefit of theReception Side Letter and the Western Terrace Side Letter, such benefit to beassumed to be shared on the same basis the benefit is in fact shared with otheroccupiers by the Tenant on the relevant Review Date, assuming whether or not it bethe case: 11/46486557_548UKMATTERS:45919740.1 (a) that all the Landlord's and Tenant's covenants and obligations in this Leasehave been fully complied with (provided that in the case of the Landlord theLandlord is at the relevant Review Date using all reasonable endeavours toremedy any subsisting breach which the Tenant notified the Landlord inwriting as subsisting a reasonable period before the relevant Review Date);and (b) that the Completed Premises are available and suitable for immediateoccupation and use for fitting out as offices, but disregarding: (c) any goodwill attached to the Premises by reason of the carrying on thereatby the Tenant or by any person deriving title or any right to occupy throughor under the Tenant of any business; (d) any effect on rent of any alteration or improvement to the Premises madeby the Tenant or any person deriving title or any right to occupy through orunder the Tenant or their respective predecessors in title before or after thegrant of this Lease other than an alteration or improvement carried out to theCompleted Premises pursuant to an obligation to the Landlord which shallinclude any alteration or improvement carried out as a consequence of astatutory obligation; (e) any effect on rent of the fact that the Tenant or any person deriving title orany right to occupy through or under the Tenant or their respectivepredecessors in title may have been in occupation of the Premises or otherpremises in the Building or on the Estate, but so that it will be assumed thatsuch other premises in the Building are fully let at the relevant Review Date; (f) any effect on rent of any works to or alterations to the Premises carried outby the Tenant or any person deriving title or any right to occupy through orunder the Tenant or their respective predecessors in title which reduce theirrental value; and (g) the provisions of clause 8Reception Side Lettermeans the side letter granting Mimecast Services Limited exclusive use of areception desk or reception point in the Building on the terms set out therein, the formof which is attached at Appendix E to this Lease 11/46486557_549UKMATTERS:45919740.1 Surveyormeans an independent chartered surveyor agreed upon by the Landlord and theTenant (both acting reasonably) or in default of agreement appointed by the Presidentin accordance with paragraph 3 of this ScheduleWestern Terrace Side Lettermeans the side letter granting Mimecast Services Limited exclusive use of theWestern Roof Terrace on the terms set out therein, the form of which is attached atAppendix F to this Leaseagree or agreedmeans agree or agreed in writing between the Landlord and the Tenant.2From each Review Date the Principal Rent shall be such as may at any time be agreed between the Landlord and the Tenant as thePrincipal Rent payable from that Review Date or (in default of such agreement) whichever is the greater of: (a)the Open Market Rent; and (b)the Principal Rent contractually payable immediately before that Review Date (ignoring any rent abatement under clause5.4).3If by a date three months before the relevant Review Date the rent payable from that Review Date has not been agreed the Landlordand the Tenant may agree upon a person to act as the Surveyor who shall determine the Open Market Rent but in default of suchagreement then either the Landlord or the Tenant may at any time make application to the President to appoint a surveyor todetermine the Open Market Rent and every application shall request that the Surveyor to be appointed shall if practicable be aspecialist experienced in the letting or rental valuation of office premises in the area in which the Premises are situate.4Unless the Landlord and the Tenant otherwise agree the Surveyor shall act as an arbitrator in accordance with the Arbitration Act1996.5If the Surveyor whether appointed as arbitrator or expert refuses to act or is or becomes incapable of acting or dies the Landlord orthe Tenant may apply to the President for the further appointment of a surveyor.6If the Surveyor is appointed as an expert he shall be required to give notice to the Landlord and the Tenant inviting each of them tosubmit to him within such time as he shall stipulate a proposal for the Open Market Rent supported (if so desired by either of theparties) by any or all of: (a)a statement of reasons; (b)a professional rental valuation or report; and (c)submissions in respect of each others' statement of reasons,but notwithstanding the foregoing the Surveyor shall determine the Open Market Rent in accordance with his own judgement but shallissue the determination with a statement of reasons.7If by a Review Date the Principal Rent payable from the Review Date has not been ascertained pursuant to this Third Schedule theTenant shall continue to pay the Principal Rent at the rate payable hereunder immediately before that Review Date and on the quarterday next after such ascertainment the Tenant shall pay to the Landlord the difference between the Principal Rent paid and thePrincipal Rent so ascertained for the period from the Review Date and ending on the said quarter day together with interest on suchdifference for such period at the Prescribed Rate (calculated by reference to such difference or the relevant parts thereof from thedate or the 11/46486557_550UKMATTERS:45919740.1 respective dates on which the same would have become due had the Principal Rent payable from the relevant Review Date beenascertained by such Review Date).8If at any Review Date there is by virtue of any Act a restriction which operates to restrict the Landlord's right to review the PrincipalRent or if at any time there is by virtue of any Act a restriction which operates to restrict the right of the Landlord to recover anincrease in the Principal Rent otherwise payable then upon the ending removal or modification of such restriction the Landlord may atany time within three months thereafter give to the Tenant not less than one month's notice requiring an alternative rent review uponthe succeeding quarter day which quarter day shall for the purposes of this Schedule be a Review Date.9A memorandum of the Principal Rent ascertained from time to time in accordance with this Schedule shall be endorsed on this Leaseand the counterpart thereof by way of evidence only and signed by or on behalf of the Tenant and the Landlord respectively.10In this Schedule time shall not be of the essence in agreeing or determining the Open Market Rent nor appointing the Surveyor. 11/46486557_551UKMATTERS:45919740.1 FOURTH SCHEDULEMatters to which the demise is subjectThe entries on the registers of title number NGL770398 dated 6 October 2017 and timed at 12:10:07. 11/46486557_552UKMATTERS:45919740.1 FIFTH SCHEDULEThe Service Charge1In this Schedule:Accounting Periodmeans 1 April in each year to (and including) 31 March in the following year or suchother period being a whole year as shall be notified by the Landlord to the Tenant inwritingBase Figuremeans the figure being the amount of the all items index figure of the RPI publishedfor the month falling three months preceding the commencement of the AccountingPeriod in the year of grant of this LeaseBase Service Charge Capmeans the sum of four hundred and thirteen thousand six hundred and twenty eightpounds (£413,628) (exclusive of VAT)Building Services Costmeans all proper expenditure incurred by or on behalf of the Landlord on the provisionof the Building Services for an Accounting Period and on all related costs specified inPart 1 of the Sixth Schedule, excluding any Outside Normal Business Hours ChargeCapped Elementmeans a proportion of the Building Service Cost for that Accounting Period which theLandlord reasonably determines is fairly and reasonably attributable to the Premises(from which, for the purposes of this definition only, Utility Costs, Energy Levy andServices specifically requested by the Tenant shall be excluded)Capped Periodmeans the term of this LeaseEstate Services Costmeans