Common use of Renewal Option Clause in Contracts

Renewal Option. Provided no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for the Renewal Term, by delivering written notice of the exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event Tenant is not in default under any of Default exists the terms and provisions herein contained and further provided Tenant is occupying the entire Demised Premises at the time of such electionthe option is exercised, Landlord hereby grants to Tenant may one (1) option to renew this Lease for one (1) period of five (5) years, commencing on the Renewal Term, by delivering written notice of the exercise thereof to Landlord nine (9) months before day following the expiration of the existing Lease Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term renewal term shall be upon all the same terms, covenants terms and conditions of this as the existing Lease as shall be in effect immediately prior to Term with the renewal, except that: (a) Basic sole exception that the Base Annual Rent shall be adjusted to reflect the Prevailing Rental Rate; (b) then fair market rental value. Fair market rental value shall mean the then prevailing rent for premises comparable in size and use to the Demised Premises, located in buildings comparable in size and use to, and in the general vicinity of, the Building, leased on terms comparable to the terms contained in this Lease, taking into consideration all allowances for tenant improvements, moving expenses, landlord expenses, rent abatement, brokerage expenses, tenant benefits, parking charges or any other market concessions which may be commonly available at the time in question. Landlord will establish a new Expense Estimate which shall be effective as provide Tenant with its estimate of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Fair Market Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), Value within thirty (30) days after delivery from Tenant’s notice to Landlord of its intent to exercise the renewal option. In the event Tenant disagrees as to Landlord’s estimate of the Rent NoticeFair Market Rental Value, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise it shall notify Landlord of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), such disagreement within twenty (20) days after delivery from receipt of Landlord’s notice of Fair Market Rental Value and shall provide Landlord with Tenant's Determination’s commercially reasonable estimate of the Fair Market Rental Value. In the event Landlord disagrees with Tenant’s proposed amount, the parties hereby agree to appoint a mutually acceptable unrelated independent arbitrator to resolve the dispute and agree to be bound by the decision of whether Landlord accepts or disputes Tenant's Determinationsuch arbitrator. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Tenant and Landlord shall equally split the cost of the independent arbitrator. The foregoing option to renew shall be deemed exercised by written notice to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty given not less than three hundred sixty-five (30365) days after receipt of Tenant's Notice, Landlord's determination prior to the expiration of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms existing Term of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises Time is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of ’s exercise of the its option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsrenew. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event 28.1. If the Term of Default exists this Lease is then in full force and effect and Tenant is occupying has complied fully with its obligations hereunder, Tenant will have will have the entire Premises at option to extend the term of this Lease for one, 2 year period and thereafter for two, successive 5 year’ periods; (each period hereinafter called a “Renewal Term”), provided however that Tenant will give Landlord notice of Tenant’s election to extend the term no later than 12 months prior to the Expiration Date, time being of the essence. 28.2. Such extension of the Term will be upon the same covenants and conditions, as set forth in this Lease except for the Fixed Rent (which will be determined in the manner set forth below), and except that Tenant will have no further right to extend the Term after the exercise of the option(s) described in Section 28.1 above. If Tenant timely gives notice of its election to extend the Term, the Renewal Term will be added to and become a part of the Term and any reference in this Lease to the “Term of this Lease” or any similar expression will be deemed to include such Renewal Term, and, in addition, the Expiration Date will thereafter mean the last day of such election, Renewal Term. 28.3. If Tenant may renew this Lease exercises its option for the Renewal Term, by delivering written the Fixed Rent during the Renewal Term will be 90% of the fair market rent for the Premises (hereinafter “fair market rent”). 28.4. Landlord and Tenant will use commercially reasonable efforts, within 30 days after Landlord receives Tenant’s notice of its election to extend the exercise thereof Term for the Renewal Term (“Negotiation Period”), to agree upon the Fixed Rent to be paid by Tenant during the Renewal Term. If Landlord nine (9) months before and Tenant agree upon the Fixed Rent for the Renewal Term, the parties will promptly execute an amendment to this Lease stating the Fixed Rent for the Renewal Term. 28.5. If the parties are unable to agree on the Fixed Rent for the Renewal Term during the Negotiation Period, within 15 days after notice from the other party, given after expiration of the Negotiation Period, each party, at its cost and upon notice to the other party, will appoint a person to act as an appraiser hereunder, to determine the fair market rent for the Premises for the Renewal Term. The Basic Rent payable Each such person will be a real estate broker or appraiser with at least 10 years’ active commercial real estate appraisal or brokerage experience (involving the leasing of office space as agent for each month during such extended Term shall both landlords and Tenants) in Monmouth County, New Jersey. Each notice containing the name of a person to act as appraiser will contain also the person’s address. If a party does not appoint a person to act as an appraiser within the 15 day period, the person appointed by the other party will be the prevailing rental rate sole appraiser and will determine the fair market rent. Before proceeding to establish the fair market rent, the appraisers will subscribe and swear to an oath fairly and impartially to determine the fair market rent. If the 2 appraisers are appointed by the parties they will meet promptly and attempt to determine the fair market rent. If they are unable to agree within 45 days after the appointment of the second appraiser, they will attempt to select a third person meeting the qualifications stated above in this Section 28.5 within 15 days after the last day the 2 appraisers are given to determine the fair market rent. If they are unable to agree on the 3rd person to act as appraiser within the 15 day period, the 3rd person will be appointed by the American Arbitration Association (“Association”), upon the "Prevailing Rental Rate") at application of Landlord or Tenant to the commencement office of such extended Termthe Association nearest the Building. The person appointed to act as appraiser by the Association will be required to meet the qualifications stated above in this Section 28.5. Each of the parties will bear 50% of the cost of appointing the 3 rd appraiser and of paying the 3rd appraiser. The 3 rd appraiser, for renewals however selected, will be required to take an oath similar to that described above in this Section 28.5. The 3 appraisers will meet and determine the fair market rent. A decision in which 2 of space of equivalent qualitythe 3 appraisers concur will be binding and conclusive upon the parties. In deciding the dispute, size, utility and location, the appraisers will act in accordance with the length rules then in force of the extended Term and the credit standing of Tenant to be taken into account; providedAssociation, subject however, that to such limitations as may be placed on them by the provisions of this Lease. Notwithstanding the foregoing, in no event shall will the Prevailing Rental Rate Fixed Rent during the Renewal Term be less than the rental rate in effect Fixed Rent during the last year of the Term immediately preceding the Renewal Term. 28.6. The After the fair market rent for the Renewal Term shall be upon has been determined by the same termsappraiser or appraisers and the appraiser or appraisers have notified the Parties, covenants at the request of either party, both Parties will execute and conditions deliver to each other an amendment of this Lease as shall be in effect immediately prior to stating the renewal, except that: (a) Basic Fixed Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of for the Renewal Term;. (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease 28.7. If the Fixed Rent for the Renewal Term has not been agreed to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days established prior to the commencement of the Renewal Term, Tenant will pay to Landlord, in monthly installments, an annual rent (“Temporary Rent”) which Temporary Rent Notice shall set forth Landlord's will be equal to the monthly Fixed Rent payable by Tenant for the last year of the Term immediately preceding the Renewal Term. Thereafter, if the Parties agree upon a Fixed Rent, or the Fixed Rent is established upon the determination of the Prevailing Rental Rate fair market rent by the appraiser or appraisers, at a rate at variance with the Temporary Rent, ("Landlord's Determination"); i) if such Fixed Rent is greater than the Temporary Rent, Tenant will promptly pay to Landlord the difference between the Fixed Basic Rent determined by agreement or the appraisal process and the Temporary Rent, or (ii) Tenant shall give if such Fixed Basic Rent is less than the Temporary Rent, Landlord notice ("will credit to Tenant's Notice"), within thirty (30) days after delivery ’s subsequent monthly installments of Fixed Rent the difference between the Temporary Rent Notice, stating whether Tenant accepts or disputes and the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as Fixed Basic Rent determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts agreement or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointedappraisal process. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after 28.8. In describing the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for fair market rent during the Renewal Term, the amount appraiser or appraisers will be required to take into account the rentals at which leases are then being concluded (as of the last day of the Term) (for 5 year leases without renewal options and without rental abatements (ftee rent), tenant improvement allowances and other market concessions, with the landlord and tenant each acting prudently, with knowledge and for self-interest, and assuming that neither is under undue duress) for comparable Class A Office buildings, 100,000 sf or greater in Monmouth County, New Jersey and/or other multi-use properties located within a 10 mile radius of Xxxx Works, such excess shall be refunded by Landlord as 1 & 2 Tower Center in East Brunswick, Middlesex County, New Jersey. 28.9. The option granted to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease Article 28 may be exercised only by Tenant, its permitted successors and assigns, and not by any subtenant or any successor to the interest of Tenant by reason of any action under the Bankruptcy Code, or by any public officer, custodian, receiver, United States Trustee, trustee or liquidator of Tenant or substantially all of Tenant's ’s property. Tenant will have no right to possession of the Premises is terminated, (2) exercise this option granted to Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of Article 28 unless Tenant cures any default within the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsapplicable grace period. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided (i) there has been no Event more than two (2) monetary Events of Default exists and as set forth in Section 19.9 of the Original Lease, in which Tenant fails to pay Landlord an amount exceeding $2,500.00 during the twelve (12) month period immediately preceding Tenant’s exercise of the renewal option under this Paragraph 12, (ii) Tenant is occupying the entire Premises not then in default at the time of such electionexercise of the renewal option hereunder permitted, and (iii) Tenant is then in occupation of at least fifty percent (50%) of the Premises as leased by this Amendment, namely, not less than 31,524 rentable square feet, provided that Landlord has in fact delivered possession of Suite 180, Tenant may shall have the option to renew this the Lease for the Renewal Termone (1) additional term of five (5) years commencing as of November 1, by delivering written notice of the exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term2018 , for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon on the same terms and conditions set forth in the Lease, except as modified by the terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except thatset forth below: (a) Basic Rent If Tenant elects to exercise said option, then Tenant shall provide Landlord with an irrevocable written notice of exercise of the option no earlier than August 1, 2017 and no later than November 1, 2017. Time shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) essence herein so that if Tenant fails to provide such notice, Tenant shall have no further renewal option unless expressly granted by Landlord in writing; andor additional right to extend or renew the term of the Lease. (db) The Annual Rent in effect at the expiration of the then Term of the Lease shall be adjusted to reflect the then current fair market rental for comparable space in other comparable buildings in the submarket in which the Building is located, having regard to all allowances and leasing concessions including the availability of parking and any parking charges therefor as of the date the renewal term is to commence and taking into account the specific provisions of the Lease except to the extent hereunder provided. Landlord shall lease to advise Tenant of the new Annual Rent and Monthly Installment of Rent for the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not no later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice’s written request therefor. Said request shall be made no earlier than thirty (30) days prior to the date on which Tenant may exercise its option under this Paragraph 12. Tenant shall have twenty (20) days from said notification to provide Landlord with written notice that Tenant accepts or rejects the revised Annual Rent and Monthly Installment of Rent for the renewal Term. If Tenant fails to provide such notice, then Tenant shall be deemed to have waived its option to renew the Lease, and Tenant shall have no further or additional right to extend the Term of the Lease. If Tenant accepts in writing Landlord's ’s determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiserrevised Annual Rent and Monthly Installment of Rent for the renewal Term then such acceptance shall be irrevocable. If Tenant, within the 20-day period, notifies Landlord in writing that it rejects Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures ’s determination of the American Arbitration Association, Annual Rent and Monthly Installment of Rent for the renewal Term and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate parties do not agree upon the Third Appraiser, then either party may commence a legal proceeding to have new revised Annual Rent and Monthly Installment of Rent for the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, renewal Term within thirty (30) days after the date of designation Landlord’s receipt of the Third AppraiserTenant’s notice, choose either Landlord's Second Determination or Tenant's Determination, and such choice then this option shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify no further force or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord effect and Tenant shall promptly execute an amendment have no further or additional right to this Lease evidencing any extension extend the Term of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around The Premises shall be taken by Tenant during the perimeter renewal Term, in its “AS-IS” condition and Landlord shall have no liability to perform any renovation work nor to provide any improvement allowances therefor unless otherwise agreed upon in the determination of each floorfair market rental. (d) Sprinkler system with heads turned upUpon exercise of this option, Tenant shall execute an amendment to the Lease prepared by Landlord confirming the exercise of the option and the new Annual Rent and Monthly Installment of Rent for the Premises during the renewal Term. Landlord’s failure to prepare or Tenant’s failure to execute such amendment shall not affect the validity of the exercise of this option or alter Tenant’s obligations during the renewal Term as determined hereby. (e) Base building electrical system This option is personal to Reata Pharmaceuticals, Inc. and emergency lighting to all core areas. its Affiliate (fas such term is defined in Section 9.8 of the Original Lease) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall and cannot be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time exercised by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation sublessee or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asother

