FIRST AMENDMENT TO SUBLEASE (EXTENSION)

Exhibit 10.15

FIRST AMENDMENT TO SUBLEASE (EXTENSION)

THIS FIRST AMENDMENT TO SUBLEASE ("First Amendment") is made and entered into effective as of November 18, 2022 (the “Effective Date”), by and between DROPBOX, INC., a Delaware corporation ("Sublandlord"), and LYFT, INC., a Delaware corporation (“Subtenant”).

R E C I T A L S :

A.    Sublandlord and Subtenant entered into to that certain Sublease dated February 23, 2016 (the “Sublease”), with respect to the subleasing of certain premises containing approximately 110,654 RSF consisting of: (I) Suite 3400 (the “Suite 3400 Premises”) on the 3rd floor of the “Wharfside Building” located at 000 Xxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx containing approximately 24,607 RSF, and (II) Suite 5000 (the “Suite 5000 Premises”), comprising the entire 5th floor of the Wharfside Building, containing approximately 86,047 RSF (collectively, the “Subleased Premises”).

B.    The Sublease is scheduled to expire by its terms as of January 31, 2023.

C.    Subtenant has entered into a direct lease with Master Landlord with respect to the Suite 3400 Premises which is scheduled to commence on March 1, 2023.

D.    Subtenant and Sublandlord desire to extend the Term of the Sublease for the month of February 2023 solely with respect to the Suite 3400 Premises as provided herein.

A G R E E M E N T :

NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein by reference and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublandlord and Subtenant hereby agree as follows:

1.    Capitalized Terms. All undefined capitalized terms when used herein shall have the same respective meanings as are given such terms in the Sublease, unless expressly provided otherwise in this First Amendment.

2.    Extension. The Term of the Sublease solely with respect to the Suite 3400 Premises is hereby extended for a period (the “Extended Term”) commencing as of February 1, 2023 (the “Extension Commencement Date”) and expiring as of February 28, 2023. During the Extended Term, Subtenant will pay as Base Rent for the Suite 3400 Premises, the sum of $90.75 per RSF per annum ($186,090.44) and will pay all other Additional Rent as described in the Sublease with respect to the Suite 3400 Premises. On and after the Extension Commencement Date, (i) all references in the Sublease to the “Subleased Premises” shall refer to the Suite 3400 Premises only, (ii) the “Rentable Floor Area of the Subleased Premises” shall be reduced from 110,654 RSF to 24,607 RSF, (iii) Subtenant’s Percentage Share shall be reduced to 22.24%, and (iv) the number of parking spaces allocated to Subtenant pursuant to Section 18 of the Sublease shall be reduced to six (6) parking spaces. The Term of the Sublease with respect to the Suite 5000 Premises shall expire on January 31, 2023, and Subtenant shall surrender the Suite 5000 Premises to Sublandlord on said date with the restoration work specified hereinbelow having been completed and otherwise in accordance with the terms and conditions of the Sublease.

3.    Restoration. Notwithstanding any contrary provision of the Sublease, Subtenant hereby agrees that, in addition to any restoration or repair obligation of Subtenant set forth in the Sublease, Subtenant shall, at its sole cost and expense, be solely responsible for performing the restoration or repair obligations with respect to the Suite 5000 Premises, which shall be limited to the work specified in the document entitled Lyft Channel 5 Demo Permit Drawings (Permit #2022-0927-3187) attached hereto as Exhibit A (the “Subtenant Suite 5000 Restoration Work”); provided, however, that Sublandlord agrees that Subtenant shall not be required to remove any communications, computer tele/data cabling, AV lines or racks located in the Suite 5000 Premises (collectively, the “Cabling Removal Work”). Master Landlord, by signing this First Amendment below or pursuant to a separate written consent, hereby agrees that Sublandlord’s restoration or repair obligations with respect to the Suite 5000 Premises shall be limited to the Subtenant Suite 5000 Restoration Work (with the exception of the Cabling Removal Work which shall remain Sublandlord’s responsibility) and agrees that Sublandlord will have no obligation to perform (or pay for) the restoration, repair or removal of any improvements located in the Suite 5000 Premises as of the expiration of the Master Lease other than the Cabling Removal Work. Further, as a consequence of Master Landlord and Subtenant having entered into a direct lease with respect to the Suite 3400 Premises, Master Landlord agrees that Sublandlord is relieved of any restoration or repair obligation with respect to the Suite 3400 Premises, and Subtenant shall be responsible for any restoration or repair obligation with respect to the Suite 3400 Premises as may be set forth in such direct lease. Moreover, Xxxxxxxxxxx agrees that Subtenant is relieved of any restoration or repair obligation with respect to the Suite 3400 Premises pursuant to the terms of the Sublease.

807676.01/WLA 888888-00912/11.10.22/ejs/ejs
SUBLEASE EXTENSION AMENDMENT China Basin Landing [Dropbox/Lyft]

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4.    Furniture. On or prior to the expiration of the Sublease with respect to the Suite 5000 Premises on January 31, 2023, Subtenant shall remove all of the Furniture from the Suite 5000 Premises in accordance with the terms of Section 23.2 of the Sublease, and Subtenant shall surrender the Suite 5000 Premises vacant and in broom-clean condition with the Subtenant Suite 5000 Restoration Work completed.

