Common use of Landlord’s Work Clause in Contracts

Landlord’s Work. (A) Landlord, at its sole cost and expense, shall perform Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.

Landlord’s Work. (A) Landlord, at its sole cost and expense, shall perform Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (xa) Landlord shall not repair and maintain or cause to be subject to repaired and maintained the Common Areas of the Center, the roofs (structural portions only), exterior walls and other structural portions of the Buildings, any liability for demising walls between Tenant's portion of the Phase II Building and the retail portion of the Phase II Building (other than painting, minor surface damage and other cosmetic matters affecting only Tenant's side of any such failuredemising walls), and (y) the Leaseany building systems that serve, as modified by this Agreementin common, shall remain in full force and effect without extension both Tenant's portion of the Term with respect Phase II Building and the retail portion of the Phase II Building. The cost of all work performed by Landlord under this Section 12.1 shall be an Operating Expense hereunder, except to the 20th Floor Premises extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expense not includible as an Operating Expense under Section 9.2 hereof, or 21st Floor Premises and(iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates release set forth in Exhibit C-1 Section 14.4 hereof). Tenant knowingly and C-2 hereof setting forth voluntarily waives the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and right to make repairs at Landlord's expense, except to the extent necessary expressly set forth in Section 12.1(b), or to correspond offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on any of the actual 20th Buildings under Section 12.1(a) and 21st Floor Premises Commencement Datesuch failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, as applicable. The foregoing notwithstandingif such repairs or maintenance cannot reasonably be performed within such 30-day period, (1) then if the 20th Landlord fails to commence performance within such 30-day period and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided thereafter to pursue such delay is not due performance diligently to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter definedcompletion), then once the 20th and 21st Floor Commencement Date actually occursexcept as otherwise expressly excluded herein, Tenant shall receive an abatement have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of Fixed Annual Rent with respect the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease. Moreover, under no circumstances shall this Section 12.1(b) authorize Tenant to perform any of Landlord's repairs or maintenance obligations (x) in the Phase II Building, except to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until extent the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay conditions requiring repair or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute maintenance affect only Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) 's portion of the New York Real Property LawPhase II Building and not the retail portion of the Phase II Building, or (y) in the Common Areas of the Property.

Landlord’s Work. (A) Landlord, at its sole cost and expense, shall perform Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (xa) Landlord shall not repair and maintain or cause to be subject to any liability for such failurerepaired and maintained the roof (structural portions only), exterior walls and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension other structural portions of the Term with respect Building. The cost of all work performed by Landlord under this Section 12.1 shall be an Operating Expense hereunder, except to the 20th Floor Premises or 21st Floor Premises and, subject extent such work (i) is required due to the provisions negligence of sub-paragraph Landlord, (Cii) belowis a capital expense not includible as an Operating Expense under Section 9.2 hereof, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect or (iii) is required due to the 20th Floor Premises negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof). Tenant knowingly and 21st Floor Premises shall not commence until voluntarily waives the right to make repairs at Landlord’s Work in expense, except to the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates extent expressly set forth in Exhibit C-1 Section 12.1(b), or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord under Section 12.1(a) and C-2 hereof setting forth the rates such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of Fixed Annual Rent payable on account of the 20th Floor Premises such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and 21st Floor Premises shall be adjusted forward on a day for day basis if and thereafter to the extent necessary pursue such performance diligently to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter definedcompletion), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect have the right to the 20th Floor Premises perform such repairs or maintenance and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability reimburse Tenant for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” reasonable cost thereof within the meaning of Section 223(afifteen (15) days after written notice from Tenant of the New York Real Property Lawcompletion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. (A) A. A complex of building shells and Common Area improvements of exterior and interior design and materials as determined by Landlord substantially as shown in Exhibit A. B. If any partitions are required to separate the Leased Premises from adjacent spaces, Landlord shall install metal stud framing only, after Tenant has performed any demolition necessary to accommodate installation of said framing. Such stud framing shall extend from the floor slab of the Leased Premises to the underside of the floor or roof structure. Xxxxxx’s reimbursement to Landlord for Xxxxxx’s share of the cost of such work is included in the fee identified in Exhibit B-1 for Landlord provided facilities. Tenant shall install gypsum board on Tenant’s side of stud framing to underside of structure as required for a one-hour fire resistant separation. C. In the event that the Leased Premises are located in a retail development, or in an expansion wing of a retail development, which development or expansion wing shall not yet have opened for business to the public, and Tenant shall be able to complete its construction within the Leased Premises prior to such opening, Landlord shall not provide a temporary barricade at the storefront lease line, except to the extent that Landlord shall determine that such barricade is necessary or desirable. If the Leased Premises are not located in such a development or in such an expansion wing, or if Tenant shall be unable to complete the construction of the Leased Premises and to open for business at the time that such development or expansion wing, as applicable, first opens for business to the public, Landlord shall provide, for Tenant’s use during construction and demolition, a temporary barricade at the storefront lease line. Tenant shall reimburse Landlord $45.00 per lineal foot of storefront lease line for any such temporary barricade provided by Landlord, at its sole cost and expense, . Landlord shall perform Landlordremove the storefront barricade upon completion of Tenant’s Work in and when Xxxxxx is prepared to open for business as determined by Landlord. Landlord shall have the 20th Floor Premises option, by written notice to Tenant, to require Tenant to remove the storefront barricade and 21st Floor Premisesto store the same at a location specified by Landlord within the regional retail development. In the event of such removal by Tenant, Tenant shall be responsible for any damage caused to the barricade by such removal and storage. In either case, Tenant shall immediately repair any damage caused to the Leased Premises by the removal of the barricade. D. If the entire Leased Premises shall not have been previously occupied by another tenant or occupant, the provision of utility connections by Landlord shall be unable as set forth under Section II of Exhibit B-1. If the entire Leased Premises shall have been previously occupied, and the following utilities or utility stubs are not contained within the Leased Premises, Landlord shall cause said utilities to deliver possession of be extended to within the 20th Floor Leased Premises or 21st Floor Premises at a point which is closest to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedpickup point. Such utilities shall include: sanitary, then domestic cold water, plumbing vent (x) Landlord shall not be subject to any liability for such failurewhere applicable), fire protection, and air conditioning supply duct stub (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as where applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject Refer to any Exhibit B-1 (and/or to other construction exhibits, if any, attached to this Lease) for additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawinformation on certain utilities.

Landlord’s Work. (A) Landlord shall complete the Shell Improvements and Site Improvements as further set forth in the Lease and in Exhibit E attached to the Lease. Landlord shall also construct, in conjunction with the Shell Improvements and at Tenant’s option upon written notice from Tenant to Landlord, at its sole cost and expense, those certain improvements described on Exhibit E-1.Tenant shall perform notify Landlord as to whether it desires any or all of such improvements on Exhibit E-1 within five (5) business days after receipt of written request from Landlord. Such improvements are not part of Landlord’s Work and shall be constructed at Tenant’s expense. Tenant must timely respond, within five (5) business days, to requests for information related to Exhibit E-1. To the extent Tenant’s election to have Landlord construct all or any improvements described in Exhibit E-1 cause a delay in Landlord’s Work, then such delays shall be considered a Tenant Delay. Tenant may apply the Construction Allowance to all costs incurred in constructing the improvements set forth on Exhibit E-1. Except as set forth in the 20th Floor Lease, Exhibit E, Exhibit E-1, and herein, Landlord shall have no other obligations to construct any improvements to the Premises and 21st Floor or Project. Tenant shall be responsible for the Tenant Improvements within the Premises. In the event The Shell Improvements and Site Improvements shall be constructed in a good and workmanlike manner and in accordance with all Applicable Laws. Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to responsible for remedying any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work latent defects in the 20th Floor Premises and 21st Floor Premises has been substantially completed and Shell Improvements or Site Improvements following notification from Tenant received in writing within one year following the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Project Completion Milestone Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.

Landlord’s Work. Prior to the execution of the Lease, Landlord and Tenant have approved the detailed description of base, shell and core work for the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 (A) Landlordthe “Base, Shell and Core Description”). Based upon and in conformity with the Base Shell and Core Description, Landlord shall cause its architect and engineers, at its Landlord’s sole cost and expense, to prepare and deliver to Tenant, for Tenant’s approval, detailed specifications and engineered working drawings in CAD format, which shall perform include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the Phase I Work (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s Work in receipt of the 20th Floor Premises Base Building Working Drawings, Tenant and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of approve or disapprove the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedsame, then (x) Landlord which approval shall not be subject to any liability for such failureunreasonably withheld; provided, and (y) however, that Tenant may only disapprove the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and Base Building Working Drawings to the extent necessary such Base Building Working Drawings are inconsistent with the Base, Shell and Core Description and only if Tenant delivers notice thereof to correspond Landlord within such seven (7) day period. If any specific changes proposed by Tenant to rectify any inconsistencies with the actual 20th Base, Shell and 21st Floor Premises Commencement DateCore Description are timely and properly proposed by Tenant, as applicable. The Landlord shall cause its architect and engineers to revise the Base Building Working Drawings to incorporate such revisions and submit the same for Tenant’s approval in accordance with the foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reasonprovisions, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant parties shall receive an abatement of Fixed Annual Rent with respect to follow the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent foregoing procedures for each day from and after September 1, 2017 approving the Base Building Working Drawings until the 20th same are finally approved by Landlord and 21st Floor Premises Commencement Date (Tenant. Upon Landlord’s and as applied to Tenant’s approval of the 21st Floor PremisesBase Building Working Drawings, the period that Tenant does not pay Fixed Annual Rent same shall be extended accordinglyreferred to as the “Approved Working Drawings for Landlord’s Phase I Work”. Based upon and in conformity with the Base, Shell and Core Description, Landlord shall cause its architect and engineers, at Landlord’s sole cost and expense, to prepare and deliver to Tenant, for Tenant’s approval, detailed specifications and engineered working drawings in CAD format, which shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the Phase II Work (the “Phase II Base Building Working Drawings”) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by no later than October 1, 2017 for any reason, 2019. Within seven (7) days after Tenant’s and provided such delay is not due to any Tenant Delay or Force Majeure, then once Landlord’s receipt of the 20th and 21st Floor Commencement Date actually occursPhase II Base Building Working Drawings, Tenant and Landlord shall receive an abatement of Fixed Annual Rent with respect to approve or disapprove the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1same, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord which approval shall not be subject unreasonably withheld; provided, however, that Tenant may only disapprove the Phase II Base Building Working Drawings to the extent such Phase II Base Building Working Drawings are inconsistent with the Base, Shell and Core Description and only if Tenant delivers notice thereof to Landlord within such seven (7) day period. If any additional liability specific changes proposed by Tenant to rectify any inconsistencies with the Base, Shell and Core Description are timely and properly proposed by Tenant, Landlord shall cause its architect and engineers to revise the Phase II Base Building Working Drawings to incorporate such revisions and submit the same for penalties or damages Tenant’s approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for failure to substantially complete approving the Phase II Base Building Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord’s and Tenant’s approval of the Phase II Base Building Working Drawings, the same shall be referred to as the “Approved Working Drawings for Landlord’s Phase II Work”. The improvements shown on the Approved Working Drawings for Landlord’s Phase I Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute TenantApproved Working Drawings for Landlord’s sole remedies thereforPhase II Work are hereby collectively referred to as “Landlord’s Work”. The provisions of this Article Approved Working Drawings for Landlord’s Phase I Work and the Approved Working Drawings for Landlord’s Phase II Work are intended sometimes collectively referred to constitute an herein as the “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property LawApproved Working Drawings for Landlord’s Work”.

Landlord’s Work. The Premises shall be delivered to Tenant (Ai) with Landlord, at its sole cost ’s Work substantially completed in accordance with the Core and expense, shall perform Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the 20th Floor condition of the Premises, the habitability of the Premises, the fitness of the Premises and 21st Floor for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the event opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord shall be unable to deliver possession of delivers the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Tenant and Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension will conduct a joint walk-through inspection of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises to create an agreed upon list specifying those decoration and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Dateother punch-list items which require completion, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). which items Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially will thereafter diligently complete at Landlord’s Work by the 20th sole cost and 21st Floor Anticipated Commencement Date expense within thirty (30) days after mutual agreement of said punch-list or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawas soon thereafter as reasonably practicable.

Landlord’s Work. (A) LandlordLandlord shall, at its sole cost and expense, shall perform Landlord’s Work expense (i.e., for the avoidance of doubt, the same shall not count against Landlord’s Contribution), perform the work to: (1) demolish Space A (the demising walls shall remain of proper fire resistance ratings; all fire stopping of holes and penetrations shall be the responsibility of Landlord; and a TR-1 special inspection report for fire resistance rated construction and firestopping shall be provided at Landlord’s expense (TR-1 to be dated after the Substantial Completion of such demolition work and prior to the commencement of Landlord’s Premises Work)); (2) upgrade the finishes in the 20th Floor Premises common corridor, including the elevator landing, on the ninth (9th) floor of the Building utilizing Building standard materials and 21st Floor Premises. In finishes (provided, however, that Tenant shall have the event right, on or before March 15, 2021, to request from Landlord modifications to such common corridor renovations, which requested modifications shall be subject to Landlord’s approval, such approval not to be unreasonably withheld, conditioned or delayed; Landlord shall request from the contractor engaged by Landlord to perform such common corridor renovations any incremental cost increase that might be unable incurred on account of such modifications requested by Tenant and approved by Landlord and provide notice of such incremental cost increases to deliver possession Tenant; Tenant shall have the right to either approve or disapprove such incremental costs increases by giving notice to Landlord within three (3) Business Days after Landlord’s notice to Tenant of such incremental cost increases (it being agreed that Tenant shall be deemed to disapprove an incremental cost increase if Tenant fails to approve any specific cost increase within such three (3) Business Day period), and upon any such approval by Tenant, Landlord shall proceed with the modifications so approved by Tenant, and Tenant shall pay such incremental cost increases incurred by Landlord in connection therewith within ten (10) Business Day after Landlord gives Tenant an invoice therefor); (3) perform certain cosmetic modifications to the four (4) common restrooms located on the ninth (9th) floor of the 20th Floor Premises Building using Building standard materials and finishes (which cosmetic modifications shall include a new Building standard vanity (i.e. countertop, sink, sink hardware, mirror) in each restroom; provided, however, Tenant shall have the right, on or 21st Floor Premises before March 15, 2021, to Tenant request that Landlord not perform such cosmetic modifications to any or all of the common restrooms located on the 20th ninth (9th) floor of the Building, in which case Tenant shall be entitled to a credit of Twenty-Two Thousand Five Hundred Dollars and 21st Floor Anticipated Commencement Date with No Cents ($22,500.00) per restroom (not to exceed Ninety Thousand Dollars and No Cents ($90,000.00) in the aggregate for all four (4) restrooms) so elected by Tenant not to be upgraded, which credit shall be applied to additional base building work on the Terrace Area as requested by Tenant (e.g., Tenant requests additional upgrades to the pavers and lighting in the Terrace Area), which requested additional base building work shall be subject to Landlord’s Work substantially completedapproval, then (x) Landlord such approval not to be unreasonably withheld, conditioned or delayed; it being agreed, however, that if the amount of such credit shall exceed the cost of such additional base building work on the Terrace Area, Tenant shall not be subject entitled to any liability for credit against the Rental due hereunder or payment of such failure, and excess); (y4) install new landscaping on the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises Terrace Area and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to necessary, powerwash and/or repair any existing pavers, railings, and lighting in the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, Terrace Area; (5) install one (1) if ramp on the 20th portion of the Terrace Area located on the north side of the Building and 21st Floor one (1) ramp on the portion of the Terrace Area located on the south side of the Building, in each case so that the Terrace Area complies with applicable Requirements, including ADA (which ramps shall be constructed with Building standard materials and finishes; provided, however, that Tenant shall be permitted, on or before March 15, 2021, to request modifications to the materials and finishes used for such ramps (to the extent permitted by applicable Requirements and subject to Landlord’s approval, not to be unreasonably withheld, conditioned or delayed) by following the procedure, including, without limitation, cost estimates and incremental cost increase payments, for modifications to the common corridors set forth in Section 6.2(A)(2) hereof, mutatis mutandis), (6) provide a form ACP-5 to Tenant stating that there are no asbestos containing materials in the Premises; (7) deliver the floors scraped, patched and reasonably smooth and leveled ready for Tenant to apply finishes; all holes, core drills and other penetrations in the slab patched and fire stopped; and (8) remove sheetrock from all columns (items (1) through (8) collectively referred to herein as “Landlord’s Base Building Work”). (B) Landlord shall, at Landlord’s expense, but subject to the terms of Section 6.3 hereof, perform the work necessary to construct the Premises Commencement Date has not occurred (such work, “Landlord’s Premises Work”; Landlord’s Base Building Work and Landlord’s Premises Work are collectively referred to herein as “Landlord’s Work”) in accordance with the Final Plans which shall be prepared by September 1A+I (“Architect”) and AMA, 2017 for any reasonPC, Tenant’s MEP engineer, and provided such delay is not due to any based upon that certain drawing, prepared by Architect and dated February 11, 2021 (the “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter definedPreliminary Space Plan”), then once the 20th a copy of which is attached hereto as Exhibit “6.2” and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect made a part hereof. Notwithstanding anything to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1contrary contained herein, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be obligated to install any furniture or built-ins or telecommunication wiring or equipment even if same are shown on the Preliminary Space Plan, Tenant’s Initial Plans, or the Final Plans. Tenant agrees that Tenant shall engage Architect to prepare the Preliminary Space Plan, Tenant’s Initial Plans, the Final Plans and any other services required to be performed by an architect in connection with Landlord’s Premises Work, the cost of which shall be paid by Landlord subject to any additional liability and in accordance with the terms of Section 6.4 hereof. (C) Tenant shall deliver or cause Architect to deliver to Landlord on or prior to April 16, 2021 (the “Plan Deadline”) in the manner set forth in Section 6.2(E) hereof, six (6) copies of the construction plans and specifications for penalties or damages for failure to substantially complete Landlord’s Premises Work based on the Preliminary Space Plan (“Tenant’s Initial Plans”), which shall be (x) one hundred percent (100%) complete and ready to bid and build (including, without limitation, layout, architectural, mechanical, structural, engineering and plumbing drawings, to the extent applicable), (y) stamped and approved by Architect, and (z) in format containing sufficient detail (i) for Landlord and Landlord’s consultants to reasonably assess the 20th proposed work to prepare the Premises for Tenant’s initial occupancy, (ii) to permit Landlord to make all necessary filings with Governmental Authorities to obtain the required permits, approvals and 21st Floor Anticipated Commencement Date or any other date and certificates to allow Landlord to commence Landlord’s Premises Work (the remedies requirements set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an in clauses (x)-(z) hereof, the “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property LawPlan Requirements”).