all proper expenditure incurred by or on behalf of the Landlord on the provisionof the Estate Services for an Accounting Period and on all related costs specified inPart 2 of the Sixth Schedule, excluding any Outside Normal Business Hours ChargeIncidental Servicesmeans the reasonable costs and expenses reasonably and properly incurred by theLandlord or with the Landlord's authority in connection with the Services as set out inPart III of the Sixth ScheduleIncidental Service Costsmeans all proper expenditure incurred by or on behalf of the Landlord on the provisionof Incidental ServicesIndex Figuremeans the figure being the amount of the all items index figure of the RPI publishedfor the month falling three months prior to the expiry of the Accounting Period inrespect of which the calculation is being made 11/46486557_553UKMATTERS:45919740.1 Interim Summeans a yearly sum assessed by the Landlord or the Landlord's Surveyor (actingreasonably) on account of the Service Charge for each Accounting Period being a fairand reasonable estimate of the Service Charge payable by the Tenant in respect ofthat Accounting PeriodRPImeans the Retail Prices Index (all items) published monthly in the United Kingdom bythe Office for National Statistics or any official publication substituted for itService Chargemeans for any Accounting Period:(a) the Capped Element(b) a fair and reasonable proportion of the Estate Service Cost for thatAccounting Period which the Landlord reasonably determines isfairly and reasonably attributable to the Premises(c) a fair and reasonable proportion of the Utility Costs for thatAccounting Period as reasonably determined by the Landlord(d) a proportion of the Incidental Service Cost for that AccountingPeriod which the Landlord reasonably determines is fairly andreasonably attributable to the Premises(e) (to the extent the Tenant does not pay it directly to the relevantsupplier) the total cost of all utilities separately metered andexclusively supplied to the PremisesPROVIDED ALWAYS THAT all interest earned on all Interim Sums and any otherservice charge monies held by the Landlord whether in anticipation of futureexpenditure or otherwise shall be credited against Service Costs 11/46486557_554UKMATTERS:45919740.1 Service Charge Capmeans the following amounts (exclusive of VAT):(a) in relation to the first Service Period, or proportionately for therelevant part of the first Accounting Period, the Base ServiceCharge Cap;(b) in relation to the second and all subsequent Accounting Periodsthe higher of:i. the Service Charge Cap for the preceding AccountingPeriod; andii. an amount calculated in accordance with the followingformula:SRC x Index Figure;Base Figurewhere SRC is the amount of the Service Charge Cap for the precedingService Period; andService Charge Certificatemeans a certificate showing the Service Cost and Service Charge for eachAccounting Period served pursuant to paragraph 8 of this ScheduleService Charge CodeThe RICS Service Charges in Commercial Property ‑ a Code of Practice – 3rd Edition- which is effective from 4 February 2014 but not as updated or replaced from time totime thereafterService Costmeans the total sum calculated in accordance with paragraph 2 of this Schedule.Utility Costsmeans together the cost of the supply of electricity and gas:(a) for the provision of the Services; and(b) to the whole or any part of the Common Facilities.2The Service Cost shall be the total of the aggregate of the reasonable and proper costs reasonably and properly incurred by theLandlord in any Accounting Period in carrying out or procuring the carrying out of the Services and providing each item of theServices including (without prejudice to the generality of the foregoing) the Incidental Services but excluding for the avoidance ofdoubt any costs attributable to the provision of any of the Services outside Normal Business Hours at the specific request of theTenant or any other tenant or tenants of the Building.3The Capped Element of the Service Charge shall not exceed the Service Charge Cap for the Capped Period.4If at any time and from time to time the method or basis of calculating or ascertaining the cost of any item of the Services shall alteror the basis of calculating or ascertaining the Service Charge in relation to any item of the Services shall change and in thereasonable opinion of the Landlord or the Landlord's Surveyor such alteration or change shall require alteration or variation of thecalculation of the Service Charge in order to achieve a fairer and better apportionment of the Service Cost amongst the tenants of theBuilding then and in each and every such case the Landlord shall have the right to vary and amend the Service Charge and to makeappropriate adjustments thereto. 11/46486557_555UKMATTERS:45919740.1 5The Tenant shall pay to the Landlord the Interim Sum without deduction by equal quarterly instalments in advance on the usualquarter days.6Before the commencement of every Accounting Period the Landlord shall serve or cause to be served on the Tenant written notice ofthe Interim Sum for the relevant Accounting Period Provided that without prejudice to the provisions of paragraphs 11 and 12 of thisSchedule if the written notice aforesaid shall be served after the first occurring quarter day in the relevant Accounting Period theTenant shall until service of the written notice aforesaid make payments on account of the Interim Sum for the relevant AccountingPeriod on the days and in the manner provided by paragraph 5 of this Schedule at an annual rate equal to the Interim Sum for theimmediately preceding Accounting Period.7In the event that the Landlord shall not have served written notice of the Interim Sum for any Accounting Period before any quarterlyinstalments of the Interim Sum becomes due the Tenant shall within 21 days of the service of such notice pay to the Landlord anamount equal to the difference between instalments of the Interim Sum due on the date of service of such notice and the amount paidby the Tenant on account of the Interim Sum pursuant to paragraph 6 of this Schedule.8As soon as practicable after the expiry of every Accounting Period (and in any event no later than the expiry of three months after theexpiry of the relevant Accounting Period) the Landlord shall serve or cause to be served a Service Charge Certificate on the Tenantfor the relevant Accounting Period.9A Service Charge Certificate shall contain a detailed summary of the Service Cost in respect of the Accounting Period to which itrelates together with the relevant calculations showing the Service Charge which shall be binding upon the Landlord and the Tenant(save in the case of manifest error).10The Tenant may request the Landlord to provide or at the Landlord's option make available for inspection further details of thebreakdown of the expenditure under a Service Charge Certificate or any particular item or items shown in a Service Charge Certificateby giving notice thereof in writing to the Landlord within three months of the date of service on the Tenant of the relevant ServiceCharge Certificate and upon receipt of such a notice the Landlord shall furnish to the Tenant or at the Landlord's option make availablefor inspection and afford to the Tenant all reasonable facilities to enable the Tenant to make copies of full details of such expenditureand other service charge information and documentation as may be reasonably required as soon as reasonably practicable and in anyevent within 28 days of each and every request PROVIDED ALWAYS that notwithstanding the giving of any such notice the Tenantshall nevertheless pay all Interim Sums and Service Charges as and when they fall due or as may be underpaid from time to time.11Within 21 days after the service on the Tenant of a Service Charge Certificate showing that the Service Charge for any AccountingPeriod exceeds the Interim Sum for that Accounting Period the Tenant shall pay to the Landlord or as it shall direct a sum equal tothe amount by which the Service Charge exceeds the Interim Sum provided that and the Tenant hereby acknowledges that if thereshall be any such excess in respect of the Accounting Period the amount of such excess shall be a