Renewal Option. Provided no Event If Tenant is not in default under any term or condition of Default exists the Lease, as amended by the Amendment, beyond all applicable cure periods, at the time of delivery of the Renewal Notice (as defined below), and as of the commencement of the Renewal Term (as defined below), and the original Tenant named herein is occupying the entire Leased Premises at the time of such election, Tenant may renew this the Lease for all or a portion of the Leased Premises (but no less than one floor) for one (1) additional period of five (5) years (the “Renewal Term”), by delivering written notice (the “Renewal Notice”) of the exercise thereof to Landlord not earlier than twelve (12) months nor later than nine (9) months before the expiration of the then current Term. The Basic Base Rent payable for each month during such extended the Renewal Term shall be the prevailing rental rate Fair Market Rent (the "Prevailing Rental Rate"as defined below) at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day commencement date of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within Within thirty (30) days after receipt of Tenant's ’s Renewal Notice, Landlord shall deliver to Tenant written notice of Landlord's determination ’s Fair Market Rent proposal for the Renewal Term (“Landlord’s Fair Market Rent Proposal”) and shall advise Tenant of the Prevailing Rental Rate ("Landlord's Second Determination")required adjustment to Base Rent, as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Associationif any, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings other terms and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenantconditions offered. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least Within ten (10) years experience business days after receipt of Landlord’s Fair Market Rent Proposal, Tenant shall notify Landlord in leasing and valuation of properties which are similar in character to the Buildingwriting whether Tenant accepts or rejects Landlord’s Fair Market Rent Proposal. The appraisers If Tenant rejects Landlord’s Fair Market Rent Proposal, then Xxxxxx’s written notice shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final include Tenant’s determination of the Prevailing Rental Rate shall Fair Market Rent. If Tenant does not be made on or before the first day deliver Xxxxxx’s written determination of the Renewal Term, pending such final determinationFair Market Rent to Landlord within ten (10) business days after receipt of Landlord’s Fair Market Rent Proposal, Tenant will be deemed to have rejected Landlord’s Fair Market Rent Proposal. If Tenant and Landlord disagree on the Fair Market Rent as evidenced by Landlord’s Fair Market Rent Proposal, then Landlord and Tenant shall continue attempt in good faith to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based agree upon the final determination hereunder of Fair Market Rent. If by that date which is six (6) months prior to the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion commencement of the Renewal Term were greater than (the Basic Rent payable for “Trigger Date”), Landlord and Tenant have not agreed in writing as to the Renewal TermFair Market Rent, the amount of such excess shall be refunded by Landlord to Tenant then within ten (10) business days following the final determination of Basic Rent. Trigger Date (vi) Landlord and the “Withdrawal Deadline”), Tenant shall promptly execute an amendment have the one time right to this withdraw its Renewal Notice, and the Lease evidencing any extension shall expire upon the expiration of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make then current Term. If Tenant does not withdraw its Renewal Notice by the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the PremisesWithdrawal Deadline, the Landlord's Work, which parties shall include only proceed to determine the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around Fair Market Rent in accordance with the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as procedure set forth in this ExhibitParagraph C below. In all events, Xxxxxx’s exercise of its renewal option right hereunder shall be binding upon Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlordnot subject to rescission except as provided herein. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may hereby granted two (2) options (each a “Renewal Option”) to renew this Lease for the a period of five (5) years each (each a “Renewal Term, by delivering written notice ”) upon the following terms and conditions: a. Notice of the exercise thereof of a Renewal Option shall be sent to the Landlord in writing at least nine (9) months before the expiration of the Term or in the case of the second Renewal Term. , the first Renewal Term. b. The Basic Rent payable for each month during such extended first Renewal Term shall be the prevailing rental rate (the "Prevailing Rental Rate") commence at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year expiration of the Term. The second Renewal Term shall commence at the expiration of the first Renewal Term. A failure to exercise the Renewal Option for the first Renewal Term shall be upon deemed a waiver of the same terms, covenants right to exercise the Renewal Option for the second Renewal Term. All of the terms and conditions of this Lease, other than the Fixed Basic Rent, shall apply during each Renewal Term. c. If Tenant elects to exercise a Renewal Option to extend the term of this Lease as in accordance with this Section 43, Fixed Basic Rent for the applicable Renewal Term shall be 95% of the fair market rent then being charged in effect immediately prior first class office buildings in suburban Philadelphia which are comparable to the renewalBuilding, except that: taking into account the length of term, tenant improvements or other concessions, and all relevant factors (a“Market Rent”). If Tenant elects to exercise a Renewal Option, then Landlord, within fifteen (15) days of such election shall advise Tenant of the Fixed Basic Rent shall be adjusted it desires to charge. During the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice period (the "Rent Notice"“Analysis Period”) not later than one hundred eighty (180) days prior to beginning on the commencement date of the Renewal Term, which Rent Notice shall set forth Tenant’s receipt of Landlord's ’s determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within Fixed Basic Rent and ending thirty (30) days after delivery thereafter, Tenant shall have the right to consider the Fixed Basic Rent determined by Landlord and elect by written notice to Landlord one of the Rent Notice, stating whether Tenant accepts or disputes the following three alternatives: i. determine not to proceed with such renewal; ii. accept Landlord's Determination or whether Tenant desires to terminate its exercise ’s determination of the Renewal Option. If Tenant's Notice accepts Fixed Basic Rent, in which event Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant ’s determination shall be deemed to have accepted Landlord's Determinationbe Market Rent; or iii. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's elect to proceed with such renewal election and submit the determination of Fixed Basic Rent to binding arbitration as discussed below. In the event Tenant elects to submit the determination of the Prevailing Rental Rate ("rate of Fixed Basic Rent to binding arbitration then Tenant at Tenant's Determination") as determined by ’s sole cost and expense, shall employ the services of an independent real estate appraiser; (iii) Landlord appraiser familiar with office buildings located within the metropolitan Philadelphia, Pennsylvania area comparable to the Building, who shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery be a member of Tenant's Determination, MAI and who shall render an appraisal of whether Landlord accepts or disputes Tenant's DeterminationMarket Rent for the Premises. If Landlord's Notice accepts the Landlord and the Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice’s appraiser cannot agree on the Market Rent, Landlord shall employ the services of an appraiser familiar with office buildings located with the metropolitan Philadelphia, Pennsylvania area comparable to the Building who shall be deemed to have accepted Tenant's Determinationa member of MAI and who shall render an appraisal of Market Rent for the Premises. If Landlord's Notice disputes Tenant's Determinationthe two appraisers cannot agree on the Market Rent, Landlord shall deliver to Tenantor in such case, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by on an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or lessappraiser acceptable to both, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), either Landlord or Tenant shall apply to may request the American Arbitration Association (or any successor organization) to designate appoint such independent appraiser who shall be a third independent real estate appraiser (member of MAI familiar with office buildings in the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures area of the American Arbitration AssociationBuilding who shall render an appraisal of Market Rent for the Premises, and if in such event the American Arbitration Association (or any successor organization) judgment of a majority of the three appraisers shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive final and binding upon Landlord and Tenantthe parties. Each party The parties shall pay its own counsel fees and expenses share equally in connection with any arbitration hereunder, including the expenses and fees cost of any appraiser selected by it in accordance with the terms hereofsuch independent appraiser. The unsuccessful party shall bear the costs and expenses Pending resolution of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation issue of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determinationMarket Rent, Tenant shall continue to pay, pay the Landlord as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder commencement of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the applicable Renewal Term, the amount of such excess shall be refunded Fixed Basic Rent as established by Landlord Landlord, subject to Tenant within ten (10) business days following the retroactive adjustment upon final determination of Basic Rentthis issue. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. (a) Provided that no Event of Default exists has ccurred and Tenant is occupying the entire Premises at the time of such electionthen continuing, Tenant shall have the right and option to extend the Primary Term (as it may renew have been extended for the Extension Term in accordance with Section 3.1) of this Lease for three (3) successive additional periods of five (5) years each (the "First Renewal Term", the "Second Renewal Term" and the "Third Renewal Term", respectively). The option for the First Renewal Term may be exercised by delivering Tenant by written notice given to Landlord not less than six (6) months prior to the end of the exercise thereof to Landlord nine (9) months before the expiration of the Primary Term. The Basic Rent payable option for each month during such extended the Second Renewal Term shall may be exercised by Tenant by written notice given to Landlord not less than six (6) months prior to the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length end of the extended Term and the credit standing of Tenant to be taken into accountFirst Renewal Term; provided, however, that in unless Tenant timely exercises its option to extend the Primary Term for the First Renewal Term, Tenant will have no event shall right to exercise its option for the Prevailing Rental Rate be less than Second Renewal Term or the rental rate in effect during the last year of the Third Renewal Term. The option for the Third Renewal Term shall may be upon exercised by Tenant by written notice given to Landlord not less than six (6) months prior to the same termsend of the Second Renewal Term; provided, covenants however, that unless Tenant timely exercises its option to extend the First Renewal Term for the Second Renewal Term, Tenant wil have no right to exercise its option for the Third Renewal Term. Subject to the terms of subsection (b) of this Section 4, all of the terms and conditions provisions of this Lease as shall be in effect immediately prior (excluding any allowances provided by Landlord and excluding any construction obligation of Landlord whatsoever, whether relating to the renewal, except that: (aBase Building or the Expansion Improvements) Basic Rent shall govern and be adjusted applicable to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the First Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of Second Renewal Term and the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Third Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") Term in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling subject to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of all the provisions of this Lease. subsection (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determinationa), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the The First Renewal Term, the amount of such excess shall be refunded by Landlord Second Renewal Term and the Third Renewal Term are hereinafter sometimes referred to Tenant within ten (10) business days following collectively as the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors"Renewal Terms". (b) Base building HVAC systemTenant shall pay to Landlord as Minimum Rent during the First Renewal Term (herein, pursuant the "First Renewal Minimum Rent") in lawful money of the United States commencing at the commencement of the First Renewal Term, a per annum amount equal to the greater of (i) ninety-five percent (95%) of the product obtained by multiplying the Building Square Footage (including the Expansion Improvements, if applicable) times an amount equal to the Prevailing Market Rate calculated in the manner set forth in Exhibit D-1"D" attached to this Lease and made a part hereof by this reference or (ii) the Minimum Rent for the Demised Premises in effect as of the expiration of the Primary Term, Section 12(a)payable in equal monthly installments of one twelfth 1/12th of said sum, in advance, without demand and, except as expressly provided to the contrary in this Lease, without abatement, reduction, set-off or deduction, on the first day of each calendar month during the First Renewal Term. If Tenant timely and properly exercises its right to the extend the Term for the Second Renewal Term, Tenant shall pay to Landlord as Minimum Rent during the Second Renewal Term (herein, the "Second Renewal Minimum Rent") in lawful money of the United States commencing at the commencement of the Second Renewal Term, a per annum amount equal to the greater of (i) ninety-five percent (95%) of the product obtained by multiplying the Building Square Footage (including vertical duct the Expansion Improvements, if applicable) times an amount equal to all floorsthe Prevailing Market Rate or (ii) the Minimum Rent for the Demised Premises in effect as of the expiration of the First Renewal Term, payable in equal monthly installments of one twelfth 1/12th of said sum, in advance, without demand and, except as expressly provided to the contrary in this Lease, without abatement, reduction, set-off or deduction, on the first day of each calendar month during the Second Renewal Term. If Tenant timely and properly exercises its right to the extend the Term for the Third Renewal Term, Tenant shall pay to Landlord as Minimum Rent during the Third Renewal Term (herein, the "Third Renewal Minimum Rent") in lawful money of the United States commencing at the commencement of the Third Renewal Term, a per annum amount equal to the greater of (i) ninety-five percent (95%) of the product obtained by multiplying the Building Square Footage (including the Expansion Improvements, if applicable) times an amount equal to the Prevailing Market Rate or (ii) the Minimum Rent for the Demised Premises in effect as of the expiration of the Second Renewal Term, payable in equal monthly installments of one twelfth 1/12th of said sum, in advance, without demand and, except as expressly provided to the contrary in this Lease, without abatement, reduction, set-off or deduction, on the first day of each calendar month during the Third Renewal Term. (c) Radiant heat system around If Tenant timely exercises its right to the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system First Renewal Term and emergency lighting to all core areas. (f) Tenant's electric meter in makes the first payment of Base Rent due after commencement of the First Renewal Term, Landlord will, at any time during the First Renewal Term, provide an allowance of $45,000.00 (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies"Refurbishment Allowance"), all walls separating which will be applied as an automatic credit against the Premises from other tenant spacefirst installment of Base Rent due after the commencement of the First Renewal Term. Landlord shall be responsible for only one-half (1/2) will have no obligation to perform any work of any demising wall to be constructed by Tenant. Except as set forth nature in this Exhibit, Tenant accepts connection with the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of LandlordRefurbishment Allowance. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. (a) Provided no Event of Default exists and Tenant is occupying the entire Premises that, at the time of such electionTenant’s exercise of the Renewal Option (defined below) and upon the commencement of the Renewal Term (defined below), this Lease is in full force and effect and there is no uncured default by Tenant under this Lease, Tenant may shall have the option (“Renewal Option”) to renew this Lease as follows: (b) Tenant may, by notifying Landlord of its election in writing not less than three hundred sixty-five (365) days prior to the end of the Term, renew this Lease for the an additional term (“Renewal Term, by delivering written notice ”) beginning on the date next following the expiration date of the exercise thereof to Landlord nine initial Term and continuing for five (95) months before the expiration of the Termyears thereafter. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement renewal of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall this Lease will be upon the same terms, covenants covenants, and conditions of this Lease applicable during the initial Term, as provided in the Lease, except that (i) the Rent payable during the Renewal Term shall be in effect immediately prior an amount equal to the renewal, except that: one hundred percent (a100%) Basic Rent shall be adjusted to of the Prevailing Rental Rate; Market Rate (bas defined below) Landlord will establish a new Expense Estimate which shall be effective as of the first day of date on which the Renewal Term commences, (ii) the “Term;” shall be deemed to include the “Renewal Term” and (iii) Tenant shall possess no further renewal option(s). (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within Within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent ’s renewal notice for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given notify Tenant in writing of Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final ’s determination hereunder of the Basic RentPrevailing Market Rate. Tenant shall, the payments made by within fifteen (15) days thereafter, notify Landlord that Tenant on account of Basic Rent for such portion either (a) accepts Landlord’s determination of the Renewal Term were greater than Prevailing Market Rate, in which event the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant parties shall promptly execute enter into an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no incorporating such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Leaseterms, or (5b) an Event of Default exists at the time of exercise rejects Landlord’s determination of the option or Prevailing Market Rate, in which event Landlord and Tenant shall engage in the process described on Schedule C-I attached to this Exhibit C to determine the date Prevailing Market Rate, and thereafter the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord parties shall provide, at its sole cost and expense and as its sole and exclusive contribution promptly enter into an amendment to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floorthis Lease incorporating such terms. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" the phrase “Prevailing Market Rate” shall mean the final construction documents to be approved rental then being paid by Landlord tenants in buildings of comparable quality, condition and Tenant, as amended from time to time by any approved change orders, executed by Landlord age on renewal terms including concessions for space of approximately the same size and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on taking into consideration the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes amenities available in the Work must receive the prior written approval of Project and whether Landlord and Tenant (which approval shall not will be unreasonably withheld, conditioned or delayed) and obligated to pay any brokerage commissions in the event of any connection with such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes astransaction.

Renewal Option. Provided that no Event of Default exists and Tenant is occupying the entire Premises shall be continuing at the time of such electionthe exercise of the option herein provided and at the time of the commencement of the Renewal Term (as hereinafter defined), Tenant may renew this shall have the right, at its option, to extend the original Lease Term (“Original Term”), for a renewal term (“Renewal Term”) of five (5) years to commence immediately following the Renewal expiration of the Original Term, by delivering written giving notice of the exercise thereof to Landlord not less than nine (9) nor more than eighteen (18) months before prior to the expiration Expiration Date of this Lease and, upon the giving of such notice, this Lease, subject to the provisions hereof, shall be automatically extended for the Renewal Term with the same force and effect as if the Renewal Term had been originally included in the Lease Term. Time shall be of the Term. The Basic Rent payable for each month during such extended Term shall be essence with respect to the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length exercise by Tenant of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year option. All of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be continue in full force and effect immediately prior to during the renewal, Renewal Term except that: that (a) the Basic Rent shall be adjusted to the Prevailing Rental Rate; as hereinafter set forth, (b) Landlord will establish a new Expense Estimate which the Base Tax Factor shall be effective as the fiscal tax year and the Base Operating Factor shall be the calendar year during which the Renewal Term Commences; (c) the terms of this Lease relating to the Work Letter and the performance of Landlord’s Work and Tenant’s Work shall not be applicable to the Renewal Term and (d) there shall be no further privilege of extension of this Lease beyond the Renewal Term. The Basic Rent payable by Tenant during the first day year of the Renewal Term; (c) Tenant Term shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant be the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to fair market basic rent prevailing at the commencement of the Renewal TermTerm for rental of space comparable in size to the Premises in privately owned multi-tenanted office buildings owned by other than governmental entities comparable in age, which Rent Notice shall set forth size, quality and location to the Building, as determined in the first instance by Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within based upon then current leases for such space, taking into account tenant improvement allowances. No less than thirty (30) days after delivery following Landlord’s receipt of Tenant’s notice to extend the Lease for the Renewal Term, Landlord shall notify Tenant in writing of its determination of the Basic Rent Notice, stating whether Tenant accepts or disputes for the Landlord's Determination or whether Tenant desires to terminate its exercise first year of the Renewal OptionTerm as set forth above. If Tenant's Notice accepts Landlord's Determination or In the event Tenant fails or refuses to give Tenant's Notice, disagrees with such determination Landlord and Tenant shall be deemed attempt in good faith to have accepted Landlord's Determinationagree on such Basic Rent. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination In the event Landlord and Tenant fail to reach an agreement on such rental rate at least four (4) months prior to the expiration of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or lessthen current term, the dispute as to Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply arbitrated pursuant to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the Article XXII, and Tenant shall pay Basic Rent as determined by Landlord pending the outcome of such arbitration subject to the adjustment by reason thereof. After final determination of the Prevailing Rental Rate shall not be made on or before Basic Rent for the first day year of the Renewal Term, pending such final determination, Tenant same shall continue to pay, as increase during each subsequent year of the Renewal Term two and one-half (2.5%) percent over the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rentprior year. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Notwithstanding anything to the contrary set forth in the Lease, Tenant shall have one (1) option to extend the Term (the “Renewal Option”) on the following terms and conditions: (a) Provided no Event that as of Default exists the date of the receipt of the Renewal Notice (as hereinafter defined) by Landlord and the Renewal Commencement Date (as hereinafter defined), (i) Tenant is occupying the entire tenant originally named herein, (ii) Tenant actually occupies all of the Remaining Premises and Suite 4200 Expansion Premises demised under the Amendment and any space added to the Premises, and (iii) no default exists, or would exist but for the passage of time or the giving of notice, or both, then Tenant shall have the right to extend the Term for an additional period of sixty (60) full calendar months (the “Renewal Term”) commencing on the day following the expiration of the Second Extended Term (the “Renewal Commencement Date”). Tenant shall give Landlord written notice (the “Renewal Notice”) of its election to extend the Term in accordance with the terms hereof at least nine (9) months, but not more than twelve (12) months, prior to the time Second Extended Termination Date. (b) The Monthly Installment of Rent payable by Tenant to Landlord during the Renewal Term shall be the greater of (i) one hundred three percent (103%) of the Monthly Installment of Rent applicable to the last month of the Second Extended Term, and (ii) the then-prevailing market rate for comparable space in comparable buildings in the vicinity of the Project taking into account the size of the lease, the length of the renewal term, market escalations, and the credit of Tenant. The Monthly Installment of Rent shall not be reduced by reason of any costs or expenses saved by Landlord by reason of Landlord's not having to find a new tenant for such electionpremises (including, without limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period). (c) Landlord shall notify Tenant may renew this Lease of its determination of the Monthly Installment of Rent for the Renewal Term, and Tenant shall advise Landlord in writing of any objection to such determination of the Monthly Installment of Rent within fifteen (15) days of receipt of Landlord's notice. Failure to respond within the fifteen (15) day period shall constitute Tenant's rejection of such Monthly Installment of Rent, Tenant’s exercise of the Renewal Option shall be deemed to be withdrawn, and the Lease shall expire or terminate in accordance with its terms. If Tenant affirmatively objects in writing, Landlord and Tenant shall commence negotiations to attempt to agree upon the Monthly Installment of Rent for a period of up to fifteen (15) days after Landlord's receipt of Tenant's objection notice. If (i) Tenant has rejected such Monthly Installment of Rent in writing and (ii) the parties cannot agree after Tenant objects, each acting in good faith but without any obligation to agree, on the Monthly Installment of Rent on or before the end of such fifteen (15) day period, then Tenant's exercise of the Renewal Option shall be deemed withdrawn and the Lease shall expire or terminate in accordance with its terms unless Tenant or Landlord invokes the arbitration procedure provided below to determine the Monthly Installment of Rent for the Renewal Term. Either party may elect to arbitrate the determination of the Monthly Installment of Rent for the Renewal Term by delivering sending written notice to the other party and the regional office of the exercise thereof to Landlord nine American Arbitration Association in which the Premises is located within three (93) months before business days after the expiration of the Termfifteen (15) day negotiation period provided in the preceding paragraph, invoking the binding arbitration provisions of this subsection. The Basic arbitration to determine the Monthly Installment of Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be in accordance with the Real Estate Industry Arbitration Rules and Mediation Procedures of the American Arbitration Association. Unless otherwise required by state law, arbitration shall be conducted in the metropolitan area where the Premises is located by a single arbitrator mutually selected by the parties and unaffiliated with either party. Landlord and Tenant shall each submit to the arbitrator their respective proposal of the appropriate Monthly Installment of Rent for the Renewal Term. The arbitrator must choose between the Landlord’s proposal and the Tenant’s proposal and may not compromise between the two or select some other amount. The cost of the arbitration shall be borne equally between the parties. If the arbitrator has not determined the Monthly Installment of Rent by the end of the Second Extended Term, Tenant shall pay one hundred five percent (105%) of the Monthly Installment of Rent in effect under the Lease as of the end of the Second Extended Term for the Renewal Term until the Monthly Installment of Rent is determined as provided herein. Upon such determination, Landlord and Tenant shall make the appropriate adjustments to the payments between them, including the reimbursement of any credit that may be due for the Monthly Installment of Rent actually paid by Tenant which is higher than the final Monthly Installment of Rent for the Renewal Term determined in accordance with the procedures set forth herein for such period. For the avoidance of doubt, the parties consent to the jurisdiction of any appropriate court to enforce the arbitration provisions of this subsection and to enter judgment upon the decision of the arbitrator. (d) The determination of the Monthly Installment of Rent does not reduce the Tenant's obligation to pay or reimburse Landlord for any additional rent and any other reimbursable or chargeable items as set forth in the Lease, and Tenant shall reimburse and pay Landlord as set forth in the Lease with respect to such items with respect to the Premises during the Renewal Term. (e) Except for the Monthly Installment of Rent for the Renewal Term as determined above, Tenant's occupancy of the Premises during the Renewal Term shall be on the same terms, covenants terms and conditions of this Lease as shall be are in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as expiration of the first day of the Renewal Term; (c) ; provided, however, Tenant shall have no further renewal option unless expressly granted by Landlord in writing; andright to any allowances, credits or abatements or any options to expand, contract, renew, terminate or extend the Lease. (df) If Tenant does not give the Renewal Notice within the period set forth above, the Renewal Option shall automatically terminate. Time is of the essence as to the giving of the Renewal Notice. (g) Landlord shall lease have no obligation to Tenant refurbish or otherwise improve the Premises for the Renewal Term. The Premises shall be tendered on the Renewal Commencement Date in their then“as-current is” condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply:. (ih) Landlord shall give Tenant notice (If the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of Lease is extended for the Renewal Term, which Rent Notice shall set forth Landlord's then, promptly after the determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery Monthly Installment of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal TermAddendum, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord prepare and Tenant shall promptly execute execute, within fifteen (15) days of receipt, an amendment to this the Lease evidencing any confirming the extension of the Term and the other provisions applicable thereto. (i) If Tenant exercises its right to extend the term of the Lease for the Renewal Term pursuant to this ExhibitAddendum and the parties execute the amendment, but no such amendment shall be necessary the term “Term” as used in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall providebe construed to include, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premiseswhen practicable, the Landlord's Work, which shall include only the following items:Renewal Term except as provided in subsection (e) above. (a) Interior core improvements, including first floor main lobby, men's AS-IS Condition. Tenant shall lease the Remaining Premises and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Suite 4200 Expansion Premises from Landlord on an “AS-IS” basis, without any representation or warranty of any kind made by Landlord in favor of Tenant and without change or modification thereto of any kind other tenant spacethan the work described in this exhibit. However, Landlord shall be responsible for only one-half (1/2) causing, as of any demising wall the Suite 4200 Expansion Premises Commencement Date, the existing HVAC system, and material electrical, plumbing and other mechanical systems that exclusively service the Suite 4200 Expansion Premises to be constructed by in good working order, provided that the foregoing shall not imply any representation or warranty as to the useful life of such systems, nor shall the foregoing diminish Tenant. Except as set forth in this Exhibit’s responsibility to perform any repairs, Tenant accepts modifications or improvements to the Premises in their "AS-IS" condition on same necessitated after the date that this Lease the Suite 4200 Expansion Premises is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents delivered to be approved by Landlord and Tenant, as amended from time to time whether by any approved change orders, executed by Landlord and reason of Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas ’s use of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation same, Tenant’s alterations, ordinary wear and tear, or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asotherwise.