Landlord’s Work. (A) Landlord, at its sole cost and expense, shall perform Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (xa) Landlord shall not repair and maintain or cause to be subject to any liability for such failurerepaired and maintained the roof (structural portions only), exterior walls and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension other structural portions of the Term with respect Building. The cost of all work performed by Landlord under this Section 12.1 shall be an Operating Expense hereunder, except to the 20th Floor Premises or 21st Floor Premises and, subject extent such work (i) is required due to the provisions negligence of sub-paragraph Landlord, (Cii) belowis a capital expense not includible as an Operating Expense under Section 9.2 hereof, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect or (iii) is required due to the 20th Floor Premises negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof). Tenant knowingly and 21st Floor Premises shall not commence until voluntarily waives the right to make repairs at Landlord’s Work in 's expense, except to the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates extent expressly set forth in Exhibit C-1 Section 12.1(b), or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord under Section 12.1(a) and C-2 hereof setting forth the rates such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of Fixed Annual Rent payable on account of the 20th Floor Premises such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and 21st Floor Premises shall be adjusted forward on a day for day basis if and thereafter to the extent necessary pursue such performance diligently to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter definedcompletion), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect have the right to the 20th Floor Premises perform such repairs or maintenance and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability reimburse Tenant for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” reasonable cost thereof within the meaning of Section 223(afifteen (15) days after written notice from Tenant of the New York Real Property Lawcompletion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. (A) Landlord, at its sole cost and expense, shall perform Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (xa) Landlord shall not repair and maintain or cause to be subject to repaired and maintained the Common Areas of the Center, the roofs (structural portions only), exterior walls and other structural portions of the Buildings, any liability for demising walls between Tenant’s portion of the Phase II Building and the retail portion of the Phase II Building (other than painting, minor surface damage and other cosmetic matters affecting only Tenant’s side of any such failuredemising walls), and (y) the Leaseany building systems that serve, as modified by this Agreementin common, shall remain in full force and effect without extension both Tenant’s portion of the Term with respect Phase II Building and the retail portion of the Phase II Building. The cost of all work performed by Landlord under this Section 12.1 shall be an Operating Expense hereunder, except to the 20th Floor Premises extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expense not includible as an Operating Expense under Section 9.2 hereof, or 21st Floor Premises and(iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates release set forth in Exhibit C-1 Section 14.4 hereof). Tenant knowingly and C-2 hereof setting forth voluntarily waives the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and right to make repairs at Landlord’s expense, except to the extent necessary expressly set forth in Section 12.1(b), or to correspond offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on any of the actual 20th Buildings under Section 12.1(a) and 21st Floor Premises Commencement Datesuch failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, as applicable. The foregoing notwithstandingif such repairs or maintenance cannot reasonably be performed within such 30-day period, (1) then if the 20th Landlord fails to commence performance within such 30-day period and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided thereafter to pursue such delay is not due performance diligently to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter definedcompletion), then once the 20th and 21st Floor Commencement Date actually occursexcept as otherwise expressly excluded herein, Tenant shall receive an abatement have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of Fixed Annual Rent with respect the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease. Moreover, under no circumstances shall this Section 12.1(b) authorize Tenant to perform any of Landlord’s repairs or maintenance obligations (x) in the Phase II Building, except to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until extent the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay conditions requiring repair or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute maintenance affect only Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) portion of the New York Real Property LawPhase II Building and not the retail portion of the Phase II Building, or (y) in the Common Areas of the Property.

Landlord’s Work. (Aa) Landlord agrees to construct the Base Building (as defined in the Development Agreement) and the Site Improvements (“Landlord’s Work”), at its expense in a good and workmanlike manner and in compliance with all Laws (as defined in Section 12), all Permitted Encumbrances and the terms and provisions of the Development Agreement. All of Landlord’s Work shall be completed at Landlord’s sole cost and expense, shall perform Landlord’s Work without contribution from Tenant, except as otherwise expressly set forth in the 20th Floor Development Agreement. (b) The Rentable Area of the Premises shall be 109,751 rentable square feet. (c) Prior to August 22, 2013, Landlord shall provide Tenant with (i) reasonable evidence that Landlord has obtained construction financing and 21st Floor Premisesequity commitments sufficient to pay all costs of the Project, and (ii) the NDA required by Section 28(b) below. If Landlord fails to provide such items prior to August 22, 2013, and if such failure continues for an additional thirty (30) days after written notice from Tenant, Tenant shall be entitled to terminate this Lease without limiting Tenant’s other rights and remedies with respect to such failure. (d) In the event (i) Landlord shall be unable to deliver possession does not commence vertical construction of the 20th Floor Premises Building on or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedbefore February 22, then 2014, (xii) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension abandons construction of the Term with respect Building or ceases construction activities related to the 20th Floor Premises or 21st Floor Premises and, subject to Project after the provisions commencement of sub-paragraph vertical construction for a period longer than ninety (C90) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day days for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any reasons other than Tenant Delay or Force MajeureMajeure (or for more than one hundred twenty (120) days for reasons other than Tenant Delay only), then once (iii) the 20th and 21st Floor Substantial Completion Date does not occur within one hundred eighty (180) days after the scheduled Commencement Date actually occursherein for reasons other than Tenant Delay or Force Majeure or (iv) the Substantial Completion Date does not occur within two hundred forty (240) days after the scheduled Commencement Date herein for reasons other than Tenant Delay (regardless of Force Majeure), then, without limiting any other remedies available to Tenant at law or in equity, Tenant shall receive an abatement may terminate this Lease, which such right to terminate must be exercised at any time after the lapse of Fixed Annual Rent with respect time giving rise to such termination right but no later than thirty (30) days after the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period date Landlord notifies Tenant in writing that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject is entitled to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawexercise such termination right.

Landlord’s Work. (Aa) No later than the Effective Date, Landlord shall cause to be delivered to Tenant for Tenant’s review (or otherwise make available to Tenant in the plan room located in the lower level of the Building) all construction and mechanical engineering plans and documents (both those in hard copy and CAD) in Landlord’s possession in order for Tenant’s architect to review and complete the Tenant fitout planning for Landlord’s Work for the Premises containing sufficient detail in order for Landlord (or the Approved Contractor) to obtain all applicable permits and governmental approvals and otherwise consistent with the Landlord’s Work (the “Construction Drawings”). Landlord represents to Tenant it has provided to Tenant a full set of CAD drawings for the third floor of the Building and hard copy plans for the remainder of the Building, at but otherwise cannot assure Tenant or its sole cost architect that it can provide further existing architectural or mechanic plans for the Building that Tenant or its architect may require. Tenant shall cause to be delivered to Landlord on or before June 15, 2017 the Construction Drawings for Landlord’s approval, which approval of Landlord shall not be unreasonably withheld, conditioned or delayed and expensewill be granted or withheld within five (5) days after Tenant’s delivery of same to Landlord. If Landlord disapproves the proposed Construction Drawings, Landlord shall perform specify the basis for such disapproval in reasonable detail, and Tenant will cause its architect to revise the Construction Drawings to address such deficiencies and promptly submit the same to Landlord. The scope of Landlord’s review of any such revised Construction Drawings will be limited to Tenant’s architect’s correction of the items specified by Landlord in Landlord’s notice of disapproval. Landlord will notify Tenant of Landlord’s approval or disapproval of such revised Construction Drawings within five (5) days following receipt of same, and this process shall continue until Landlord has approved the Construction Drawings (with such approved Construction Drawings constituting the “Approved Construction Drawings”). Landlord and Tenant confirm and agree that the Approved Constructing Drawings shall be fully approved by July 1, 2017 in order to allow the parties sufficient time to timely approve the Landlord’s Approved Contractor and complete Landlord’s Work in accordance with this Lease. (b) As set forth in the 20th Floor prior paragraph (a), Landlord and Tenant shall on or before July 1, 2017 agree upon the work to be done within the Premises as shown on the Approved Construction Drawings by the Landlord (by and through the Approved Contractor) prior to the Term Commencement Date (the “Landlord’s Work”) pursuant to the Approved Construction Drawings. Tenant shall have the right, as part of Landlord’s Work, to install in the Premises and 21st Floor thereafter maintain and operate its own heating, ventilating, and/or air-conditioning units to provide heating, ventilating and cooling to the Premises. In , including without limitation, equipment and support structures in a portion of the event Building or Land outside the Premises as requested by Tenant and reasonably approved by Landlord (collectively, the “Supplemental HVAC”), which Supplemental HVAC shall be unable subject to deliver possession of Landlord’s reasonable approval, as more particularly described in Section 3.5(a) hereof. Landlord and Tenant agree to mutually cooperate with one another in finalizing the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedschedule. The portion of the cost of Landlord's Work in the amount of the Tenant’s Share of the Landlord’s Work Costs shall be borne by Tenant, then with the balance borne and paid for entirely by Landlord, as more fully set forth below in Section 3.6. The Landlord's Work shall be performed by Landlord's Approved Contractor to be selected in accordance with this Lease and the cost of Landlord's Work shall include, without limiting the generality of the foregoing, (xa) the entire cost of demolishing the existing improvements and building out the Premises in accordance with the Approved Construction Drawings, (b) the cost of all materials and labor related to the Landlord's Work and all permit fees, (c) the cost of full scale architectural and engineering costs in connection therewith (including the cost of Tenant’s architect), (d) a construction management fee payable to Lincoln Property Company (or any affiliated entity) equal to three percent (3%) of the so-called “hard costs” of the Landlord’s Work, and (e) the "Cost of the Work", as defined in AIA Document A111 (1987 Edition) (and also specifically including the cost of the general conditions of the Approved Contractor). Landlord’s Work shall otherwise be performed in a good and workmanlike manner. Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant hereby agree that Landlord, unless included in Landlord’s Work, shall not be subject to any liability responsible for such failurethe construction, relocation or installation of security card readers, office furniture, security systems, internal/external telecommunications, voice and data cabling or other telephone, data and communications equipment (y) collectively the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, “Tenant’s Initial Work”) nor shall Landlord have any obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicabletherefore. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement have the right to install as part of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended Initial Work its own security system at the entry to constitute an “express provision to the contrary” and within the meaning of Section 223(a) of the New York Real Property LawPremises.

Landlord’s Work. (Aa) LandlordLandlord shall complete, at its sole cost and expense, shall perform the items set forth on Exhibit “C-1” (and further specified in the Plans and Specifications, if applicable) identified as “Landlord’s Work”. Subject to the limitations set forth below, all costs incurred by Landlord associated with the completion of Landlord’s Work shall be considered “Landlord’s Contribution” under the Lease, including but not limited to actual construction costs, the cost of preparation of Plans and Specifications for Landlord’s Work, and a construction management fee in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession amount of five percent (5%) of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with total construction cost of Landlord’s Work substantially completedprovided, however, the cost of any non-standard building materials or modifications to Landlord’s Work shall be considered a part of Tenant’s Costs hereunder. Notwithstanding the foregoing or anything in the Lease to the contrary, in no event shall Landlord’s Contribution exceed One-Hundred Twenty-Five Thousand, Seven Hundred and No/100 Dollars ($125,700.00). b) Notwithstanding the foregoing, in the event that a required code upgrade outside of the Premises is required in order to complete the improvements to the Premises and such upgrade is considered necessary for the benefit of the building and not specific to the Tenant’s Premises then (xTenant shall pay its prorata share of the associated cost for the code upgrade based on Tenant’s percentage leased to the amount of square footage leased in the Building. c) The Landlord acknowledges and accepts that the Tenant shall not be required to restore the Premises upon termination or expiration of the Lease Term for the Original Commencement Date Leasehold Improvements that have been approved by Landlord. d) Landlord shall not be allow Tenant use of the existing workstations outlined in Exhibit “E” provided that Tenant pays for all costs to maintain such workstations in good condition (subject to any liability for normal wear and tear). At Landlord’s sole discretion, title to such failureworkstations shall pass to the Tenant at the end of the Lease Term and Tenant, and (y) the Lease, as modified by this Agreementat Landlord’s option, shall remain in full force and effect without extension be required to move such workstations upon termination or expiration of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account Lease Term. A list of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, existing workstations is included as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any Exhibit “Tenant DelayE” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawherein.

Landlord’s Work. (A) Landlord, at its sole cost in a good and expenseworkmanlike manner and using Building standard materials and finishes, shall perform construct and do such other work in the Fifth Amendment Additional Premises (collectively, “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plan, prepared by dated , attached hereto as Exhibit “A”. If any material revision or supplement to Landlord’s Work in the 20th Floor Premises is deemed necessary by Landlord, those revisions and 21st Floor Premises. In the event Landlord supplements shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises submitted to Tenant on the 20th and 21st Floor Anticipated Commencement Date with for approval, which approval shall not be unreasonably withheld or delayed. If Landlord’s Work substantially completedis delayed in being Substantially Completed (as hereinafter defined) as a result of: (i) Tenant’s failure to furnish plans and specifications or provide any other reasonably requested information or approvals related to the furtherance of Landlord’s Work within five (5) business days following Landlord’s written request to Tenant for the same; (ii) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (iii) Tenant’s changes in said plans, including but not limited to any Change Order (as hereinafter defined); (iv) the performance or completion of any work, labor or services by Tenant or any party employed or engaged by or on behalf of Tenant; or (v) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within five (5) business days following Landlord’s written request to Tenant for the same (each, a “Tenant’s Delay”); then the Fifth Amendment Additional Premises Commencement Date and the payment of Fixed Rent hereunder shall be accelerated by the number of days by which such Tenant Delay caused Landlord’s Work to be delayed in being Substantially Completed. If any change, revision or supplement to the scope of the Landlord’s Work is requested by Tenant (x“Change Order”) then all such increased costs associated with such Change Order shall be paid by Tenant upfront and the occurrence of the Change Order shall not change the Fifth Amendment Additional Premises Commencement Date and shall not alter Tenant’s obligations under the Lease. After receipt of notification from Landlord, Landlord and Tenant shall schedule a pre-occupancy inspection of the Fifth Amendment Additional Premises at which time a punchlist of outstanding items, if any, shall be generated. Within a reasonable time thereafter, Landlord shall not be subject complete the punchlist items to any liability Tenant’s reasonable satisfaction. Except for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, TenantLandlord’s obligation to pay Fixed Annual Rent and Additional Rent with respect to complete the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occursWork, Tenant shall receive an abatement of Fixed Annual Rent with respect to lease the 20th Floor Fifth Amendment Additional Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1in “AS IS” condition, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay without representation or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawwarranty.

Landlord’s Work. Landlord shall construct the Premises in accordance with Landlord’s obligations as set forth in the work letter attached hereto as Exhibit B, and hereinafter referred to as “Landlord’s Work”. Landlord will deliver the Premises to Tenant with all of Landlord’s Work substantially completed (Aexcept for minor and non-material punch list items that Landlord and Tenant reasonably agree will not delay completion of Tenant’s Work, as defined in subparagraph B of this Article) on or before the Commencement Date or other date specified in Exhibit B. As of the date Landlord delivers the Premises to Tenant, all lighting fixtures shall be in proper working order (subject to minor issues customarily treated as punch list matters) and all interior glass walls and all other walls shall be intact (and all loose impediments, pallet shelving and other freestanding equipment in the Premises shall be removed) per the prior tenant’s floor plan as viewed by Tenant on March 19, 2008, with any repairs or replacements to such glass walls that are needed shall be at Landlord, at its ’s sole cost and expenseexpense (and shall not be paid for from the Tenant Improvement Allowance). If Landlord is delayed in completing Landlord’s Work by strike, shortages of labor or materials, delivery delays, delays caused by Tenant or other matters beyond the reasonable control of Landlord, then Landlord shall perform give notice thereof to Tenant and the date on which Landlord is to turn the Premises over to Tenant for Tenant’s Work and the Commencement Date shall be postponed for an equal number of days as the delay as set forth in the notice. Providing, however, if such delays exceed ninety (90) days, then either Landlord or Tenant upon notice to the other shall have the right to terminate this Lease without liability to either party. If the Commencement Date is postponed as described above, Tenant shall execute a writing confirming the Commencement Date on such form as set forth in Exhibit E attached hereto upon Landlord’s request. So long as Tenant’s early access to the Premises does not interfere with Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event , Landlord shall be unable (a) provide Tenant with access to deliver the Premises immediately following the Effective Date for the limited purpose of viewing and measuring the Premises during Tenant’s design and layout process, (b) provide Tenant early occupancy at least sixty (60) days prior to the Commencement Date to allow Tenant to complete its cabling and equipment installation, and (c) provide Tenant early occupancy at least thirty (30) days prior to the Commencement Date to allow Tenant to complete its fixturing and furnishing work. Tenant’s early access and possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension upon all of the Term terms and conditions of this Lease except Tenant shall pay no rent with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawearly possession period.

Landlord’s Work. (A) Landlord, at its sole cost and expenseexpense using standard materials, shall perform the following work ("Landlord’s Work"), lien-free, in a good, workmanlike manner, and using licensed professionals or the Contractor pursuant to a separate contract and not the Construction Contract (as each term is defined in the Tenant Work Letter), and diligently cause its completion: (a) At least thirty (30) days prior to the Anticipated Commencement Date, slurry coat the Property's existing parking lot and re-stripe the Property's existing parking stalls; (b) Within sixty (60) days following the Effective Date, remove any existing tenant signage at the Premises, on the Building or in the parking areas as of the date of execution of this Lease and repair any damage resulting therefrom; (c) Prior to the Anticipated Commencement Date, re-roof either by replacement or overlay the Building's roof at Landlord’s sole cost and supervision; and (d) Within sixty (60) days following the Effective Date, engage a reputable and licensed termite inspector to inspect the Premises and provide a pest report, and thereafter, Landlord will complete any recommended repairs identified in said report. Except as provided in this Section 1.3, Tenant shall accept the Premises in its then "as-is" condition. As is reasonably necessary and prudent, the Landlord’s Work may be performed in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession part concurrently with construction of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Improvements if such Landlord’s Work substantially completed, then (x) Landlord shall does not be subject to any liability for such failure, and (y) interfere with or delay the Lease, as modified by this Agreement, shall remain in full force and effect without extension construction of the Term with respect to Improvements, but in all respects the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work shall be Substantially Completed (as defined in the 20th Floor Premises and 21st Floor Premises has been substantially completed and Tenant Work Letter) within the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account timeframes provided above. In addition, Landlord will reimburse Tenant within thirty (30) days following Tenant's completion of the 20th Floor Premises following work and 21st Floor Premises shall be adjusted forward delivery of a reasonably detailed invoice to Landlord for such work: (i) replace one time the Building's exhaust fans specifically identified on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent Exhibit "F attached hereto with respect to the 20th Floor Premises and 21st Floor Premises equal to oneBuilding-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) standard exhaust fans and (2ii) if replace one time the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent Building's HVAC units specifically identified on Exhibit "G" attached hereto with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property LawBuilding-standard HVAC units.

Landlord’s Work. (Aa) On the Fourth Floor Commencement Date, Landlord shall deliver the Fourth Floor Premises to Tenant in its “as-is” condition, subject to the following (collectively, “Landlord’s Fourth Floor Work”): (i) demolish the existing installation and remove all debris; (ii) deliver sprinkler infrastructure, including existing combination standpipe sprinkler risers, temporary construction sprinkler look, and valve connections on the floor which is fully operational, code compliant and ready for Tenant work; (iii) all building systems shall be fully operational; (iv) Landlord shall provide Tenant with a clean ACP-5 for the Fourth Floor Premises; (v) connection points for Tenant’s strobes and related Class E connection shall be available; and (vi) fireproof any exposed structural steel and fire stop as required by code. Landlord’s Fourth Floor Work shall be performed by Landlord at its sole cost and expense, in a first class and good and workmanlike manner and in accordance with applicable laws. Landlord shall perform Landlord’s Work give Tenant five (5) business days’ advance notice of the Fourth Floor Commencement Date. (b) Notwithstanding anything to the contrary contained herein, in the 20th Floor Premises and 21st Floor Premises. In the event Landlord is delayed in completing Landlord’s Fourth Floor Work due to delay caused by Tenant and Tenant does not cease such delay within two (2) days of receiving written notice of such delay (a “Tenant Delay”), the applicable Landlord’s Fourth Floor Work shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant deemed substantially completed on the 20th date it reasonably would have been substantially completed but for the Tenant Delay, and 21st the Fourth Floor Anticipated Commencement Date shall be the date it would have been but for the Tenant Delay. Tenant agrees that in the event its contractors and subcontractors are performing any Tenant’s Fourth Floor Work simultaneously with the performance Landlord’s Fourth Floor Work, Tenant will use commercially reasonable efforts to minimize interference with Xxxxxxxx’s performance of Xxxxxxxx’s Fourth Floor Work; should Tenant’s Fourth Floor Work substantially completedinterfere with the performance of Landlord’s Fourth Floor Work, then the Fourth Floor Commencement Date shall be the date Landlord’s Fourth Floor Work would have been completed but for the Tenant Delay. (xc) Landlord shall not be subject to any liability perform the following work at the Original Premises (collectively, the “Landlord’s Original Premises Work”): (i) replace existing countertops, sinks and faucets in the bathrooms with Building standard finishes otherwise consistent with Class A Manhattan office buildings [PL9 for such failure, the men’s room and F3 for the ladies’ room]; (ii) replace existing rusted pipe in ceiling with a new copper pipe; and (yiii) the Leasepatch, as modified by this Agreement, shall remain in full force paint and effect without extension of the Term with respect otherwise repair damage to the 20th Floor ceiling from recent leaks. Landlord’s Original Premises or 21st Floor Work shall be performed by Landlord at its sole cost and expense, in a first class and good and workmanlike manner and in accordance with applicable laws. Landlord will endeavor to complete Xxxxxxxx’s Original Premises and, subject Work prior to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Fourth Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicableprovided, however, the completion of Landlord’s Original Premises Work shall in no event affect the occurrence of or be a condition of the occurrence of the Fourth Floor Commencement Date. The foregoing notwithstandingDuring the Xxxxxxxx Associates/95 Xxxxxx / Integral Ad Science, Inc. - First Amendment/First Amendment to Lease v7 performance of Xxxxxxxx’s Original Premises Work, Xxxxxxxx agrees to use commercially reasonable efforts to minimize interference with Xxxxxx’s business operations at the Original Premises, including the performing same on an overtime basis, and agrees that there will be at least one (1) if bathroom on the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 eighth (8th) floor available for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to use during the contrary” within the meaning of Section 223(a) performance of the New York Real Property Lawbathroom renovations.