debt due from the Tenant to theLandlord notwithstanding that the Contractual Term may have expired or been determined before the service by or on behalf of theLandlord of the relevant Service Charge Certificate.12If in any Accounting Period the Service Charge is less than the Interim Sum for that Accounting Period a sum equal to the amount bywhich the Interim Sum exceeds the Service Charge shall be accumulated by the Landlord and shall be applied in or towards theService Charge for the next following Accounting Period and following the last year of this Lease howsoever determined any 11/46486557_556UKMATTERS:45919740.1 excess shall be repaid to the Tenant within 28 days of the date of service on the Tenant of the Service Charge Certificate for suchAccounting Period.13The Landlord and Tenant agree that should the Termination of the Tenancy occur during any Accounting Period then the Tenant'sliability in respect of the Service Charge shall be apportioned on a daily basis up to the date of Termination of the Tenancy but thatthe Tenant shall have no liability in respect of the Service Charge for any period after the Termination of the Tenancy but thisparagraph shall be without prejudice to any balancing payments to be made pursuant to paragraphs 11 or 12 of this Schedule.14The Landlord will in the provision and management of the Services have due and proper regard to and shall use reasonableendeavours to comply with the Service Charge Code.15The Landlord shall not be entitled to require any payment from the Tenant towards the establishment or maintenance of any sinking orreserve fund in respect of the Service Cost.16CHANGES TO THE RPI16.1In the event of any change after the date of this Lease in the reference base used to compile the RPI the all items index figure takento be shown in the RPI after the change shall (where possible) be the all items index figure which would have been shown in the RPI ifthe reference base current at the date of this lease had been retained.16.2If the Landlord reasonably believes that any change referred to in paragraph 16.1 above would fundamentally alter the calculation ofthe Service Charge Cap or in the event of it becoming impossible or impracticable, by reason of any change after the date of thislease in the methods used to compile the RPI or for any other reason whatsoever, to calculate the Service Charge Cap there shall besubstituted such other provisions for calculating the Service Charge Cap as shall be agreed between the Landlord and the Tenant or,in default of agreement, as may be determined pursuant to paragraph 17 below.17DISPUTES17.1If any dispute or question arises between the Landlord and the Tenant as to the calculation of the Service Charge Cap or as to theinterpretation, application or effect of any of the provisions of paragraph 16 then the matter in question may (without prejudicing theparties' ability to agree it at any time) be referred for determination by an independent person (the "Expert") who is to be appointed (indefault of agreement) on the application of either party by the President for the time being of either (taking into account the nature ofthe matter in dispute) the Royal Institution of Chartered Surveyors or the Institute of Actuaries and in respect of any Expert appointedto act under this paragraph 17:17.2he shall: (a)act as an expert and not as an arbitrator; (b)allow the Landlord and the Tenant to make written representations and cross-representations concerning the ServiceCharge Cap (or other matter in dispute) within such time limits as he may prescribe; (c)seek appropriate professional advice on any relevant matter beyond his professional expertise; and (d)make a reasoned determination which shall be final and binding between the parties unless it contains a manifest error; 11/46486557_557UKMATTERS:45919740.1 17.3he shall have full power to determine the dispute or matter in question including (without limitation) substituting an alternative index forthe RPI that most closely resembles it (but having regard to paragraph 16;17.4his fees and the cost of his nomination shall be paid as he may determine or, otherwise, equally by the Landlord and the Tenant; and17.5if he refuses to act, or is or becomes incapable of acting or dies, the Landlord or the Tenant may apply for the appointment of anotherExpert. 11/46486557_558UKMATTERS:45919740.1 SIXTH SCHEDULEPart IBuilding Services1The maintenance, repair, decoration and inspection and when reasonably necessary (where in the reasonable opinion of the Landlordthe item is beyond economic repair) the renewal of the Building and each and every part thereof (including the glass in the outsidewalls of the Building in any atria in the Building and in the Common Facilities) excepting: (a)the Premises; and (b)other premises within the Building as are from time to time let or intended to be let.2The operation, maintenance, repair, inspection and cleansing and when reasonably necessary (where in the reasonable opinion of theLandlord the item is beyond economic repair) the renewal of any roof terrace and the Common Facilities including (without prejudice tothe generality of the foregoing) the lifts and escalators within and forming part of the Building, the Service Conduits and Appliances,water treatment systems, sanitary apparatus, pneumatics, vehicle turntables, electrically/mechanically operated barrier gates,computer monitoring system, closed circuit television, surveillance system, control security system and indicator installation, refusecompactors and all other mechanical and electrical systems and all plant, machinery and equipment associated therewith (exceptLandlord's Services Equipment) within the Building.3The: (a)operation, maintenance, repair, inspection and cleansing and when reasonably necessary (where in the reasonableopinion of the Landlord the item is beyond economic repair) the renewal and replacement of the Standby Generators andthe Landlord's Services Equipment (excluding such parts as are within the Premises or any other parts of the Building letor intended to be let by the Landlord and respectively serve the Premises or such other parts of the Building let orintended to be let by the Landlord exclusively) and provision of heating, cooling and ventilation to all parts of theBuilding; (b)external cleaning of the Building; and (c)external and internal cleaning of the Common Facilities,in all such cases as often as in the Landlord's reasonable opinion may be requisite and such maintenance shall include thepreparation, cleaning, decoration, repointing, painting, graining, varnishing, papering, polishing and other treatment or replacement offinishes (walls, floors and ceilings) with good quality materials of their several kinds and in a suitable manner for maintenance in goodcondition as may be appropriate for the particular external or internal finishes.4The provision (but not the initial capital cost of the provision of equipment) and maintenance of security services (including (withoutprejudice to the generality of the foregoing) 24 hour security guards in respect of the Common Facilities and electronic surveillancesystems as the Landlord shall reasonably deem necessary).5The lighting (including the maintenance, repair and for the purposes of repair the proper replacement of the lighting equipment andfittings) of any atria in the Building and the Common Facilities.6The disposal of refuse from the Building including the collection and compaction thereof and the provision of receptacles and plantand equipment in connection therewith. 