Renewal Option. Provided Tenant shall have one option to renew the term of this Lease, as to all, but not part of the Premises on all of the terms and conditions set forth in the Lease, except as set forth below. The renewal option shall be for a term of five (5) years (the “Renewal Option”), commencing April 1, 2023 and ending March 31, 2028 (the “Renewal Term”). (a) The Tenant’s right to renew the term of this Lease shall be conditioned on (i) this Lease being in full force and effect and no Event default existing hereunder beyond the expiration of Default exists any applicable notice and Tenant is occupying the entire Premises cure period at the time of such electionthe delivery of the Renewal Notice (as defined below) or on the effective date of the Renewal Term and (ii) Tenant simultaneously exercising the Renewal Options under leases for spaces occupied by Tenant in the Building, so that Tenant has renewed for a term of five (5) years, leases in the Building aggregating no less than eight (8) full floors. Tenant may renew exercise the Renewal Option by delivering written notice to Landlord, not less than twelve (12) calendar months prior to the Expiration Date, (a “Renewal Notice”). (b) The Renewal Option is personal to the Tenant herein named and may not be severed from this Lease nor separately sold or assigned. (c) If Tenant timely exercises the Renewal Option, the term of this Lease shall be renewed for the Renewal Term. The renewal of this Lease for the Renewal Term, by delivering written notice of the exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement on all of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to set forth herein for the renewalextended term, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of that during the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (have no obligation to perform any work in the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination")Premises; (ii) Tenant shall give not be entitled to any Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts work contribution or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiserLandlord construction allowance; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on entitled to any rent credit, concession or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic abatement; (d) Fixed Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of during the Renewal Term were greater than shall be as follows: April 1, 2023 — March 31, 2024 $ 652,368.62 $ 54,364.05 April 1, 2024 — March 31, 2025 $ 668,677.83 $ 55,723.15 April 1, 2025 — March 31, 2026 $ 685,394.78 $ 57,116.23 April 1, 2026 — March 31, 2027 $ 702,529.65 $ 58,544.14 April 1, 2027 — March 31, 2028 $ 720,092.89 $ 60,007.74 plus all other additional rent, including, but not limited to, the Basic Rent payable for real estate tax escalation; (e) In the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as base tax year set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents paragraph 9 above shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes aschanged.

Renewal Option. Provided Tenant acknowledges and agrees that Tenant has no Event further rights of Default exists renewal or similar rights in or to the Premises or the Building, except as follows: Subject to the conditions herein, provided that (a) Tenant has not assigned the Lease or sublet any portion of the Premises other than to an entity controlling, controlled by or under common control with Tenant, or to any successor of Tenant resulting from a merger or consolidation of Tenant, and (b) Tenant is occupying not in default under the entire Premises at the time of such electionLease beyond any applicable notice, grace or cure period, Tenant may renew this shall have the right, at Tenant’s option, to elect to extend the Term of the Lease for one (1) period of five (5) years (the “Renewal Term”). The Renewal Term, if properly exercised in accordance herewith, shall commence on December 1, 2022, or on the first day following any subsequent extension of the Term under Section 13 of this Amendment. The Renewal Term shall be exercised by delivering Tenant giving written notice of the exercise thereof (the “Renewal Notice”) to Landlord on or before the day that is nine (9) months before months, but not more than twelve (12) months, prior to the then applicable Expiration Date of this Lease. Tenant shall have no right to extend the Term of the Lease, and the Renewal Notice shall not be effective, if (i) Tenant fails to timely give its Renewal Notice as provided herein, or (ii) a default by Tenant exists under the Lease beyond any applicable notice, grace or cure period (x) when Landlord receives the Renewal Notice, or (y) upon the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of . In the Prevailing Rental Rate ("Landlord's Determination"); (ii) event Tenant shall give Landlord notice ("Tenant's Notice")properly exercises the Renewal Term, within thirty ten (3010) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise receipt of the such Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall provide the annual Base Rent at which Landlord is willing to lease the Premises to Tenant for the Renewal Term (the “Renewal Rent”), which Renewal Rent shall be deemed based on the “then current fair market rent rate” for buildings of comparable size, type and class located in the same area of Coral Gables, Florida, under leases and renewal amendments being negotiated and entered into at or about the time the Renewal Rent is being determined, giving appropriate consideration to have accepted Tenant's Determinationtenant creditworthiness, tenant concessions, length of the term, landlord or building services provided to a tenant, brokerage commissions, tenant improvement allowances and similar factors. If Tenant in its reasonable judgment determines that Landlord's Notice disputes Tenant's Determination’s proposed Renewal Rent does not accurately reflect the then current fair market rent rate, Tenant shall provide Landlord shall deliver written notice of its objection to Tenant, Landlord’s determination of the Renewal Rent within thirty ten (3010) days after Tenant’s receipt of Tenant's Notice, Landlord's ’s determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiserRenewal Rent. If Tenant timely delivers notice of its objection to Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic ’s determination of Renewal Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiseras set forth above, then either party may commence for a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within period of thirty (30) days after the date of designation Tenant’s notice (the “Negotiation Period”), Landlord and Tenant shall work together in good faith to agree upon the Renewal Rent. If Landlord and Tenant fail to agree on the Renewal Rent within such Negotiation Period, Tenant shall, within ten (10) days after expiration of the Third AppraiserNegotiation Period, choose by written notice to Landlord, elect either Landlord's Second Determination (i) to withdraw its Renewal Notice, in which event the Lease shall expire on the then applicable Expiration Date, or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including (ii) to submit the expenses and fees of any appraiser selected by it Renewal Rent to determination in accordance with the terms hereof. The unsuccessful party shall bear following procedures (the costs “Appraisal Election”): (I) If the Appraisal Election is timely chosen, Landlord and expenses Tenant, within ten (10) days after the date of the Third AppraiserAppraisal Election, shall each submit to the other, in a sealed envelope, its good faith estimate of the Renewal Rent (collectively referred to as the “Estimates”). Any appraiser appointed hereunder If the higher of such Estimates is not more than one hundred five percent (105%) of the lower of such Estimates, then the Renewal Rent shall be the average of the two Estimates. If the Renewal Rent is not resolved by the Estimates as set forth in the preceding sentence, Landlord and Tenant, within seven (7) days after the exchange of Estimates, shall each select an independent real estate appraiser with to determine which of the two Estimates most closely reflects the Renewal Rent. Each appraiser so selected shall be certified as an MAI appraiser or an ASA appraiser, shall have had at least five (5) years experience within the previous ten (10) years experience as a real estate appraiser working in leasing Coral Gables, Florida, with working knowledge of current rental rates and valuation of properties which are similar in character to the Building. The appraisers practices for office space, and shall not have been retained by the power to add to, modify or change any of party selecting such appraiser during the provisions prior five (5) year period. For purposes of this Lease, an “MAI” appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and designation most similar), and an “ASA” appraiser means an individual who holds the Senior Member designation conferred by, and is an independent member of, the American Society of Appraisers (or its successor organization, or, in the event there is no successor organization, the organization and designation most similar). Upon selection, Landlord’s and Tenant’s appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Renewal Rent. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant as the Base Rent for the Premises during the Renewal Term. If either Landlord or Tenant fails to appoint an appraiser within the seven (7) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes of determining the Base Rent during the Renewal Term. (vII) If the final two appraisers cannot agree upon which of the two Estimates most closely reflects the Renewal Rent within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two (2) appraisers shall select a third appraiser meeting the aforementioned criteria for appraisers. Once the third appraiser has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days, such third appraiser shall make his determination of the Prevailing Rental Rate Renewal Rent, provided, however, that such third appraiser’s determination shall not be made below the lowest of the two Estimates or higher than the highest of the two Estimates, and such third appraiser’s determination shall be binding on both Landlord and Tenant as the Base Rent for the Premises during the Renewal Term. If the appraiser believes that expert advice would materially assist him, he may retain one or before more qualified persons, to provide such expert advice. The parties shall share equally in the first day costs of the appraisers and of any experts retained by such appraisers. In the event that the Renewal Rent has not been determined by the commencement date of the Renewal Term, pending Tenant shall in addition to all other payments due under this Lease, pay Base Rent at the initial Renewal Rent determined by Landlord, until such final time as the Renewal Rent has been finally determined. Upon such determination, the Base Rent for the Premises shall be retroactively adjusted (if necessary) to the commencement of the Renewal Term. If such adjustment results in an underpayment of Base Rent by Tenant, Tenant shall continue pay Landlord the amount of such underpayment within thirty (30) days after the determination thereof. If such adjustment results in an overpayment of Base Rent by Tenant, Landlord shall credit such overpayment against the next installment of Base Rent due under the Lease and, to paythe extent necessary, as any subsequent installments until the Basic entire amount of such overpayment has been credited against Base Rent. If within such ten (10) day period, Tenant fails to provide written notice of its election of either (i) or (ii) above, then Tenant shall be deemed to have accepted Landlord’s initial determination of Renewal Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord and shall have given Landlord's Second Determinationno further right to object to same. In the event Tenant properly exercises the Renewal Term and the Renewal Rent is determined, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this the Lease, as extended, shall be on the same terms, covenants, and conditions as set forth in the Lease, except (a) as modified by the Renewal Rent (which shall be incorporated into the Lease), (b) the Base Year for purposes of determining Tenant’s Proportionate Share of Increased Operating Costs shall be modified to the then current base year then being offered to prospective tenants of the Building, and (c) Tenant shall have no further right to extend the Term of the Lease. IfAdditionally, based upon Tenant shall, within twenty (20) days after Landlord’s request, execute and deliver an amendment to the final determination hereunder of the Basic RentLease, the payments made prepared by Tenant on account of Basic Rent for and acceptable to Landlord, memorializing such portion exercise of the Renewal Term were greater than the Basic Rent payable for and the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. (i) Provided that there is no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for the Renewal Term, by delivering written notice default hereunder either as of the exercise thereof date Tenant notifies Landlord of its election to Landlord nine (9) months before extend the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective or as of the first day of the extension period, Tenant may extend the original Term as it relates to the Premises for two (2) periods of five (5) years each. Tenant shall notify Landlord of its election to extend the Term by giving Landlord notice no less than twelve (12) months prior to the expiration of the Term then in effect, time being of the essence. All of the provisions of this Lease (other than the amount of Base Rent payable hereunder, the provisions of the Work Agreement and the right of Tenant to exercise the Renewal Term;Option) shall apply during each extension period. (cii) Tenant The annual Base Rent during each extension period shall have no further renewal option unless expressly granted by Landlord be the greater of (a) the annual Base Rent in writing; and effect during the twelve (d12) Landlord shall lease to Tenant month period preceding the commencement of such extension term or (b) ninety-five percent (95%) of the “fair market rent” for the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and at the like) or other tenant inducements. For the purposes time of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Termextended term. The term “fair market rent” shall be the rent generally payable in Somerset County, which Rent Notice shall set forth Landlord's determination New Jersey for equivalent space in an office building of approximately the same quality, size and condition as the Building, giving due consideration to the fact that the Building is of first class design, the location of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice")Building on the waterfront and its proximity to public transportation, within the condition of the Premises as improved, the location of the Premises in the Building, the length of the Term of the Lease, and all other factors that would be relevant to a third party tenant desiring to lease the Premises for the extended term. Within thirty (30) days after delivery the exercise by Tenant of its option to extend, Landlord shall notify Tenant of Landlord’s determination of the annual Base Rent Notice, stating whether Tenant accepts or disputes during the Landlord's Determination or whether extension period. If Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts dispute Landlord's Determination or Tenant fails or refuses to give Tenant's Notice’s determination, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenantshall, within thirty (30) days after receipt of Tenant's Noticethereof, Landlord's determination submit to Landlord a written appraisal of the Prevailing Rental Rate fair market rent for the Premises by an appraiser who is a member of the American Institute of Real Estate Appraisers, having at least seven ("Landlord's Second Determination"7) years experience in appraising commercial real estate in Xxxxxx County, New Jersey (a “Qualified Appraiser”), as . If Landlord disagrees with the fair market rent determined by an independent real estate appraiserTenant’s Qualified Appraiser, it shall, within forty five (45) days of receipt of such appraisal, submit to Tenant a written appraisal of the fair market rent for the Premises by a Qualified Appraiser selected by Landlord. If Landlord's Second Determination exceeds ’s and Tenant's Determination ’s Qualified Appraisers do not agree upon the fair market rent but are apart by ten percent less than five (105%) or lesspercent, then the Basic Rent fair market rents determined by both shall be averaged, otherwise, Landlord and the average of Landlord's Second Determination and Tenant's Determination’s Qualified Appraiser shall mutually agree upon an independent Qualified Appraiser to determine such fair market rent. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%)the parties are unable to agree upon such independent appraiser, Landlord or Tenant shall apply to either party may request the American Arbitration Association (in Newark, New Jersey, to appoint such independent appraiser. The independent appraiser shall select either Landlord’s Qualified Appraiser’s determination of fair market rent or any successor organization) to designate a third independent real estate appraiser (the "Third fair market rent determined by Tenant’s Qualified Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) which determination shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon both Landlord and Tenant. Each party The parties shall be responsible for the cost of their own Qualified Appraiser and shall share equally in the cost of any independent third Qualified Appraiser. Pending resolution of the issue of fair market rent, Tenant shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees to Landlord as of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses commencement of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character extension term, the Base Rent as established by Landlord, subject to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Leaseadjustment upon final determination. (viii) If the Upon final determination of the Prevailing Rental Rate shall not Base Rent to be made on or before paid during the first day of the Renewal Termextension period as hereinabove provided, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an enter into a lease amendment to this Lease evidencing any extension of reflect the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorssame. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event Landlord hereby grants to Tenant the option to extend the initial Lease Term on the same terms, conditions and provisions as contained in this Lease, except as otherwise provided herein, for one (1) period of Default exists and Tenant is occupying five (5) years, the entire Premises at option (the time “Option Period”) commencing on the day following the expiration date of such election, Tenant may renew this Lease for the Renewal Term, Lease. (a) Tenant’s option to extend shall be exercisable by delivering written notice of the exercise thereof from Tenant to Landlord given no earlier than twelve (12) months, and no later than nine (9) months before months, prior to the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended initial Lease Term, for renewals of space of equivalent quality, size, utility and location, with the length time being of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate;essence. (b) Landlord will establish a new Expense Estimate which Base Rent per square foot of Rentable Area of the Premises payable during the Option Period shall be effective at the Fair Market Rental Rate (as of the first day of the Renewal Term;hereinafter defined). (c) Tenant shall have no further renewal may only exercise its option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current conditionextend, and Landlord an exercise thereof shall not provide to Tenant any allowances (e.g.only be effective, moving allowanceif at the time of Tenant’s exercise and on the Option Period commencement date, construction allowance, this Lease is in full force and the like) or other tenant inducementseffect and no uncured default has occurred under this Lease. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior In addition to the commencement of the Renewal Term, which Rent Notice shall condition set forth Landlord's determination in the first sentence of the Prevailing Rental Rate this subparagraph ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"c), if Tenant is in default under this Lease within thirty (30) days after delivery prior to the Option Period commencement date, and has not cured or is not in the process of the Rent Noticediligently curing such default prior to said commencement date, stating whether Tenant accepts or disputes the then, at Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination’s option, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined ’s right to exercise its option may be terminated and rendered null and void by an independent real estate appraiser; (iii) notice thereof from Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty . No sublessee or assignee (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by other than an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organizationAffiliate) shall be unable or unwilling entitled to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct exercise such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each flooroption. (d) Sprinkler system Upon the valid exercise by Tenant of its option to extend. Landlord and Tenant shall enter into a written amendment to this Lease confirming the terms, conditions and provisions applicable to the Option Period as determined in accordance with heads turned upthe provisions of this Section, with such revisions to the Base Rent provisions of this Lease as may be necessary to conform those provisions to the rental rate applicable to the Option Period. No new options to extend shall be deemed to be created by a valid exercise of the extension option and no other provisions inapplicable to the Option Period such as, but not limited to, an obligation to construct or pay for construction or improvements or to grant rent abatements, shall be construed to govern the Option Period. (e) Base building electrical system and emergency lighting to all core areas. For purposes of this Article 18, the term “Fair Market Rental Rate” shall mean a rate comprised of (fi) Tenant's electric meter the prevailing base rental rate per square foot of rentable area available in the first Pertinent Market (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenanciesas defined below), and taking into account tenant improvement allowances, other tenant inducements, operating cost stops and tax cost stops, and brokerage commissions, all walls separating the Premises from other tenant space. as determined by Landlord shall be responsible for only one-half in good faith, and (1/2ii) any escalation of any demising wall to be constructed such base rental rate (based upon a fixed step and/or index) prevailing in the Pertinent Market, as determined by Tenant. Except as set forth Landlord in this Exhibitgood faith, Tenant accepts the Premises in their "AS-IS" condition taking into account (A) comparable leases (on the basis of factors such as, but not limited to, size and location of space and commencement date that this Lease is entered into. It is understood that and term of lease), if any, recently executed for improved space in the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and TenantBuilding, and "Work" shall mean all improvements to be constructed in accordance with and as indicated (B) leases for comparable (on the Construction Documentsbasis of factors such as, but not limited to size and location of space and commencement date and term of lease) improved space in “flex” buildings in the Orlando, Florida, area which are comparable to the Building in reputation, quality, age, size, location and level and quality of services provided and which have reached economic stabilization and are not, for any other reason, offering below market rents (the foregoing factors not being exclusive in identifying comparable buildings) (the Building, together with any work required by governmental authorities such comparable buildings, if applicable, being herein referred to be made to other areas of as the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as“Pertinent Market”).

Renewal Option. Provided (a) Tenant shall, upon giving Landlord at least twelve (12) months prior written notice but no Event more than fifteen (15) months from the initial Expiration Date of Default exists and Tenant is occupying the entire Premises at Lease (“Exercise Notice”), have the time of such election, Tenant may option to renew this Lease for the an additional term of five (5) years (“Renewal Term, by delivering written notice ”) upon all the same terms and conditions of the exercise thereof to Landlord nine Lease, except for (9i) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term annual Base Rent, which shall be determined in accordance with the prevailing rental rate (the "then “Prevailing Fair Market Rental Rate"” being charged in the Building and other comparable quality office buildings in the Princeton, New Jersey office market for: (i) at the commencement of such extended Term, for renewals of comparable space of equivalent quality, in size, utility quality and condition; (ii) comparable term of lease; and (iii) comparable Building services, amenities and location, with and (ii) the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent Base Year shall be adjusted to the calendar year in which occurs the commencement date of the Renewal Term (which shall be taken into account in determining the Prevailing Fair Market Rental Rate;), and take into account all other relevant factors. (b) Within fifteen (15) days after receipt of Tenant’s Exercise Notice, Landlord will establish a new Expense Estimate which shall be effective as send written notice to Tenant of the first day of Prevailing Fair Market Rental Rate for the Renewal Term; (c) . In the event Landlord and Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant cannot agree upon the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "annual Base Rent Notice") not later than one hundred eighty (180) days prior to the commencement of for the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), Term within thirty (30) days after delivery of the Rent NoticeLandlord’s notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Noticethen within fifteen (15) days thereafter, Tenant each party shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent select a qualified commercial real estate appraiser; appraiser with at least five (iii5) Landlord years’ experience in appraising office properties in the Princeton, New Jersey office market and surrounding areas. The two appraisers shall give Tenant notice ("Landlord's Notice"), their opinion of Prevailing Fair Market Rental Rates within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determinationtheir retention. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination the opinions of the Prevailing Rental Rate two appraisers differ by three ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (103%) percent or less, the Basic Rent shall be then the average of Landlord's Second Determination and Tenant's Determinationthe two appraisers shall be used as the Prevailing Fair Market Rental Rate. If Landlord's Second Determination exceeds Tenant's Determination In the event the opinions of the two appraisers differ by more than three (3%) percent, and after good faith efforts over the succeeding ten percent (10%)) day period the parties cannot mutually agree on the Base Rent for the Renewal Term, Landlord or Tenant then the appraisers shall apply to the American Arbitration Association (or any successor organization) to designate immediately and jointly appoint a third independent real estate ​ ​ appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and qualifications specified above. This third appraiser shall, within thirty five (305) days after the date of designation of the Third Appraiserbusiness days, choose either the determination of Landlord's Second Determination ’s appraiser or Tenant's Determination, ’s appraiser and such choice of this third appraiser shall be conclusive final and binding upon on Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent for its real estate appraiser with at least ten (10) years experience in leasing and valuation shall equally share the costs of properties which are similar in character any third appraiser. As soon as Landlord and Tenant have agreed to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Base Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord the parties shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this the Lease evidencing any confirming the extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make and the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) adjusted Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floorsRent. (c) Radiant heat system around Tenant’s option to renew shall be conditioned upon and subject to each of the perimeter of each floor.following: (di) Sprinkler system with heads turned up.Tenant’s timely exercise of this option by providing Landlord its Exercise Notice within the time frame described in paragraph (a) above; (eii) Base building electrical system Tenant shall not be in default under the terms and emergency lighting to all core areas.conditions of this Lease beyond the applicable grace period for the cure thereof at the time Tenant exercises its option; (fiii) Tenant's electric meter in the first (1st) floor electric closet.Intentionally omitted; (giv) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating Tenant shall have no further renewal options other than the Premises from other tenant space. Landlord shall be responsible option to extend for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as the Renewal Term set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord.paragraph (a) above; and 2. As used herein, "Construction Documents" (v) Landlord shall mean the final construction documents have no obligation to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with do any work required by governmental authorities with respect to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asDemised Premises.