Landlord’s Work. Following execution of this Lease by Landlord and Tenant, Landlord shall cause the Landlord's Work to be completed in accordance with (Ai) the TI Plans, and (ii) Landlord's standard tenant finishes for the Building as modified by the TI Plans. Tenant acknowledges that, as provided in Paragraph 4 of this Lease, the Premises will be built out in two Phases. The TI Plans will be developed as follows: 3.1. Promptly following the execution of this Lease, Tenant shall meet with the Tenant Improvement Planner and cause the Tenant Improvement Planner to prepare (and deliver to Landlord and Tenant) detailed design development plans and specifications for the Landlord's Work acceptable to Tenant which (i) utilize Landlord's Building-standard materials and finishes (which for purposes hereof will mean the materials and finishes as described on attached Attachment No. 1, including the Memo modifying Landlord's Building-standard materials and finishes included in such Attachment No. 1) and (ii) as to floors two through eight of the Building (as well as the 9th Floor if such floor is added to the Premises pursuant to the Addendum to Lease being executed concurrently herewith), substantially conforming to an "open floor plan" design with eight to ten offices. The Preliminary TI Plans shall not include any of Tenant's furniture, fixtures, or equipment or any other elements of the Tenant's Work, and must reflect all of the Landlord's Work to be performed as part of Landlord's Work. Any work not so included (or reasonably inferable therefrom—such as, by way of example, if windows are shown in the TI Plans, but no frames for the windows were shown, such frames would be inferable) will not constitute part of Landlord's Work. Landlord shall, within five business days following its receipt of the Preliminary TI Plans, either provide written approval of such Preliminary TI Plans or provide in writing to Tenant with the reasons that Landlord is withholding such approval—which reasons must be reasonable; except that Landlord shall have the right in its sole and absolute discretion, to approve or disapprove of the cost of the work reflected in such Preliminary TI Plans and shall be entitled to disapprove the Preliminary TI Plans on the sole basis of the estimated cost thereof, except to the extent such costs are incurred with respect to Landlord's Building-standard materials and finishes or reasonably comparable substitutes thereof which do not increase Landlord's costs or delay the availability of such materials or finishes. If Landlord does not approve the Preliminary TI Plans pursuant to the preceding sentence, Landlord shall immediately cause the Tenant Improvement Planner to again meet with Tenant to have the Preliminary TI Plans revised, in a manner acceptable to Tenant and consistent with Landlord's comments, and then resubmitted to Landlord for approval (with such subsequent approvals/disapprovals being provided by Landlord within five business days of the complete submittal of the revised Preliminary TI Plans). Subject to Paragraph 3.2, below, the foregoing process will continue until Landlord has approved the Preliminary TI Plans. Once Landlord has approved the Preliminary TI Plans, Landlord shall cause the Tenant Improvement Planner to prepare complete, detailed working plans and specifications (which conform to and are consistent with the approved Preliminary TI Plans) sufficient to obtain the necessary building permits and to then fully complete the TI Work (the "TI Plans"); which TI Plans will then serve as the basis for Landlord to undertake and to complete the Landlord's Work. 3.2. Notwithstanding anything to the contrary contained in the Lease or this Work Letter, if Landlord and Tenant, in each of their reasonable discretion, are unable to agree upon the Preliminary TI Plans within 30 days of the date of this Lease, or agree upon the TI Plans within 60 days of the date that the Preliminary TI Plans are mutually agreed to, then Landlord or Tenant may, upon ten business days written notice to the other party (during which time such TI Plans remain unapproved), terminate this Lease, whereupon neither Landlord or Tenant shall have any further rights or obligations under this Lease (except for obligations which pursuant to this Lease are to survive termination of this Lease) and Landlord shall immediately return to Tenant all amounts delivered by Tenant to Landlord pursuant to the terms of this Lease. Notwithstanding anything to the contrary contained in this Lease, if a permit required for construction of Landlord's Work has not been issued on or before that date which is 90 days (as such date may be extended due to Tenant Delays) following the date that the TI Plans for Phase I are mutually approved by Landlord and Tenant pursuant to this Work Letter, then Tenant, in its sole and absolute discretion, may terminate this Lease, whereupon neither Landlord or Tenant shall have any further rights or obligations under this Lease (except for obligations which pursuant to this Lease are to survive termination of this Lease) and Landlord shall immediately return to Tenant all amounts delivered by Tenant to Landlord pursuant to the terms of this Lease. 3.3. Landlord shall select the Landlord's Contractor in accordance with the procedure set forth in this Paragraph 3.3. Landlord will competitively bid the Landlord's Work with several qualified tenant finish contractors—and Tenant shall have the right to provide Landlord with the names of up to two potential contractors from whom Landlord will request bids if reasonably satisfactory to Landlord. Any delay by Tenant in responding within three business days to a written notice delivered to Tenant requesting the names of any such proposed contractors, will constitute a waiver of Tenant's right hereunder. Landlord agrees to respond within five business days of written request from Tenant, to any request that Landlord include a potential general contractor proposed by Tenant in the bidding process. Following such bidding process, Landlord will enter into a contract with the chosen bidder to construct the Landlord's Work (such selected contractor being the "Landlord's Contractor" for purposes hereof). Landlord reserves the right to bid Phase I and Phase II together or separately. 3.4. The Landlord's Work shall be completed by Landlord's Contractor in a diligent and good and workmanlike manner (recognizing Landlord's right to accelerate the progress of Phase I ahead of Phase II) in accordance with the approved TI Plans and in compliance with all applicable laws, codes, ordinances, and other governmental requirements then applicable to the Premises and the Building. At the time of tender of possession of the Premises to Tenant, the Building and the building systems serving the Building will be in compliance with laws and in good working order, and the Building will include a watertight roof. Notwithstanding anything to the contrary in this Lease, Tenant's acceptance of possession of Landlord's Work shall not waive the foregoing obligation of Landlord to deliver the Premises with the Building and the building systems serving the Building in compliance with laws and in good working order, and with the Building having a watertight roof and Landlord shall promptly remedy all violations of such covenant at its sole cost and expense, shall perform Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. 3.5. The foregoing notwithstandingcost of Landlord's Work, (1) if the 20th including both hard and 21st Floor Premises Commencement Date has not occurred by September 1soft costs, 2017 for any reasonwill be Landlord's sole responsibility, and except as provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawbelow.

Landlord’s Work. (A) LandlordOnce the Approved Preliminary Plans have been determined, at its sole cost Landlord shall cause the Architect, Engineer and expenseContractor, shall perform as applicable, to prepare construction drawings for the Landlord’s Work in accordance with the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed Approved Preliminary Plans and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates requirements of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, Applicable Law (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordinglyDraft Construction Drawings”). Landlord will provide Tenant with Draft Construction Drawings and Tenant shall have five (5) business days to review the same and approve them or notify Landlord in writing of any good faith and reasonable objections thereto (“Drawing Objections”); provided, however, that Tenant’s Drawing Objections shall not include matters that conform to the Approved Preliminary Plans. If Tenant fails to approve or notify Landlord of its Drawing Objections within such five (5) business day period, Landlord may so notify Tenant, in which case Tenant shall be subject deemed to any additional liability for penalties have approved the Draft Construction Drawings unless Tenant provides Landlord with its approval or damages for failure to substantially complete Drawing Objections within three (3) business days after Landlord’s Work reminder notice. Landlord and Tenant shall work together in good faith to resolve any Drawing Objections that are timely raised by Tenant in accordance with this paragraph and, if they are unable to do so within five (5) business days after Landlord’s receipt of the Drawing Objections, Landlord shall cause the Draft Construction Drawings to be revised as nearly as possible to conform to the Approved Preliminary Plans and the requirements of Applicable Law. The term “Approved Construction Drawings” means the final version of the Draft Office Lease Exhibit G, Page 3 Construction Drawings mutually approved by Landlord and Tenant in accordance with this paragraph or, if they are unable to so agree, the final version of the Draft Construction Drawings resulting from the revisions required by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision immediately preceding sentence, together with such revisions as may be required as a condition to the contrary” within the meaning of Section 223(a) of the New York Real Property LawRequired Approvals (defined below).

Landlord’s Work. (Aa) Landlord shall perform Landlord’s Work by the applicable Target Commencement Date for each Phase of the Premises. The cost to perform Landlord’s Work shall be borne solely by Landlord and shall not be charged against the Improvement Allowance (as defined below). Any and all work necessary to improve the Premises for the purposes of Tenant’s initial occupancy thereof not expressly included in Landlord’s Work shall be the responsibility of Tenant, at its sole cost and expenseexpense (subject to reimbursement from the Improvement Allowance). If, after 30 days’ prior written notice from Tenant, Landlord does not substantially complete the Landlord Work on or before the requisite dates for any reason (other than delays caused by Tenant or by reason of any force majeure event), then Tenant may itself perform or cause to be performed the Work using, at Tenant's election, either Landlord's general contractor or a general contractor selected by Tenant. The cost to reimburse Tenant for the performance of Landlord’s Work shall be deemed to be a corresponding increase in the Improvement Allowance for all of the purposes of this Work Agreement. (b) Tenant may elect to make certain upgrades to the Building’s lobby subject to Landlord’s reasonable approval, in which case Landlord shall reimburse Tenant for fifty percent (50%) of such improvement costs up to a maximum contribution from Landlord of $250,000.00, on a pari passu basis, provided that such election must occur on or before December 31, 2018, and provided Tenant may only perform such upgrades either (i) in connection with the performance of the Tenant Improvements for Phase II of the Premises, in which case the performance of such improvements shall not materially interfere with ingress and egress to and from the Building lobby by any existing occupants of the Building, or (ii) in connection with the performance of the Tenant Improvements for Phase III of the Premises. (c) Landlord may unilaterally select a general contractor acceptable to Landlord for the construction of Landlord’s Work. Landlord may perform Landlord’s Work in concurrently with the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession construction of the 20th Floor Premises or 21st Floor Premises Tenant Improvements, independently of Tenant. Without limiting the generality of the foregoing, Landlord may engage Tenant’s Contractor to Tenant on the 20th and 21st Floor Anticipated Commencement Date with perform Landlord’s Work substantially completedunder a direct contract with Landlord and with a construction schedule that is incorporated into the Construction Schedule for the Tenant Improvements. At all times, then Landlord shall keep the Premises free of Landlord’s contractors and equipment (xexcept to the extent that Landlord’s contractors require access to the Premises to complete Landlord’s Work, provided that during any such access Landlord’s contractors do not interfere with the work of Tenant’s Contractor and consultants) to Tenant in order to allow Tenant to commence the construction therein of the Tenant Improvements. (d) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until cause Landlord’s Work to be constructed with diligence and in the 20th Floor Premises a workmanlike manner, in compliance with all applicable Laws, ordinances, rules and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawregulations.

Landlord’s Work. (A) Landlord, at its sole cost and expense, Landlord shall perform Landlord’s the construction work (the "Landlord Work") described in EXHIBIT LW attached hereto in a good and workmanlike manner and in accordance with all Government Regulations and shall substantially complete the Landlord Work in (that is, complete the 20th Floor Premises and 21st Floor PremisesLandlord Work, except for normal "punch list" items which shall be completed within thirty (30) days after substantial completion of the Landlord Work) on or before May 1, 1999. Subject to the provisions of the following paragraph, if substantial completion of the Landlord Work is delayed beyond May 1, 1999, payment of Base Rent pursuant to Section 3.1 of this Lease shall commence on the date the Landlord Work is substantially complete. In the event the Landlord Work is not substantially completed on or before June 1, 1999 (the "Outside Date for Completion"), Tenant shall have the right to terminate its obligations under this Lease; provided, however, that (1) the Outside Date for Completion shall be unable extended for a period equal to deliver possession the duration of any delays in construction caused by strikes, shortages of materials, acts of God or other matters not reasonably within the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with control of Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y2) in the Leaseevent any delays in completing the Landlord Work are as a result of change orders or other delays caused by Tenant, as modified the Outside Date for Completion shall be extended day for day for each such delay caused by this AgreementTenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant caused delays. Further, if issuance of a temporary or permanent certificate of occupancy for the Landlord Work or the Leased Property is delayed beyond May 1, 1999, because of delays caused by Tenant, then the rent commencement date shall remain in full force be May 1, 1999 and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation on that date Tenant shall commence to pay Fixed Annual Base Rent and Additional Rent under this Lease. Except for latent defects and deficiencies in the Landlord Work of which Tenant has given written notice to Landlord not later than thirty (30) days following the Commencement Date, Landlord shall be deemed to have satisfactorily completed the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work deficiencies (other than latent defects) in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicableLandlord Work. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that If Tenant does not pay Fixed Annual Rent give timely notice of deficiencies, Landlord shall be extended accordinglyremedy as soon as reasonably practicable any deficiencies specified in such notice and shall begin such remediation within thirty (30) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and days after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly)Tenant's notice. Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by bear the 20th and 21st Floor Anticipated Commencement Date or any other date full cost of the Design Allowance (as defined below), and the remedies set forth herein shall constitute Tenant’s sole remedies thereforTenant Improvement Allowance (as defined below). The provisions Design Allowance shall be the allowance for the cost of this Article are intended any architect or other design fees incurred to constitute an “express provision to design, and prepare the contrary” within plans and specifications necessary for, the meaning of Section 223(aLandlord Work, which allowance shall not exceed Ten Thousand Five Hundred Sixty-Six and 00/100 Dollars ($10,566.00) in total. The Tenant Improvement Allowance shall be the allowance for any so-called "hard costs" incurred in constructing the Landlord Work, which allowance shall not exceed Fifty-Eight Thousand Seven Hundred and 00/100 Dollars ($58,700.00) plus any unused portion of the New York Real Property LawDesign Allowance. Tenant shall be responsible for any architect or other design fees in excess of Ten Thousand Five Hundred Sixty-Six and 00/100 Dollars ($10,566.00) and for any construction-related costs of the Tenant Improvements work exceeding Fifty-Eight Thousand Seven Hundred and 00/100 Dollars ($58,700.00) plus any unused portion of the Design Allowance, and Tenant shall pay such amount to Landlord within thirty (30) days of receiving an invoice describing the costs with reasonable detail. The Tenant Improvement Allowance shall be used for physical improvements only.

Landlord’s Work. (A) Landlord, at its sole cost and expense, shall perform Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not cause the construction of Landlord's Work in accordance with applicable codes and laws as provided in Exhibit D, attached hereto captioned "Leasehold Improvements". The term of this Lease shall begin (the "Commencement Date") on the date (i) Landlord has substantially completed that portion of Landlord's Work required to be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect completed prior to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (provided herein in paragraph 1 A) 1) if of Exhibit D, other than such "punch list" items which can be completed within thirty (30) days and without material interference with Tenants efforts to ready the 20th Premises for Tenant's occupancy; and 21st Floor (ii) Landlord has given Tenant written notice that the Premises Commencement Date has is ready for Tenant's possession. B) Landlord covenants to diligently rectify the items contained in the "punch list" while minimizing interference with the performance of Tenant's Work. C) Promptly after the Lease Date, Landlord shall prepare building plans for the Landlord's Work and submit same to the applicable governmental authorities to obtain all necessary permits to construct Landlord's Work (the "Landlord's Permits"). If Landlord does not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” obtain the Landlord's Permits within sixty (as such quoted terms are hereinafter defined)60) days after the Lease Date, then once either Landlord (provided Landlord has diligently attempted to obtain Landlord's Permits) or Tenant may terminate this Lease by giving notice of such termination to the 20th other party within ten (10) days after such sixty (60) day period. D) Landlord's Architect shall determine the Floor Area of the Building Premises upon completion of the Landlord's Work and 21st Floor notify both Landlord and Tenant, in writing, of such measurements prior to the Rent Commencement Date actually occursDate. Such determination by Landlord's Architect shall be binding on Tenant, unless Tenant gives Landlord written notification of such disagreement within fifteen (15) days after receiving such determination, in which case, Landlord and Tenant shall receive agree on an abatement of Fixed Annual Rent with respect independent architect (to the 20th be paid in equal shares by Landlord and Tenant) to determine Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent Area which determination shall be extended accordingly) binding on Landlord and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.

Landlord’s Work. The term “Minor Changes” means changes to the Approved Construction Drawings or Approved Budget that (Aa) are necessary or appropriate in the reasonable judgment of Landlord, at its sole cost the Architect or the General Contractor, (b) do not adversely impact the structure of the New Building, and expense, shall perform Landlord’s Work (c) do not exceed the applicable line item in the 20th Floor Premises and 21st Floor PremisesApproved Budget (including applicable contingencies) by more than $25,000 in a single instance, or by $150,000 in the aggregate. In the event Landlord shall be unable to deliver possession notify Tenant of any Minor Changes in advance, if practical, and promptly if advance notice is not practical, and such notice shall state the 20th Floor Premises or 21st Floor Premises to Tenant anticipated effect on the 20th Approved Budget as a result of all Minor Changes made to the date of such notice. Landlord agrees not to make any changes to the Approved Construction Drawings or the Approved Budget other than Minor Changes, without Tenant’s prior written consent as to such change and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedany increase in the New Building Project Costs associated therewith that are not provided for in or accommodated by the Approved Budget, then (x) Landlord which consent shall not be subject unreasonably withheld, conditioned or delayed. If Tenant fails to respond to a request to approve any liability for such failurechange, and (y) the Leaseother than a Minor Change, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises Approved Construction Drawings or 21st Floor Premises and, subject to the provisions of sub-paragraph Approved Budget proposed by Landlord within such five (C5) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until business days after Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises request (which request shall be adjusted forward on a day for day basis if and to accompanied by reasonable supporting documentation detailing the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter definedproposed change), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement conclusively be deemed to have approved the proposed change. If Tenant shall notify Landlord of Fixed Annual Rent with respect its objection to a change, other than a Minor Change, to the 20th Floor Premises Approved Construction Drawings or Approved Budget proposed by Landlord within such five (5) business day period, Landlord and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from Tenant shall reasonably share records and after September 1estimates, 2017 until rebid the 20th and 21st Floor Premises Commencement Date change at issue (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reasonmutually agreed), and provided cooperate to resolve any such delay is not due to any Tenant Delay or Force Majeuredifferences as soon as reasonably possible. Office Lease Exhibit G, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.Page 5