11/46486557_559UKMATTERS:45919740.1 7The cleaning of the outside of all exterior windows of the Building and all atria glazing (other than such as is the responsibility of anytenant of the Building) and glazing in the Common Facilities as often as may be requisite and the maintenance cleansing, repair,inspection and (where in the reasonable opinion of the Landlord the item is beyond economic repair), renewal of all window cleaningcradles, carriages and runways.8The provision (but not the initial capital cost of providing the same), cultivation, maintenance and replacement of plants and otherdecorative landscaping on the exterior of the Building in the Common Facilities and in any atria in the Building.9The continuous provision of hot water (in compliance with statutory requirements as to minimum temperatures) and cold water to eachlevel of the Building.10The provision of a caretaker, engineers, building technicians, receptionist and such other staff as the Landlord may deem reasonablyand properly necessary for the good management and security of the Building in accordance with principles of good estatemanagement with on-site security and reception services for the Building to be provided on a 24/7 basis.11The reasonable cost of making good any damage occasioned to the Premises or any other premises in the Building let to tenants ofthe Building as an unavoidable result of carrying out any of the Services.12The expenses reasonably and properly incurred by the Landlord in respect of any repairing, rebuilding and re-cleansing any partywalls, fences, sewers, drains, channels, sanitary apparatus, pipes, wires, passageways, stairways, entrance ways, roads, pavementsand other things the use of which is or is capable of being common to the Building and any other property.13The installation and (where appropriate) replacement or updating of separate sub-metering of utilities used in the Common Facilitiesand the Premises.14The provision of all such other services and facilities for the benefit of the Building and the tenants and occupiers of the Buildinggenerally as the Landlord shall from time to time reasonably consider to be necessary or expedient in accordance with good principlesof estate management prevailing from time to time.Part IIEstate Services1The provision of security services, personnel, plant and equipment (including security gates and barriers) and traffic control systemsfor the purpose of monitoring, supervising and controlling the Estate and persons present on the Estate (whether with or withoutvehicles).2The maintenance, repair, renewal, replacement, resurfacing, cleansing and keeping open and free from obstructions and detritus allaccessways, areas, surfaces and paving (including roadways, footways, ramps, turntables, car parking areas and loading bays) laidout on the Estate from time to time and available for passage, access and parking.3The taking of all appropriate steps to clean and maintain on a regular basis the Estate.4The provision and operation of means of collection, storage, compaction and disposal of refuse and rubbish (including litter and pestcontrol) arising or occurring on the Estate.5The provision of suitable landscaping and planting and to keep such parts of the Estate as are laid out with landscaping and plantingfrom time to time in good order and condition and properly tended, maintained, cultivated and planted including where appropriate ornecessary replanting.6The maintenance and keeping in good repair and working condition efficient fire and smoke detection, fire preventative and firefightingequipment for the Estate (including sprinklers, hydrants, 11/46486557_560UKMATTERS:45919740.1 hosereels, extinguishers, fire alarms, fire escapes and fire escape routes and general means of escape) all in compliance withstatutory requirements the requirements of the Chief Fire Officer and any other competent statutory or other authorities underwritersand insurers.7The effecting, maintaining and renewing of: (a)such insurance on such terms and in such amount as shall be reasonably determined by the Landlord against anyliabilities which the Landlord or any of the owners of other buildings on the Estate may incur to third parties on account ofthe condition of the Estate or any part thereof; and (b)such other insurance in connection with the Estate as the Landlord may reasonably determine.8The provision of any water, fuel, oil, gas, electricity and other energy supplies as may be required for use in running or operating anyof the Services to the Estate except such as are for the exclusive use of a particular tenant or tenants including (if the Landlordreasonably considers it necessary or appropriate) standby power generators and plant.9The inspection and maintenance of the Estate.10The lighting to an adequate and sufficient standard throughout such periods of the day and night as may be requisite all parts of theEstate to which access is available in fact or by right and the heating, cooling and ventilation as necessary of the underground partsof the Estate.11As often as may be necessary the erection, placing, renewal and replacement in suitable locations on the Estate such directionsigns, notices, artwork, sculptures, seats/benches, public toilets and other fixtures, fittings and chattels as are in the interests ofgood estate management appropriate for the enjoyment or better enjoyment of those parts of the Estate to which the public haveaccess in common with the owners of the buildings on the Estate or persons authorised by them provided that no addition will bemade which would result in a material adverse change to the nature or quality of the Estate.12The maintenance, repair and renewal of such special highway finishes on land immediately adjacent to the Estate or any part thereofas exist at the date hereof until such time as such land and finishes are dedicated to the relevant highway authority and the highwayauthority assumes responsibility for the maintenance of the same.13The installation, cleaning maintenance, repair, insurance, reinstatement and renewal of any canopies that may exist from time to timeover any part of the Estate.14The provision of other services and benefits which the Landlord properly considers to be in the interest of good estate managementgenerally for the Estate as a whole including without prejudice to the generality of the foregoing holding private functions andentertainments and/or events for general or public benefit.15Making (and as appropriate from time to time replacing) and enforcing reasonable regulations for the management operation andcontrol of the Estate as a whole and entering into agreements deeds or other arrangements with tenants or users of the Estate or anypart or parts thereof and adjoining or neighbouring owners for the purpose of performing any of the Services.Any reference in Part II of this Schedule to renewal includes renewal, in accordance with the principles of good estate management,of the relevant part of the Estate which is beyond its natural life or deemed by the Landlord (acting reasonably) to be of insufficientquality to maintain standards in keeping with the remainder of the Estate, even though such item is not malfunctioning or in a state ofdisrepair. 11/46486557_561UKMATTERS:45919740.1 Part IIIIncidental costs and expenses to be included in the Service Cost1The proper cost of fuel, oil, gas and electricity or other energy supplies or power sources from time to time used in running oroperating any of the Services.2All existing and future rates, taxes, assessments, charges and outgoings of whatsoever nature payable in respect of the Building orany part thereof (including general and water rates and in respect of the Common Facilities and Communal Areas) other than: (a)rates and other outgoings payable in respect of: (i)the Premises; and/or (ii)other premises within the Building as are from time to time let or intended to be let but not then let; (b)any tax payable or assessed as a result of any dealing with (including any actual or deemed disposal of) any reversionimmediately or mediately expectant on this Lease; and/or (c)any tax payable or assessed in respect of the Rents or other payments reserved or payable hereunder; and/or (d)any future property ownership tax or assessment in respect of any reversionary interest in the Premises; and/or (e)any tax payable or assessed on the Landlord in respect of or arising out of or relating to the grant of this Lease.3All reasonable and proper costs, fees, expenses and other outgoings incurred in connection with: (a)the employment or engagement of such independent contractors, agents, consultants, professional advisers or otherpersonnel as are reasonably necessary in connection with the provision or carrying out of the Services; (b)the salaries, wages, pensions and pension contributions and other emoluments and statutory employer's contributions