Renewal Option. Provided no Event Landlord hereby grants to Tenant the option ("Renewal Option") to renew and extend the term of Default exists and Tenant is occupying the entire Premises this Lease, provided that at the time of such electionthe Renewal Option is exercised, Tenant may renew this Lease for the shall be in full force and effect and Tenant shall not be in default beyond any applicable cure period hereunder. The renewal term ("Renewal Term, by delivering written notice of the exercise thereof to Landlord nine ") shall be sixty (960) months before commencing upon the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length original term of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the TermLease. The Renewal Term Option shall be upon the same terms, covenants null and conditions of this Lease as shall be in effect immediately prior void if Tenant fails to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant deliver written notice (the "Rent NoticeRenewal Option Deadline Date") of exercise to Landlord not later than one hundred eighty Two Hundred Seventy (180270) days prior to the commencement expiration of the Renewal Term, which Rent Notice shall set forth Landlord's determination original term of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Lease. Any renewal and extension of the Lease for the Renewal Term shall be at 95% of the then current market terms and conditions. Tenant shall give Landlord notice (not have the right to assign its renewal rights to a subtenant under this Lease. "Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of Then current market terms and conditions" shall mean those terms and conditions prevailing on the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of Option Deadline Date for comparable space in the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser Loop 360 corridor project (the "Third AppraiserProject") in accordance with the then-prevailing rules, regulations and/or procedures to tenants or prospective tenants of the American Arbitration Association, and if the American Arbitration Association (comparable creditworthiness. If on or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within before thirty (30) days after the date of designation delivery of the Third Appraiserrenewal Notice Landlord and Tenant cannot agree in writing to the "current market terms and conditions" to be applicable during a Renewal Term, choose either then the question of what the "then current market terms and conditions" is shall be settled by arbitration. Such arbitration shall be before one disinterested MIA appraiser if one can be agreed upon, otherwise before three (3) disinterested MIA appraisers, one named by the Landlord's Second Determination or , one by the Tenant's Determination, and such choice one by the two thus chosen. The MIA appraiser or appraisers shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including determine the expenses and fees of any appraiser selected by it controversy in accordance with the terms hereofarbitration rules and laws of the State of Texas as applied to the facts found by him, her or them. The unsuccessful party shall bear the costs and expenses cost of the Third Appraiser. Any appraiser appointed hereunder appraisers shall be an independent real estate appraiser with at least ten (10) years experience in leasing paid 50% by Tenant and valuation of properties which are similar in character to the Building50% by Landlord. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before thirty (30) days after the first day of Renewal Option Deadline Date, if Landlord and Tenant cannot agree in writing to the "current market terms and conditions" to be applicable during the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for may terminate the Renewal Term, an amount equal Option (notwithstanding its earlier exercise) by delivering written notice of such termination to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under not later than the terms original termination date of this Lease. If, based upon In the final determination hereunder event of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion termination of the Renewal Term were greater than the Basic Rent payable for Option, the Renewal TermOption shall thereafter be null and void and of no further force and effect, and the amount Lease shall expire at the expiration of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension its original term. Any termination of the Term pursuant to this Exhibit, but no such amendment Lease shall be necessary in order to make also terminate the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsRenewal Option. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event Landlord hereby grants to Tenant the option to extend the Extension Term on the same terms, conditions and provisions as contained in the Lease, as modified and except as otherwise provided herein, for one (1) period of Default exists and Tenant is occupying five (5) years (the entire Premises at “Option Period”) commencing on the time day following the expiration of such election, Tenant may renew this Lease for the Renewal Extension Term, . (a) Tenant’s option to extend shall be exercisable by delivering written notice of the exercise thereof from Tenant to Landlord given no more than twelve (12) months and no less than nine (9) months before prior to the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Extension Term, for renewals of space of equivalent quality, size, utility and location, with the length time being of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate;essence. (b) Landlord will establish a new Expense Estimate which Base Rent per rentable square foot of the Premises payable during the Option Period shall be effective as at one hundred percent (100%) of the first day of the Renewal Term;Fair Market Rental Rate (as hereinafter defined). (c) Tenant shall have no further renewal may only exercise its option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current conditionextend, and Landlord an exercise thereof shall not provide to only be effective, if at the time of Tenant’s exercise and on the Option Period commencement date, the Lease is in full force and effect and no event of default by Tenant has occurred under the Lease which remains uncured after the giving of any allowances (e.g., moving allowance, construction allowance, applicable notice and the like) or other tenant inducementsexpiration of any applicable cure period. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior In addition to the commencement of the Renewal Term, which Rent Notice shall condition set forth Landlord's determination in the first sentence of the Prevailing Rental Rate this subparagraph ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"c), if Tenant is in default under the Lease (after the giving of any applicable notice and the expiration of any applicable cure period) within thirty (30) days after delivery of prior to the Rent NoticeOption Period commencement date, stating whether Tenant accepts or disputes the then, at Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination’s option, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's ’s right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect may be terminated and rendered null and void by written notice thereof from Landlord to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting Upon the valid exercise by Tenant of its option to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenanciesextend, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and TenantTenant shall enter into a written amendment to the Lease confirming the terms, conditions and provisions applicable to the Option Period as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed determined in accordance with and the provisions of this Section, with such revisions to the rent provisions of the Lease as indicated on may be necessary to conform those provisions to the Construction Documents, together with any work required by governmental authorities rental rate applicable to the Option Period. No new options to extend shall be deemed to be made to other areas created by a valid exercise of the Building solely as a result of extension option and no other provisions inapplicable to the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that Option Period such drawings are adequate for any use or comply with any Lawas, but not limited to, an obligation to construct or pay for construction or improvements or to grant rent abatements, shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign construed to govern the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asOption Period.

Renewal Option. Provided no Event Tenant (but not any assignee or subtenant of Default exists and Tenant, even if Landlord's consent is obtained as required in the Lease), is granted the option to extend the term of this Lease for two extended terms of sixty (60) months each, provided (a) Tenant is occupying the entire Premises not in default at the time of such electionexercise of the option, and (b) Tenant may renew this Lease for the Renewal Term, by delivering gives written notice of the its exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate option at least two hundred ten (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180210) days prior to the commencement expiration of the Renewal Termoriginal term, which Rent Notice shall set forth Landlord's determination or the first extended term, of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Lease, as applicable. Landlord notice ("Tenant's Notice")shall, within thirty fifteen (3015) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Noticenotice, Landlord's determination notify Tenant in writing of its opinion concerning the Prevailing Rental Rate ("Landlord's Second Determination")proposed renewal rate, as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent which shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to fair market rental value described in the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Associationimmediately succeeding paragraph, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and Tenant shall, within thirty (30) days after the date of designation its receipt of Landlord's notice of the Third Appraiserrenewal rate, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties during which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) time Landlord and Tenant shall promptly execute confer and attempt to reach an amendment to this Lease evidencing any extension agreement regarding the reasonableness of the Term pursuant proposed renewal rate, notify Landlord in writing of its acceptance or rejection of the proposed rental rate. If Landlord and Tenant are unable to mutually agree on the renewal rate within such thirty (30) day period, then the renewal options described in this Exhibit, but no paragraph shall automatically terminate without further notice. Each such amendment extension term shall be necessary in order upon the same terms, conditions, and rentals, except (i) Tenant shall have no further right of renewal after the last extension term prescribed above, and (ii) the Rent amount shall be increased to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession fair market rental value of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise Tenant exercises its election. Fair market rental value of the option or on Premises for each extension term will be determined by the date parties, in their reasonable discretion and upon their combined good faith efforts, considering the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall providerental market for comparable land and improvements in substantially the same condition, at its sole cost in comparable locations, used for similar purposes, and expense and as its sole and exclusive contribution under terms similar to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as those set forth in this Exhibit, Tenant accepts the Premises in their Lease. 24 EXHIBIT "AS-ISC-2" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asRENT

Renewal Option. (a) Provided no Event of Default exists and Tenant is occupying that all the entire Premises following have not occurred at the time of such electionTenant’s exercise of the Renewal Option: (1) Tenant is not in default of any of the terms, covenants and conditions hereof beyond any applicable notice and/or cure periods, (2) Tenant’s right to possession of the Premises has not been terminated, and (3) Tenant may renew has not assigned any of its interest in this Lease or sublet any portion of the Premises, other than in connection with a Permitted Transfer, then Tenant shall have the right and option to extend the Lease Term (the “Renewal Option”) for one (1) further sixty (60) month period (hereinafter the “Renewal Term, by delivering written notice ”). Such extension of the exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Lease Term shall be on the prevailing rental rate (same terms, covenants and conditions as provided for in the "Prevailing Rental Rate") at the commencement of such extended Lease Term, for renewals of space except as set forth in this Section, and, except that the Base Rent during the Renewal Term shall be at fair market base rent then in effect on equivalent properties, of equivalent quality, size, utility and locationin equivalent areas, with the length of the extended Renewal Term and the credit standing of Tenant to be taken into account; providedaccount and otherwise based on the factors listed below, however, that in no event (the “Fair Market Base Rent”). Tenant shall deliver written notice to Landlord of Tenant’s intent to exercise the Prevailing Rental Rate be Renewal Option granted herein (the “Renewal Request Notice”) not more than twelve (12) months nor less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately nine (9) months prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as expiration of the first day Lease Term of this Lease. If Landlord and Tenant mutually agree, using their respective good faith efforts, in writing upon the base rent for the Renewal Term; Term within thirty (c30) days after written exercise by Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) of this Renewal Option, Landlord shall lease the Premises to Tenant during the Premises Renewal Term in their then-current current, “AS IS, WHERE IS” with all faults condition, and Landlord shall not provide to Tenant any allowances (e.g., e.g. moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior except to the commencement of extent determined appropriate in connection with the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Fair Market Base Rent. Tenant shall give have no further renewal options unless expressly granted by Landlord notice in writing. Fair Market Base Rent will take into account all relevant factors, including, without limitation: ("Tenant's Notice"1) the location, quality, size, condition, and age of the Building and the level of LEED® certification of the Building then in effect; (2) the use, location, size, and/or floor levels of the space in question, including view, elevator, lobby exposure, etc.; (3) definition of “rentable” area; (4) the extent of leasehold improvements in the space in question or to be provided (other than any improvements already installed in the Premises), within thirty and/or any allowance for same; (305) days after delivery of the Rent Noticeabatements (including base rental, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent operating expenses and real estate appraiser; taxes, and parking charges); (iii6) Landlord shall give the parking rates set forth in Landlord’s rent proposal, the parking rates charged for comparable parking for tenants in comparable buildings and inclusion and/or exclusion of parking charges in rental; (7) lease takeovers and assumptions; (8) programming/space planning/interior architecture and engineering allowances; (9) relocation allowances; (10) tenant improvement allowances or refurbishment allowances, including those set forth in Landlord’s rent proposal; (11) distinction between “gross” and “net” leases; (12) base year or dollar amounts for escalation purposes (both ad valorem/real estate taxes and other operating expenses); (13) any other adjustments (including, for example, indices) to base rental; (14) credit standing and financial stature of Tenant notice ("Landlord's Notice"), within twenty or the applicable transferee pursuant to a Permitted Transfer) and any applicable tenants; (15) term or length of lease; (16) the time the particular rental rate under consideration was agreed upon or is to become effective and the period of time from the date such rate is determined to the date it will be effective; (17) the extent of services provided or to be provided; (18) inclusions and exclusions for operating expenses; (19) the total amount of space in the Building leased to Tenant; (20) days after delivery presence, absence or amount of Tenant's Determination, of whether Landlord accepts leasing commissions to the extent applicable; and (21) any other concession or disputes Tenant's Determinationinducement and/or relevant terms or conditions that a reasonable and knowledgeable real estate professional would include in making such fair value rental rate determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's The determination of the Prevailing Rental Rate ("Landlord's Second Determination")Fair Market Base Rent will not take into account any transaction that is not a typical market-driven transaction, such as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (a sale-leaseback or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointedfinancing type lease transaction. (ivb) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after In the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) event Tenant fails to timely exercise its option under this Exhibitdeliver the Renewal Request Notice within the time period set forth above, time being of the essence with respect to Tenant's ’s exercise thereof, (4) Tenant’s right to extend the Lease Term hereof shall automatically terminate, be null and void, and be of no further force and effect. In the event Landlord determinesand Tenant fail to mutually agree, using their respective good faith efforts, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since writing upon the Date Fair Market Base Rent for the Renewal Term within thirty (30) days after timely written exercise by Tenant of this Lease, or Renewal Option (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a“Negotiation Deadline”), including vertical duct Tenant’s right hereunder to all floorsextend the Lease Term shall automatically terminate (subject to subparagraph (c) below), be null and void, and be of no further force and effect. (c) Radiant heat system around If Tenant desires to continue with the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibitextension, Tenant accepts must deliver notice to Landlord of its desire to pursue “baseball arbitration” on or before the Premises in their "AS-IS" condition on the date that this Lease is entered intoNegotiation Deadline. It is understood that the plans for the Landlord's Work may be modified for unavailable materialsNo later than five (5) business days thereafter, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant shall meet in an effort to negotiate, in good faith, the Fair Market Base Rent applicable to the Premises. If Landlord and Tenant have not agreed upon the Fair Market Base Rent applicable to the Premises within five (5) business days after meeting, then Landlord and Tenant shall each appoint a broker not later than forty-five (45) days following Landlord’s delivery of the rate notice. If Landlord’s broker and Tenant’s broker have failed to agree upon the Fair Market Base Rent within sixty (60) days following delivery of the Negotiation Deadline, the two appointed brokers shall appoint a third broker (within five (5) business days following the expiration of said sixty (60) day period), and the Fair Market Base Rent shall be the arithmetic average of two (2) of the three (3) determinations which approval are the closest in amount, and the third determination shall be disregarded. If either Landlord or Tenant fails to appoint a broker within the prescribed time period, the failing party shall pay to the other party as liquidated damages $100.00 per day for each day following the deadline that such party fails to appoint a broker, not be unreasonably withheldto exceed $500.00. If the two (2) appointed brokers fail to agree upon a third (3rd) broker, conditioned then the parties shall have the local office of the American Arbitration Association (or delayedalternative method agreed by the parties) appoint the third (3rd) broker and the parties shall share equally in the event cost of any such approved change Tenant shallarbitration. Each party shall bear the costs of its own broker, upon completion and the parties shall share equally the cost of the Workthird broker, furnish if applicable. Each broker shall have at least ten (10) years’ experience in the leasing of similar commercial buildings in the submarket in which the Building is located and shall be a licensed real estate broker and has not represented Tenant or Landlord with an accurate, reproducible "as-built" plan of all during the changes asprevious five (5) year period.

Renewal Option. 43.01 Provided no Event of Default exists and Tenant is occupying not then in default under any of the entire Premises at terms, (monetary or other nonmonetary, but material) covenants or conditions of this Lease on Tenant’s part to be observed or performed beyond Notice and applicable cure. Tenant shall have the time of such election, Tenant may option to renew this Lease and the Term for a renewal term of five (5) years (referred to herein as the “Renewal Term”) commencing on the day immediately succeeding the Expiration Date and ending, by delivering written notice unless sooner terminated pursuant to the provisions of this Lease or pursuant to law, on the exercise day preceding the fifth anniversary thereof (referred to Landlord nine (9) months before as the expiration “Extended Expiration Date”). If Tenant exercises such option in accordance with the provisions and limitations of this Article, this Lease and the Term. The Basic Rent payable for each month during such extended Term Terms shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of renewed for such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same a Fixed Rent as follows; Except as otherwise provided herein, all other executory terms, covenants and conditions of condition contained in this Lease as shall be in effect immediately prior to and the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as Expiration Date of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant Lease shall be deemed extended to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined Extended Expiration Date. 43.02 The option set forth herein may only be exercised by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's “Renewal Notice"”) given by Tenant to Landlord on or prior to April 30, 2018 (the “Notice Date”), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply TIME IS OF THE ESSENCE with respect to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures exercise of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenantoption. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers Tenant shall not have the power right to add togive any such notice after the Notice Date, modify and any notice given after the Notice Date purporting to exercise such option shall have no force and effect. Landlord, within 30 days after Tenant’s request, shall confirm in writing to Tenant (“Landlord Confirmation”) whether Landlord has received the Renewal Notice and whether such Notice has been properly sent to Landlord (and, if not, setting forth any defects in such Notice or change delivery thereof). Landlord’s failure to send the Landlord Confirmation within such 30 day period shall constitute Landlord’s acceptance thereof and waiver of any right to object thereto. If Landlord, within such 30 day period, shall notify Tenant of any defects in the Renewal Notice or delivery thereof, Tenant shall have the right to send a revised Renewal Notice at any time prior to the deadline for sending such Renewal Notice under this Section and the provisions of this Leaseparagraph shall apply fully to such revised Renewal Notice and any subsequent Renewal Notice. (v) If 43.03 Tenant, upon request of Landlord, from time to time, will execute and deliver to Landlord an instrument in form reasonably satisfactory to Landlord stating whether or not Tenant has exercised the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall option contained in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsSection. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event of Default exists So long as Sublessee is not in default after any applicable notice and Tenant is occupying cure period and has not been in default after any applicable notice and cure period under the Sublease on more than two (2) occasions during the Expansion Space Term, Sublessee physically occupies the entire Expansion Space, and Sublessee has not assigned or further sublet the Expansion Space (except in the event of a Permitted Assignment under the Master Lease which has been consented to by Lessor to the extent required by the Master Lease), then subject to the terms of the Master Lease and the receipt of any consent required from Lessor, Sublessee shall have one (1) option to extend the Expansion Space Term as to the Expansion Space only through the expiration date of the Original Sublease as to the Existing Premises (i.e., through January 31, 2025) at a Base Rent equal to three percent (3%) over the time Base Rent payable immediately preceding the commencement of such electionoption term (which Base Rent will thereafter increase on each anniversary of the commencement date of such option term by three percent (3%)). The option contained in this Section 12 shall be exercised by Sublessee, Tenant may renew this Lease for the Renewal Termif at all, only by delivering delivery of written notice of the exercise thereof (“Option Notice”) to Landlord Sublessor no later than nine (9) months before prior to the expiration of the Expansion Space Term, stating that Sublessee is exercising its option. The Basic Rent payable for each month during such extended If Sublessee timely and properly exercises its option to extend, the Expansion Space Term shall be extended upon all of the prevailing rental rate (terms and conditions set forth in the "Prevailing Rental Rate") at Sublease, as amended, except that the commencement Base Rent for the Expansion Space shall be as indicated above. The exercise of this option is expressly contingent upon the receipt of Lessor’s consent to the extension of the Expansion Space Term pursuant to the terms of the Master Lease. a. If and only if Sublessee exercises its option to extend the Expansion Space Term as set forth above, then Sublessee shall have the further option to extend the Expansion Space Term pursuant to Section 14 of the Original Sublease as part of Sublessee’s exercise of the option to extend the Term of the Sublease through the date of expiration of the Master Lease. All terms and conditions set forth in Section 14 of the Original Sublease will apply to the exercise of such extended Termoption, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing exercise of Tenant such option will extend the Term as to the entire Premises. b. Except for the options specifically set forth above, nothing herein shall be taken into account; providedconstrued as permitting Sublessee to exercise any extension or renewal rights or to exercise any right of first refusal or expansion, howeverif any such rights exist, that and in no event shall Sublessor be obligated to extend the Prevailing Rental Rate be less than the rental rate in effect during the last year term of the TermMaster Lease for any reason. The Renewal Term shall be upon the same termsIn addition, covenants and conditions of this Lease as shall be in effect immediately prior notwithstanding anything to the renewalcontrary in the Sublease, except that: (a) Basic Rent shall be adjusted to in the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of event the first day of Master Lease allows Sublessor the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its the Master Lease early, Sublessor’s exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its that option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Lawdefault under the Sublease, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asas amended herein.