Landlord’s Work. Notwithstanding anything to the contrary in Section 32 or Exhibit “D,” Landlord shall concurrently construct Tenant improvements to the entire Premises including the Initial Premises and the Additional Premises (A“Landlord’s Work”) for Tenant’s use. Tenant shall have access to the Initial Premises only on the Commencement Date and Landlord shall not deliver possession of the Additional Premises until January 1, 2009. Landlord’s Work shall be in accordance with the following: (a) Landlord’s Work shall be designed by an architect or interior designer selected by Tenant, at subject to Landlord’s reasonable approval (the “Designer”). Landlord approves X. Xxxxx & Associates. (b) Landlord’s Work shall be in accordance with the final space plan, which is attached as Exhibit “I”’ and which has been approved by Landlord, and with the Construction Documents and approved by Landlord and Tenant, which approval shall not be unreasonably withheld, and shall be deemed given unless a party shall disapprove by written notice to the other party and the Designer given within ten (10) days after receipt of the Construction Documents. Any notice of disapproval shall state with particularity the item(s) so disapproved. In the event of any such disapproval, the Designer shall revise the Construction Documents to meet such objections and resubmit the same for approval pursuant to this subsection. Failure of the Designer to complete its sole cost Construction Documents for the Initial Premises by May 30, 2007 shall be deemed a Tenant Delay and expensethe Commencement Date shall be that date on which the Commencement Date would have occurred but for such Tenant delay. (c) Promptly following approval of the Construction Documents (the “Approved Plans”), Landlord shall perform obtain bids for Landlord’s Work from three (3) licensed general contractors selected by Landlord and Tenant consisting of Co-well Contractors, Xxxxx Builders and Casco Contractors. Landlord and Tenant shall mutually select the contractor whose bid provides for a complete Landlord’s Work in accordance with the 20th Floor Approved Plans. The contractor shall perform under a cost plus general conditions and fees/Guaranteed Maximum Price contract based on the fee structure provided and approved by Tenant and Landlord. (d) Landlord shall retain the contractor selected pursuant to subsection (c) to perform Landlord’s Work. Landlord shall cause such work to be diligently performed and to be completed by the Target Commencement Date or soon thereafter, as practicable. (e) The phrase “costs of Landlord’s Work” shall mean all out-of-pocket costs incurred by Landlord with respect to Landlord’s Work, including all planning, design and engineering fees and costs, costs and fees with respect to Tenant’s third-party project management team, the costs of obtaining all required governmental approvals and permits with respect to Landlord’s Work and all costs of construction and installation of Landlord’s Work, including purchase of materials and equipment and contractors’ fees, overhead, profit and general conditions. There shall be no administrative charge or fee by Landlord with respect to Landlord’s Work. (f) Landlord shall initially pay all costs of Landlord’s Work provided, however, in no event shall Landlord be obligated to make disbursements in a total amount which exceeds that portion of the costs of Landlord’s Work equal to the lesser of (i) the entire costs of Landlord’s Work and (ii) an amount equal to $25.00 per square foot of Rentable Area of the Premises (the Initial Premises and 21st Floor the Additional Premises). The Tenant Improvement Allowance shall be disbursed by Landlord directly to the contractor, subcontractor or vendor as designated in accordance with the construction contract (each of which disbursements shall be made pursuant to Landlord’s disbursement process). Promptly upon awarding the contract to the contractor pursuant to subsection (c), Landlord shall notify Tenant in writing of the total costs of Landlord’s Work and any portion thereof for which Tenant is responsible. If the total cost of the Tenant Improvements as set forth in the selected bid is greater than the Tenant Improvement Allowance, then Tenant shall be responsible for payment of such amount in excess of the Tenant Improvement Allowance and each payment made in relation to the costs of constructing the Tenant Improvements which is required after the Tenant Improvement Allowance has been fully expended shall be made by Tenant. Tenant shall pay to Landlord all Contractor invoices which apply to amounts in excess of the Tenant Improvement Allowance as incurred in the ordinary course of construction and in no event later than fifteen (15) days after receipt by Tenant of any such invoice whether from Contractor or Landlord. Landlord shall thereafter pay Contractor in accordance with the terms of the construction contract. In the event that, after the bid is accepted, any revisions, changes, or substitutions shall be made to the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall also be paid by Tenant. Within thirty (30) days after completion of Landlord’s Work, Landlord shall be unable provide to deliver possession Tenant a summary, in reasonable detail, of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with final total costs of Landlord’s Work substantially completedand any portion for which Tenant is responsible. Any additional amount owed by Tenant shall be paid, then as additional rent, within fifteen (x15) days after Tenant’s receipt of Landlord’s Summary. Any overpayment by Tenant shall be credited against the first rent payable by Tenant pursuant to this Lease. In addition to Landlord’s Work, Landlord shall, at Landlord’s sole cost, (A) perform any work necessary to cause the Premises (in shell condition) and associated Common Facilities to be ADA compliant (other than such work as is caused by and which is a part of the work on the Approved Plans), (B) install new roof-mounted package HVAC units with condensation lines, platforms, curbs and drops through the roof structure to service the Premises (at a capacity of one (1) ton per 400 square feet of the Premises) this work is to include required MEP and structural engineering drawings and related permits, (C) install main electrical switchgear to service the Premises (not including sub-panels or interior electrical distribution) which such electrical service shall be 800 amps, 277/480 volt, 3-phase, 4-wire power, including providing an (max) 800 amp feeder connection from the meter servicing the Premises to the Premises, (D) install a new roof structure and membrane, (E) new sanitary sewer line running east-west through the Premises, (F) new overhead fire sprinkler system, excluding drops based upon Tenant’s interior plan, (G) 2” water service stubbed into the southeast corner of the Premises, (H) separate conduit with pull strings for telephone and data stubbed into the Premises (and Landlord to remove all old phone equipment within the existing MPOE cabinet or expand the existing MPOE cabinet to allow space for Tenant’s equipment and secure access to the Tenant’s conduit from the adjacent tenant) and (I) new, ADA compliant perimeter sidewalks with ADA compliant handicap parking stalls based upon the existing location of entry/exit doors (collectively, the “Supplemental Building Work”). All such Supplemental Work has been completed as of the date hereof except item (B). All of such Supplemental Building Work shall be constructed as determined by Landlord’s in its discretion, by a contractor chosen by Landlord. In the event that Tenant requires additional HVAC capacity, Landlord shall cooperate with Tenant to obtain same, at no cost to Landlord. All HVAC work below the roof structure, including, but not limited to, ducting, thermostats and grills, shall not be subject to any liability for such failure, and (y) included in the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Supplemental Building Work. Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, not include (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1telecommunications cabling for Tenant, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th Tenant’s furniture, fixtures and 21st Floor Premises Commencement Date has not occurred by October 1equipment, 2017 for any reason, (3) Tenant’s signage and provided (4) Tenant’s antennas pursuant to Section 48.10. All such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent items shall be extended accordingly). Landlord shall not be subject the responsibility of Tenant, both as to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th performance and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) payment of the New York Real Property Lawcosts thereof.

Landlord’s Work. (A) A. A complex of building shells and common area improvements of exterior and interior design and materials as determined by Landlord substantially as shown in Exhibit A. B If any partitions are required to separate the leased premises from adjacent spaces, Landlord shall install metal stud framing only, after Tenant has performed any demolition necessary to accommodate installation of said framing. Such stud framing shall extend from the floor slab of the leased premises to the underside of the floor or roof structure Tenant shall reimburse Landlord as Tenant's share of the cost of such work, $20.00 per lineal foot of said stud framing. Tenant shall install gypsum board on Tenant's side of stud framing to underside of structure as required for a one-hour fire resistant separation. C In the event that the leased premises are located in a retail development, or in an expansion wing of a retail development, which development or expansion wing shall not yet have opened for business to the public, and Tenant shall be able to complete its construction within the leased premises prior to such opening, Landlord shall not provide a temporary barricade at the storefront lease line, except to the extent that Landlord shall determine that such barricade is necessary or desirable. If the leased premises are not located in such a development or in such an expansion wing, or if Tenant shall be unable to complete the construction of the leased premises and to open for business at the time that such development or expansion wing, as applicable, first opens for business to the public, Landlord shall provide, for Tenant's use during construction and demolition, a temporary barricade at the storefront lease line. Tenant shall reimburse Landlord $45.00 per lineal foot of storefront lease line for any such temporary barricade provided by Landlord. Landlord shall remove the storefront barricade upon completion of Tenant's Work and when Tenant is prepared to open for business as determined by Landlord. Landlord shall have the option, by written notice to Tenant, to require Tenant to remove the storefront barricade and to store the same at its sole cost and expense, shall perform Landlord’s Work in a location specified by Landlord within the 20th Floor Premises and 21st Floor Premisesregional retail development. In the event of such removal by Tenant, Tenant shall be responsible for any damage caused to the barricade by such removal and storage. In either case, Tenant shall immediately repair any damage caused to the leased premises by the removal of the barricade. D If the entire leased premises shall not have been previously occupied by another tenant or occupant, the provision of utility connections by Landlord shall be unable to deliver possession as set forth under Section II of Exhibit B-i. If the 20th Floor Premises entire leased premises shall have been previously occupied, and the following utilities or 21st Floor Premises to Tenant on utility stubs are not contained within the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedpremises, then (x) Landlord shall not cause said utilities to be subject extended to any liability for such failurewithin the leased premises at a point which is closest to Landlord's pickup point. Such utilities shall include: sanitary, domestic cold water, plumbing vent (where applicable), fire protection, and air conditioning supply duct stub (ywhere applicable) the Refer to Exhibit B-i (and/or to other construction exhibits, if any, attached to this Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable for additional information on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.certain utilities

Landlord’s Work. (A) For that portion of the Premises on the first floor, the Landlord, at its sole cost and expense, shall perform the Landlord’s Work sole cost, will be responsible for the removal of the walls and kitchenette identified in blue on the plan dated April 29, 2016 and prepared by Parallel 45 Design Group Ltd. attached to the Lease as Schedule B1. Removal will include patching and repairing those areas where the walls were disconnected from adjoining walls. For that portion of the Premises on the second floor the Landlord, at the Landlord’s sole cost, will remove the existing door and install drywall ready to accept the Tenant’s finishing in the 20th Floor location shown in orange on the floor plan attached to the Lease as Schedule B1. All other work within the Premises and 21st Floor Premises(the Tenant’s Fit-up) shall, subject to the prior written approval of the Landlord, be the responsibility of the Tenant. In order to approve the event Tenant’s Fit-up the Landlord shall will require the final plans, specifications and costs all of which must be unable to deliver possession the Landlord’s satisfaction. At the time of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedreview of the Tenant’s final plans and specifications the Landlord will be prepared to indicate, then (x) Landlord shall in writing, which, if any, of the Tenant’s Fit-up will not be subject to any liability for such failure, the surrender and (y) restoration provisions of the Lease, as modified detailed in paragraph 19 herein and elsewhere where applicable. No work under the Tenant’s Fit-up can commence without the prior written approval of the Landlord. Upon completion of the Tenant’s Fit-up, the issuance of an occupancy permit by this Agreementthe Buildings Branch of the City of Ottawa, shall remain the expiry of all lien periods, written confirmation from the Tenant that all trades and suppliers having worked on or supplied material for the Tenant’s fit-up have been paid in full force and effect without extension the Tenant is in occupancy of the Term Premises the Landlord will provide the Tenant with respect to a payment of $190,740.00 plus HST (the 20th Floor Premises or 21st Floor Premises and“Tenant Inducement”), subject to less the provisions amount setoff against the security deposit (as set out in s 3(d)), regardless of sub-paragraph (C) below, the actual cost of the Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to oneFit-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawup.

Landlord’s Work. (A) Landlord, at its sole cost and expense, shall perform Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (xa) Landlord shall not repair and maintain or cause to be subject to any liability for such failurerepaired and maintained the roof (structural portions only), exterior walls and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension other structural portions of the Term with respect Initial Building. The cost of all work performed by Landlord under this Section 12.1 shall be an Operating Expense hereunder, except to the 20th Floor Premises or 21st Floor Premises and, subject extent such work (i) is required due to the provisions negligence of sub-paragraph Landlord, (Cii) belowis a capital expense not includible as an Operating Expense under Section 9.2 hereof, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect or (iii) is required due to the 20th Floor Premises negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof). Tenant knowingly and 21st Floor Premises shall not commence until voluntarily waives the right to make repairs at Landlord’s Work in expense, except to the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates extent expressly set forth in Exhibit C-1 Section ‘12.1(b), or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord under Section 12.1(a) and C-2 hereof setting forth the rates such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of Fixed Annual Rent payable on account of the 20th Floor Premises such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and 21st Floor Premises shall be adjusted forward on a day for day basis if and thereafter to the extent necessary pursue such performance diligently to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter definedcompletion), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect have the right to the 20th Floor Premises perform such repairs or maintenance and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability reimburse Tenant for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” reasonable cost thereof within the meaning of Section 223(afifteen (15) days after written notice from Tenant of the New York Real Property Lawcompletion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. (Aa) Landlord shall construct a new building in which the Premises will be located containing approximately 46,335 rentable square feet. The base building work to be performed by Landlord and the specifications for such work are described on Exhibit E. (i) Tenant shall, within fifteen (15) days from the date hereof, provide Landlord with schematic plans and specifications (the “Plans”) showing the work which Tenant desires Landlord to perform in the Premises which will include improvements required to make the Premises suitable for use by Tenant in Tenant’s business (the “Interior Improvements”). Within fifteen (15) days after Tenant submits plans and specifications to Landlord, Landlord shall advise Tenant that Landlord has either (a) approved the Plans or (b) disapproved the Plans, in which event Landlord shall specify in writing in what respects the Plans are not acceptable to Landlord and what revisions to the Plans will be required in order to make the Plans acceptable to Landlord, in which event Tenant shall, within seven (7) days, revise the Plans in order to accommodate the revisions required by Landlord, if Landlord does not approve or disapprove the Plans submitted to it by Tenant within fifteen (15) days after the Plans have been received by Landlord, the Plans shall be deemed to be approved by Landlord, and the Premises shall be constructed in accordance with the Plans submitted by Tenant. Landlord shall notify Tenant of those initial Tenant improvements of which the Landlord will require the Tenant to remove from the Premises at its the expiration or earlier termination of this Lease, at Tenant’s sole cost and expense, shall perform . Within thirty (30) days after Landlord’s Work approval of the Plans, Landlord shall have prepared construction drawings and specifications, consistent with the approved Plans, and sufficient for Landlord to bid out and construct all improvements desired by Tenant in the 20th Floor Premises and 21st Floor Premises(the “Construction Drawings”). In the event Landlord The Construction Drawings for Landlord’s work shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises provided to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedfor review, then (x) Landlord but shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if approval unless and to the extent necessary to correspond the Construction Drawings are materially inconsistent with the Plans, in which event Tenant’s consent, which shall not be unreasonably withheld and which shall be deemed given if Tenant does not object within five (5) days after receipt of the Construction Drawings, shall be required. If Tenant objects to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred Construction Drawings prepared by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occursLandlord, Tenant shall receive an abatement of Fixed Annual Rent with specify in writing in what respects the Construction Drawings are not acceptable and what revisions will be required in order to make the Construction Drawings acceptable to Tenant. (ii) With respect to the 20th Floor Premises cost of performing the work required by this Article, for individual components of the work for any specific trades which are in excess of $25,000.00, Landlord shall obtain, or cause its general contractor to obtain, at least three (3) bids. (iii) Landlord shall construct the Interior Improvements in accordance with the Plans approved by (or deemed to be approved by) Landlord and 21st Floor Premises equal Construction Drawings in accordance with this section and in good and workmanlike manner. Tenant agrees to one-half of one day’s Fixed Annual Rent for each day from designate two persons who are authorized to originate and/or approve change orders and after September 1, 2017 until additions associated with the 20th and 21st Floor Premises Commencement Date (and as applied Interior improvements to the 21st Floor Premises. These designees are: Pxxx XxXxxx and Mxxx Xxxxx. Landlord shall (subject to delays resulting from the occurrence of events of force majeure) diligently pursue the construction of the Premises so that the Premises will be Substantially Complete (as hereinafter defined) and ready for occupancy within seven (7) months of the date Landlord obtains a building permit for the base building improvements for the Building; provided, however, that if circumstances beyond Landlord’s reasonable control (including, without limitation, delays caused by Tenant, force majeure or Landlord’s inability to get appropriate governmental permits required for the Interior Improvements) prevent Landlord from completing such work by such date, then the period that Tenant does not pay Fixed Annual Rent for Landlord to perform such work shall be extended accordinglyby an amount of time by which Landlord was unable to perform it work as a result of such delay. (iv) Landlord shall pay all costs and expenses incurred in constructing the Interior Improvements in accordance with the approved Construction Drawings to the extent that such costs and expenses do not exceed Twenty-four and 00/100 Dollars (2$24.00) if per rentable square foot of Premises (“Landlord’s Contribution”). If bids or estimates received by Landlord for the 20th completion of the work described in the Plans and 21st Floor the Construction Drawings indicate that the cost of performing such work will exceed Landlord’s Contribution, Landlord shall promptly advise Tenant of Landlord’s estimate of the amount by which the cost of the Interior Improvements will exceed Landlord’s Contribution, in which event Tenant shall either (i) within five (5) days after receipt of Landlord’s notice respecting the cost of the Interior Improvements, revise or amend the approved Plans and the Construction Drawings in order to reduce the cost of constructing the Premises Commencement Date has not occurred to an amount equal to or less than Landlord’s Contribution, or (ii) deposit with Landlord the amount by October 1which the cost of the Interior Improvements, 2017 for any reasonas estimated by Landlord, exceeds Landlord’s Contribution. If Tenant fails to revise or amend the Plans and provided such delay is not due to any Tenant Delay or Force Majeurethe Construction Drawings, then once the 20th and 21st Floor Commencement Date actually occursas aforesaid, Tenant shall receive an abatement be deemed to have exercised the option set forth in clause (ii) above. The costs of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor PremisesInterior Work will include all architectural or engineering design costs, the period costs of obtaining permits and approvals for the Interior Improvements, plan review and similar charges, a general conditions fee of not more than nine percent (9%), a overhead fee of not more that Tenant does five percent (5%) and a construction supervision fee of not pay Fixed Annual Rent shall be extended accordinglymore that five percent (5%). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.

Landlord’s Work. (Aa) No later than the Effective Date, Landlord shall cause to be delivered to Tenant for Tenant’s review (or otherwise make available to Tenant in the plan room located in the lower level of the Building) all construction and mechanical engineering plans and documents (both those in hard copy and CAD) in Landlord’s possession in order for Txxxxx’s architect to review and complete the Tenant fitout planning for Landlord’s Work for the Premises containing sufficient detail in order for Landlord (or the Approved Contractor) to obtain all applicable permits and governmental approvals and otherwise consistent with the Landlord’s Work (the “ Construction Drawings”) . Landlord represents to Tenant it has provided to Tenant a full set of CAD drawings for the third floor of the Building and hard copy plans for the remainder of the Building, at but otherwise cannot assure Tenant or its sole cost architect that it can provide further existing architectural or mechanic plans for the Building that Tenant or its architect may require. Tenant shall cause to be delivered to Landlord on or before June 15, 2017 the Construction Drawings for Landlord’s approval, which approval of Landlord shall not be unreasonably withheld, conditioned or delayed and expensewill be granted or withheld within five (5) days after Txxxxx’s delivery of same to Landlord. If Landlord disapproves the proposed Construction Drawings, Landlord shall perform specify the basis for such disapproval in reasonable detail, and Tenant will cause its architect to revise the Construction Drawings to address such deficiencies and promptly submit the same to Landlord. The scope of Landlord’s review of any such revised Construction Drawings will be limited to Txxxxx’s architect’s correction of the items specified by Landlord in Landlord’s notice of disapproval. Landlord will notify Tenant of Landlord’s approval or disapproval of such revised Construction Drawings within five (5) days following receipt of same, and this process shall continue until Landlord has approved the Construction Drawings (with such approved Construction Drawings constituting the “ Approved Construction Drawings ”). Landlord and Tenant confirm and agree that the Approved Constructing Drawings shall be fully approved by July 1, 2017 in order to allow the parties sufficient time to timely approve the Landlord’s Approved Contractor and complete Landlord’s Work in accordance with this Lease. (b) As set forth in the 20th Floor prior paragraph (a), Landlord and Tenant shall on or before July 1, 2017 agree upon the work to be done within the Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant as shown on the 20th Approved Construction Drawings by the Landlord (by and 21st Floor Anticipated through the Approved Contractor) prior to the Term Commencement Date with (the “ Landlord’s Work substantially completed”) pursuant to the Approved Construction Drawings. Tenant shall have the right, then as part of Landlord’s Work, to install in the Premises and thereafter maintain and operate its own heating, ventilating, and/or air-conditioning units to provide heating, ventilating and cooling to the Premises, including without limitation, equipment and support structures in a portion of the Building or Land outside the Premises as requested by Tenant and reasonably approved by Landlord (xcollectively, the “ Supplemental HVAC ”), which Supplemental HVAC shall be subject to Landlord’s reasonable approval, as more particularly described in Section 3.5(a) hereof. Landlord and Txxxxx agree to mutually cooperate with one another in finalizing the Landlord’s Work schedule. The portion of the cost of Landlord's Work in the amount of the Tenant’s Share of the Landlord’s Work Costs shall be borne by Tenant, with the balance borne and paid for entirely by Landlord, as more fully set forth below in Section 3.6. The Landlord's Work shall be performed by Landlord's Approved Contractor to be selected in accordance with this Lease and the cost of Landlord's Work shall include, without limiting the generality of the foregoing, (a) the entire cost of demolishing the existing improvements and building out the Premises in accordance with the Approved Construction Drawings, (b) the cost of all materials and labor related to the Landlord's Work and all permit fees, (c) the cost of full scale architectural and engineering costs in connection therewith (including the cost of Tenant’s architect), (d) a construction management fee payable to Lincoln Property Company (or any affiliated entity) equal to three percent (3%) of the so-called “hard costs” of the Landlord’s Work, and (e) the "Cost of the Work", as defined in AIA Document A111 (1987 Edition) (and also specifically including the cost of the general conditions of the Approved Contractor). Landlord’s Work shall otherwise be performed in a good and workmanlike manner. Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant hereby agree that Landlord, unless included in Landlord’s Work, shall not be subject to any liability responsible for such failurethe construction, relocation or installation of security card readers, office furniture, security systems, internal/external telecommunications, voice and data cabling or other telephone, data and communications equipment (y) collectively the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, “ Tenant’s Initial Work ”) nor shall Landlord have any obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicabletherefore. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement have the right to install as part of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended Initial Work its own security system at the entry to constitute an “express provision to the contrary” and within the meaning of Section 223(a) of the New York Real Property LawPremises.