orlevies of all persons properly employed in connection with the provision or carrying out of the Services; (c)the provision of any necessary uniforms, protective or specialist clothing, tools, appliances, plant, equipment andmaterials as may be necessary or desirable for use in connection with the provision or carrying out of the Services.4The reasonable and proper fees and disbursements of managing agents engaged by the Landlord in connection with the provision orcarrying out of the Services which shall be in line with market rates for a central London office building.5All reasonable fees and costs properly incurred in respect of keeping full and proper records and accounts of the Services andService Cost and the preparation of all necessary accounts statements and certificates in relation to the recovery of the Service Costfrom tenants of the Building.6Reasonable bank charges and interest on overdrawings for discharging items of Service Cost and the collection of the ServiceCharges after giving credit for any interest earned thereon in respect of the same Accounting Period.7Rent rates and all other outgoings in respect of accommodation properly incurred for use or occupation by the Landlord its agents,servants, employees, workmen or other persons employed directly in connection with the provisions and carrying out of the ServicesPROVIDED THAT: 11/46486557_562UKMATTERS:45919740.1 (a)where such accommodation is within the Building or on other premises owned by the Landlord and no rent is paid to theLandlord the Landlord shall be entitled to include in the Service Cost an amount equal to market rent of suchaccommodation as properly and reasonably determined annually by the Landlord's Surveyor; and (b)where such accommodation is not used exclusively for the provision and carrying out of the Services a fair andreasonable proportion of such rent or deemed rent shall be allocated to the Service Cost.8All proper and reasonable legal and other professional fees and disbursements properly incurred by the Landlord in connection withthe enforcement of any contract or agreement entered into by or on behalf of the Landlord with any third party in connection with theprovision or carrying out of the Services.9The reasonable and proper cost of any maintenance or service agreements or insurance contracts in respect of any of the plant,equipment, services or facilities used in connection with the Services.10The supply of requisites to the lavatories comprised in the Common Facilities and such other facilities in the Common Facilities.11The reasonable and proper cost of taking steps to comply with or making representations concerning the requirements of anystatutes, by-laws and other regulations affecting the Building.12The payment of all VAT properly payable on any item of expenditure in connection with the provision or carrying out of the Services tothe extent that it is not otherwise recoverable by the Landlord.13The cost of making up any amount properly deducted by the insurers pursuant to any excess provisions contained in any insurancepolicy of the Building.14Any other proper and reasonable expense properly incurred by the Landlord or its managing agents or other provider of the Servicesattributable to the provision supervision and management of the Services or the improvement from time to time of the standardthereof as shall be reasonably considered advisable or necessary not otherwise specifically mentioned in the Schedule.15A fair and reasonable proportion of the Energy Levy which is attributable on a fair and reasonable basis to the Common Facilitieswhich proportion shall be based on a comparison of the energy supplied to the Common Facilities with the energy supplied to theBuildingPROVIDED ALWAYS that: (a)where in this Schedule there are references to matters or things which are then stated to include certain particularmatters or things which are not also stated to be without prejudice to the generality of the wording preceding itnevertheless the reference to the particular matters or things shall be deemed to be and in each case shall be withoutprejudice to the generality of the wording preceding it; (b)the Landlord may temporarily withdraw any item of service matter or thing specified in this Schedule if such withdrawal isin the interest of good estate management provided that the use and enjoyment of the Premises is not thereby impairedin any material respect; (c)the Landlord shall have the right (provided that the occupation and use of the Premises is not materially adverselyaffected) to cease or to procure the cessation of the provision of or add to or procure the addition to any item of Servicesmatter or thing specified in this Schedule if the Landlord in its reasonable discretion shall deem it desirable or expedient 11/46486557_563UKMATTERS:45919740.1 to do so but in reaching such decision the Landlord is to have regard to the principles of good estate management andthe interests of the tenants in the Building; (d)any parts of the Building occupied by the Landlord for any purpose otherwise than in connection with or incidental to theprovision of the Services shall be deemed to be premises "let or intended to be let" for the purposes of this Schedule; (e)the Landlord shall credit to the Service Cost any cost or expense to the extent to which the Landlord is paid orreimbursed by any person in connection with the maintenance and repair of the Building including but not necessarilylimited to the cost of any item for which the Landlord is paid or reimbursed by insurance proceeds warranties servicecontracts or otherwise; (f)the Service Cost and the Service Charge shall not include: (i)costs and expenses attributable to any part or parts of the Building or the Estate let or intended to be let toany other tenant or occupier (other than management accommodation which for the avoidance of doubtshall not include marketing suites temporarily located in parts of the Building or the Estate intended to belet) which are not so let or occupied nor the costs in respect of collection of rents and Service Charge orarrears and Service Charge or review of principal yearly rents in respect of such parts of the Building andsuch costs and expenses shall be borne and be payable by the Landlord; (ii)any costs and expenses attributable in any way whatsoever to the initial construction of the Building(including landscaping and the Foundations and Services) and the Estate, the Base Building Definition andthe initial installation of the Landlord's Services Equipment and the Services Conduits and Appliances; (iii)any fees, costs and commissions of whatsoever nature incurred in procuring or attempting to procure othertenants for the Building; (iv)the costs of remedying any disrepair, damage or destruction caused by any of the Insured Risks or by anUninsured Risk to the Building or the Estate; (v)any costs in connection with enforcing covenants in any other lease of any part of the Building on theEstate; (vi)any sums payable by the Landlord in relation to any of its charges or indebtedness or financing; (vii)the costs of commissions and charges in respect of collecting of principal rents, service charges andelectricity cost and Outside Normal Business Hours charge and of reviewing rents payable by other tenantsof the Building; (viii)costs of CIL and any costs associated with CIL; (ix)costs associated with Historic Contamination; (x)costs attributed to the Developer's Works (as defined in the Agreement for Lease); (xi)costs which would otherwise form part of the Service Costs but which are directly recoverable in full fromany third party occupier in the Estate; 11/46486557_564UKMATTERS:45919740.1 (xii)costs incurred in connection with applications to assign, sublet or alter in respect of any lease or otheroccupational document relating to the Building other than in relation to the Premises; (xiii)costs in respect of any voids or vacant area in the Building which are available to let and/or intended forletting; (xiv)future redevelopment costs; (xv)costs associated with any breach of the Landlord of its obligations to repair and maintain the Estate and theBuilding in accordance with its obligations in this Lease; and (xvi)any amounts