Renewal Option. (a) Provided no Event of Default exists this Lease is in effect and Tenant is occupying not in default hereunder beyond the entire Premises expiration of any applicable grace, notice and/or cure periods, either at the time of such electionthe exercise of this option or at the time of the commencement of the Renewal Term, Tenant may shall have the option to renew the initial term for one (1), five (5) year renewal term (the “Renewal Term”) upon the same terms as in this Lease (including items of Additional Rent and escalations), except that (i) the Minimum Rent during the Renewal Term shall be determined as provided below, (ii) the Base Operating Factor for the entire Premises (ie., the 10th and 11th Floors and the Fifth Amendment Current Premises) shall mean the Operating Expenses for the 2025 calendar year, (iii) the Base Tax Amount for the entire Premises (ie., the 10th and 11th Floors and the Fifth Amendment Current Premises) shall mean the Taxes due for the New York City fiscal tax year commencing July 1, 2025 and ending June 30, 2026 and (iv) Tenant shall have no right to renew the Term of the Lease for any period beyond the Renewal Term. Tenant shall exercise its option with respect to the Renewal Term, if at all, by giving written notice to Landlord on or before February 28, 2024. The failure by Tenant to duly give notice of its exercise of its right to renew the Term shall be deemed a waiver of such right. Upon Landlord’s receipt of such notice from Tenant, this Lease, subject to the provisions of this Article, shall be automatically extended for the Renewal Term with the same force and effect as if the Renewal Term had been originally included in the Term. The Minimum Rent during the Renewal Term shall be the fair market Minimum Rent as determined pursuant to the provisions hereof, by arbitration or by agreement of Landlord and Tenant as of the commencement of the Renewal Term. Landlord shall not be responsible for any fees or commissions due to any broker or other agent with which Tenant has had dealings in connection with the Renewal Term unless otherwise agreed to in writing by Landlord and Tenant shall indemnify, defend and hold Landlord harmless from and against any and all loss, cost, liability and expense arising out of any claim made by any of such brokers or agents. The renewal option set forth herein may only be exercised by the Named Tenant. (b) Provided that Tenant has exercised the option as provided in Section 9(a) above, on or before February 28, 2024, Landlord shall send a notice (the “Landlord’s Notice”) to Tenant of Landlord’s estimate of the fair market Minimum Rent for the Premises for the Renewal Term (the “Landlord’s Estimate”). If Tenant does not object to the Landlord’s Estimate by written notice to Landlord within thirty (30) days following Landlord’s Notice, then Tenant shall be deemed to have accepted Landlord’s Estimate and such amount shall be deemed to be the Minimum Rent for the Renewal Term. If Tenant objects to Landlord’s Estimate within the required thirty (30) day period, Landlord and Tenant shall attempt to agree upon the Minimum Rent to be paid during the Renewal Term. In the event that by January 31, 2025, Landlord and Tenant shall not have agreed upon the Minimum Rent for the Renewal Term, by delivering written notice of the exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term dispute shall be submitted to arbitration in accordance with the prevailing rental rate provisions of Section 9(f) below, and the arbitrators shall determine the Minimum Rent for the Renewal Term. (the "Prevailing Rental Rate"c) at If upon the commencement of the Renewal Term the Minimum Rent to be paid by Tenant during such extended Renewal Term shall not have been determined, Tenant shall, effective as of the commencement of the Renewal Term, pay as Minimum Rent the amount estimated by Landlord as the appropriate Minimum Rent for renewals the Premises during the Renewal Term as set forth in Landlord’s Notice, subject to adjustment upon determination of space of equivalent quality, size, utility and location, with such Minimum Rent. Upon the length determination of the extended Term Minimum Rent, Tenant shall promptly pay to Landlord any underpayment of Minimum Rent by Tenant since the beginning of the Renewal Term. In the event of any overpayment of such Minimum Rent by Tenant since the beginning of the Renewal Term, Tenant shall receive a credit against the Minimum Rent next due under this Lease in the amount of such overpayment. (d) Nothing contained herein shall affect Tenant’s obligation to pay Additional Rent under this Lease. In determining the Minimum Rent, the Base Tax Amount and the credit standing Base Operating Factor for the Renewal Term, all relevant factors (whether favorable to Landlord or Tenant), including the amount of Additional Rent then being paid by Tenant to on account of any escalations shall be taken into account; provided. (e) Any termination, howevercancellation or surrender of this Lease shall terminate any right of renewal for the Renewal Term. Neither the option granted to Tenant in this Lease to renew the Term nor the exercise of any such option by Tenant, shall prevent Landlord from exercising any option or right granted or reserved to Landlord in this Lease or that in no event Landlord may otherwise have to terminate this Lease. Any termination of this Lease shall the Prevailing Rental Rate be less than the rental rate in effect during the last year serve to terminate any renewal of the TermTerm and any right of Tenant to any such renewal, whether or not Tenant shall have exercised such option to renew. The Renewal No option granted to Tenant to renew the Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior deemed to the renewal, except that: (a) Basic Rent shall be adjusted give Tenant any further option to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of renew or extend beyond the Renewal Term;. (cf) Tenant This Section (f) shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease apply only to Tenant the Premises in their then-current condition, determination of Minimum Rent for the Renewal Term and Landlord shall not provide be deemed to Tenant apply to any allowances (e.g., moving allowance, construction allowance, and the like) other determination or other tenant inducementsdispute arising out of this Lease. For the purposes of In determining the Prevailing Rental RateMinimum Rent for the Renewal Term by arbitration, the following procedures shall apply: (i) Landlord The party invoking the arbitration procedure shall give Tenant a notice (the "Rent “Arbitration Notice"”) not later than one hundred eighty to the other party, stating that the party sending the Arbitration Notice desires to meet within ten (18010) days prior to attempt to agree on a single arbitrator to determine the matter in dispute (the “Arbitrator”). If Landlord and Tenant have not agreed on the Arbitrator within twenty (20) days after the giving of the Arbitration Notice, then either Landlord or Tenant, on behalf of both, may apply to the commencement local office of the Renewal Term, American Arbitration Association or any organization which Rent Notice shall set forth Landlord's determination is the successor thereof (the “AAA”) for appointment of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant Arbitrator, or, if the AAA shall give Landlord notice ("Tenant's Notice")not then exist or shall fail, refuse or be unable to act such that the Arbitrator is not appointed by the AAA within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiserapplication therefor, then either party may commence apply to the appropriate court having jurisdiction over the matter (the “Court”) for the appointment of the Arbitrator and the other party shall not raise any question as to the Court’s full power and jurisdiction to entertain the application and make the appointment. The date on which the Arbitrator is appointed, by the agreement of the parties, by appointment by the AAA or by appointment by the Court, is referred to herein as the “Appointment Date”. If any Arbitrator appointed hereunder shall be unwilling or unable, for any reason, to serve, or to continue to serve, a legal proceeding to have replacement arbitrator shall be appointed in the Third Appraiser appointedsame manner as the original Arbitrator. (ivii) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice arbitration shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it conducted in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses then prevailing commercial arbitration rules of the Third Appraiser. Any appraiser appointed hereunder AAA, modified as follows: (a) The Arbitrator shall be disinterested and impartial, shall not be affiliated with Landlord or Tenant (and shall not have previously been employed by Landlord or Tenant) and shall be an independent real estate MAI appraiser with at least ten (10) years years’ experience in leasing and valuation the determination of properties which are similar fair market rentals in character to first class office buildings located in the Building. The appraisers shall not have the power to add toborough of Manhattan, modify or change any City of the provisions of this LeaseNew York. (vb) If the final determination of the Prevailing Rental Rate shall not be made on Before hearing any testimony or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rentreceiving any evidence, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess Arbitrator shall be refunded sworn to hear and decide the controversy faithfully and fairly by an officer authorized to administer an oath and a written copy thereof shall be delivered to Landlord to Tenant within ten (10) business days following the final determination of Basic Rentand Tenant. (vic) Within thirty (30) days after the Appointment Date, Landlord and Tenant shall promptly execute an amendment deliver to this Lease evidencing any extension the Arbitrator a copy of their respective written determinations of the Term pursuant to this ExhibitMinimum Rent (each, but no a “Determination”), together with such amendment shall be necessary in order to make affidavits, appraisals, reports and other written evidence relating thereto as the provisions of this Exhibit effectivesubmitting party deems appropriate. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession After the submission of the Premises is terminatedDetermination, (2) Tenant assigns the submitting party may not make any of its interest in this Lease additions to or sublets any portion of deletions from, or otherwise change, the PremisesDetermination or the affidavits, (3) Tenant appraisals, reports and other written evidence delivered therewith. If either party fails to timely exercise so deliver its option under this ExhibitDetermination within such time period, time being of the essence with respect thereto, such party shall be deemed to Tenant's exercise thereof, (4) Landlord determines, in have irrevocably waived its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since right to deliver a Determination and the Date of this Lease, or (5) an Event of Default exists at Arbitrator shall accept the time of exercise Determination of the option or on submitting party. If each party submits a Determination within the date thirty (30) day period described above, the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provideArbitrator shall, at promptly after its sole cost and expense and as its sole and exclusive contribution receipt of the second Determination, deliver a copy of each party’s Determination to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floorother party. (d) Sprinkler system with heads turned upIf the matter in dispute has not been determined pursuant to subparagraph (c) above, then not less than three (3) days nor more than fifteen (15) days after the earlier to occur of (A) the expiration of the thirty (30) day period provided for in subparagraph (c) above, or (B) the Arbitrator’s receipt of both of the Determinations from the parties, THE ARBITRATOR SHALL BE INSTRUCTED, AND SHALL BE EMPOWERED ONLY, TO SELECT AS THE RESOLUTION TO THE DISPUTE THAT ONE OF THE DETERMINATIONS WHICH THE ARBITRATOR BELIEVES IS THE MORE ACCURATE DETERMINATION OF SUCH AMOUNT. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this Lease or either of the Determinations. (e) Base building electrical system The Arbitrator shall render his or her determination as to the selection of a Determination in a signed and emergency lighting acknowledged written instrument which sets forth the rationale for the conclusion reached with respect to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenanciessuch determination, all walls separating the Premises from other tenant space. Landlord original counterparts of which shall be responsible for only one-half (1/2) of any demising wall sent simultaneously to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas within ten (10) days after his or her determination of the Building solely as a result dispute. (iii) Each party shall pay its own fees and expenses relating to the arbitration. Each party shall pay one half (1⁄2) of the Work. Landlord's approval fees and expenses of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review AAA and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asArbitrator.

Renewal Option. Provided no Event Landlord grants to Tenant an option (the "Option") to extend the term of Default exists and this Lease for one (1) additional period of five (5) years (the "Renewal Term") under the terms set forth below. Tenant is occupying shall not be entitled to exercise the entire Premises Option unless each of the following conditions shall be fully satisfied at the time of such electionits exercise: (i) the Lease shall be in full force and effect; (ii) the Tenant originally named in this Lease, or its permitted assignees, shall be in possession of the entire Premises; and (iii) Tenant shall not then be in default under any of the material terms, provisions, covenants or conditions of the Lease beyond any applicable notice and cure periods. In order to exercise the Option, Tenant may renew this Lease for must first give written request to Landlord, not less than twelve (12) months prior to the Renewal Term, by delivering written notice Expiration Date of the exercise thereof to Landlord nine (9) months before the expiration Initial Lease Term for delivery of the TermLandlord's determination of Market Rent, as defined below. The Basic Base Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior equal to the renewalMarket Rent, except that: as determined in accordance with this section (a"Market Rent"). Within thirty (30) Basic days following its receipt of Tenant's request, Landlord shall advise Tenant of Market Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as for each year of the first day respective Renewal Term. Market Rent (including escalations for successive years of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted be determined by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducementsits reasonable judgment. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Market Rent shall be based, as Landlord reasonably deems appropriate, upon then current and projected rents for space in the average Building, adjusted for any special conditions applicable to such space and leases, for location, length of term, amount of space and other factors Landlord deems relevant in computing rents for space in the Building, including adjustments for anticipated inflation. Tenant may exercise its option by notifying Landlord's Second Determination and Tenant's Determination, within 30 days from the date on which Tenant was first advised by Landlord of its determination of Market Rent, that Tenant has elected to exercise the Option at the Market Rent determined by Landlord or proceed as provided below. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%)Tenant exercises the Option as provided, Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures Expiration Date of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) Lease shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent extended for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion length of the Renewal Term were greater than the Basic and Base Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asadjusted to