Landlord’s Work. (Aa) Prior to delivery of possession of the Premises to Tenant, Landlord shall complete the work described in Exhibit “E” (referred to as “Landlord’s Work”). Landlord shall provide an allowance of $12.50 per square foot of the office area only to cover the cost of Landlord’s Work, at its sole and in addition. Landlord shall pay for the cost of installing the bathrooms and expensedemising wails (which shall be in addition to the $12.50 allowance.) Tenant shall be responsible for any costs in excess of $12.50/ft of the office area, which excess shall perform be paid to Landlord upon demand. (b) Provided Tenant has paid the first month’s rent, and security deposit and delivered evidence of insurance as required by this Lease, Landlord shall use reasonable efforts to complete Landlord’s Work and deliver possession of the Premises to Tenant by July 15, 2004, subject to Tenant delays, delays in vacating by Xxxxxxxxxxx Xxxxxx, permit delays, and other delays beyond Landlord’s reasonable control. All work shall be performed by Landlord in a good and workmanlike manner, using new materials where components are being replaced or added, and upon completion of the 20th Floor Work the Premises will be delivered to Tenant in compliance with all applicable laws, ordinances and 21st Floor codes. Tenant acknowledges that Landlord intends to utilize many existing components and systems within the Premises, including without limitation the HVAC system. In the event Landlord shall deliver the Premises with all mechanical, HVAC, electrical, plumbing and other related systems in good working order on the Commencement Date. Except for Tenant delays, if Landlord has not substantially completed the Landlord’s Work on or before July 15, 2004, then the Commencement Date shall be unable extended one day for each day of delay until Landlord is able to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) complete. Landlord shall not be subject have the right to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension complete punchlist items of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises during Tenant’s occupancy and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates Tenant shall not unreasonably interfere with Landlord’s Work. (c) Within ten (10) days of Fixed Annual Rent payable on account delivery of possession to Tenant of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability schedule with Tenant a walk through for penalties or damages for failure to substantially complete Landlord’s Work by the 20th purpose of determining unperformed and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawimproperly performed work.

Landlord’s Work. (A) Landlord is in the process of constructing the Building at the Property. Landlord, at its Landlord’s sole cost and expenseexpense shall construct Landlord’s initial construction of the Building including, but not limited to, all shell and core improvements for the Building (including the underground parking garage), all landscaping, plaza areas, walkways, driveways, sidewalks, Building amenities and other improvements on the Land, and shall construct the Building and the Premises and perform certain base building improvements to prepare the Premises for Tenant’s Work (as defined below), as such construction and improvements are shown on Exhibit A-3 attached hereto, including those items listed under “LL” on the Landlord/Tenant Work Matrix (the “Work Matrix”) attached hereto as Exhibit A-4 (collectively, “Landlord’s Work”). Lxxxxxxx’s Work and Tenant’s Work shall be constructed by Consigli Construction (or a licensed and qualified contractor with substantial experience in constructing life sciences office and laboratory space reasonably selected by Landlord if Landlord reasonably determines that Consigli Construction will not be able to complete Landlord’s Work in the 20th Floor Premises and 21st Floor PremisesTxxxxx’s Work) (“Landlord’s Contractor”). In the event Landlord shall be unable cause Lxxxxxxx’s Contractor to construct Landlord’s Work and Txxxxx’s Work in a good and workmanlike manner, in accordance with applicable laws and building codes, in compliance with applicable permits for Landlord’s Work and Tenant’s Work, and in accordance with Landlord’s Plans and Tenant’s Plans. Landlord shall deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant and Txxxxx agrees to accept the Premises with Lxxxxxxx’s Work and Txxxxx’s Work Substantially Complete. Tenant acknowledges that except as set forth in this Section 3.2, it is not relying on any representations of Landlord or Landlord’s agents or employees as to the 20th and 21st Floor Anticipated Commencement Date with current condition or the condition of Landlord’s Work substantially completedor Tenant’s Work, then (x) and Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term have no obligation with respect to thereto except as may be expressly set forth in this Lease. The materials and equipment furnished in the 20th Floor Premises or 21st Floor Premises and, subject to the provisions performance of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in and Tenant’s Work will be of good quality (consistent with first-class office and laboratory spaces, as the 20th Floor Premises case may be), new and 21st Floor Premises has been substantially completed of recent manufacture and Landlord’s Work and Tenant’s Work, all components thereof and the dates set forth Building Systems shall be in Exhibit C-1 good working order and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account condition as of the 20th Floor Premises completion of Landlord’s Work. On the Commencement Date the Building including, but not limited to, the roof and 21st Floor Premises shall foundation will be adjusted forward on a day for day basis if in good condition and to leak-free. If it is determined that the extent necessary to correspond to roof or foundation is not in such condition as of the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if Landlord shall cause the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reasonsame to be put in such condition promptly after having notice thereof, and provided all costs and expenses of such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent corrective work shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day excluded from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property LawOperating Costs.

Landlord’s Work. (A) Commencing at any time on or after January 1, 2018, Landlord, at its Landlord’s sole cost and expense, shall perform (a) remove the internal staircase connecting the second (2nd) and third (3rd) floors and (b) replace the slab between the second (2nd) and third (3rd) floors (collectively, “Landlord’s Work”). Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th performed in a good and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly)workmanlike manner. Landlord shall not be subject use reasonable efforts to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by no later than January 31, 2018. Any request from Landlord to commence Landlord’s Work prior to January 1, 2018, shall be submitted in writing to Tenant; provided, however, Tenant reserves the 20th right, in its sole and 21st Floor Anticipated Commencement Date absolute discretion to approve or deny such request. Tenant acknowledges that, except as set forth in Subsection III,D.(iii) below, Landlord’s Work will be performed exclusively after Normal Business Hours, but otherwise during the current period of Tenant’s occupancy of the Remaining Premises. Landlord shall use commercially reasonable efforts to coordinate Landlord’s Work with Tenant’s schedule to minimize disruption to Tenant’s business operations, but there shall be no diminution or abatement of Annual Basic Rent or Additional Rent or other compensation due from Landlord to Tenant hereunder, nor shall the Lease or this Third Amendment be affected or any other date and the remedies set forth herein shall constitute of Tenant’s sole remedies therefor. The provisions obligations thereunder reduced, and Landlord shall have no responsibility or liability for any inconvenience or disruption to Tenant’s business operations unless such inconvenience or disruption (i) is the result of this Article are intended to constitute an “express provision to negligence on the contrary” within the meaning part of Section 223(aLandlord, its agents, employees or contractors, and (ii) substantially deprives Tenant of its use and enjoyment of the New York Real Property LawRemaining Premises. Landlord agrees to cause the general contractor performing the Landlord’s Work to name Tenant as an additional insured on such contractor’s liability insurance policy maintained in connection with Landlord’s Work.

Landlord’s Work. Landlord shall cause the following work to be performed at the Project: (Aa) Repair the three (3) AAON HVAC units (replace the coils and refurbish the units) and replace the 50-ton Carrier HVAC unit at the 10240 Building with a new HVAC unit of a size to be determined after Landlord performs final engineering calculations for such building. In addition, Landlord will provide controls to each of the VAV units, rooftop units and the unit in Tenant’s computer room in the 10240 Building necessary to enable the Premises in such building to be air conditioned and heated in a first-class and cost efficient manner. The work described in this Section 4.1(a) may be collectively referred to herein as the “HVAC Work.” Subject to Landlord’s receipt of final engineering design and subject to availability of equipment, Landlord estimates that the HVAC Work will be completed within ten (10) to eighteen (18) weeks after Landlord orders parts and equipment and Landlord agrees to order such parts and equipment no later than February 23, 2007. Landlord shall otherwise cause the HVAC Work to be completed as soon as reasonable possible in accordance with a schedule reasonably approved by Tenant. (b) Upgrade the fire/lifesafety systems in the 10220 Building and the 10260 Building to a level that is at its least consistent with the quality of the fire/lifesafety system within the 10240 Building (collectively, the “Fire/Lifesafety Work”). The Fire/Lifesafety Work shall include the addition of pull stations, sirens, strobes, emergency announcement systems and other fire/lifesafety improvements required by law. Landlord agrees to use commercially reasonable efforts to cause the Fire/Lifesafety Work to be completed no later than July 1, 2007, subject to Landlord’s ability to obtain permits for such work on a timely basis and the availability of necessary parts and equipment. (c) Upgrade the restrooms in the 10260 Building (including tile and ventilation) to be consistent with the quality and function of the restrooms within the 10240 Building (collectively, the “10260 Restroom Work”). Landlord agrees to use commercially reasonable efforts to cause the 10260 Restroom Work to be completed on or before July 1, 2007. (d) Install a back-up generator to supply power to that portion of the Premises located in the 10220 Building and the air handlers serving such portion of the Premises for the computer server room therein (collectively, the “Generator Work”). Landlord shall use commercially reasonable efforts to cause the Generator Work to be completed on or before September 1, 2007, subject to Landlord’s timely receipt of necessary permits and the availability of necessary parts and equipment. Such back-up generator shall be used by Tenant only during (i) testing and regular maintenance, and (ii) any period of electrical power outage at the Project. Tenant shall be entitled to operate the generator for testing and regular maintenance only upon notice to Landlord and at times reasonably approved by Landlord which approval will not be unreasonably withheld, conditioned or delayed. Any repairs and maintenance of such generator shall be the sole cost and expense, shall perform responsibility of Tenant. To the extent that specifications for any of Landlord’s Work are not designated in the 20th Floor Premises and 21st Floor Premises. In the event Landlord this Section 4.1 above, such specifications shall be unable as reasonably determined by Landlord and Tenant. Except as specifically set forth in this Section 4.1, Tenant hereby agrees to deliver possession of accept the 20th Floor Premises or 21st Floor Premises to in its “as-is” condition and Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) hereby acknowledges that Landlord shall not be subject obligated to provide or pay for any liability for such failure, and (y) improvement work or services related to the Lease, as modified by this Agreement, shall remain in full force and effect without extension improvement of the Term with respect to Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account condition of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, except as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and expressly provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of in this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law4.1 above.

Landlord’s Work. The “Initial Tenant Work” shall be constructed by Landlord in accordance with, and subject to, the provisions hereof, and shall consist of the work to be described in the Construction Documents prepared pursuant to Section 5.4. The “Substantial Completion Date” shall mean the date on which Landlord has substantially completed the Initial Tenant Work. Landlord shall use reasonable efforts to substantially complete the Initial Tenant Work on or before the date (Athe “Estimated Term Commencement Date”) that is the first day of the seventh (7th) calendar month following the later of (i) Landlord, at its sole cost ’s and expense, shall perform LandlordTenant’s Work in mutual approval of the 20th Floor Premises Construction Documents and 21st Floor Premises(ii) the issuance of the building permit for all of the Initial Tenant Work. In the event Landlord shall be unable to deliver possession of that the 20th Floor Premises or 21st Floor Premises to Tenant on Substantial Completion Date is delayed beyond the 20th and 21st Floor Anticipated Estimated Term Commencement Date with Landlord’s Work substantially completed(other than due to a Tenant Delay, as defined below), then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the “Estimated Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates Commencement Date” set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account Section 1 of the 20th Floor Premises and 21st Floor Premises Lease shall be adjusted forward on a delayed by one day for each day basis if of such delay by Landlord in achieving the Substantial Completion Date. In addition, Landlord shall perform the base building work described on Exhibit G attached hereto using Building standard materials (the “Base Building Work”). The cost of the Base Building Work shall be performed at Landlord’s expense. Landlord shall use reasonable efforts to substantially complete the Base Building Work on or before the Estimated Term Commencement Date. In the event that substantial completion of the Base Building Work is delayed beyond the Estimated Term Commencement Date (other than due to any request or other delay caused by an act or omission of Tenant or any person acting under Tenant that shall constitute a Tenant Delay in accordance with Section 5.11 hereof) and to the extent necessary to correspond to such delay actually delays Tenant’s commencement of occupancy of the actual 20th and 21st Floor Premises for the regular conduct of its business, then the “Estimated Term Commencement Date” set forth in Section 1 of the Lease shall be deemed to be delayed by one day for each day of such delay by Landlord in the substantial completion of the Base Building Work. For purposes hereof, as applicable“substantially complete” and “substantial completion” shall mean that the applicable work by Landlord under this Section 5.3 has been completed (including a temporary or permanent certificate of occupancy (or its equivalent) for the Permitted Use shall have been obtained and delivered to Tenant), other than Final Punchlist items to be completed in accordance with Section 5.9 hereof. The foregoing notwithstandingprovisions shall be self-operative, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, but in confirmation thereof at Landlord’s request Tenant shall receive execute and deliver an abatement instrument confirming the date on which substantial completion of Fixed Annual Rent with respect such work occurred, provided that any failure by Tenant to execute and return such confirmatory instrument (or to provide written objection identifying the 20th Floor Premises and 21st Floor Premises equal to one-half elements of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period work that Tenant does not pay Fixed Annual Rent claims must be completed in order to achieve substantial completion of such work) within five (5) Business Days after its delivery to Tenant shall be extended accordingly) and (2) if deemed Tenant’s acknowledgement that the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to applicable work was substantially complete Landlord’s Work by on the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawin such instrument.

Landlord’s Work. 31.1 On or before the Commencement Date (Asubject to an Event of Force Majeure and any delays arising due to the act or omission of Tenant or its Agents), Landlord will construct or cause to be constructed a fitness facility on the first (1st) floor of the Building for the use of the tenants of the Building (the “Fitness Center”’). Landlord will provide Tenant with the plans and specifications for the Fitness Center promptly following Landlord’s approval thereof, as well as a list of the equipment Landlord will place in the Fitness Center; however, Tenant will not have a right to modify, object to, or make comments to such plans and specifications. During the Term, Landlord will operate and maintain the Fitness Center in a manner consistent with other fitness facilities in buildings comparable to the Building in the West Houston/Energy Corridor submarket. 31.2 Landlord, at its sole cost and expenseexpense (but not to exceed $200,000.00), shall perform will update the elevator lobby and restrooms located on the third (3rd) floor of the Building as determined by Landlord in its sole discretion. Landlord will provide Tenant with the plans and specifications for the upgrade promptly following Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event approval thereof; however, Landlord shall be unable will use reasonable efforts to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, accommodate Tenant’s obligation reasonable comments to pay Fixed Annual Rent such plans and Additional Rent with respect to specifications. 31.3 On or before the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (subject to an Event of Force Majeure and as applied any delays arising due to the 21st Floor Premisesact or omission of Tenant or its Agents), Landlord will construct or cause to be constructed a conference facility on the period that Tenant does not pay Fixed Annual Rent shall be extended accordinglythird (3rd) and floor of the Building for the use of the tenants of the Building (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly“Conference Center”). Landlord shall not be subject to any additional liability will provide Tenant with the plans and specifications for penalties or damages for failure to substantially complete the Conference Center promptly following Landlord’s Work by approval thereof, as well as a list of the 20th equipment Landlord will place in the Conference Center; however, Tenant will not have a right to modify, object to, or make comments to such plans and 21st Floor Anticipated Commencement Date or any specifications. During the Term, Landlord will operate and maintain the Conference Center in a manner consistent with other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision conference facilities in buildings comparable to the contrary” within Building in the meaning of Section 223(a) of the New York Real Property LawWest Houston/Energy Corridor submarket.

Landlord’s Work. (A) LandlordPrior to delivery of possession, Landlord shall furnish and install, at its Landlord’s sole cost and expense, certain new leasehold improvements in the Demised Premises (the “Landlord’s Work”), which shall perform be performed by Landlord and/or its agents and subcontractors in a good and workmanlike manner. An affiliate of Landlord, namely, Minkoff Development Corporation (“MDC”), shall act as general contractor and construction manager for Landlord’s Work. The scope of Landlord’s Work shall be as follows, and unless otherwise noted, all materials, finishes, fixtures, hardware and equipment installed as part of Landlord’s Work shall be selected from Landlord’s Building Standard items: Ø Construct a full height, 2 hour rated demising wall along column line 11 on the second floor of the Building, located on the column line 10 side of column line 11, as shown on the Building architectural drawings prepared by DNC Architects, Inc. The wall will be taped, spackled, sanded and ready for painting by Tenant. All existing improvements that (i) are in the 20th Floor Premises and 21st Floor way of constructing the new demising wall, or (ii) penetrate the new wall will be disconnected and/or demolished on the Tenant’s side of the new demising wall; they will not be reconnected and/or reconstructed in the Demised Premises. In Accordingly, to the event extent that the existing plumbing, electrical, HVAC and mechanical systems are affected by the construction of the new demising wall, they will not be in good working order on the date Landlord shall be unable to deliver delivers possession of the 20th Floor Premises or 21st Floor Demised Premises to Tenant, as Tenant will be modifying and completing those systems as part of Tenant’s Work. Ø Construct a full height, 2 hour rated demising wall along column line 13 on the 20th first floor of the Building, located on the column line 12.5 side of column line 13 and 21st Floor Anticipated Commencement Date with Landlordimmediately adjacent to the existing wall on column line 13. The wall will be taped, spackled, sanded and ready for painting by Tenant. All existing improvements that (i) are in the way of constructing the new demising wall, or (ii) penetrate the new wall will be disconnected and/or demolished on the Tenant’s Work substantially completed, then (x) Landlord shall side of the new demising wall; they will not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work reconnected and/or reconstructed in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and Demised Premises. Accordingly, to the extent necessary that the existing plumbing, electrical, HVAC and mechanical systems are affected by the construction of the new demising wall, they will not be in good working order on the date Landlord delivers possession of the Demised Premises to correspond Tenant, as Tenant will be modifying and completing those systems as part of Tenant’s Work. Ø Remove all HVAC ductwork and controls between column lines 8 and 11 on the second floor that are connected to the actual 20th and 21st Floor Premises Commencement Dateexisting VAV roof top unit. That VAV unit will only serve the adjacent tenant space after completion of the Landlord’s Work. Tenant, as applicablepart of Tenant’s Work, will furnish and install the HVAC equipment, ductwork and associated controls to serve this area. The foregoing notwithstanding, Ø Remove all HVAC ductwork and controls between column lines 11 and 13 on the first floor that are connected to the two (2) existing constant volume roof top units “B”. One (1) if of those units will continue to serve the 20th Tenant’s space between column lines 11 and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once 13 on the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly)first floor. Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by furnish and install the 20th main supply and 21st Floor Anticipated Commencement Date or any other date return ducts from that unit, and shall stub them through the remedies set forth herein shall constitute new demising wall on column line 13 into the Demised Premises. Tenant, as part of Tenant’s sole remedies thereforWork, shall complete the HVAC ductwork and control system for this area. The provisions of this Article are intended to constitute an “express provision Ø Disconnect all lighting fixtures and switches, power receptacles, battery packs and exit lights whose circuits cross the new demising walls on each floor, and remove the circuit back to the contrary” within nearest junction box. On the meaning of Section 223(a) first floor, completely remove the existing UPS room. Ø Provide any modifications to the sprinkler system and fire alarm system that are required due to the construction of the New York Real Property Lawnew demising walls. Ø Remove all debris created by constructing the new demising walls, and leave the Premises broom clean.