recovered from a third party contractor or professional employed by the Landlord or itspredecessors in title in relation to the construction, modification or improvement of the Building on theEstate (less reasonable and proper costs incurred by the Landlord in making such recovery); 11/46486557_565UKMATTERS:45919740.1 SEVENTH SCHEDULESurety's Covenant1The Surety hereby covenants with the Landlord as a primary obligation that: (a)the Tenant will pay the rents reserved by this Lease on the days and in manner aforesaid and will duly perform andobserve all the Tenant's covenants contained in this Lease and that in case of default the Surety will pay and make goodto the Landlord on demand all loss, damages, costs and expenses thereby arising or incurred by the Landlord; (b)the Surety will (to the extent properly required by the Landlord in accordance with the terms of this Lease) enter into anyfurther lease granted by the Landlord to the Tenant whether pursuant to the Landlord and Tenant Act 194 or otherwise toguarantee the obligations of the Tenant under such lease such guarantee to be in terms identical (mutatis mutandis) tothe terms of this guarantee or in such other terms as may be required by the Landlord; (c)in the event that a liquidator or trustee in bankruptcy shall disclaim this Lease the Surety shall if the Landlord so requiresby notice in writing given to the Surety within three months after such event take a new lease of the Premises for theresidue of the term unexpired at the date of such event and at the rents then payable and subject to the terms of thisLease in every respect and to execute and deliver to the Landlord a counterpart thereof and to pay to the Landlord thereasonable costs thereof; (d)in the event that the Landlord shall not require the Surety to take up a lease in accordance with the provisions ofparagraph 1(b) hereof following the disclaimer of this Lease then the Surety shall pay to the Landlord a capital sum in theamount of the Rents that would have otherwise have been payable under this Lease for the period of 6 months from thedate of such disclaimer; (e)for the purposes of paragraph (b): (i)the new lease shall: (A)be completed within 4 weeks after the date when the Landlord notifies the requirement to theSurety; and (B)take effect from the date of forfeiture, subject to any third party rights of vesting andpossession; and (ii)the contractual term of the new lease shall expire when the Contractual Term would have expired but for thedisclaimer.2PROVIDED ALWAYS THAT IT IS HEREBY AGREED THAT:2.1The Surety shall not be released or discharged in any way from its obligations under this Lease by: (a)any neglect or forbearance of the Landlord in endeavouring to obtain payment of the Rents when the same becomepayable or to enforce performance or observance of the Tenant's covenants herein and any time which may be given bythe Landlord to the Tenant; (b)any variation of the terms of this Lease with the Surety's consent; (c)the transfer of the Landlord's reversionary interest immediately expectant on the determination of this Lease; 11/46486557_566UKMATTERS:45919740.1 (d)any refusal by the Landlord to accept rent tendered by or on behalf of the Tenant at a time when the Landlord wasentitled to re-enter the Premises; (e)any legal limitation and/or incapacity of the Tenant and/or any change in the constitution or powers of the Tenant theSurety or the Landlord; (f)any liquidation, administration or bankruptcy of the Tenant or the Surety; or (g)any other act, omission, matter or thing whatsoever whereby but for this provision the Surety would be released (otherthan a release of the Surety by Deed entered into by the Landlord).2.2The Surety shall not be entitled to participate in or be subrogated to any security held by the Landlord in respect of the Tenant'sobligations or otherwise to stand in the place of the Landlord in respect of any such security.2.3The Surety hereby waives any right to require the Landlord to pursue against the Tenant any rights which may be available to theLandlord before proceeding against the Surety.2.4The Surety abandons and waives any right it may have at any time under the law whether existing or future (whether by virtue of thedroit de discussion or division or otherwise) to require that: (a)the Landlord, before enforcing this Lease or any right, interest or obligation under this Lease, takes any action, exercisesany recourse or seeks a declaration of bankruptcy against the Tenant or any other person, makes any claim in abankruptcy, liquidation, administration or insolvency of the Tenant or any other person or enforces or seeks to enforceany other right, claim, remedy or recourse against the Tenant or any other person; (b)the Landlord, in order to preserve any of its rights against the Surety joins the Surety as a party to any proceedingsagainst the Tenant or any other person or the Tenant or any other person as a party to any proceedings against theSurety or takes any other procedural steps or observes any other formalities; or (c)the Landlord divides or apportions the liability of the Surety under this Lease with any other person or such liability isreduced in any manner. 11/46486557_567UKMATTERS:45919740.1 EIGHTH SCHEDULEForm of authorised guarantee agreement AUTHORISED GUARANTEE AGREEMENT DATE: ……………………………………… PARTIES (1)[ ] whose registered office is at/of [ ] [(Co. Regn. No. )] (the"Landlord"); and (2)[ ] whose registered office is at/of [ ]1 [(Co. Regn. No. )] (the "ExistingTenant"); and (3)[[ ] whose registered office is at/of [ ]2 [(Co. Regn. No. )] (the "ExistingTenant's Guarantor")] BACKGROUND (A)This agreement is supplemental and collateral to the Lease. (B)The Landlord is entitled to the immediate reversion to the Lease. (C)The residue of the term granted by the Lease is vested in the Existing Tenant. (D)The Existing Tenant intends to assign the Lease and in accordance with the provisions of the Lease has agreed to enter into anauthorised guarantee agreement with the Landlord. (E)[Under the Lease the Tenant's obligations are guaranteed by the Existing Tenant's Guarantor.] IT IS AGREED AS FOLLOWS:1.DEFINITIONS AND INTERPRETATIONIn this agreement:1.1the following expressions have the respective specified meanings:"Assignee" the person or persons defined as assignee in the Licence to Assign;"Assignment" means the assignment authorised by the Licence to Assign, which for the purposes of this agreement, occurs on thedate of the transfer of the Lease to the Assignee whether or not the transfer requires to be completed by registration at HM LandRegistry;"Lease" a lease of [ ] floor of 1 Finsbury Avenue, London EC2 dated [date] and made between (1) B.L.C.T. (PHC 15A)Limited, (2) Mimecast Services Limited and (3) Mimecast Limited, and includes all documents collateral to it including this agreement;"Licence to Assign" a licence to assign the Lease dated the date hereof and made between [parties];"Tenant's obligations" has the same meaning as is given by the 1995 Act to the expression "tenant covenants" and applies in relationto the tenancy created by the Lease; and"1995 Act" means the Landlord and Tenant (Covenants) Act 1995; 1 If a foreign company, include an address for service in the UK and specify that it is such an address.2 If a foreign company, include an address for service in the UK and specify that it is such an address. 