Renewal Option. Provided no Event If, and only if, on the Expiration Date and the date Tenant notifies Landlord of Default exists and its intention to renew the term of this Lease (as provided below), (i) Tenant is occupying not in default under this Lease, (ii) Tenant then occupies and the entire Premises then consist of at least all the time original Premises and (iii) this Lease is in full force and effect, then Tenant, but not any assignee or subtenant of such electionTenant, Tenant shall have and may exercise an option to renew this Lease for one (1) additional term of five (5) years (the "Renewal Term") upon the same terms and conditions contained in this Lease with the exceptions that (x) this Lease shall not be further available for renewal and (y) the rental for the Renewal Term, by delivering written notice of the exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Renewal Rental Rate", but in no event will the Base Annual Rent be less than the Base Annual Rent for the last twelve (12) at calendar months of the commencement initial term of such extended Termthe Lease. The Renewal Rental Rate is hereby defined to mean the then prevailing rents (including, without limitation, those similar to the Basic Annual Rent and Additional Rent) payable by renewal tenants having a credit standing substantially similar to that of Tenant, for renewals of space properties of equivalent quality, size, utility and locationlocation as the Premises, with including any additions thereto, located within the length of area described below and leased for a renewal term approximately equal to the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Renewal Term. The Renewal Term shall be upon Rental Rate will take into consideration the same terms, covenants and conditions of this Lease as shall be tenant inducements offered in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted transactions considered by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Renewal Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointedTHE TENANT'S OPERATING EXPENSE STOP AND TENANT'S REAL ESTATE TAXES STOP SHALL BE ADJUSTED TO BE THE ACTUAL SUCH EXPENSES FOR THE YEAR THE RENEWAL OCCURS. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event of Default exists and Landlord hereby grants to Tenant is occupying the entire Premises at the time of such electiontwo (2), Tenant may renew five (5) year options to extend this Lease for the (each a “Renewal Term, by delivering written notice of the ”). Tenant must exercise thereof each option to Landlord nine extend not later than twelve (912) months before prior to the expiration of the Terminitial term or extended term hereof by notice in writing to Landlord. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility All terms and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions provisions of this Lease as shall be applicable to each extended term except Base Rent which shall be ninety-five percent (95%) of fair market value (“FMV” or “Fair Market Value”) on the date such extension shall begin. For purposes hereof, the “FMV” or “Fair Market Value” of the Premises shall mean the fair rental value thereof that would be agreed upon between a landlord and a tenant executing a lease with respect to comparable space in effect immediately prior a comparable building located in Lawrence, Massachusetts for a comparable term, with comparable concessions and other incentives being offered in the market at the time and upon all of the other business terms of this Lease assuming the following: (i) the landlord and tenant are well informed and well advised and each is acting in what it considers to be its own best interests; (ii) the rental value shall reflect the condition of the Premises and all residual value of any improvements to the renewalPremises; and (iii) the transaction takes into consideration the Additional Rent to be paid by the Tenant and all applicable brokerage commissions. Landlord shall provide Tenant with its determination of FMV within sixty (60) days after the date that Tenant exercises a Renewal Term. In the event that Tenant disputes the amount claimed by Landlord as Fair Market Value pursuant to this Section 34 and such dispute cannot be resolved by mutual agreement, except thatTenant shall have the right to submit the dispute to the appraisal process hereinafter set forth. The amount of Fair Market Value determined pursuant to such appraisal process shall be final and binding between the parties. The appraisal process shall be conducted as follows: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord make demand for appraisal in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), writing within thirty (30) business days after delivery service of Landlord’s determination of Fair Market Value given under this Section 34 specifying therein the name and address of the Rent Notice, stating whether Tenant accepts or disputes person to act as the Landlord's Determination or whether Tenant desires to terminate its exercise appraiser on Tenant’s behalf. The appraiser shall be a real estate appraiser with at least ten years’ experience in the field and a qualified member of the Renewal OptionAmerican Institute of Real Estate Appraisers, or any successor of such Institute (or if such organization or successor shall not longer be in existence, a recognized national association or institute of land appraisers) familiar with the fair market rent of comparable space to the Premises in Lawrence, Massachusetts. If Tenant's Notice accepts Landlord's Determination or Failure on the part of Tenant fails or refuses to give Tenant's Notice, Tenant make a timely and proper demand for such appraisal shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination constitute a waiver of the Prevailing Rental Rate right thereto. Within ten ("Tenant's Determination"10) as determined by an independent real estate appraiser; (iii) business days after the service of the demand for appraisal, Landlord shall give notice to Tenant, specifying the name and address of the person designated by Landlord to act as appraiser on its behalf who shall be similarly qualified. If Landlord fails to notify Tenant notice of the appointment of its appraiser within or by the time above specified, Landlord’s failure to do so shall constitute a waiver of the right thereto and Tenant’s appraiser shall determine the Fair Market Value. ("Landlord's Notice")b) In the event that two appraisers are chosen pursuant to paragraph (a) above, the appraisers so chosen shall meet within ten (10) business days after the second appraiser is appointed and, if within ten (10) business days after such first meeting the two appraisers shall be unable to agree upon a determination of Fair Market Value, they shall appoint a third appraiser, who shall be a competent and impartial person with the same minimum qualifications and experience as is required of the first two appraisers. The three appraisers shall decide the dispute, if it has not previously been resolved, by following the procedure set forth below: Where the issue cannot be resolved by agreement of the two appraisers selected by Landlord and Tenant or settlement between the parties during the course of the appraisal process, the issue shall be resolved by the three appraisers in accordance with the following procedure. Within twenty (20) days after delivery of Tenant's Determinationthe third appraiser has been selected, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord each appraiser shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's state in writing such appraiser’s determination of the Prevailing Rental Rate ("Landlord's Second Determination")Fair Market Value, as determined supported by an independent real estate appraiserthe reasons therefore, with counterpart copies to each party. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent The appraisers shall arrange for a simultaneous exchange of such proposed determinations. The Fair Market Value shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointedthree appraisals. (ivc) The Third Appraiser All such determinations of Fair Market Value shall conduct such hearings be final and investigations as he may deem appropriate binding upon the parties. Landlord and shallTenant shall each pay for the fees and disbursements of any appraiser appointed by it and shall share equally in the fees and expenses of any third appraiser. In the event that Tenant exercises its option for the first Renewal Term, Landlord shall have the right, within thirty (30) days after the date of designation of the Third AppraiserTenant’s renewal election notice, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any Premises and the Building remeasured by its architect based on the then current BOMA standards. Landlord shall provide Tenant with its calculation of RSF for the provisions of this Lease. (v) If Premises and Building for the final determination of the Prevailing Rental Rate shall not be made entire Renewal Term on or before the first expiration of such thirty (30) day of period (failing which, the Renewal Term, pending such final determination, Tenant existing RSF for the Premises and Building shall continue to pay, as the Basic Rent remain in place for the Renewal Term). If Tenant reasonably determines that such new measurement is in excess of the actual RSF, an amount equal to Landlord's Determination (or, if Landlord it shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition thirty (30) days after its receipt of same to all Additional Rent payable under revoke its election to exercise the terms of this Lease. If, based upon the final determination hereunder of the Basic Rentfirst Renewal Term (and if Tenant fails to give such notice, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable new measurements shall govern for the Renewal Term). To the extent that Tenant exercises a Renewal Term, the amount definition of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorssuch Renewal Term. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. (a) Provided that no Event of Default exists (as defined in Section 22) has occurred and Tenant is occupying the entire Premises at the time of such electionthen continuing, Tenant may renew shall have the right and option to extend the Primary Term of this Lease for one (1) additional period of five (5) years (the "Renewal Term") in accordance with this Section 3.1. The option for the Renewal Term may be exercised by Tenant by written notice given to Landlord not less than six (6) months prior to the end of the Primary Term. Subject to the terms of subsection (b) of this Section 3.1, all of the terms and provisions of this Lease shall govern and be applicable to the Renewal Term: (except that (i) the one (1) month of rent-free occupancy immediately after the Lease Commencement Date shall not be applicable, and (ii) Landlord shall have no obligation to construct any improvements or grant any rental abatement, allowances or other concessions of any nature granted for the Primary Term), if Tenant timely exercises its right to extend the Term in accordance with this subsection (a). (b) Tenant shall pay to Landlord as Annual Base Rent during the Renewal Term, by delivering written notice in lawful money of the exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") United States commencing at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination a per annum sum equal to ninety-five percent (95%) of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery product obtained by multiplying the square footage of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, Demised Premises times an amount equal to Landlord's Determination the "Prevailing Market Rate" (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall as defined and calculated in all events be the manner set forth in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment Exhibit C attached to this Lease evidencing and incorporated herein by reference), provided that Annual Base Rent during any extension such Renewal Term shall in no event be less than 68.4 cents per square foot of the Term pursuant Demised Premises per month; the Monthly Base Rent Installments will be an amount equal to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if one-twelfth (11/12th) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsper annum sum established above. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event If Tenant is not then in default of Default exists its obligations under this Lease and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for the Renewal Termtwo (2) additional periods of five (5) years each, by delivering written notice of the exercise thereof to Landlord nine not later than one hundred twenty (9120) months days before the expiration of the Termterm. The Basic Rent monthly rent installment payable for each month during such extended Term term shall be the lesser of (i) the prevailing rental rate (the "“Prevailing Rental Rate") ”), at the commencement of such extended Termterm, for renewals of space in the Building, of equivalent quality, size, utility and location, with the length of the extended Term term and the credit standing of Tenant to be taken into account, or (ii) (A) for the first renewal period, $15.46 per square foot; providedor (b) for the second renewal period, however, that in no event shall the Prevailing Rental Rate be less than the rental rate price per square foot in effect during the last final year of the Term. The Renewal Term shall be upon first renewal period plus 2% (in each case, the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing “Carryover Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements”). For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within Within thirty (30) days after receipt of Tenant's Notice’s notice to renew, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and shall advise Tenant of the required adjustment to the monthly rent installment, if any, and the other terms and conditions offered. Tenant shall, within ten (10) days after receipt of Landlord's ’s notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiserRate. If Tenant timely notifies Landlord that Tenant accepts Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final ’s determination of the Prevailing Rental Rate shall not be made Rate, then, on or before the first day commencement date of the Renewal Termextended term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of extending the Term pursuant to this Exhibit, but no such amendment shall be necessary on the same terms provided in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and except as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following itemsfollows: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event A. Tenant shall have the right to extend the Lease Term as to all space then leased for one (1) additional period of Default exists and Tenant is occupying five (5) years (the entire Premises at the time of such election, Tenant may renew this Lease for the "Renewal Term"), by delivering written if: 1. Landlord receives notice of the exercise thereof ("Non-Binding Renewal Notice") not less than twelve (12) full calendar months prior to Landlord nine (9) months before the expiration of the Extended Lease Term and Binding Renewal Notice (hereinafter defined) not less than ten (10) full calendar months prior to the expiration of the Extended Lease Term; and 2. Tenant is not in default under the Lease at the time that Tenant delivers its Non-Binding Renewal Notice and Binding Renewal Notice; and 3. No part of the Premises is sublet to any party other than Railcar, Ltd. at the time that Tenant delivers its Non-Binding Renewal Notice and Binding Renewal Notice; and 4. The Basic Rent payable Lease has not been assigned to any party other than Railcar, Ltd. pursuant to an assignment requiring Landlord's consent under the Lease on the date that Tenant delivers its Non-Binding Renewal Notice and on the date Tenant delivers its Binding Renewal Notice; and 5. Tenant executes and returns the Renewal Amendment (hereinafter defined) within fifteen (15) days after its submission to Tenant. B. The Initial Base Rental rate per rentable square foot for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect Premises during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to equal the Prevailing Market Rate (hereinafter defined) per rentable square foot. C. Tenant shall pay Additional Base Rental Rate; (bi.e. Basic Costs) Landlord will establish a new Expense Estimate which shall be effective as for the Premises during the Renewal Term in accordance with Exhibit B-2 of the first day of the Renewal Term;Lease, as amended by paragraph V above. (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, D. Tenant shall be deemed entitled to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination no less than two (2) unassigned parking spaces per 1,000 useable square feet of office space leased during the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser;Renewal Term at the then current market rate for said spaces. (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within E. Within thirty (30) days after receipt of Tenant's Non-Binding Renewal Notice, Landlord shall advise Tenant of the applicable Base Rental rate for the Premises for the Renewal Term. If Tenant desires to lease the Premises for the Renewal Term at such rate, Tenant shall give Landlord final binding written notice ("Binding Renewal Notice") no later than ten (10) months prior to the expiration of the Extended Term (the "Notification Deadline"). If Tenant disagrees with Landlord's determination of the Prevailing applicable Base Rental Rate ("Landlord's Second Determination")rate, as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date on which Landlord advises Tenant of designation such rate, shall provide Landlord with a written notice of rejection (the Third Appraiser"Rejection Notice"). If Tenant fails to provide Landlord with either a Binding Renewal Notice or a Rejection Notice by the Notification Deadline, choose either Landlord's Second Determination or Tenant's Determination, and such choice Renewal Option shall be conclusive null and binding upon void and of no further force and effect. If Tenant provides Landlord with a Binding Renewal Notice, Landlord and TenantTenant shall enter into the Renewal Amendment upon the terms and conditions set forth therein. Each party If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall pay its own counsel fees work together in good faith to agree upon the Prevailing Market Rate for the Premises during the Renewal Term. Upon agreement Tenant shall provide Landlord with a Binding Renewal Notice and expenses in connection with any arbitration hereunder, including Landlord and Tenant shall enter into the expenses and fees of any appraiser selected by it Renewal Amendment in accordance with the terms hereofand conditions thereof. F. If Tenant is entitled to and properly exercises its Renewal Option, Landlord shall prepare an amendment (the "Renewal Amendment") to reflect changes in the Base Rental, Lease Term, Termination Date and other appropriate terms. The unsuccessful party Renewal Amendment shall bear the costs and expenses be: 1. Sent to Tenant within a reasonable time after receipt of the Third AppraiserBinding Renewal Notice; and 2. Any appraiser appointed Executed by Tenant and returned to Landlord in accordance with paragraph A.5 above. G. For purposes hereof, "Prevailing Market Rate" shall mean the arms length fair market annual rental rate per rentable square foot for renewal leases and amendments entered into on or about the date on which the Prevailing Market Rate is being determined hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character for space comparable to the BuildingPremises, in the Building and office buildings comparable to the Building in the Midtown Atlanta market. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Market Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under take into account any material economic differences between the terms of this LeaseLease and any comparable lease, such as rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final The determination of Basic Rent. (vi) Landlord and Tenant Prevailing Market Rate shall promptly execute an amendment to this Lease evidencing also take into consideration any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All reasonably anticipated changes in the Work must receive Prevailing Market Rate from the prior written approval of Landlord time such Prevailing Market Rate is being determined and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any time such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asPrevailing Market Rate will become effective under this Lease.

Renewal Option. Provided no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease As additional consideration for the Renewal covenants of Tenant hereunder, Landlord hereby grants to Tenant an option (the “Option”) to extend the New Premises Lease Term for an additional term of five (5) years (the “Option Term, by delivering written ”). The Option shall supersede any renewal options contained in the Original Lease. The Option shall apply only to the original space leased hereunder and shall be on the following terms and conditions: (a) Written notice of Tenant’s interest in exercising the exercise thereof Option shall be given to Landlord no earlier than twelve (12) months and no later than nine (9) months before prior to the expiration of the New Premises Lease Term. The Basic Rent payable for each month during such extended Term If Tenant timely exercises the Option, the Lease shall be deemed extended and thereafter the prevailing rental rate (parties shall execute an amendment to the "Prevailing Rental Rate") at Lease setting forth the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length terms of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. extension. (b) The Renewal Term Option granted hereunder shall be upon the same terms, covenants terms and conditions of this contained in the Lease as except that monthly fixed rent shall be in effect immediately prior the fixed rent which Landlord would quote to third parties for space comparable to the renewal, except that: (a) Basic Rent shall be adjusted New Premises if it were to become available for leasing for a lease term scheduled to commence at the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as time of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of Option Term (the Prevailing Rental “Market Rate”). The Market Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice")may include escalations and pass-throughs. Notwithstanding anything to the contrary contained herein, within thirty (30) days after delivery Tenant exercises the Option, Landlord shall provide Tenant with notice of the Rent Notice, stating whether Tenant accepts or disputes the Market Rate as determined by Landlord pursuant to this Subparagraph (7)(b). Within ten (10) business days after receipt of Landlord's Determination or whether Tenant desires to terminate its exercise ’s determination of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's NoticeMarket Rate, Tenant shall be deemed have the right to have accepted dispute said determination upon written notice to Landlord's Determination. If Tenant's Notice In the event Tenant timely disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice’s determination, Landlord and Tenant shall be deemed attempt to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, resolve such dispute within thirty (30) days after receipt Tenant provides written notice of Tenant's Notice, Landlord's determination of such dispute. In the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination event Landlord and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply are unable to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct resolve such hearings and investigations as he may deem appropriate and shall, dispute within said thirty (30) days after the date of designation of the Third Appraiserday period, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development remedy, shall either: (i) accept Landlord’s determination of the PremisesMarket Rate; (ii) proceed to an arbitration procedure as outlined below, or (iii) elect to waive its exercise of the Landlord's Work, which Option and the Original Lease shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition terminate on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of LandlordTermination Date. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Section 31.1 Provided no Event of Default exists and Tenant is occupying not in a Monetary Default under this Lease (subsequent to any required notice and the entire Premises expiration of any cure period), and has not assigned its interest in this Lease or sublet the Demised Premises, or any part thereof (other than to a Permitted Transferee) at the time of such electionthe exercise of the within option and as of the effective date of the renewal, Tenant may renew shall (provided that this Lease shall not have been theretofore earlier terminated) have one (1) option (the “ Renewal Option”) to extend the term of this Lease for a five (5) year renewal period (the “ Renewal Term”) upon the terms and conditions set forth herein. (a) The Renewal Term shall commence on the expiration of the last lease year of the term of the Lease and shall expire on the fifth (5th ) anniversary ther eof (the “ Renewal Expiration Date” ), or such earlier date upon which this Lease may be terminated as herein provided. (b) The Renewal Option may be exercised only by delivering Tenant giving Landlord written notice (the “ Renewal Notice” ) of the such exercise thereof to Landlord at least nine (9) months before prior to the expiration date of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length last lease year of the extended Term and term of the credit standing of Tenant to be taken into account; Lease, provided, however, that the Renewal Notice shall be validly and effectively given only if, on the date that Tenant shall exercise the Renewal Option (the “ Exercise Date” ) the requirements of Section 31.1 have been satisfied. TIME SHALL BE OF THE ESSENCE with respect to the giving of the Renewal Notice by Tenant to Landlord. (c) Notwithstanding anything to the contrary contained in this Section 31.2, if, on the comm encement of the Renewal Term, there shall be an uncured monetary default by Tenant beyond any applicable notice and cure period, then Landlord, in Landlord’ s sole and absolute discretion, may elect, by written notice to Tenant, to void Tenant’ s exercise of the Renewal Option, in which case Tenant’ s exercise of the Renewal Option shall be of no event force or effect and this Lease shall terminate on the Prevailing Rental Rate be less than the rental rate in effect during the last day of last year of the Term. The term of the Lease, unless sooner canceled or terminated pursuant to the provisions of this Lease or by law. (d) If Tenant shall validly exercise the Renewal Option in accordance with the provisions of this Section 31.2, then this Lease shall be extended for the Renewal Term shall be upon all of the same terms, covenants and conditions contained in this Lease other than for any provisions relating to Landlord’ s obligation to do any construction or other work in the Demised Premises prior to the Commencement Date or to give an allowance for any such construction or other work in the Demised Premise s prior to the Commencement Date, and the update in the Base Tax Year for purposes of determining Additional Rent, except that during the Renewal Term, (i) the annual Basic Rent for the first year of the Renewal Term shall reflect the then fair market val ue of the Demised Premises taking into consideration similar spaces in comparable buildings in the region and as determined in accordance with Section 31.3 and (ii) from and after the Exercise Date but subject to the provisions of Section 31.2(c) all refer ences in this Lease to the expiration or termination of this Lease as shall be in effect immediately prior deemed to refer to the renewal, except that:last date of the Renewal Term and all references in this Lease to the “term” shall be deemed to include the Renewal Term. (a) Section 31.3 The in itial determination of Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted made by Landlord in writing; and (d) Landlord shall lease pursuant to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent “ FMV Notice"” ) not to Tenant no earlier than two hundred seventy (270) days and no later than one hundred eighty (180) days prior to the commencement of the Renewal Term. Such determination shall be binding unless Landlord shall receive a notice from Tenant (the “ FMV Objection Notice” ) objecting to Landlord’ s determination and providing Tenant’ s determination, which within 30 days after Landlord shall have given Tenant the FMV Notice. If Landlord and Tenant fail to agree upon the Basic Rent Notice shall set forth for the Renewal Term within 15 days from Landlord's determination ’ s receipt of the Prevailing Rental Rate ("Landlord's Determination"); (ii) FMV Objection Notice, then Landlord and Tenant shall each give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery to the other setting forth the name of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate a disinterested and i ndependent appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or lesseither party shall fail to give such a designation of an appraiser within 10 days of the expiration of such 15-day period, then the first appraiser shall make the determination alone. If both parties properly designate the name o f an appraiser, the appraisers shall then have 20 days to confer with each other and attempt to reach an agreement as to the Basic Rent shall be the average of Landlord's Second Determination and Tenant's DeterminationRent. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant the two appraisers shall apply concur as to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal such determination shall be final and binding on Landlord and Tenant. If the two appraisers fail to Landlord's Determination (oragree within said 20-day period, if then they shall designate a third disinterested and independent appraiser. The decision of such third appraiser shall be final and binding o n Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition and Tenant. Section 31.4 TIME SHALL BE OF THE ESSENCE with regard to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion Tenant’ s delivery of the Renewal Term were greater than the Basic Rent payable Notice for the Renewal Term. If Tenant shall fail to deliver to Landlord the Renewal Notice exactly as and when required under t his Article, the amount of such excess Renewal Option shall be refunded by Landlord to Tenant within ten (10) business days following terminate immediately and shall have no further force or effect. The parties acknowledge that they have fully negotiated the final determination of Basic Rent. (vi) Landlord terms and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effectiveArticle. Tenant acknowledges and agrees that Landlord has gran txx Tenant the Renewal Option in consideration for Tenant's rights under this Exhibit ’ s agreement that the same shall be strictly construed and enforced and that in the event the Renewal Option shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibitprovided above, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation entitled to any grace, notice or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes ascu re periods otherwise provided under this Lease.