Landlord’s Work. The Landlord shall construct the Building of which the Premises forms part, in accordance with plans and specifications as follows: Architectural: November 20, 2003, Mechanical/Electrical: November 8, 2003, Structural: November 19, 2003, Security: November 10, 2003 which have been provided to the Tenant (Athe “Landlord’s Work”). No later than February 20, 2004, the Landlord will provide the Tenant with an updated and current set of plans and specifications in respect of the Landlord’s Work (the “Final Plans”). If the Tenant is not satisfied with the scope of Landlord’s Work or the Landlord elects not to implement any modifications reasonably required by the Tenant in order to efficiently operate its business, the Tenant will not be permitted to insist upon the modifications not so implemented but, in lieu thereof, the Tenant may elect to terminate the agreement arising out of this Offer provided such election to terminate is exercised by notice in writing to the Landlord on or before February 27, 2004. No changes may be made to the Final Plans which materially adversely affect (i) the Tenant’s Work, (ii) the cost of completing Tenant’s Work or (iii) the efficient operation of the Tenant’s business without the consent of the Tenant. For the purposes of this Offer and the Lease the condition of the Building as delivered to the Tenant on completion of the Landlord’s Work shall be deemed to be the base building condition. Subject to events of force majeure, at its sole cost the Landlord’s Work shall be completed by no later than November 1, 2004. Should the Landlord’s Work not be completed by December 1, 2004 as a result of a default by the Landlord that is not an event of force majeure, the Tenant shall be entitled to two (2) days’ free basic rent, prorated based on a 30 day month, for each day after December 1, 2004 that the Landlord’s Work is not substantially completed and expense, the Tenant has not been delivered possession of the Premises. The Fixturing Period shall perform commence on the Commencement Date of the Lease specified in Section 2(b) hereof. The Landlord undertakes to use reasonable commercial efforts to provide the Tenant with as much advance written notice as is reasonably possible as to the anticipated date of Substantial Completion of the Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the , which in any event Landlord shall be unable at least five (5) days advance notice. The parties agree that two (2) days’ free basic rent for each day after December 1, 2004 that the Landlord’s Work is not substantially performed and the Tenant has not been delivered possession of the Premises is a representation of the true damages that the Tenant will suffer as a result of any delay in the substantial completion of the Landlord’s Work and the Landlord’s failure to deliver possession of the 20th Floor Premises or 21st Floor and is not a penalty. Should the Tenant not be delivered possession of the Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedby November 1, 2005, for any reason whatsoever, then (x) Landlord shall not be subject to any liability for such failure, at the Tenant’s sole option and (y) discretion the Tenant may terminate the Offer and the Lease, as modified by this Agreementand damages will be calculated in their usual manner. During the Fixturing Period the Tenant shall be responsible for all work within the Premises, shall remain in full force and effect without extension addition to the Landlord’s Work, which may be necessary to operate the Tenant’s business therein (the “Tenant’s Work”). Prior to the commencement of the Term with respect Fixturing Period, the Tenant shall provide a copy of its plans and specifications for the Tenant’s Work to the 20th Floor Premises Landlord for its prior written approval prior to commencing construction, not to be unreasonably withheld or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawdelayed.

Landlord’s Work. (A) Landlord, at its sole cost and expense, shall perform At Landlord’s Work sole cost, Landlord shall be responsible and perform such work to insure that the Building, path of travel, and all common areas including the bathrooms on each floor are in compliance with all applicable codes including, by way of illustration but not limitation, current fire/life safety, ADA and Title 24 energy conservation codes. The Landlord’s Improvements are more particularly set forth in those certain Construction Drawings for the 20th 12th Floor Premises and 21st the 13th Floor Premises, dated April 6, 2004, prepared by Xxxxx Xxxxxxx of Xxxxxxxx Architectural Group (which Construction Drawings were heretofore reviewed and approved by the parties and submitted to the City of San Francisco). In The letter of credit shall be for the event amount specified in the Lease to which this Exhibit is attached (as renewed or replaced pursuant to the Lease or this Exhibit, the “Letter of Credit”). The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank acceptable to Landlord (in its sole discretion) that has an office in San Francisco, Los Angeles or New York City that accepts requests for draws on the Letter of Credit, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least 45 days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date thirty (30) days after the Expiration Date (as same may be extended in accordance with the terms and conditions of the Lease). Landlord shall be unable entitled to deliver possession draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice is barred by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire prior to the expiration of the 20th Floor Premises Letter of Credit, or 21st Floor Premises (b) not less than 30 days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Tenant on the 20th and 21st Floor Anticipated Commencement Date Landlord a new Letter of Credit in accordance with Landlord’s Work substantially completedthis Exhibit. Landlord may, then (x) Landlord but shall not be subject to any liability for such failureobligated to, and (y) apply the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and amount so drawn to the extent necessary to correspond cure Tenant’s failure. Any amount drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under this Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the actual 20th and 21st Floor Premises Commencement Dateextent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurscase may be, Tenant shall receive an abatement reinstate the Letter of Fixed Annual Rent with respect Credit to the 20th Floor Premises amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and 21st Floor Premises equal to one-half no condition exists or event has occurred which after the expiration of one day’s Fixed Annual Rent for each day from any applicable notice or cure period would constitute such a default, within thirty (30) days after the expiration or sooner termination of the Term the Letter of Credit and after September 1any cash security deposit, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premisesextent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the period that Tenant does not pay Fixed Annual Rent transferring Landlord shall be extended accordingly) and (2) if released by Tenant from all liability for the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reasonreturn of such security, and provided such delay is not due Tenant agrees to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect look to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent transferee solely for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies thereforreturn of said security. The provisions of this Article are intended hereof shall apply to constitute an “express provision to the contrary” within the meaning of Section 223(a) every transfer or assignment made of the New York Real Property Lawsecurity to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: SunAmerica Life Insurance Company 0 XxxXxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000-0000 Attention: Xxxxx X. Xxxxx NOTICE: THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT CONFIRMS THAT YOUR LEASEHOLD ESTATE IN THE PROPERTY IS SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SUNAMERICA LIFE INSURANCE COMPANY’S DEED OF TRUST. THIS AGREEMENT, made this day of , 20 , by and among , a (“Tenant”), having xx xxxxxxx xx , , , , a (“Landlord”), having xx xxxxxxx xx , , , xxx XxxXxxxxxx Life Insurance Company, an Arizona corporation (“Lender”), having an address at 0 XxxXxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000-0000.

Landlord’s Work. (A) Landlord, Landlord at its sole cost and expense shall: (a) Construct a cafeteria on the first floor of the Building (the “Cafeteria”) that will be open to serve Tenant, other tenants in the Building, and tenants of Tri-Park Corporate Park (200 Xxxxxx Drive and 000 Xxxx Xxxx Xxxx) no later than 9 months after the date on which Tenant surrenders the Temporary Use Space on the first floor of the Building, subject, however to an extension of no more than sixty (60) days in the event there is a delay in the permitting of such improvement (Without limiting the generality of Section 1.07 of the Lease, it is specifically agreed that Landlord shall continue to operate the existing cafeteria in the Building until the Cafeteria commences operations.); (b) Be responsible for the demise of the Demised Premises on the 1st floor, including, but not limited to construction of the demising walls, ceiling tiles, above ceiling HVAC, life safety systems, and the refinishing of common areas and elevator lobby to building standards no later than 9 months after the date on which Tenant surrenders the Temporary Use Space on the first floor of the Building; (c) Renovate the lobby, all common areas and rest rooms of the Building and install a building energy management system no later than 9 months after the date on which Tenant surrenders the Temporary Use Space on the first floor of the Building (provided, however, that (i) any such work to be performed on the third floor of the Building (the “Third Floor Common Area Work”) shall be performed no later than the date on which the Tenant’s Work on the third floor of the Building is substantially completed and (ii) any such work to be performed on the fourth floor of the Building shall be performed during the two (2) month period commencing on the date on which the Third Floor Common Area Work is substantially completed); (d) Install four (4) separate submeters to measure Tenant’s consumption of electricity within the Demised Premises no later than the date on which the Tenant’s Work on the third (3rd) floor of the Building is substantially completed. Any more than 4 submeters shall be installed by Landlord at Tenant’s sole cost and expense; (e) Construct a fitness center on the 1st floor of the Building (the “Fitness Center”) that shall be open for use by Tenant’s employees free of charge no later than 9 months after the date on which Tenant surrenders the Temporary Use Space on the first floor of the Building, shall perform subject, however to an extension of no more than sixty (60) days in the event there is a delay in the permitting of such improvement. The above items are referred to as “Landlord’s Work.” Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession performed in a good and workmanlike manner in accordance with all Laws; in addition, items (a), (b), (c) and (e) of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not will be subject performed with a quality and level of finish comparable to any liability for such failure, the quality and (y) level of finish in the Lease, as modified by this Agreement, shall remain in full force and effect without extension corresponding portions of the Term with respect to the 20th Floor Premises or 21st Floor Premises andbuilding located at 499 Thornall, subject to the provisions of sub-paragraph (C) belowEdison, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property LawJersey.

Landlord’s Work. (A) A. A complex of building shells and Common Area improvements of exterior and interior design and materials as determined by Landlord substantially as shown in Exhibit A. B. If any partitions are required to separate the Leased Premises from adjacent spaces, Landlord shall install metal stud framing only, after Tenant has performed any demolition necessary to accommodate installation of said framing. Such stud framing shall extend from the floor slab of the Leased Premises to the underside of the floor or roof structure. Xxxxxx’s reimbursement to Landlord for Xxxxxx’s share of the cost of such work is included in the fee identified in Exhibit B-1 for Landlord provided facilities. Tenant shall install gypsum board on Tenant’s side of stud framing to underside of structure as required for a one-hour fire resistant separation. C. In the event that the Leased Premises are located in a retail development, or in an expansion wing of a retail development, which development or expansion wing shall not yet have opened for business to the public, and Tenant shall be able to complete its construction within the Leased Premises prior to such opening, Landlord shall not provide a temporary barricade at the storefront lease line, except to the extent that Landlord shall determine that such barricade is necessary or desirable. If the Leased Premises are not located in such a development or in such an expansion wing, or if Tenant shall be unable to complete the construction of the Leased Premises and to open for business at the time that such development or expansion wing, as applicable, first opens for business to the public, Landlord shall provide, for Tenant’s use during construction and demolition, a temporary barricade at the storefront lease line. Tenant shall reimburse Landlord for any such temporary barricade provided by Landlord, at its sole cost and expense, . Landlord shall perform Landlordremove the storefront barricade upon completion of Tenant’s Work in and when Xxxxxx is prepared to open for business as determined by Landlord. Landlord shall have the 20th Floor Premises option, by written notice to Tenant, to require Tenant to remove the storefront barricade and 21st Floor Premisesto store the same at a location specified by Landlord within the regional retail development. In the event of such removal by Tenant, Tenant shall be responsible for any damage caused to the barricade by such removal and storage. In either case, Tenant shall immediately repair any damage caused to the Leased Premises by the removal of the barricade. D. If the entire Leased Premises shall not have been previously occupied by another tenant or occupant, the provision of utility connections by Landlord shall be unable as set forth under Section II of Exhibit B-1. If the entire Leased Premises shall have been previously occupied, and the following utilities or utility stubs are not contained within the Leased Premises, Landlord shall cause said utilities to deliver possession of be extended to within the 20th Floor Leased Premises or 21st Floor Premises at a point which is closest to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedpickup point. Such utilities shall include: sanitary, then domestic cold water, plumbing vent (x) Landlord shall not be subject to any liability for such failurewhere applicable), fire protection, and air conditioning supply duct stub (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as where applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject Refer to any Exhibit B-1 (and/or to other construction exhibits, if any, attached to this Lease) for additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawinformation on certain utilities.

Landlord’s Work. The parties hereby agree that all aspects of Landlord’s Work shall be subject to the prior written approval by Tenant, which shall not be unreasonably withheld, conditioned or delayed, including, without limitation, the following: a. The plans and specifications for Landlord’s Work (A“Landlord’s Plans”); b. The contractor (“Landlord’s Contractor”) Landlord, at its sole cost and expense, shall all primary subcontractors and engineers to perform Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Work; c. The contract for Landlord’s Work substantially completed(“Landlord’s Contract”), then including, without limitation, all schedules and the duration of time allocated for the work to each floor, the phasing schedule for each floor, the liquidated damages provisions of Landlord’s Contract and the procedures to be followed by Landlord’s Contractor in order to minimize delay and interference. The parties hereby acknowledge their agreement on the preliminary plans and specifications for Landlord’s Work which are shown in Schedule 4, attached hereto and made a part hereof. Landlord and Tenant hereby agree that on or before July 1, 2014: (xi) the parties shall agree upon the final plans and specifications for Landlord’s Work, and (ii) Landlord shall enter into Landlord’s Contract for Landlord’s Work. Landlord shall secure all consents and approvals for Landlord’s Work, all with the approval of Landlord and Tenant and such that Landlord’s Work shall commence on September 8, 2014. The review and approval of either party to Landlord’s Plans shall not imply that either party has confirmed that such plans comply with applicable laws, codes, rules and regulations. All costs and expenses for Landlord’s TI Work shall be subject borne by Landlord and shall be paid by Landlord, to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension extent of the Term with Allowance. As to the plans and specifications for Landlord’s Work, the parties shall diligently work together to agree on the final Landlord’s Plans prior to the deadline set forth above. With respect to the 20th Floor Premises or 21st Floor Premises andapproval of Landlord’s Contractor and all primary subcontractors and engineers, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to parties hereby agree on the 20th Floor Premises and 21st Floor Premises shall not commence until following: a. The architect for Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement DateXxxxx Xxxxxxx Architect, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one dayInc.; b. Landlord’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent Elevator Contractor shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one dayXxxx Elevator Company; c. Landlord’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent MEP engineer shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Xxxx Xxxxxxxxx Cartier Engineering, Inc.; d. Landlord’s Work by the 20th Contractor shall be Xxxxxxxxx & Gorrie, or such replacement reasonably acceptable to Landlord and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.

Landlord’s Work. (A) LandlordLandlord shall, at its sole cost and expense, shall perform fully fund and complete the Landlord’s Work as described on Exhibit B. Landlord shall select and contract with general contractor, manage architectural drawings (subject to Tenant’s reasonable approval), and coordinate and manage the construction project and activities. Landlord shall enter into a construction contract or contracts for the purpose of constructing the Landlord’s Work. Landlord shall cause the Landlord’s Work to be completed in a first-class workmanlike manner using existing Building standard finishes (unless otherwise expressly stated), in accordance with the 20th Floor Premises floor plans and 21st Floor architectural drawings approved by Tenant, and in accordance with all applicable laws, ordinances, and statutes. Landlord warrants that the Landlord’s Work shall be free from defect in material and workmanship. Landlord shall obtain all necessary permits for the Landlord’s Work and to the extent required by applicable law, a new certificate of occupancy for the Leased Premises. Xxxxxxxx agrees that the Landlord’s Work shall be completed on or before October 1, 2019 (the “Outside Completion Date”). In the event Landlord shall be unable that Xxxxxxxx fails to complete the Landlord’s Work and deliver possession of the 20th Floor Premises or 21st Floor Leased Premises to Tenant on or before the 20th and 21st Floor Anticipated Commencement Outside Completion Date, then Tenant shall receive a per diem credit against the next installments of Monthly Rent due under the Lease for each day after the Outside Completion Date with that Landlord fails to complete the Landlord’s Work substantially completedand deliver the Leased Premises. In addition, then (x) Landlord shall not be subject in the event that Xxxxxxxx fails to any liability for such failure, and (y) complete the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work and deliver possession of the Leased Premises to Tenant on or before December 1, 2019 (the “Extended Completion Date”), then Tenant, in addition to any other remedies afforded at law or in equity, may terminate this Lease upon notice to Landlord. Upon such termination, all prepaid Monthly Rent and other amounts shall be promptly returned to Tenant. Notwithstanding anything to the 20th Floor Premises and 21st Floor Premises has been substantially completed contrary herein, one day shall be added to the Outside Completion Date and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Extended Completion Date, for each day that Landlord is delayed because of a Tenant Delay (as applicablehereinafter defined). The foregoing notwithstandingFor purposes hereof, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any term “Tenant Delay” shall mean any actual delays to the completion of the Landlord’s Work stemming from (i) any changes in writing from Ms. Xxxxx Xxxxx (of Tenant) to the scope of the Landlord’s Work, or “Force Majeure” (as ii) any failure of Tenant to respond to Xxxxxxxx’s request for information or approval in connection with the completion of the Landlord’s Work within four (4) business days after such quoted terms are hereinafter defined), then once request. Upon completion of the 20th and 21st Floor Commencement Date actually occursLandlord’s Work, Tenant shall receive an abatement of Fixed Annual Rent with respect have the right to inspect the 20th Floor Leased Premises and 21st Floor Premises equal to one-half prepare and submit to Landlord a punch list of one dayany incomplete or nonconforming work included in the Landlord’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly)Work. Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawsuch work as is detailed on said punch list in a commercially-reasonable time.

Landlord’s Work. Attached hereto as Exhibit B-2 are a floor plan of the Premises approved by Landlord and Tenant entitled “Fit Plan June 5, 2013 AMAG Pharmaceuticals” (A“Floor Plan”) and a Turn-Key Matrix entitled “AMAG Pharmaceuticals 0000 Xxxxxx Xxxxxx, Xxxxxxx, XX Delineation of Turnkey Work vs. Tenant Work” dated June 6, 2013 (“Turn-Key Matrix”). Landlord shall promptly prepare and deliver to Tenant for review working drawings based on the Floor Plan and Turn-Key Matrix (“Proposed Plans”). Tenant shall either approve the Proposed Plans or deliver any requested changes to the Proposed Plans to Landlord not later than three (3) business days following Tenant’s receipt of the Proposed Plans. Any changes or items of work requested by Tenant and not shown on the Floor Plan or referenced in Turn-Key Matrix shall be deemed to be Change Proposal(s) (as defined below) and shall be subject to the terms and provisions of subsection (2) below. If for any reason Landlord does not receive Tenant’s requested changes to the Proposed Plans within such 3-business day period, each day thereafter that Landlord does not receive Tenant’s approval of the Proposed Plans or Tenant’s requested changes thereto shall constitute one day of Tenant Delay. To the extent Landlord approves Tenant’s requested changes (such approval by Landlord not to be unreasonably withheld; however, Landlord’s determination of matters relating to structural matters and aesthetic issues relating to alterations or changes which are visible outside the Premises shall be in Landlord’s sole discretion), Landlord shall prepare and deliver a Landlord’s Change Order Response (as defined in subsection (2) below) in accordance with the provisions of subsection (2) below and Tenant shall either approve or disapprove the Landlord’s Change Order Response not later than three (3) business days following Tenant’s receipt of the same. If for any reason Landlord does not receive Tenant’s approval or disapproval of the Landlord’s Change Order Request within such 3-business day period, each day thereafter that Landlord does not receive Tenant’s approval or disapproval of the Landlord’s Change Order Request shall constitute one day of Tenant Delay. If Tenant approves Landlord’s Change Order Response, Landlord shall revise the Proposed Plans accordingly and resubmit the same to Tenant for approval, which approval shall not be unreasonably withheld, conditioned or delayed and given or withheld not later than three (3) business days following Tenant’s receipt of the revised Proposed Plans. If for any reason Landlord does not receive such approval or disapproval of the revised Proposed Plans shall constitute one day of Tenant Delay. Such process shall be followed until the Proposed Plans shall have been approved by Landlord and Tenant. The Proposed Plans, so approved by Landlord and Tenant, shall be referred to herein as the “Plans” and deemed incorporated herein by reference. Landlord shall perform the work shown on the Plans (“Landlord’s Work”); provided, however, that Landlord shall have no responsibility for the installation or connection of Tenant’s computer, telephone, other communication equipment, systems or wiring. Subject to Force Majeure and Tenant Delays, Landlord shall diligently perform Landlord’s Work in a good and workmanlike manner in compliance with the final approved Plans and all applicable Legal Requirements, at its Landlord’s sole cost and expense, shall perform Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to except for Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property LawPlan Excess Costs.

Landlord’s Work. The parties acknowledge that in each case of such expansion, Tenant shall timely cooperate with Landlord in the preparation and finalization of Space Plans, and other submissions, Working Drawings, renderings, comments and requirements, in the same manner and subject to the same terms and conditions for Landlord's Work [to the Premises at the inception of the initial Lease term hereof, as set out in the Lease and EXHIBIT B thereto], but modified as follows: (Ai) the delivery date of the initial Space Plan shall be twenty (20) days after Tenant delivers its Expansion Notice or Available Expansion Space Notice, as applicable; (ii) the contemplated work shall be limited to the applicable Expansion Space only; (iii) the provisions which provide for certain items of work [including "ADA" compliance and fire sprinkler installations] to be performed at Landlord, at its 's sole cost and expensewithout right of reimbursement from the Allowance, are modified so as to allow Landlord to draw against the Allowance for all such costs and expenses respecting the applicable Expansion Space; (iv) the applicable Allowance shall perform be a value computed as the product of the square feet of rentable area of the applicable Expansion Space, multiplied by the value $22.00, further multiplied by a fraction, the numerator of which shall be the number of months (rounded up to the next whole number) remaining after Landlord’s Work 's Tender of such Expansion Space through the Termination Date of the initial Term of this Lease, and the denominator of which shall be 126; (v) references in the 20th Floor Premises and 21st Floor Premises. In Landlord's Work provisions to the event Landlord Building shall be unable deemed references to deliver the Office in the Americas Building and references in the Landlord's Work provisions to the Premises shall be deemed references to the applicable Expansion Space; and (vi) the Scheduled Commencement Date shall be changed to the date which is thirty (30) days after Tender of possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawapplicable Expansion Space.