11/46486557_568UKMATTERS:45919740.1 1.2where a party comprises more than one person, that party's obligations take effect jointly and severally; and1.3references to any clause are to the corresponding clause in this agreement and the headings do not affect the construction orinterpretation of this agreement.2.AUTHORISED GUARANTEE AGREEMENTThis authorised guarantee agreement is entered into by the Existing Tenant in consideration of the Landlord's entering into the Licenceto Assign and, accordingly, the Existing Tenant as a principal obligor agrees with the Landlord that:2.1GuaranteeThe Existing Tenant's obligations will be complied with by the Assignee and, to the extent they are not, the Existing Tenant will complywith them and will indemnify the Landlord against any loss it suffers as a result of any non-compliance, without deduction or set-off.2.2Preservation of the guaranteeThe Existing Tenant's obligations under this clause are not affected by: 2.2.1any delay or other indulgence, compromise or neglect in enforcing the Tenant's obligations or any refusal by the Landlord toaccept tendered rent; 2.2.2any partial surrender of the Lease (and the Existing Tenant's liability shall continue but only in respect of the continuingTenant's obligations); 2.2.3without prejudice to clause 2.4, any disclaimer of the Assignee's liability under the Lease; 2.2.4any legal limitation, immunity, incapacity, insolvency or the winding-up of the Assignee (or, if the Assignee is more thanone person, of any such person) or by the Assignee (or any such person) otherwise ceasing to exist; 2.2.5any act or omission in connection with any right or remedy against the Assignee or with any other security which theLandlord holds at any time for the Tenant's obligations or in connection with re-letting the Premises; 2.2.6any other act or omission which, but for this provision, would have released the Existing Tenant from liability,or any combination of any such matters and, subject as provided in section 18 of the 1995 Act, the Existing Tenant's obligations are notreleased by, but shall be construed so as to require compliance with, the terms of any consent or approval by the Landlord or of anyvariation or waiver of any of the Tenant's obligations and the Existing Tenant shall, if the Landlord requests, join in any such consent,approval, variation or waiver in order to acknowledge and confirm that requirement.2.3Subrogation rights, etc.The Existing Tenant: 2.3.1may not participate in, or exercise any right of subrogation in respect of, any security which the Landlord holds at any timefor the Tenant's obligations; 2.3.2will unconditionally waive any right of contribution by the Assignee towards the Existing Tenant's liability under this clause,to the extent the waiver is requisite for preserving that liability; 2.3.3acknowledges that the Existing Tenant's obligations under this clause are and shall remain additional to and separate fromany other security which the Landlord holds at any time for the Tenant's obligations and shall be complied with irrespectiveof any such other security; 2.3.4shall not: (A)claim in competition with the Landlord in any proceedings or any type of arrangement in connection with theAssignee’s insolvency; or (B)exercise any other right or remedy against the Assignee whether insolvent or not,in respect of any performance of the Existing Tenant's obligations under this clause unless and until all of those obligationsare fully performed (and, if, notwithstanding, the Existing Tenant does receive any money pursuant to any such claim, rightor remedy, it shall hold the money on trust for the Landlord until those obligations are fully performed); and 11/46486557_569UKMATTERS:45919740.1 2.3.5warrants that it has not taken and agrees that it will not take any security over the Assignee's assets for any liability owedto the Existing Tenant (and, if, notwithstanding, the Existing Tenant does receive any such security, it shall hold thesecurity on trust for the Landlord until the Existing Tenant's obligations under this clause are fully performed).2.4Disclaimer, etc. 2.4.1If the Assignee’s liability under the Lease is disclaimed, the Landlord may require the Existing Tenant to accept (and, if so,the Existing Tenant will accept) a new lease of the Premises on and giving effect to the same terms, and containing thesame agreements, as the Lease except this clause (and, where any such term applies as at a particular date or period, asat the same date or period), and as the terms had effect immediately before the disclaimer such that the obligations of thenew lease are no more onerous than the Tenant's obligations, subject as provided in clause 2.4.2. 2.4.2For the purposes of clause 2.4.1: (A)the Landlord's requirement must be notified to the Existing Tenant within six months after the date of theLandlord's receipt of notice of the disclaimer; (B)the new lease shall: (1)be granted in all respects at the Existing Tenant's cost; (2)be completed within four weeks after the date when the Landlord notifies the requirement to theExisting Tenant; and (3)take effect from the date of disclaimer, subject to any third party rights of vesting and possession;and (C)the contractual term of the new lease shall expire when the Term would have expired but for the disclaimer. 2.4.3In the event that the Landlord shall not require the Existing Tenant to take up a new lease of the Premises following thedisclaimer of the Lease then the Tenant will continue to pay to the Landlord the rents reserved by the Lease for a period ofsix months from the date of disclaimer or until the date the Premises are re-let, whichever first occurs. 3.[AGA GUARANTEEIn consideration of the Landlord entering into the Licence to Assign, the Existing Tenant's Guarantor as a principal obligor agrees withthe Landlord, with effect from the Assignment, that:3.1GuaranteeUntil the date when the Existing Tenant is released by the 1995 Act from the guarantee and supplementary provisions in clause 2(referred to in this clause as the "Authorised Guarantee Agreement") the Existing Tenant will comply with the Authorised GuaranteeAgreement and, to the extent the Existing Tenant does not, the Existing Tenant's Guarantor will comply with them and will indemnify theLandlord against any loss it suffers as a result of any non-compliance, without deduction or set-off.3.2Preservation of the guaranteeThe Existing Tenant's Guarantor's obligations under this clause are not affected by: 3.2.1any delay or other indulgence, compromise or neglect in enforcing the Authorised Guarantee Agreement; 3.2.2any partial surrender of the Lease (and the Existing Tenant's Guarantor's liability shall continue but only in respect of thecontinuing Authorised Guarantee Agreement); 3.2.3without prejudice to clause 3.4, any disclaimer of the Authorised Guarantee Agreement; 3.2.4any legal limitation, immunity, incapacity, insolvency or the winding-up of the Existing Tenant (or, if the Existing Tenant ismore than one person, of any such person) or by the Existing Tenant (or any such person) otherwise ceasing to exist; 3.2.5any act or omission in connection with any right or remedy against the Existing Tenant or with any security which theLandlord holds at any time for the Tenant's obligations or in connection with re-letting the Premises; 11/46486557_570UKMATTERS:45919740.1 3.2.6any other act or omission which, but for this provision, would have released the Existing Tenant's Guarantor from liability,or any combination of any such matters and, subject as provided in section 18 of the 1995 Act, the Existing Tenant's Guarantor'sobligations in connection with the Authorised Guarantee Agreement are not released by, but shall be construed so as to requirecompliance (through the Authorised Guarantee Agreement) with, the terms of any consent or approval by the Landlord or of anyvariation or waiver of any of the Tenant's obligations and the Existing Tenant's Guarantor shall, if the Landlord requests, join in any suchconsent, approval, variation or waiver in order to acknowledge and confirm that requirement.3.3Subrogation rights, etc.The Existing Tenant's Guarantor: 3.3.1may not participate in, or exercise any right of subrogation in respect of any security which the Landlord holds at any timefor the Tenant's obligations; 3.3.2will unconditionally waive any right of contribution by the Existing Tenant towards the Existing Tenant's Guarantor's liabilityunder this clause, to the extent the waiver is requisite for preserving that liability; 3.3.3acknowledges that the Existing Tenant's Guarantor's obligations under this clause are and shall remain additional to andseparate from any other security which the Landlord holds at any time for the Tenant's obligations and shall be compliedwith irrespective of any such other security; 3.3.4shall not: (A)claim in competition with the Landlord in any proceedings or any type of arrangement in connection with theinsolvency of any person who owes the Landlord liability for the Tenant's obligations; or (B)exercise any other right or remedy against any such person whether insolvent or not,in respect of any performance of the Existing Tenant's Guarantor's obligations under this clause unless and until all ofthose obligations are fully performed (and, if, notwithstanding, the Existing Tenant's Guarantor does receive any moneypursuant to any such claim, right or remedy, it shall hold the money on trust for the Landlord until those obligations are fullyperformed); and 3.3.5warrants that it has not taken and agrees that it will not take any security over the Existing Tenant's assets for any liabilityowed to the Existing Tenant's Guarantor (and, if, notwithstanding, the Existing Tenant's Guarantor does receive any suchsecurity, it shall hold the security on trust for the Landlord until the Existing Tenant's Guarantor's obligations under thisclause are fully performed).3.4Disclaimer, etc. 3.4.1If a new lease is to be granted to the Existing Tenant pursuant to clause 2.4, the Existing Tenant's Guarantor shall be aparty to it in order to guarantee compliance with the Existing Tenant's obligations under it and to accept a further leasefollowing any disclaimer or forfeiture by or against the Existing Tenant as tenant of the new lease. 