Renewal Option. Provided no Event Tenant shall have one (1) option (hereinafter referred to as the "Renewal Option") to extend the Term of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for all of the Premises as of the expiration of the Second Extended Term, for an additional period of five (5) years (hereinafter referred to as the "Renewal Term"), by delivering upon the following terms and conditions: (a) Tenant gives Landlord written notice of its exercise of the exercise thereof to Landlord Renewal Option at least nine (9) months before prior to the expiration of the Second Extended Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate;. (b) Landlord will establish a new Expense Estimate which shall be effective as of Tenant is not in default under this Lease either on the first day of date Tenant delivers the Renewal Term; notice required under (ca) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant above or at any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days time thereafter prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination . (c) All of the Prevailing Rental Rate terms and provisions of this Lease (except this paragraph 14 and except as otherwise provided in this Second Lease Amendment) shall be applicable to the Renewal Term, except that Annual Base Rent for the Renewal Term shall be equal to the Fair Value (as hereinafter defined). For purposes of this Lease, the "Landlord's Determination"); Fair Value" shall mean an annual amount per rentable square foot for a term equivalent to the period for which Fair Value is being determined beginning with the first (ii1st) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery day of the Rent Noticesubject period that a willing, stating whether creditworthy, new non-equity tenant leasing comparable space would pay and a willing, comparable landlord of comparable space in the Chicago, Illinois/River North Area (hereinafter referred to as the "Market") would accept at arm's length, giving appropriate consideration to generally applicable terms and conditions prevailing for such comparable space. Should Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate notify Landlord of its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt notify Tenant of Tenant's Notice, Landlord's determination of Fair Value not later than ten (10) months prior to the Prevailing Rental Rate expiration of the Second Extended Term. Should Tenant not object in writing to the determination of Fair Value made by Landlord within fourteen days of receipt thereof, the determination of Fair Value made by Landlord shall be binding on the parties. Should Tenant object in writing to the determination made by Landlord within said fourteen ("Landlord's Second Determination")14) day period, as Fair Value shall be determined by an independent real estate appraiser mutually agreed upon by the parties hereto, it being further agreed that each of the parties shall pay one-half of the fees of such appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ; provided, however, that if the parties cannot agree upon an appraiser within ten percent (10%) or less, days following the Basic Rent shall be date on which Tenant objects to the average determination of Fair Value by the Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty seven (307) days after the date expiration of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least said ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any day period advise Tenant of the provisions names of this Lease. three (v3) If appraisers acceptable to Landlord. Tenant shall within five (5) days of receipt of such list of appraisers choose one of such appraisers who shall be engaged to determine the final determination Fair Value as described herein, it being further agreed that each of the Prevailing Rental Rate parties shall not be made on or before the first day pay one-half of the fees of such appraiser. In the event that Fair Value has not been determined by the date on which the Renewal Term, pending such final determinationTerm commences, Tenant shall continue to pay, as pay Annual Base Rent in the Basic Rent for amount payable immediately prior to the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion commencement of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, and the amount of such excess any difference between that amount and the Fair Value for that part of the Renewal Term for which Annual Base Rent was paid at the former rate shall be paid by or refunded by Landlord to Tenant within ten (10) business days promptly following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment applicable new rate based on Fair Value. Any appraiser selected hereunder shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if a real estate broker who has at least seven (17) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter years experience leasing comparable properties in the first (1st) floor electric closetMarket. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided that on the date of the Renewal Notice (as herein defined) or as of the last day of the then current Lease Term, no Event of Default exists monetary or material non-monetary default by Tenant has occurred under the Lease and Tenant is occupying the entire Premises at the time of such electioncontinuing after any applicable notice is given and any applicable cure period has expired, Tenant may renew this shall have the option of further extending the Lease Term (the "Option to Renew") for the up to two (2) additional consecutive renewal terms (each, a "Renewal Term") of sixty (60) months each, subject to and in accordance with the following terms and conditions: (i) Tenant shall exercise each Option to Renew by delivering giving Landlord written notice (the "Renewal Notice") of Tenant’s exercise of the exercise thereof Option to Landlord Renew no earlier than eighteen (18) months and no later than nine (9) months before prior to the expiration of the then current Lease Term. The Basic ; (ii) the applicable Renewal Term, if any, shall commence on the day immediately following the last day of the then current Lease Term; (iii) the Base Rent payable for each month during such extended rate applicable to the Renewal Term shall be equal to 95% of the prevailing rental rate then Fair Market Rate (as herein defined) for the "Prevailing Rental Rate"then Premises as determined pursuant hereto; and (iv) at if Tenant does not timely exercise the commencement of such extended Option to Renew for a Renewal Term, then all of Tenant’s rights to renew or extend the Lease Term shall automatically terminate and be null and void and of no further force or effect. As used herein, the term "Fair Market Rate" means the amount per rentable square foot of the then Premises that a willing, comparable renewal tenant would pay and a willing, comparable landlord would accept in an arm's length transaction, for renewals delivery on or about the expiration of the then current Lease Term for comparable renewal, non-expansion space in the Building and in other comparable buildings located in the Dallas North Tollway submarket of equivalent qualityDallas, Texas, similarly improved, and taking into account the location, size, utility quality and location, with the length age of the extended Term and the credit standing of Tenant respective buildings, any allowances to be taken provided (such as construction allowances, moving allowances, tenant finish allowances, rent credits, etc. – it being understood that the parties have agreed that Tenant shall be entitled to an actual tenant improvement allowance determined as a component of Fair Market Rent, as opposed to simply taking into account; providedconsideration the value of such an allowance and also that Landlord and Tenant have agreed that any tenant improvements in the Premises which were paid for and installed by Tenant shall not be included in the consideration of Fair Market Rent), howeverrent abatements, that in and other rent concessions and occupancy cost comparisons and taking into account the other terms and provisions hereof and any other relevant considerations. In no event shall the Prevailing Rental Fair Market Rate be less than impute a value upon leasehold improvements or fixtures installed by Tenant at its expense. Landlord shall have the rental rate in effect during obligation to determine the last year of the Term. The Renewal Term shall be upon the same terms, covenants Fair Market Rate and other terms and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) and to notify Tenant shall give Landlord notice ("Tenant's Notice")thereof, within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise ’s receipt of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Option Rent Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Tenant does not accept Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, ’s determination of 95% of the Fair Market Rate of the Renewal Term within thirty (30) days after Tenant’s receipt of Landlord’s Option Rent Notice, or if Landlord fails to timely provide its Option Rent Notice, then Tenant may either (a) retract the Renewal Notice, whereupon Tenant's Noticeright to exercise the Option to Renew hereunder shall automatically terminate and be null and void and of no further force or effect, Landlord's determination and the Lease shall automatically expire on the expiration of the Prevailing Rental then current Lease Term; or (b) notify Landlord in writing of Tenant’s appointment of a licensed real estate agent who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of office space in Comparable Buildings (an "Expert") and the identity and contact information of such Expert. Upon receipt of written notice from Tenant of the appointment, identity and contact information of an Expert, Landlord shall, within fifteen (15) days thereafter, appoint its own Expert and furnish Tenant with the identity and contact information of such Expert. The instructions of the two (2) Experts appointed by the parties hereunder shall be to agree to a value of 95% of Fair Market Rate ("Landlord's Second Determination"), as based on the criteria contained in this Paragraph 2. If the value of 95% of Fair Market Rate determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten one Expert is within five percent (105%) or lessof the value of 95% of Fair Market Rate determined by the other Expert, then the Basic Rent average of the two values of 95% of Fair Market Rates shall be the average value of Landlord's Second Determination and Tenant's Determination95% of Fair Market Rate hereunder. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%)However, Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association two (or any successor organization2) shall be Experts are unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant agree within ten (10) business days following on the final determination value of Basic Rent. 95% of Fair Market Rate, and the value of 95% of Fair Market Rate determined by one Expert is more than five percent (vi5%) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibitvalue of 95% of Fair Market Rate determined by the other Expert, but no such amendment shall be necessary in order to make then the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, two (2) Tenant assigns any of its interest in this Lease or sublets any portion of Experts will jointly appoint a third Expert (meeting the Premisesqualifications above), (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord who shall provide, at its sole cost and expense and as its sole and exclusive contribution be subject to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant. If the two (2) Experts jointly appoint a third Expert who is not approved in writing by either or both of Landlord and Tenant, then the two (2) Experts shall continue to jointly appoint a third Expert until Landlord and Tenant (which approval both approve such third Expert and Tenant shall not be unreasonably withheldpermitted to extend the then Expiration Date of this Lease by one day for each day of delay, conditioned or delayed) and in at the event of any such approved change Tenant shall, upon completion same Base Rent as is payable for the last month of the Workthen current Term). The value of 95% of Fair Market Rate will thereupon be determined by the third Expert based on the criteria contained in this Paragraph 2 and such determination shall be conclusive and binding on Landlord and Tenant unless it is higher than the higher of the first two (2) determinations, furnish in which case, the middle of the three (3) determinations will control for all purposes. If Tenant is not willing to accept the value of 95% of Fair Market Rental determined in accordance with the foregoing determination process, then Tenant shall have the right, exercisable by giving Landlord written notice no later than ten (10) business days after the conclusion of the determination process and reimbursing to Landlord all of Landlord’s commercially reasonable out-of-pocket costs of the determination not to exceed $10,000.00, to retract the Renewal Notice, whereupon Tenant's right to exercise the Option to Renew hereunder shall automatically terminate and be null and void and of no further force or effect, and this Lease shall automatically expire at the end of the then current Lease Term (as the same may have been extended as set forth above). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PARAGRAPH 2, (1) Tenant's rights pursuant to this Paragraph 2 are personal to Tenant and non-transferable except pursuant to an assignment in accordance with an accurate, reproducible "as-built" plan the provisions of the Lease to a permitted transferee pursuant to a permitted disposition as set forth in Section 16.5 of the Lease or other assignee receiving assignment of all of Tenant’s interest in and under the changes asLease and assuming all of Tenant’s obligations accruing under the Lease from and after the date of such assignment; (2) Tenant’s rights pursuant to this Paragraph 2 shall automatically terminate if Tenant fails to timely deliver the Renewal Notice to Landlord; and (3) Tenant’s rights pursuant to this Paragraph 2 shall automatically terminate if, on the date Tenant delivers an Renewal Notice to Landlord or as of the last day of the then current Lease Term, a monetary or material non-monetary default by Tenant has occurred under the Lease and is continuing after any applicable notice was given and any applicable grace or cure period has expired.

Renewal Option. Provided Tenant shall have the option to extend the Term of the Lease for all of the then leased Premises for two (2) additional periods of five (5) years each (each, a “Renewal Option”), under and subject to the following terms and conditions: (a) Each renewal term (each, a “Renewal Term”) shall be for a five (5)-year period commencing on the day immediately following the expiration of the initial Term of the Lease or the prior Renewal Term and expiring on the day immediately preceding the fifth (5th) anniversary thereof. Tenant must exercise the Renewal Option, if at all, by written notice to Landlord delivered at least three hundred sixty-five (365) days prior to the expiration date of the initial Term of this Lease or the prior Renewal Term, time being of the essence. (b) As a condition to Tenant’s exercise of the Renewal Option, at the time Tenant delivers its notice of election to exercise the Renewal Option to Landlord, there shall be no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for shall be in full force and effect. (c) In the event Tenant shall timely exercise a Renewal TermOption, by delivering written notice the terms and conditions of this Lease shall be applicable to the exercise thereof to Landlord nine (9) months before the expiration additional period of the Term. The Basic this Lease, except that Annual Base Rent payable for each month during such extended a Renewal Term shall be the prevailing rental rate Market Rate (the "Prevailing Rental Rate") at the commencement of such extended Termdefined below), for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that but in no event shall the Prevailing Rental Rate be less than the rental rate in effect during Annual Base Rent for the last year of the Terminitial Term or prior Renewal Term plus three percent (3%), with annual escalations of no less than three percent (3%). The Renewal Term “Market Rate” shall be upon reasonably determined by Landlord by reference to Class A manufacturing and warehouse spaces with ancillary office space of comparable size, location, and condition with ESFR systems in the same termsGreenville, covenants South Carolina, Spartanburg, South Carolina and conditions other upstate South Carolina areas (the “Submarket”). In any determination of this Lease as the Market Rate appropriate consideration shall be in effect immediately prior given to the renewalannual rental rates per rentable square foot, except that: (a) Basic Rent shall be adjusted the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as type of escalation clause implemented, the extent of the first day tenant’s liability under the lease, brokerage commissions, abatement provisions reflecting free rent and/or no rent during the period of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior subsequent to the commencement date as to the space in question, parking considerations, length of the Renewal Termlease term, which Rent Notice shall set forth credit guarantees, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, or any other tenant concessions and other generally applicable conditions of tenancy. In the event that Tenant disagrees with Landlord's ’s determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Market Rate, Tenant shall give so notify Landlord within fifteen (15) business days after receipt of Landlord’s determination, which initial Landlord determination shall be given via notice ("Tenant's Notice"), within to Tenant no later than thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its Tenant’s exercise of the a Renewal Option. If Tenant's Notice accepts , Within ten (10) business days after Landlord's Determination or Tenant fails or refuses to give Tenant's Notice’s receipt of such notification, each of Landlord and Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent appoint a licensed real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with broker who has at least ten (10) years of experience as a broker in leasing the Submarket and valuation shall notify the other of properties which are similar in character such appointment. If either party fails to timely appoint such a broker, then such party shall be deemed to have waived its right to appoint a broker and the Buildingdetermination by the other party’s broker shall control. If both parties appoint such a broker, then within fifteen (15) days the two brokers shall together appoint a third licensed broker who also meets such criteria. Within an additional fifteen (15) days, the brokers so chosen by the parties and the third broker shall determine their respective proposed fair market rental values, using the standard set forth above. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Market Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of Premises during the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension mean of the Term pursuant to this Exhibittwo closest rental rate determinations. Each party shall pay all costs, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession fees and expenses of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion broker selected by it and the parties shall equally share the cost of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsthird broker. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event that on the Renewal Exercise Date (as hereinafter defined) and on the commencement of Default exists the Renewal Term (as hereinafter defined), (i) Subtenant shall not then be in monetary or material non-monetary default under this Sublease beyond any applicable notice and Tenant cure period (and if such a default exists, then as soon as such default is occupying cured), and (ii) intentionally omitted ((i)–(ii), collectively, the “Renewal Conditions”), Subtenant shall have the one-time right (the “Renewal Option”) to extend the term of this Sublease for the entire Premises at through October 30, 2039 (the time of such election, Tenant may renew this Lease for the “Renewal Term”), by delivering written notice of the exercise thereof to Landlord nine (9) months before commence at the expiration of the initial Term. The Basic Rent payable for each month during such extended Subtenant may exercise the Renewal Option on or before the date that is 12 months prior to the Expiration Date of the Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement “Renewal Exercise Date”), only by giving to Sublandlord irrevocable notice of such extended Term, for renewals of space of equivalent quality, size, utility and location, with exercise (the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. “Renewal Notice”). (a) The Renewal Term shall be upon all of the same terms, covenants terms and conditions of set forth in this Lease as shall be in effect immediately prior to the renewalSublease, except that: that (ai) Basic the Fixed Rent shall be adjusted as determined pursuant to the Prevailing Rental Rate; further provisions of this Section; (bii) Landlord will establish a new Expense Estimate which Sublandlord shall not be effective as required to perform alterations, work or repairs on behalf of the first day of the Renewal Term; (c) Tenant Subtenant or contribute any sums toward same, and Subtenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant accept the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to its “as is” condition on the commencement of the Renewal Term; (iii) Subtenant shall have no option to renew this Sublease beyond the expiration of the Renewal Term; and (iv) all references in this Sublease to the Expiration Date shall be deemed to mean the last day of the Renewal Term. (b) The Rent for the Premises for the Renewal Term shall be the Fair Market Rent (as hereinafter defined). “Fair Market Rent” means the rental rate that a willing sublessee would pay and a willing sublessor would accept for the subleased Premises during the Renewal Term during the balance of the Term (as applicable), which each party acting prudently and under no compulsion to sublease, and taking into account all relevant factors. If Subtenant timely and validly exercises the Renewal Option, Sublandlord shall notify Subtenant at least 120 days before the last day of the initial Term of Sublandlord’s determination of the Fair Market Rent Notice (“Sublandlord’s Determination”). Subtenant shall notify Sublandlord, within 20 days after Subtenant’s receipt of Sublandlord’s Determination, whether Subtenant accepts or disputes Sublandlord’s Determination, and if Subtenant disputes Sublandlord’s Determination, Subtenant’s notice shall set forth Landlord's Subtenant’s determination of the Prevailing Rental Rate Fair Market Rent ("Landlord's “Subtenant’s Determination"”); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Subtenant fails to accept or dispute Xxxxxxxxxxx’s Determination within such 20-day period, or Tenant if Subtenant disputes Sublandlord’s determination within such 20-day period but fails or refuses to give Tenant's Noticeset forth therein Subtenant’s Determination, Tenant then Subtenant shall be deemed to have accepted Landlord's Sublandlord’s Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event Tenant shall have the option ("Renewal Option") to renew the Initial Term for all of Default exists and Tenant is occupying the entire Premises at as of the time expiration date of such electionthe Initial Term, Tenant may renew this Lease for the one (1) additional period of five (5) years ("Renewal Term, by delivering ") upon the following terms and conditions: A. Tenant gives Landlord written notice of the its exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term;Option prior to April 30, 2005. (c) B. Tenant shall have no further renewal option unless expressly granted by Landlord is not in writing; and (d) Landlord shall lease to default under this Lease either on the date Tenant delivers the Premises in their then-current condition, and Landlord shall not provide to Tenant notice required under subparagraph 34.1A. above or at any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days time thereafter prior to the commencement of the Renewal Term so exercised. C. Landlord shall be provided with evidence satisfactory to it of Tenant's compliance with the terms and conditions of Article XXXII hereof. D. All of the terms and provisions of this Lease (except this Article XXXIV) shall be applicable to the Renewal Term, which except that Base Rent Notice for the Renewal Term shall set forth be determined as follows. Upon receipt of a notice from Tenant exercising the Renewal Option Landlord shall promptly advise Tenant of Landlord's determination of the Prevailing Rental Rate Fair Value ("Landlord's Determination"as hereinafter defined); (ii) . Landlord and Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery thereafter attempt in good faith to agree upon the amount of the Base Rent Notice, stating whether to be paid by Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of for each year during the Renewal OptionTerm. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of In the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon event that Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including Tenant are unable to agree upon the expenses and fees amount of any appraiser selected Base Rent to be paid by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of Tenant for each year during the Renewal Term, pending such final determinationeither Landlord or Tenant may, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution notice to the development of the Premisesother at any time after June 30, the Landlord's Work2005, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system discontinue discussions with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asthe