Landlord’s Work. (A) A. A complex of building shells and Common Area improvements of exterior and interior design and materials as determined by Landlord substantially as shown in Exhibit A. B. If any partitions are required to separate the Leased Premises from adjacent spaces, Landlord shall install metal stud framing only, after Tenant has performed any demolition necessary to accommodate installation of said framing. Such stud framing shall extend from the floor slab of the Leased Premises to the underside of the floor or roof structure. Texxxx’s reimbursement to Landlord for Texxxx’s share of the cost of such work is included in the fee identified in Exhibit B-1 for Landlord provided facilities. Tenant shall install gypsum board on Tenant’s side of stud framing to underside of structure as required for a one-hour fire resistant separation. C. In the event that the Leased Premises are located in a retail development, or in an expansion wing of a retail development, which development or expansion wing shall not yet have opened for business to the public, and Tenant shall be able to complete its construction within the Leased Premises prior to such opening, Landlord shall not provide a temporary barricade at the storefront lease line, except to the extent that Landlord shall determine that such barricade is necessary or desirable. If the Leased Premises are not located in such a development or in such an expansion wing, or if Tenant shall be unable to complete the construction of the Leased Premises and to open for business at the time that such development or expansion wing, as applicable, first opens for business to the public, Landlord shall provide, for Tenant’s use during construction and demolition, a temporary barricade at the storefront lease line. Tenant shall reimburse Landlord $45.00 per lineal foot of storefront lease line for any such temporary barricade provided by Landlord, at its sole cost and expense, . Landlord shall perform Landlordremove the storefront barricade upon completion of Tenant’s Work in and when Texxxx xs prepared to open for business as determined by Landlord. Landlord shall have the 20th Floor Premises option, by written notice to Tenant, to require Tenant to remove the storefront barricade and 21st Floor Premisesto store the same at a location specified by Landlord within the regional retail development. In the event of such removal by Tenant, Tenant shall be responsible for any damage caused to the barricade by such removal and storage. In either case, Tenant shall immediately repair any damage caused to the Leased Premises by the removal of the barricade. D. If the entire Leased Premises shall not have been previously occupied by another tenant or occupant, the provision of utility connections by Landlord shall be unable as set forth under Section II of Exhibit B-1. If the entire Leased Premises shall have been previously occupied, and the following utilities or utility stubs are not contained within the Leased Premises, Landlord shall cause said utilities to deliver possession of be extended to within the 20th Floor Leased Premises or 21st Floor Premises at a point which is closest to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedpickup point. Such utilities shall include: sanitary, then domestic cold water, plumbing vent (x) Landlord shall not be subject to any liability for such failurewhere applicable), fire protection, and air conditioning supply duct stub (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as where applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject Refer to any Exhibit B-1 (and/or to other construction exhibits, if any, attached to this Lease) for additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawinformation on certain utilities.

Landlord’s Work. (Aa) At Landlord's expense, Lxxxxxxx agrees to construct Landlord's Work and improvements to the Additional Space (the “Landlord's Work”) in Landlord's Building standard manner, in a good and workmanlike manner, in compliance with all applicable laws and in accordance with (i) Nxxxxx Architecture and Interiors space plan dated November 10, 2022 and revised January 6, 2023 - Project #PR1 R10/5 Plan #22.0022013.013/JNP/CFA including all Alternates on the Alternates list except for Alternate #5 attached hereto and made a part hereof as Exhibit C (the “Plans”), and (ii) mechanical and engineering drawings (“MEPs”) to be prepared based upon the Plans. (b) Neither the preparation of the Plans and the MEPs, nor the review or approval thereof by Landlord constitutes a representation or warranty by Landlord that any such documents (i) are complete or suitable for their intended purpose, or (ii) comply with Requirements; it being expressly agreed by Tenant that Landlord assumes no responsibility or liability whatsoever to Tenant or to any other person or entity for such completeness or suitability. (c) If Tenant requests any changes to the Plans, Landlord shall not unreasonably withhold its consent to any such changes, provided the changes do not adversely affect the Building's structure, systems, equipment, appearance or value. Upon such a request by Txxxxx, and prior to Tenant being bound by the applicable proposed change order, Landlord shall reasonably promptly provide Tenant with written estimates of the increased construction costs and the time delay associated with any proposed change order. If ordered by Tenant, Landlord shall implement such change order and Tenant shall bear such costs and shall pay such estimated increased costs to Landlord within 10 days of receipt of an invoice therefor at such time as the request is approved by Landlord. If the actual increased costs are greater than the estimated increased costs, Tenant shall pay the difference in increased costs to Landlord within 30 days of an invoice promptly upon demand therefor. The costs charged by Landlord to Tenant caused by Txxxxx's requesting changes to the Landlord's Work or the Plans shall be equal to the sum of (i) the amount of money Landlord has to pay to cause the Landlord's Work, as reflected by revised Plans, to be constructed above the costs that Landlord would have had to pay to cause the Landlord's Work to be constructed if no changes had been made to the Plans (“Differential”), (ii) any cancellation fees, reshipping charges or any other similar costs incurred by Landlord in connection therewith, and (iii) an amount equal to 5% of the Differential to compensate Landlord for its time and effort in connection with such changes. If such changes delay Lxxxxxxx's performance of the work shown on the Plans, then such delay shall constitute a Tenant Delay. Any other actions of Tenant, or inaction by Tenant, which delays Landlord in completing the Landlord's Work shown on such Plans shall also constitute a Tenant Delay. Whenever possible and practical, Landlord will utilize, for the construction of the Landlord's Work, the items and materials designated in the Plans; provided, however, that whenever Landlord reasonably determines in its judgment that it is not practical or efficient to use such materials, Landlord shall have the right to substitute comparable items and materials (or of better quality at no cost to Tenant if no such comparable item exists or is readily obtainable; at no time shall Tenant be required to accept an inferior substitute because of the unavailability of the item specified). If Txxxxx refuses to grant such consent, and Landlord is reasonably delayed in causing the Premises, or any part thereof, to be Substantially Complete because of Tenant's failure to permit the substitution of comparable items and materials (or of better quality at no cost to Tenant if no such comparable item exists or is readily available), such delay shall constitute a Tenant Delay. (d) Tenant shall pay to Landlord a sum equal to any actual cost to Landlord in completing the Landlord's Work resulting from any Tenant Delay. (e) Except as hereinafter provided, no Tenant Parties shall enter the Additional Space during the performance of the Landlord's Work. Tenant hereby designates Jxxx Xxxxxx as its authorized agent (“Tenant's Construction Agent”) for the purpose of submitting to Landlord and authorizing any Change Orders and for the purpose of consulting with Landlord as to any and all aspects of Landlord's Work. Tenant's Construction Agent shall have the right to inspect the Additional Space during the course of the Landlord's Work provided Txxxxx's Construction Agent shall make a prior appointment with Landlord and/or its contractor at a mutually convenient time. (f) Subject to a mutually acceptable schedule, Tenant will have access to the Additional Space ten (10) days prior to the Additional Space Commencement Date, solely for the purpose of installing telephone and communication systems, security equipment, related cabling, moving furniture, and other similar requirements, at its sole cost no charge to Tenant. If Txxxxx enters upon the Additional Space prior to the completion of the Landlord's Work, (a) Tenant shall comply with the provisions of this Lease, and expense(b) Tenant shall indemnify and save Landlord harmless from and against any and all Losses arising from or claimed to arise as a result of (i) any act, shall perform Landlord’s Work neglect or failure to act of Tenant or anyone entering the Additional Space with Tenant's permission, or (ii) any other reason whatsoever arising out of Tenant's entry upon the Additional Space prior to the Additional Space Commencement Date. (g) Because Tenant will be in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to during the performance of the Landlord's Work and a portion of the Landlord's Work will impact the Original Premises, Tenant on shall (i) not interfere with the 20th execution and 21st Floor Anticipated Commencement Date with performance of any of the Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure's Work, and (yii) take all reasonable steps requested by Landlord or its contractor(s) to provide working areas within the Original Premises required by Landlord or its contractors, so that the Landlord's Work will not be delayed by the presence of Tenant's personnel in the Original Premises. Landlord shall use reasonable efforts to minimize interference with Txxxxx's use and occupancy of the Original Premises during the performance of the Landlord's Work. Notwithstanding anything to the contrary contained in the Lease, in no event shall Landlord's (or its contractors') entry upon the Original Premises for the purposes of performing the Landlord's Work be deemed to be an eviction, actual or constructive, of Tenant from the Original Premises or any portion thereof, nor shall anything contained in this Section 7 or any action of Landlord in accordance herewith relieve or excuse Tenant from its obligations and duties under the Lease, as modified amended by this AgreementAmendment. (h) Tenant hereby assumes all risk to Tenant's trade fixtures, shall remain fixtures and other personal property (“Tenant's Property”) arising in full force and effect without extension connection with the performance of the Term with respect to the 20th Floor Premises or 21st Floor Premises andLandlord's Work, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and except to the extent necessary caused by the gross negligence or willful misconduct of Landlord, its agents, employees or contractors. Tenant hereby releases Landlord, its agents, employees and contractors, from and against any claim, loss, cost or liability for damage to correspond Tenant's Property or for injury to any persons resulting or claimed to have resulted in connection with the Landlord's Work, except to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work extent caused by the 20th and 21st Floor Anticipated Commencement Date gross negligence or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions willful misconduct of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.Landlord, its agents, employees or

Landlord’s Work. Landlord shall construct and, except as provided below to the contrary, pay for the entire cost of constructing the leasehold improvements (A“Landlord’s Work”) Landlord, at its sole cost and expense, described in the specifications identified in Schedule D-1 attached hereto (the "Specifications"). Landlord shall perform prepare construction drawings for the Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises submit to Tenant on the 20th for Xxxxxx’s approval, not to be unreasonably withheld, conditioned or delayed and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord such consent shall not be subject to any liability for such failure, and withheld so long as (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary that) the construction drawings are consistent with the Specifications. Tenant shall respond in writing to correspond Xxxxxxxx’s submission within five (5) business days and if Xxxxxx fails to respond the construction drawings will be deemed approval. Upon approval (or deemed approval) of the construction drawings by Xxxxxx, such plans will be attached to this Lease as Schedule D-2 and such construction drawings will constitute the “Approved Plans.” Tenant may request changes to the actual 20th and 21st Floor Premises Commencement DateApproved Plans, as applicable. The foregoing notwithstandingsubject to Landlord’s prior approval thereof, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord which shall not be subject unreasonably withheld, provided that (a) the changes shall meet or exceed Xxxxxxxx's standard specifications for tenant improvements for the Building; (b) the changes conform to applicable Laws and necessary governmental permits and approvals can be secured; (c) the changes do not require building service beyond the levels normally provided to other tenants in the Building unless Tenant agrees to be responsible for the payment of such additional building services; (d) the changes do not have any additional liability for penalties adverse affect on the structural integrity or damages for failure to substantially complete systems of the Building; and (e) the changes will not, in Landlord's reasonable opinion, unreasonably delay Landlord’s Work Work, unless Xxxxxx agrees to compensate Landlord on a day-for-day basis for any such delay. If Landlord approves a change requested by Xxxxxx, Landlord will provide Tenant with Xxxxxxxx’s contractor’s estimate of the 20th cost of such changes and 21st Floor Anticipated Commencement Date or Tenant shall pay the actual third-party costs attributable to such change upon receipt of invoice therefor. To the extent any other date and the remedies set forth herein such change results in a delay of Landlord’s Work, then such delay shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawa Tenant Delay.

Landlord’s Work. (A) LandlordLandlord shall, with diligence and dispatch, at its --------------- sole cost and expense, demolish the existing tenant installation as necessary, install the electric submeters referred to in Section 5(c), construct such demising walls as are necessary to separate the Leased Premises from the remainder of the Building based upon plans prepared by Tenant's architect and approved by Landlord pursuant to the terms and provisions of Section 9(a) hereof, and, to the extent required as a result of such division, adjust the Building's fire alarm system and damper. In addition, Landlord shall perform Landlord’s Work deliver the Leased Premises to Tenant with the following work completed: (i) primary HVAC distribution system up to and including the main HVAC duct serving the Leased Premises; (ii) electrical services of 8 xxxxx per rentable square foot, (iii) the sprinkler system which is currently installed in the 20th Floor Leased Premises, including the existing branch distribution, and (iv) uninterruptable power service/emergency power service ("UPS/EPS") capability of 175 KVA. Tenant shall be responsible for the connection of the UPS/EPS system to Tenant's equipment. Landlord's current estimate of Tenant's prorated annual cost for use of the UPS/EPS system is Eight Thousand Dollars ($8,000.00); however, this shall not be intended nor construed as a representation as to future costs for operation of this system. Tenant acknowledges that the Leased Premises have been fully built out with a modern computer installation, including substantial Building and 21st Floor Premisestenant enhancements and alterations, and, subject only to the foregoing provisions concerning Landlord's Work, Tenant agrees to accept the Leased Premises in the current "as is" condition. In Tenant agrees to reimburse Landlord upon request for any out-of-pocket third-party costs reasonably incurred by Landlord in reviewing Tenant's plans. Landlord and Tenant hereby agree that (i) if at any time after the event commencement of the Term, any Governmental Authority shall contend or declare that the Common Areas do not comply with the Americans with Disabilities Act (the "Act"), Landlord shall be unable promptly perform such work as is necessary to cause the Common Areas to comply with the Act, at Landlord's sole cost and expense to the extent the Common Areas do not comply in all material respects with the Act as of the date hereof, and (ii) if at any time after the commencement of the Term, any Governmental Authority shall contend or declare that the Leased Premises do not comply with the Act, Tenant shall promptly perform such work as is necessary to cause the Leased Premises to comply with the Act, at Tenant's sole cost and expense. It is expressly understood and agreed that once Landlord's Work is completed. Landlord shall deliver possession of the 20th Floor Leased Premises or 21st Floor Premises so that Tenant's sole obligation is to Tenant on obtain a building permit, if necessary, for Tenant's Initial Work to the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Leased Premises. Landlord shall not be subject to any liability for such failure, and (y) provide Tenant with the Lease, as modified by this Agreement, shall remain in full force and effect without extension use of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and two (2) if 40 ton Liebert Air Handler Units (the 20th "Liebert Units") with dehumidification for Tenant's data center on an "as-is" basis", which shall be in working condition at the time of turnover to Tenant. Landlord expressly disclaims all warranties and 21st Floor Premises Commencement Date has not occurred by October 1representations express or implied, 2017 as to such Units or the condition thereof, including warranties of merchantability and fitness for use. Tenant to be responsible for any reasoncosts associated with relocation of the Units, as well as the operation, replacement and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement maintenance of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly)these Units. Landlord shall not be subject to any additional liability responsible for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions costs of this Article are intended to constitute an “express provision repiping chilled water connections to the contrary” within Liebert Units. Said Units shall, however, remain the meaning property of Section 223(a) of the New York Real Property LawLandlord.

Landlord’s Work. (Aa) Landlord will construct the base building warm shell of Building E, which shall be an eight-story, steel frame building containing the components listed on Exhibit A-1 attached hereto, and including the improvements to the Common Areas (including the Exclusive Use Area) shown on such exhibit(the “Warm Shell Components”), substantially in accordance with the plans for the Building which are being developed by Landlord (based on the rendered plans which are listed on Exhibit A-2 attached hereto) and the Site Plan (such plans and Site Plan are subject to adjustment by Landlord and approval, and changes if any are required, by the City), and in compliance with all Laws applicable thereto on the date the Building is substantially completed by Landlord (the “Landlord’s Work”). Such plans, at its sole cost prior to approval by the City are defined herein as the “Interim Base Building Plans” and, after approval by the City are defined herein as the “Final Base Building Plans.” The exterior architecture of Building E shall be comparable to Building C with regard to materials and expensecolor, but shall perform consist of eight (8) stories. Landlord shall provide Tenant’s architect with a CAD file of the Final Base Building Plans within three (3) business days after the same have been upon submittal of same to the City of Santa Xxxxx Building Department (the “Submittal Date”). (b) Landlord will deliver drafts of the Interim Base Building Plans to Tenant as the same are developed and revised, within three (3) business days after each revision set is completed. In addition, Landlord shall use reasonable efforts to provide Tenant with copies of other material submissions to the City of Santa Xxxxx and to keep Tenant informed of material discussions and correspondence with the City and other relevant governmental authorities. Tenant shall have the right to approve any material changes to the Interim Base Building Plans, unless the same are required solely by the City of Santa Xxxxx. (c) In the event it is determined that Landlord’s Work has not been completed in accordance with the 20th Floor Premises and 21st Floor Premises. In the event requirements of this Work Letter, Landlord shall be unable agrees to deliver possession of the 20th Floor Premises correct (or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with cause Landlord’s contractor to correct) Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) as necessary with the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until result that that Landlord’s Work will have been completed in accordance with the 20th Floor Premises and 21st Floor Premises has been substantially completed requirements of this Work Letter (and the dates set forth in Exhibit C-1 and C-2 hereof setting forth foregoing shall also apply to work required due to a governmental agency requiring remediation of any Hazardous Materials on or about the rates of Fixed Annual Rent payable on account Property not released by Tenant or any of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter definedParties), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.

Landlord’s Work. (A) LandlordAs a condition precedent to the Commencement Date, Landlord agrees, at its sole cost and expense, except with respect to any increase in costs and expenses directly resulting from an act (or failure to act) of Tenant, which increase shall perform be paid by Tenant within thirty (30) days after receipt of written demand from Landlord, to have completed or have caused the following to occur: (i) all Building Systems and the Building Structure shall be in good working order and repair; (ii) all existing improvements and trade fixtures that were in place in the Premises on the Effective Date including, without limitation, all process piping and the air compressor, shall be in place and in good working order and repair; (iii) installation of a TPO, welded seam, white reflective 60 mil roof replacement (the “Roof Replacement”), which have been approved by Landlord and Tenant; and (iv) the HVAC work as listed in that certain proposal prepared by Oscar Roxxx xx X.X. HVAC attached hereto as Exhibit A (the “HVAC Work”), which has been approved by Landlord and Tenant (all of the foregoing, the “Landlord’s Work Work”). With respect to the Roof Replacement, Landlord shall provide to Tenant for Tenant’s review the final specifications for the Roof Replacement, and Tenant shall have the right to discuss with Landlord any comments or questions regarding the specifications. In addition, prior to the installation of the Roof Replacement, Landlord and Tenant shall meet to review installation details. Landlord agrees to commence the installation of the Roof Replacement in the 20th Floor Premises June 2020/July 2020 timeframe and 21st Floor the HVAC Work prior to July/August 2020 timeframe, so as to avoid any interruption in Tenant’s construction of the Tenant Improvements. If, despite Landlord’s good faith efforts, the Roof Installation is not completed by July 31, 2020, and the HVAC Work by August 31, 2020, as that date may be extended by prior written agreement of the parties, Landlord and Tenant shall each cause their respective contractors and subcontractors to cooperate with each other: (i) in facilitating the mutual access to the Premises; and (ii) in coordinating the timing of the stages of Roof Installation, HVAC Work and the Tenant Improvements so as to facilitate the completion on a timely basis. In the event Landlord that the Landlord’s failure to complete the Roof Replacement during the June 2020/July 2020 timeframe and the HVAC Work during the July/August 2020 timeframe, for any reason other than due to Force Majeure, Excused Delays or the act or omission of Tenant delays Tenant’s Substantial Completion of the Tenant Improvements by January 1, 2021, for each day of delay caused thereby Tenant shall be unable entitled to deliver possession day-for-day abatement of Base Rent pursuant to Paragraph 2(b) of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Lease. The Landlord’s Work substantially completedshall be performed in compliance with all applicable laws, then (x) Landlord shall not be subject to any liability for such failurebuilding codes, regulations and (y) ordinances in effect on the Commencement Date of the Lease, as modified by this Agreementin a good and workmanlike manner, shall remain in full force free of defects and effect without extension using new materials and equipment of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawgood quality.