3.4.2The Existing Tenant's Guarantor's obligations in clause 3.4.1 shall be on the same terms, subject to any necessarydifferences of fact, as applied to the obligations which the Existing Tenant's Guarantor had under the Lease before theAssignment. 3.4.3If the Existing Tenant fails to comply with clause 2.4.1, the Existing Tenant's Guarantor will do so by taking the new leasein its own name.4.TRANSMISSION OF GUARANTEESThe benefit of every guarantee provided for in this agreement shall:4.1be annexed and incident to the whole, and to each and every part, of the immediate reversion to the Lease; and4.2pass on an assignment of the whole or any part of that reversion. 11/46486557_571UKMATTERS:45919740.1 5.SEVERANCEIf any provision of this agreement is void or prohibited under any statutory enactment due to any applicable law, it shall be deemed tobe deleted and the remaining provisions of this agreement shall continue in force.6.GOVERNING LAW AND JURISDICTION6.1This agreement and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity,termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance withEnglish law and within the exclusive jurisdiction of the English courts, to which the parties irrevocably submit.6.2Each party irrevocably agrees that any claim form or other document to be served under the Civil Procedure Rules may be served on itby being delivered to or left at its address in the United Kingdom as stated in this document or as otherwise notified to [each] [the] otherparty and each party undertakes to notify the others in advance of any change from time to time of such address for service and tomaintain an appropriate address at all times.7.EXCLUSION OF THIRD PARTY RIGHTSThe parties confirm that no term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a personwho is not a party to it. This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it. 11/46486557_572UKMATTERS:45919740.1 EXECUTED as a DEED by MIMECAST SERVICES LIMITED………………………..acting by two directors /a(Signature of director)director and its company secretary …………………….. (Signature of director / secretary) EXECUTED as a DEED by MIMECAST LIMITED……………………………………….acting by a director(Signature of director)in the presence of: Secretary …………………………………….. (Name of witness) …………………………………….. …………………………………….. …………………………………….. …………………………………….. (Address of witness) …………………………………….. (Signature of witness) 11/46486557_573UKMATTERS:45919740.1 EXECUTED as a DEED by BLCT (PHC 15A))LIMITED, a company incorporated in Jersey, acting)byNigel Webb,being a)person(s) who, in accordance with the laws of that)territory, is/are acting under the authority of the company) ……B.L.C.T. (PHC 15A) Limited……Signature in the name of the company Signature(s):/s/ Nigel Webb Authorised Signatory /s/ IllegibleFor British Land Company Secretarial Limited EXECUTED as a DEED by MIMECAST/s/ Peter Bauer…………………………..SERVICES LIMITED acting by two(Signature of director)directors /a director and its company secretary /s/ Rafeal Brown……………………………….. (Signature of director / secretary) Signed as a deed on behalf of MIMECAST)LIMITED, a company incorporated in Jersey,)byPeter Bauer,being a)person who, in accordance with the laws of that)territory, is acting under the authority of the company) Signature(s): /s/ Peter Bauer______________________ Authorised Signatory 11/46486557_574UKMATTERS:45919740.1 Exhibit 21.1Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Mimecast UK 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 & WalesMimecast Germany GmbHMimecast Israel Ltd.Simply Migrate Ltd.Solebit LABS Inc. GermanyIsraelEngland & WalesDelaware Exhibit 23.1Consent 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, (2)Registration Statement (Form F-3 No. 333-215642) of Mimecast Limited, and (3)Registration Statement (Form S-8 No. 333-218286 and Form S-8 No. 333-225260) pertaining to the Mimecast Limited 2015 Share Option andIncentive Plan;of our reports dated May 29, 2019, with respect to the consolidated financial statements of Mimecast Limited and the effectiveness of internal control overfinancial reporting of Mimecast Limited included in this Annual Report (Form 10-K) of Mimecast Limited for the year ended March 31, 2019. /s/ Ernst & Young LLPBoston, MassachusettsMay 29, 2019 Exhibit 31.1CERTIFICATION PURSUANT TORULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Peter Bauer, certify that:1.I have reviewed this Annual Report on Form 10-K of Mimecast Limited;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 thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the 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 registrant's internal control over financial reporting that occurred during the registrant's most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant'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 arereasonably likely to adversely affect the registrant'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 registrant's internalcontrol over financial reporting. Date: May 29, 2019 By:/s/ Peter Bauer Peter Bauer Chief Executive Officer Exhibit 31.2CERTIFICATION PURSUANT TORULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Rafeal Brown, certify that:1.I have reviewed this Annual Report on Form 10-K of Mimecast Limited;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 thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the 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 registrant's internal control over financial reporting that occurred during the registrant's most recentfiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant’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 arereasonably likely to adversely affect the registrant'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 registrant's internalcontrol over financial reporting. Date: May 29, 2019 By:/s/ Rafeal Brown Rafeal Brown Chief Financial Officer Exhibit 32.1CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report on Form 10-K of Mimecast Limited (the “Company”) for the year ended March 31, 2019, as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, Peter Bauer, Chief Executive Officer of the Company, certify to the best of myknowledge on the date hereof, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (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 result of operations of theCompany. Date: May 29, 2019 By:/s/ Peter Bauer Peter Bauer Chief Executive Officer Exhibit 32.2CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report on Form 10-K of Mimecast Limited (the “Company”) for the year ended March 31, 2019, as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, Rafeal Brown, Chief Financial Officer of the Company, certify to the best of myknowledge on the date hereof, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (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 result of operations of theCompany. Date: May 29, 2019 By:/s/ Rafeal Brown Rafeal Brown Chief Financial Officer
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