5.    No Other Modifications. Except as set forth in this First Amendment the terms of the Sublease shall remain unmodified and in full force and effect.

6.    Counterparts. This First Amendment may be executed in counterparts, including both counterparts that are executed on paper and counterparts that are in the form of electronic records and are executed electronically. An electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. The parties hereby acknowledge and agree that electronic records and electronic signatures, as well as facsimile signatures, may be used in connection with the execution of this First Amendment and electronic signatures, facsimile signatures or signatures transmitted by electronic mail in so-called pdf format shall be legal and binding and shall have the same full force and effect as if a paper original of this First Amendment had been delivered and had been signed using a handwritten signature. Sublandlord and Subtenant (i) agree that an electronic signature, whether digital or encrypted, of a party to this First Amendment is intended to authenticate this writing and to have the same force and effect as a manual signature, (ii) intended to be bound by the signatures (whether original, faxed or electronic) on any document sent or delivered by facsimile or electronic mail, or other electronic means, (iii) are aware that the other party will rely on such signatures, and (iv) hereby waive any defenses to the enforcement of the terms of this First Amendment based on the foregoing forms of signature. If this First Amendment has been executed by electronic signature, all parties executing this document are expressly consenting under the Electronic Signatures in Global and National Commerce Act (“E-SIGN”) and Uniform Electronic Transactions Act (“UETA”), that a signature by fax, email or other electronic means shall constitute an Electronic Signature to an Electronic Record under both E-SIGN and UETA with respect to this specific transaction.

7.    Miscellaneous.

    (a)    This First Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.

    (b)    In the case of any inconsistency between the provisions of the Sublease and this First Amendment, the provisions of this First Amendment shall govern and control.

    (c)    Subtenant hereby represents to Sublandlord that Subtenant has dealt with no broker in connection with this First Amendment. Subtenant agrees to defend, indemnify and hold Sublandlord harmless from all claims of any brokers claiming to have represented Subtenant in connection with this First Amendment. Sublandlord hereby represents to Subtenant that Xxxxxxxxxxx has dealt with no broker in connection with this First Amendment other than CBRE, Inc. Xxxxxxxxxxx agrees to indemnify and hold Subtenant harmless from all claims of any brokers claiming to have represented Sublandlord in connection with this First Amendment.

    (d)    Subtenant hereby covenants and warrants that (i) Subtenant is in good standing under the laws of the States of California and Delaware, (ii) Subtenant has full corporate power and authority to enter into this First Amendment and to perform all Subtenant’s obligations under the Sublease, as amended by this First Amendment, and (iii) each person signing this First Amendment on behalf of Subtenant is duly and validly authorized to do so. Sublandlord hereby covenants and warrants that (x) Sublandlord is in good standing under the laws of the States of California and Delaware, (y) Sublandlord has full corporate power and authority to enter into this First Amendment and to perform all Sublandlord’s obligations under the Sublease, as amended by this First Amendment, and (z) each person signing this First Amendment on behalf of Sublandlord is duly and validly authorized to do so.

807676.01/WLA 888888-00912/11-11-22/ejs/ejs -2-
SUBLEASE EXTENSION AMENDMENT China Basin Landing [Dropbox/Lyft]

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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the Effective Date.

"Sublandlord":

DROPBOX, INC.,

a Delaware corporation

By: /s/ Xxx Xxxxx    

Name: Xxx Xxxxx

Its: CFO

“Subtenant”:

LYFT, INC.,

a Delaware corporation

By: /s/ Xxxxxx Xxxxxxxxx    

Xxxxxx Xxxxxxxxx
VP, Real Estate Development, Operations & EHS

Xxxxxxxx, signing below hereby consent to the amendment of the Sublease as set forth herein, and expressly consents to and agrees with the provisions of Section 3 above.

"Landlord":

SPF CHINA BASIN HOLDINGS, LLC,

a Delaware limited liability company

By:    SPF China Basin Acquisition, LLC,
a Delaware limited liability company
Managing Member

By:    Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank, N.A.,
Sole Member

By:    JPMorgan Chase Bank, N.A.,
Trustee

By:    /s/ Xxxxx Xxxxxxxxx    

Name: Xxxxx Xxxxxxxxx

Title: Executive Director

807676.01/WLA 888888-00912/11-11-22/ejs/ejs -3-
SUBLEASE EXTENSION AMENDMENT China Basin Landing [Dropbox/Lyft]

08274\001\9305170.v4

EXHIBIT A

Subtenant Suite 5000 Restoration Work

807676.01/WLA 888888-00912/11-11-22/ejs/ejs -4-
SUBLEASE EXTENSION AMENDMENT China Basin Landing [Dropbox/Lyft]

08274\001\9305170.v4

807676.01/WLA 888888-00912/11-11-22/ejs/ejs -5-
SUBLEASE EXTENSION AMENDMENT China Basin Landing [Dropbox/Lyft]

08274\001\9305170.v4

807676.01/WLA 888888-00912/11-11-22/ejs/ejs -6-
SUBLEASE EXTENSION AMENDMENT China Basin Landing [Dropbox/Lyft]

08274\001\9305170.v4

807676.01/WLA 888888-00912/11-11-22/ejs/ejs -7-
SUBLEASE EXTENSION AMENDMENT China Basin Landing [Dropbox/Lyft]

08274\001\9305170.v4