Landlord’s Work. (A) Landlord, Landlord at its sole cost and expenseexpense shall construct a demising wall in the location depicted on Exhibit A attached hereto. RIDER NUMBER 1 TO SUBLEASE dated September 17, 2004 between Superstock, Inc., as Landlord, and Recruitmax Software, Inc., as Tenant OPTION TO RENEW 1. Landlord hereby grants Tenant one option to renew ("Renewal Option") the Sublease (not to include, for purposes of this Rider only, any Renewal Term, as hereinafter defined) for an additional term of two (2) years ("Renewal Term"), commencing as of the date immediately following the expiration of the Term, such option to be subject to the covenants and conditions hereinafter set forth in this Rider. 2. Tenant shall give Landlord irrevocable written notice ("Renewal Notice") of Tenant's election to exercise its Renewal Option not later than one hundred eighty (180) days prior to the expiration of the initial Term of the Sublease; provided that Tenant's failure to give the Renewal Notice by said date, whether due to Tenant's oversight or otherwise, shall perform Landlord’s Work in render the 20th Floor Premises Renewal Option null and 21st Floor Premisesvoid. 3. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be permitted to exercise any Renewal Option if this Sublease has terminated. Tenant's right to exercise the Renewal Option shall be subject to Landlord's review and approval in Landlord's sole discretion of Tenant's financial statements at the time of delivery of the Renewal Notice. 4. Tenant shall be deemed to have accepted the Premises in "as-is" condition as of the commencement of the Renewal Term, subject to any liability other repair and maintenance obligations of Landlord under the Sublease, it being understood and agreed that Landlord shall have no additional obligation to renovate or remodel the Premises or any portion of the Building as a result of Tenant's renewal of the Sublease. 5. The covenants and conditions of the Sublease in force during the initial Term, as the same may be modified from time to time, shall continue to be in effect during the Renewal Term, except that the "Base Rent" for the first year of the Renewal Term shall be at the rate then prevalent in the Jacksonville, Florida suburban office market for similar properties ("Fair Rental Value"), but in no event shall such failurerate be less than one percent (1%) above or be greater than five percent (5%) above the Base Rent for the year immediately preceding the first year of the Renewal Term, and shall escalate annually at the rate of three percent (y) the Lease, as modified by this Agreement, 3%). Fair Rental Value shall remain be determined in full force and effect without extension accordance with Section 9.18 of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Master Lease. 6. Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord 's Renewal Option shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work transferable by Tenant, except in conjunction with a permissible assignment of the 20th and 21st Floor Anticipated Commencement Date or any other date and Sublease in accordance with the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The applicable provisions of this Article are intended the Sublease. In no event shall a subtenant have the right to constitute an “express provision to exercise the contrary” within the meaning of Section 223(a) of the New York Real Property LawRenewal Option.

Landlord’s Work. (A) Landlord shall provide Landlord’s Work, at its sole cost and expense, in accordance with plans and specifications approved by Tenant, which approval shall perform not be unreasonably withheld or delayed. All electrical and plumbing work by Landlord shall be in compliance with all applicable codes and Landlord will be responsible for delivering the Leased Premises in compliance with all applicable federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances and codes. In the event that Landlord will deliver the Leased Premises more than sixty (60) days before or after the Planned Delivery Date (as hereinafter defined), Landlord shall immediately send a written notice to Tenant not less than thirty (30) days prior to the Delivery Date. Landlord’s Work is estimated to be completed on or before October 15, 2011 (time being of the essence) (the “Planned Deliver Date”). In the event the actual Deliver Date does not occur prior to November 1, 2011, Tenant will not be required to take possession of the Leased Premises until January 1, 2012 and, in such event the Rent Commencement Date shall be postponed until the date on which Tenant opens for business in the 20th Floor Leased Premises. Additionally, in the event the Delivery Date occurs (a) after the Planned Delivery Date but on or before November 18, 2011, Landlord shall pay to Tenant, upon ten (10) days of Tenant’s written demand, a late delivery fee equal to Two Thousand and 00/100 Dollars ($2,000.00) for each day completion of Landlord’s Work is delayed beyond the Planned Delivery Date prior to November 18, 2011, and (b) after November 18, 2011 Landlord shall pay to Tenant, upon ten (10) days of written demand, an additional late delivery fee equal to Three Thousand and 00/100 Dollars ($3,000.00) for each day completion of Landlord’s Work is delayed beyond November 18, 2011. In the event the Deliver Date does not occur prior to March 1, 2012, Tenant shall have the right at its election to either (i) cancel and terminate this Lease and, in such event, the Sub-Sub-Sublease, as defined in Paragraph 54 shall continue, or (ii) continue the Lease in which event the annual Minimum Rent and all other rents and charges due hereunder shall be adjusted so that, after the Rent Commencement Date, Tenant shall receive, in addition to the late delivery fees set forth in (a) and (b) above, rent credits equivalent to three (3) days of Minimum Rent and all rents other charges due hereunder for each day the completion of the Leased Premises and 21st Floor Premisesis delayed. In the event Tenant elects to terminate this Lease pursuant to this Subparagraph 9.1, Landlord shall reimburse Tenant, within sixty (60) days of receipt of Tenant’s termination notice, for any Early Cessation Expenses incurred. In the event Landlord shall be unable fails to deliver possession of the 20th Floor Premises or 21st Floor Premises pay to Tenant on any applicable late delivery fees within the 20th time period provided above, Tenant, in addition to all rights and 21st Floor Anticipated Commencement Date with remedies provided herein and under applicable law, shall have the right to offset such amount, plus interest at the Interest Rate and any costs and charges related to Landlord’s failure to pay such amounts, against the rents due hereunder. Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension deemed completed when all of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work shall have been completed except for punchlist items that shall not affect Tenant’s Use or the accessibility or appearance of the Leased Premises. In the even such punchlist items or any portion of Landlord’s Work (including any items to be purchased by Landlord) are not completed within thirty (30) days of the date Tenant opens for business in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occursLeased Premises, Tenant shall receive an abatement of Fixed Annual Rent with respect have the right, but not the obligation, to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay complete all or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) a portion of the New York Real Property Lawaforementioned items and offset the cost of such work against the rent due hereunder.

Landlord’s Work. (Aa) Commencing on December 15, 2019 (but not earlier than December 15, 2019), Landlord will renovate or cause to be renovated all of the men’s and women’s bathrooms on the seventeenth (17th) floor of the Building to a superior quality consistent with Class A office buildings in downtown Chicago. Such renovations on the seventeenth (17th) floor shall be completed on or before February 7, 2020. The date when the renovations to the bathrooms on the seventeenth (17th) floor is hereafter referred to as the “17th Floor Renovations Completion Date”. The scope of the renovation work is outlined in the plan attached hereto as Exhibit F and made a part hereof. (b) Commencing on the 17th Floor Renovations Completion Date (but not earlier than the 17th Floor Renovations Completion Date), Landlord will renovate or cause to be renovated all of the men’s and women’s bathrooms on the eighth (8th) floor of the Building to a superior quality consistent with Class A office buildings in downtown Chicago. Such renovations on the eighth (8th) floor shall be completed on or before April 1, 2020. The scope of the renovation work is outlined in the plan attached hereto as Exhibit F. (c) Commencing on August 1, 2020 (but not earlier than August 1, 2020), Landlord will renovate or cause to be renovated all of the men’s and women’s bathrooms on the fifth (5th) floor of the Building to a superior quality consistent with Class A office buildings in downtown Chicago. Such renovations on the fifth (5th) floor shall be completed on or before September 15, 2020. The scope of the renovation work is outlined in the plan attached hereto as Exhibit F. (d) Landlord will also renovate or cause to be renovated all of the men’s and women’s bathrooms on at least two (2) additional floors in the Building on an annual basis, commencing in 2021, and continuing until such time as all bathrooms in the Building have been renovated, but giving priority to Tenant’s floors in the Building. The scope of the renovation work is outlined in the plan attached hereto as Exhibit F. (e) If Tenant exercises a Right of First Refusal on any Refusal Space, priority will be given by Landlord to renovate and upgrade those bathrooms on the applicable floors relating to such Refusal Space in conjunction with other improvements being made to the floor(s) to consolidate and minimize construction disruption. (f) The work to be performed by Landlord pursuant to Subparagraphs 18(a)-(d) above is hereinafter referred to as “Landlord’s Work.” (g) Upon completion from time to time of each bathroom comprising a portion of Landlord’s Work, at its sole cost Landlord shall provide Tenant with notice thereof, and expenseupon Tenant’s receipt of notice from Landlord from time to time that a portion of Landlord’s Work has been completed and is ready for final inspection and acceptance, shall perform Landlord and Tenant will promptly, diligently and jointly make an inspection of such portion of Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable order to deliver possession ensure that Tenant is satisfied in all reasonable respects with such portion of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedand that such portion of Landlord’s Work complies with all applicable Laws. (h) Should Landlord fail, then refuse or neglect to commence or complete any portion of Landlord’s Work described in this Paragraph 18, Tenant may, upon reasonable prior notice (x) Landlord unless an emergency situation exists, in which event no notice shall be necessary), but shall not be subject required to, furnish such service, take such action or otherwise act in a manner in order to any liability for remedy such failure, refusal or neglect and all sums so expended by Tenant thereon shall immediately be payable by Landlord plus an administrative cost recovery fee of fifteen percent (y) the Lease15%). In addition, as modified by this Agreement, Landlord shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, reimburse Tenant for Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work reasonable expenses in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises performing such service, including reasonable attorney's fees, which expenses shall be adjusted forward on a day for day basis if and immediately payable by Landlord to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.

Landlord’s Work. Tenant accepts the Expansion Space in its “as-is” condition as shown on Exhibit B attached hereto and incorporated herein by reference, subject to the tenant improvement items shown on the plans attached hereto as Exhibit C (Athe “Phase I Work”) and Exhibit D (the “Phase II Work”). Other than defects caused by or arising from Tenant’s acts or omissions, Landlord warrants that the Office Space shall be free of defects in materials and workmanship for a period of one (1) year from the Expansion Space Commencement Date. The Phase I Work and the Phase II Work are sometimes collectively referred to herein as “Landlord’s Work”. Landlord shall perform Landlord’s Work. Unless otherwise specified on the plans attached hereto as Exhibit C and Exhibit D, all Landlord’s Work shall be done to Landlord’s Tenant Improvement Standards attached as Exhibit B-4 to the Lease. Tenant shall occupy the Office Space upon substantial completion of the Phase I Work and shall occupy the Lab Space upon substantial completion of the Phase II Work. Upon substantial completion of the Landlord’s Work for each Phase, Landlord shall notify Tenant of such substantial completion and Landlord and Tenant shall inspect the Landlord’s Work for such Phase and shall prepare a punchlist of items of Landlord’s Work requiring repair which Landlord shall complete within thirty (30) days. Notwithstanding anything contained herein or in Exhibit C and Exhibit D to the contrary it is understood that Landlord’s Work shall not include the improvements set forth on Exhibit E attached hereto and incorporated herein by reference, whether “priced” by Landlord or not. If Tenant wishes to have any of the work or tenant improvements listed on Exhibit E performed, then the same shall be done at Tenant’s expense as a change order or shall be done by Tenant at Tenant’s expense. Any work done by Tenant at Tenant’s expense is subject to Landlord’s prior written approval and other requirements of Section 5.01 of the Lease regarding alterations or work by Tenant. This Amendment presumes that the Phase I Work and the Phase II Work shall be done “turnkey”, with Landlord paying for the cost of constructing the Phase I Work and the Phase II Work. No changes may be made to the Phase I Work. Landlord will not be able to make significant changes to the items included the Phase II Work unless Tenant pays for the entire cost of such changes with no offset for deleted items, if any, and Landlord may require Tenant to deposit with Landlord the estimated costs of such changes in excess of the Change Order Allowance set forth below. If significant changes to the Phase II Work are requested, but Tenant does not agree to pay for such changes or does not deposit the estimated cost of such work with Landlord, then Landlord, at its sole option may (i) refuse to perform the requested change(s) or (ii) convert the nature of the agreement as to the Phase II Work from a “turnkey” arrangement to a “Tenant pays for upfit” arrangement with Landlord providing a “tenant improvement allowance” for the Phase II Work in the amount of$54,500.00 (this amount being representative of the cost of the Phase II Work outlined on Exhibit D). If Landlord converts the nature of the agreement as to the Phase II Work to a “Tenant pays for upfit” arrangement with Landlord providing a tenant improvement allowance, then, Landlord shall give Tenant an offset for deleted items in the Phase II Work pursuant to the approved change orders. Regardless of whether the Phase II Work is a “turnkey” arrangement or “Tenant pays for upfit” arrangement, Landlord will provide an additional allowance up to a $10,000 maximum (the “Change Order Allowance”) for the cost of changes to the Phase I Work and expensePhase II Work collectively made pursuant to change orders approved by both Landlord and Tenant; provided however it is understood that the Change Order Allowance shall only be used to pay for building standard office improvements; no specialized laboratory equipment or other non-building standard office items or upgrades from building standard office upfit shall be paid for by the Change Order Allowance. For the purposes of this Amendment, the upfit items provided to Tenant under the Lease in connection with the initial upfit of the Existing Premises shall be considered to be “building standard office improvements”. For each $5,000 (or portion thereof) of the Change Order Allowance used, the base rental rate on the Additional Space shall increase by $0.16 per square foot per annum on a pro-rata basis based on the amount of the Change Order Allowance actually used. Tenant acknowledges that Landlord, its employees, agents, contractors (and their subcontractors) shall be working on the Phase II Work and any punchlist items for the Phase I Work in the Expansion Space (and as necessary in the Existing Premises) after the Expansion Space Commencement Date. Tenant hereby grants to Landlord, its employees, agents, and contractors (and their subcontractors) an easement in and over the Expansion Space and Existing Premises to access and perform the Landlord’s Work. Tenant acknowledges and agrees that, provided Landlord is prosecuting Landlord’s Work in the 20th Floor Premises a timely manner (subject to delays outside Landlord’s reasonable control and 21st Floor Premises. In the event Landlord shall be unable to deliver possession delays caused by Tenant, its agents, employees, invitees and contractors) performance of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension constitute a constructive eviction or a breach of the Term with respect warranty of quiet enjoyment for either the Expansion Space or the Existing Premises. Other than defects caused by or arising from Tenant’s acts or omissions, Landlord warrants that the Lab Space shall be free of defects in materials and workmanship for a period of one (1) year from the completion of the Phase II Work. Tenant shall not occupy the Lab Space prior to the 20th Floor substantial completion of the Phase II Work and shall coordinate with Landlord so as to not delay the completion of the Phase II Work. Notwithstanding the foregoing, if Landlord or Landlord’s construction manager determines the same will not interfere with the performance of the Phase II Work, Landlord hereby agrees to give Tenant, its agents and contractors access to the Lab Space at least two (2) weeks prior to the dxxx Landlord estimates it will complete the Phase II Work to install Tenant’s telephone and wiring for the Lab Space, provided however, Tenant, its agents and contractors shall coordinate their work with Landlord, Landlord’s contractor and/or construction manager so as to not interfere with the Phase II Work. Tenant acknowledges that all of Landlord’s Work in regard to the tenant improvements for the Existing Premises or 21st Floor Premises andset forth in Article 3 of the Lease have been fully completed by Landlord and Tenant has accepted the Existing Premises, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until additional Landlord’s Work to be done in the 20th Floor Existing Premises pursuant to Exhibit C and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property LawD attached hereto.

Landlord’s Work. (a) Landlord will construct the base building warm shell of the Building, which shall be a six-story, steel frame building containing the components listed on Exhibit A-1 attached hereto (the “Warm Shell Components”), in accordance with the plans for the Building which are being developed by Landlord and which are subject to approval by the City of Santa Xxxxx (such plans, prior to approval by the City being defined herein as the “Interim Base Building Plans” and, after approval by the City being defined herein as the “Final Base Building Plans”), and the Site Plan (which also remains subject to approval, and changes if any are required, by the City of Santa Xxxxx), and in compliance with all Laws applicable thereto on the date the Building is substantially completed by Landlord (the “Landlord’s Work”). The exterior architecture of the Building shall be substantially the same as Building C, but shall consist of six (6) stories rather than four (4) stories. Landlord shall provide Tenant’s architect with a CAD file of the Final Base Building Plans upon submittal of same to the City of Santa Xxxxx Building Department (the “Submittal Date”). (b) Landlord will deliver drafts of the Interim Base Building Plans to Tenant as the same are developed and revised, within three (3) business days after each revision set is completed. Tenant shall have the right at any time on or before the Submittal Date to request changes to the Base Building Plans or plans for the Building-Specific Common Areas in accordance with this Paragraph 1 (each Tenant-requested change to the Base Building Plans or plans for the Building-Specific Common Areas, a “TRC”). Within ten (10) business days of receipt of any TRC or as soon thereafter as is reasonably practicable, Landlord shall respond to Tenant in writing to such TRC request with either (a) its reasonable disapproval of such request (which may be based on, among other things, such request reducing the quality or scope of the Base Building Plans or any of the Warm Shell Components), or (b) its good faith estimate (each a “TRC Estimate”), if the TRC were incorporated into the Base Building Plans or plans for the Building-Specific Common Areas, of: (A) Landlord, at its sole the increase (if any) or decrease (if any) in cost to design and expense, shall perform Landlord’s Work in construct the 20th Floor Premises and 21st Floor Premises. In Warm Shell Components or plans for the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failureBuilding-Specific Common Areas, and (yB) the Leaseincrease (if any) in days to design and construct the Warm Shell Components or plans for the Building-Specific Common Areas. If Landlord delivers a TRC Estimate, as modified Tenant shall promptly approve (“TRC Approval”) or disapprove (“TRC Disapproval”) the same in writing to Landlord and any increase in costs (which may be netted, but not below zero, against any decreases in costs) shall be paid directly by Tenant to Landlord (provided that, at Tenant’s election, up to an aggregate maximum of $5 per rentable square foot of the increase in costs may deducted from the Tenant Improvement Allowance), and the increase in days shall constitute Tenant Delay for purposes of the Lease and this AgreementWork Letter and, accordingly, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until adjust Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward Delivery Date on a day for day basis if basis. Tenant shall be responsible for any increases in days and increases in costs whether or not the TRC Estimate turns out to be accurate. In addition, regardless of whether Tenant approves or disapproves a TRC Estimate, Tenant shall be responsible for the increases in days and increases in costs resulting from the TRC approval process described in this Paragraph 1, including but not limited to the extent necessary increases in time and costs involved in preparing TRC Estimates and in the approval/disapproval process (such costs being defined herein as “TRC Amounts”). (c) Any TRC which has been approved by Tenant pursuant to correspond a TRC Approval shall be referred to herein as an “Approved TRC”. If Tenant fails to deliver notice of Tenant’s consent, or the withholding of Tenant’s consent, to the actual 20th and 21st Floor Premises Commencement Dateproposed TRC Estimate within five (5) business days, as applicableTenant shall be deemed to have disapproved the TRC Estimate in question. The foregoing notwithstanding, A “TRC Estimate” with respect to any change shall be Landlord’s reasonable estimate of the following: (1) if the 20th direct construction costs thereof, (2) related general contractor’s general conditions, overhead and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” general contractor’s other indirect costs thereof (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to which Landlord shall provide Tenant with adequate supporting documentation for Tenant’s confirmation), (3) the 20th Floor Premises and 21st Floor Premises equal general contractor’s fee, which shall be the same fee being paid by Landlord to oneLandlord’s general contractor for the construction of the Warm Shell Components or plans for the Building-half of one day’s Fixed Annual Rent for each day from and after September 1Specific Common Areas, 2017 until (4) design, permitting, testing, inspecting, engineering (which shall be the 20th and 21st Floor Premises Commencement Date (and as applied same fees being paid by Landlord to the 21st Floor Premises, Landlord architects and engineers for the period that Tenant does not pay Fixed Annual Rent shall be extended accordinglyconstruction of the Warm Shell Components or plans for the Building-Specific Common Areas) and other indirect costs to be at Landlord’s actual costs incurred (2i.e., there will be no Landlord markup), (5) the credit (if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any) resulting from any reasonsavings resulting from all TRCs, and provided such delay is not due to (6) any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect other third party costs directly related to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly)TRC reasonably incurred by Landlord. Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.Building D