Renewal Option. Provided no Event Tenant, upon giving Landlord not less than one -------------- hundred eighty (180) days prior written notice in each instance, shall have the right to renew the Term with respect to all space in the Building then under lease to Tenant for two (2) additional three (3) year periods at a rental equal to the Fair Market Value Rental Rate (as defined below) for comparable office buildings in the vicinity of Default exists the Building. At such time as Tenant notifies Landlord of Tenant's desire to renew this Lease, Landlord shall within fifteen (15) days thereafter notify Tenant of Landlord's interpretation of the Fair Market Value Rental Rate. Tenant may accept the rate as quoted, or elect to enter into negotiations with Landlord for a period not to exceed sixty (60) days, during which both parties will negotiate on a diligent, good faith basis to arrive at an agreement concerning the Fair Market Value Rental Rate. Should an agreement not be reached by both parties during said sixty (60) day period, then the Fair Market Value Rental Rate shall be determined as provided in this section. Within ten (10) days following the end of such sixty (60) day period, each party shall appoint an independent appraiser having the designation of MAI and is knowledgeable with respect to valuation of rental rates in the geographic area of the Building. Each appraiser shall be asked to give such appraiser's professional opinion as to the Fair Market Value Rental Rate for the Premises. Each appraiser shall be asked to deliver such appraiser's opinion simultaneously to Landlord and Tenant is occupying within fifteen (15) days after the entire Premises at the time appointment of such electionappraiser. If a party fails to appoint an appraiser, Tenant may renew this Lease for then the Renewal Term, Fair Market Value Rental Rate shall be determined by delivering written notice the single appraiser appointed. If the opinions of the exercise thereof to Landlord nine Fair Market Value Rental Rate differ by no more than ten (910) months before the expiration percent of the Term. The Basic Rent payable for each month during lower of such extended Term Rates, then the average of the Fair Market Value Rental Rates contained in such opinions shall be the prevailing rental rate Fair Market Value Rental Rate for the relevant renewal term. Otherwise, the two (2) appraisers shall appoint a third appraiser to give such third appraiser's professional opinion as to the "Prevailing Fair Market Value Rental Rate"Rate which shall be no lower than the lower of the two (2) at prior opinions and no higher than the commencement higher of the two (2) prior opinions. The determination of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length third appraiser of the extended Term and the credit standing of Tenant to be taken into accountFair Market Value Rental Rate shall govern; provided, however, that in no event shall the Prevailing Fair Market Value Rental Rate be less than the rental rate in effect during Annual Base Rent for the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions prior term of this Lease (the initial term or any renewal term, as the case may be). The cost of the appraiser appointed by Landlord shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as paid by Landlord. The cost of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted appraiser appointed by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determinationpaid by Tenant. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination The cost of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate third appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determinationif any, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined shared equally by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including Tenant may exercise the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before second renewal option only if Tenant has exercised the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rentrenewal option. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event Lessee shall have two (2) five (5) year options to extend the Term of Default exists and Tenant is occupying this Lease for a portion of or the entire Premises at upon the time terms and conditions of such election, Tenant may renew this Lease for the (each, a “Renewal Term, ”). The Monthly Rent for a Renewal Term will be the fair market value (the “Market Rent”) for comparable space in comparable buildings in the surrounding area (the “Market Area”). Lessee shall exercise said options by delivering written notice of the exercise thereof to Landlord Lessor given at least nine (9) months before but no more than twelve (12) months prior to the expiration of the Termthen existing Term (the “Lessee Extension Notice”). The Basic Market Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall applicable Monthly Rent for the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease established as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: follows: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's the Lessee Extension Notice, Landlord's Lessor shall send Lessee written notice (“Lessor’s Renewal Rent Notice”) with Lessor’s reasonable determination of Market Rent and the Prevailing Rental Rate applicable Monthly Rent for the applicable Renewal Term; and ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%ii) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after receipt of Lessor’s Renewal Rent Notice, Lessee and Lessor shall negotiate in good faith an amount to be the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determinationapplicable Monthly Rent for such Renewal Term. If Lessor and Lessee cannot agree on such applicable Monthly Rent within said 30 day period, and such choice Lessee still desires to pursue a Renewal Term, then the Market Rent and allowances shall be conclusive determined by arbitration in the following manner: (a) Lessor and binding upon Landlord and Tenant. Each party Lessee shall pay its own counsel fees and expenses in connection with any arbitration hereundereach appoint one qualified real estate broker, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder who shall be an independent a recognized real estate appraiser broker with at least ten (10) years experience in leasing and the valuation of rental office properties which are in the Market Area similar in character to the Building. The appraisers Each such broker shall not have be appointed within fifteen (15) days after the power to add to, modify or change any expiration of the provisions of this Lease30-day mutual agreement period described above. (vb) The two brokers so appointed shall within fifteen (15) days of the date of the appointment of the last appointed broker agree upon and appoint a third broker who shall be qualified under the same criteria set forth above to qualify the initial two brokers. The parties shall pay the fees of their respective brokers (except as set forth in sub-section (e), below) and shall share equally in the fees of the third appointed broker. (c) The three brokers shall within thirty (30) days of the appointment of the third broker reach a decision on the applicable prevailing market rent and notify Lessor and Lessee thereof. (d) The decision of the majority of the three brokers shall be binding upon Lessor and Lessee. Failure of the majority of said brokers to reach an agreement shall result in the Market Rent being determined by averaging the appraisal of each broker, ignoring for purpose of such averaging any portion of the high and low appraisal which is more than 10 percent (10%) in excess of the middle appraisal. (e) If either Lessor or Lessee fails to appoint a broker within the time period in sub-section (a), above, the broker appointed by one of them shall reach a decision, notify Lessor and Lessee thereof, and such broker’s decision shall be binding upon Lessor and Lessee. The fee of such appointed broker shall be paid by a party that failed to appoint its own broker. (f) If the final determination two brokers fail to agree upon and appoint a third broker, they shall each establish their own opinion as to the prevailing market rent and the average of the Prevailing Rental Rate two rents shall not be made on or before become the first day Market Rent and allowances for purposes of determining the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic applicable Monthly Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. (a) Provided no Event of Default exists (i) this Lease is in effect and Tenant is occupying the entire Premises not in default hereunder beyond any applicable grace period, either at the time of such electionany exercise of this option or at the time of the commencement of the applicable Renewal Term (as hereinafter defined), and (ii) Tenant shall be in occupancy of all of the Leased Premises, Tenant may shall have the option to renew this Lease for the two (2) consecutive five (5) year renewal terms (each a "Renewal Term") upon the same terms as in this Lease, by delivering written notice of except that (A) the exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for during each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon determined as provided in this Section, (B) the same terms, covenants and conditions terms of this Lease as relating to Landlord's Contribution shall be in effect immediately prior not apply to the renewal, except that: such Renewal Terms and (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (cC) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease right to Tenant renew the Premises in their then-current condition, and Landlord shall not provide to Tenant term of this Lease for any allowances (e.g., moving allowance, construction allowance, and period beyond the like) or other tenant inducementssecond Renewal. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord exercise such option, if at all, by written notice ("Tenant's Notice"), within thirty ) to Landlord given at least eighteen (3018) days after delivery calendar months prior to the expiration of the Rent Notice, stating whether Tenant accepts or disputes Term (as the same may have been extended by any Renewal Term). Upon Landlord's Determination or whether Tenant desires to terminate its exercise receipt of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant this Lease shall be deemed automatically extended for the applicable Renewal Term with the same force and effect as if the applicable Renewal Term had been originally included in the Term, subject to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determinationthe terms and conditions of this Section. (b) The Basic Rent for each Renewal Term shall be (i) the fair market Basic Rent for the Leased Premises, Tenant's Notice shall specify Tenant's determination as agreed upon by Landlord and Tenant or in the absence of the Prevailing Rental Rate ("Tenant's Determination") agreement, as determined by an independent real estate appraiser;arbitration in accordance with the terms of Section 28, as of the commencement of the applicable Renewal Term. (iiic) Following the giving of Tenant's Notices, on a date which is not less than six (6) months prior to the expiration of the Term, Landlord shall give Tenant send a notice ("Landlord's Notice"), within twenty (20) days after delivery to Tenant of TenantLandlord's Determination, estimate of whether Landlord accepts or disputes Tenant's Determinationthe annual fair market Basic Rent for the Leased Premises during the applicable Renewal Term. If Tenant shall not accept Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Noticeestimate, Landlord and Tenant shall be deemed attempt to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, agree on the Basic Rent to be paid during such Renewal Term. In the event that Landlord and Tenant shall not have agreed upon the Basic Rent to be paid by Tenant during the Renewal Term by the date which is three (3) months prior to the expiration of the Term, such dispute shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply submitted to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") arbitration in accordance with the then-prevailing rulesprovisions of Section 28 and this Section, regulations and/or procedures and the arbitrator shall determine the annual fair market Basic Rent of the American Arbitration AssociationLeased Premises (taking into account the terms of this Lease relating to the payment of Additional Charges during the Renewal Term), and if the American Arbitration Association (or any successor organization) Basic Rent to be paid during such Renewal Term shall be unable or unwilling determined based upon the Arbitrator's determination, subject to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (vd) If If, upon the final determination commencement of the Prevailing Rental Rate shall not be made on or before the first day of the any Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for payable by Tenant during such Renewal Term shall not have been determined, Tenant shall, effective as the commencement of such Renewal Term, pay an amount equal to Landlord's Determination the Base Rent and Additional Charges payable by Tenant during the twelve (or12) months immediately preceding the applicable Renewal Term, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition subject to all Additional Rent payable under adjustment upon determination of such Basic Rent. Upon the terms determination of this Lease. If, based upon the final determination hereunder of the such Basic Rent, the payments made by Tenant on account shall promptly pay to Landlord any underpayment of Basic Rent for such portion by Tenant since the beginning of the Renewal Term were greater than and, in the event of any overpayment of such Basic Rent payable for by Tenant since the beginning of such Renewal Term, Landlord shall pay Tenant the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned upoverpayment. (e) Nothing in this Section shall affect Tenant's obligation to pay Additional Charges under this Lease. During each Renewal Term, Tenant shall pay Additional Charges in accordance with the provisions of this Lease, with the Operating Expense Base building electrical system for each such Renewal Term being the Operating Expenses for the calendar year in which the Renewal Term commences and emergency lighting the Base Real Estate Tax Amount for each such Renewal Term being the Real Estate Taxes for the Tax Year in which the Renewal Term commences. In determining the annual fair market Basic Rent of the Premises, no value shall be allocated (by Landlord, Tenant or the arbitrator) to all core areasany Alterations made by Tenant in or to the Leased Premises, but there shall be taken into account the rental for comparable premises in comparable Buildings in the Westchester County area and the rentable area of the Leased Premises. (f) Tenant's electric meter In the event that Tenant exercises its option in respect of a Renewal Term in accordance with this Section, the first (1st) floor electric closet. (g) Insulated exterior walls with studs term "Term" as defined in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" Section 1 shall mean the final construction documents to be approved Original Term as extended by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asRenewal Term.

Renewal Option. Provided no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew that (i) this Lease for shall be in full force and effect as of the date of the Renewal Term, by delivering written notice Notice (as hereinafter defined) and as of the exercise thereof Expiration Date; (ii) there shall not then be existing a default under this Lease which is continuing after notice by Landlord to Landlord nine (9) months before Tenant and the expiration of the Term. The Basic Rent payable for each month during such extended Term applicable cure period, (iii) Tenant shall be in actual occupancy of not less than two (2) full floors of the prevailing rental rate entire Premises (portions of the premises occupied by other parties pursuant to Section 11.12 shall be deemed to be occupied by Tenant for the purposes of this Section 26.01), then Tenant originally herein named shall have one (1) option to extend the Term of this Lease for a period of ten (10) years (the "Prevailing Rental Rate"“Renewal Term”) at commencing on the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with day after the length of Expiration Date. Such option shall be exercisable by written notice (the extended Term and “Renewal Notice”) to Landlord given not earlier than twenty four (24) months prior to nor later than fifteen (15) months prior to the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the TermExpiration Date. The Renewal Term shall be upon constitute an extension of the same terms, covenants and conditions initial Term of this Lease as and shall be upon all of the same terms and conditions as the initial Term, except that (i) there shall be no further option to renew the Term of this Lease in effect immediately prior the Renewal Term, (ii) Landlord shall not be required to furnish any materials or perform any work to prepare the Premises for Tenant’s occupancy and Landlord shall not be required to reimburse Tenant for any Alterations made or to be made by Tenant, and (iii) the Base Rent for the Renewal Term shall be payable at a rate per annum equal to the renewal, except that: (a) Basic Rent shall be adjusted to fair market rental value of the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective Premises as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted Term as determined by Landlord based upon comparable space in writing; and the Building (dincluding existing executed leases, as well as pending transactions pursuant to letters of intent) Landlord shall lease to Tenant and in comparable buildings in the vicinity of the Building, including all of Landlord’s services provided for in this Lease, and with the Premises in their then-current conditionconsidered as vacant, and Landlord in “as is” condition on the Renewal Term Commencement Date. The calculation of the fair market value shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, take into account all relevant factors and the like) may include escalations on a fixed or other tenant inducementsCPI basis. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of During the Renewal Term, which all Additional Rent Notice that Tenant is obligated to pay under this Lease during the initial Term hereof for Real Estate Taxes and Operating Expenses shall set forth Landlord's determination continue without interruption, it being the intention of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of parties hereto that the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant Term shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination a part of and continuation of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms initial Term of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by If Tenant on account of Basic Rent for such portion of shall duly and timely give the Renewal Term were greater Notice, then not later than twelve (12) months prior to the Basic Rent payable Expiration Date, Landlord shall respond to Tenant’s Renewal Notice with Landlord’s calculation of fair market value, provided, however, (i) the fact that the base years for the Renewal Term, the amount of such excess Real Estate Taxes and Operating Expenses shall remain unchanged and shall be refunded by Landlord to Tenant within ten taken into account in determining fair market value hereunder, and (10) business days following the final determination of Basic Rent. (viii) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty bound by such Landlord’s calculation of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign fair market value if the Construction Documents parties determine fair market value pursuant to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asSection 26.02.

Renewal Option. Provided no If an Event of Default exists does not exist at the time of exercise or at the commencement of the Renewal Term (as hereinafter defined), and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for one (1) additional period of Three (3) years (the “Renewal Term”), by delivering written notice of the exercise thereof to Landlord nine not earlier than twelve (912) months nor later than six (6) months before the expiration of the Term. The Basic Minimum Monthly Rent payable for each month during such extended Renewal Term shall be the prevailing rental rate (the "“Prevailing Rental Rate") ”), at the commencement of such extended Renewal Term, for renewals of space in the Northwest Denver submarket for Class A Buildings, if applicable, of equivalent quality, size, utility and location, with the length of the extended Term Term, concessions and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within Within thirty (30) days after receipt of Tenant's Notice’s notice to renew, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and any refurbishment allowance and shall advise Tenant of the required adjustment to Minimum Monthly Rent, if any, and the other terms and conditions offered. Tenant shall, within ten (10) days after receipt of Landlord's ’s notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiserRate. If Tenant timely notifies Landlord that Tenant accepts Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final ’s determination of the Prevailing Rental Rate shall not be made Rate, then, on or before the first day commencement date of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of for the Renewal Term pursuant to this Exhibit, but no such amendment shall be necessary on the same terms provided in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and except as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following itemsfollows: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no If Tenant has not committed an Event of Default exists at any time during the Term, and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for the Renewal Termone (1) additional period of five (5) years, by delivering written notice of the exercise thereof to Landlord nine not earlier than twelve (912) months nor later than six (6) months before the expiration of the Term. The Basic Base Rent payable for each month during such extended Term shall be the prevailing rental rate (the "“Prevailing Rental Rate") ”), at the commencement of such extended Term, for renewals of space in the Project of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate Base Rent rate during the extended Term be less than the rental fully escalated Base Rent rate in effect being paid by Tenant during the last year full calendar month of the Term. The Renewal initial Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducementsLease. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within Within thirty (30) days after receipt of Tenant's Notice’s notice to renew, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and shall advise Tenant of the required adjustment to Base Rent, if any, and the other terms and conditions offered. Tenant shall, within ten (10) days after receipt of Landlord's ’s notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiserRate. If Tenant timely notifies Landlord that Tenant accepts Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final ’s determination of the Prevailing Rental Rate shall not be made Rate, then, on or before the first day commencement date of the Renewal extended Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of extending the Term pursuant to this Exhibit, but no such amendment shall be necessary on the same terms provided in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and except as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following itemsfollows: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event In lieu of Default exists any renewal options set forth in the Lease, Tenant shall have the option to extend the Term for one (1) additional period of five (5) years (the “Renewal Option”), under and subject to the following terms and conditions: (i) The renewal term (the “Renewal Term”) shall be for a five (5) year period commencing on the day immediately following the Expiration Date and expiring at midnight on the day immediately preceding the fifth (5th) anniversary of the Expiration Date. (ii) Tenant is occupying must exercise the entire Premises Renewal Option, if at all, by written notice to Landlord delivered at least three hundred sixty five (365) days prior to the Expiration Date. (iii) As a condition to Tenant’s exercise of the Renewal Option, at the time Tenant delivers its notice of such electionelection to exercise the Renewal Option to Landlord, Tenant may renew this Lease for shall not be in default in the performance of any of its obligations hereunder beyond any applicable period of grace specified in the Lease. (iv) The Renewal Term shall be on the same terms and conditions contained in the Lease, except that (A) the Fixed Basic Rent shall be as specified in Section 2(b) with respect to the Renewal Term, and (B) Tenant shall be entitled to an allowance of Five Hundred Thousand Dollars ($500,000.00) (the “Renewal Allowance”) which shall be applied solely against Tenant’s Costs (as hereinafter defined) for improvements to the Premises (the “Tenant Improvements”) and for no other purpose. “Tenant’s Costs” shall mean Tenant’s out-of-pocket contract or purchase price(s) for materials, components, labor and services for the Tenant Improvements. The Renewal Allowance shall be payable as the Tenant Improvements progress upon submission to Landlord of invoices from the contractors performing the work, together with copies of all invoices and other backup documentation reasonably requested by delivering written notice Landlord relative thereto. In the event that Tenant fails to utilize the entire Renewal Allowance, Tenant shall not be entitled to any refund or credit against the rent payable hereunder. In the event that Tenant’s Costs exceed the amount of the exercise thereof to Landlord nine Renewal Allowance, Tenant shall be solely responsible for such excess costs. All requests for the Renewal Allowance shall be made within twelve (912) months before the expiration after commencement of the Renewal Term. The Basic Rent payable for each month during If Landlord shall fail to pay Tenant all or any portion of the Renewal Allowance as and when such extended Term amount shall be the prevailing rental rate (the "Prevailing Rental Rate") due, Landlord shall be responsible for paying Tenant interest on all amounts so unpaid at the commencement rate of such extended Term, for renewals of space of equivalent quality, size, utility and locationten percent (10%) per annum until paid in full. Such unpaid amounts, with interest, may be offset by Tenant against its rental obligations under the length of Lease, as amended hereby, until the extended Term and the credit standing of Tenant to be taken into accountunpaid amount is so offset or paid by Landlord in full; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year such offset reduce any monthly installment of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Fixed Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) payable by Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten twenty percent (1020%); provided further, Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and that if the American Arbitration Association (or any successor organization) there shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses insufficient months remaining in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than for Tenant to be fully reimbursed by offset as aforesaid, then the twenty percent (20%) limitation hereinabove provided shall be increased to such percentage which is the minimum percentage which would enable Tenant to be fully reimbursed by offset against the remaining installments of Fixed Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event of Default exists that this Lease is in full force and effect and Tenant is occupying the entire Premises at the time of such electionnot in default hereunder, Tenant may renew shall have the option to extend the Term of this Lease on the same terms, conditions and provisions as contained in this Lease, except as otherwise expressly provided herein, for two (2) periods of five (5) years each (each, an "Extension Period"). If exercised in accordance herewith, the Renewal Term, by delivering written notice of Extension Period shall commence on the exercise thereof to Landlord nine first (91st) months before day after such scheduled Lease Expiration Date or on the first day after the expiration of the Term. The Basic Rent payable for each month during such extended Term first Extension Period, as the case may be (hereinafter referred to in this Section 23.33 as the "Expiration Date") and the rental rate shall be at the then prevailing market base rent for comparable quality space in similar class buildings in the Downtown St. Louis Business District, taking into account all rental rate terms such as free rent, moving allowances, allowances for tenant improvements, step rent structure, base years for operating expense and tax escalation, and lease commissions, if any (the "Prevailing Rental RateMarket") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, ). The renewal option may only be exercised in accordance with the length procedures set forth herein. As a prerequisite to Tenant's right so to extend the Term of the extended Term and the credit standing of Tenant to be taken into account; providedthis Lease, however, that in no event shall the Prevailing Rental Rate be not less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately fifteen (15) months prior to the renewalExpiration Date, except that: Tenant shall, by written notice to Landlord (athe "Preliminary Notice"), notify Landlord of Tenant's preliminary intent to exercise such renewal option and request that Landlord determine the Prevailing Market rate for the Premises as it would be during the Extension Period. Within thirty (30) Basic Rent shall be adjusted days following Landlord's receipt of the Preliminary Notice, Landlord will notify Tenant of such Prevailing Market rate as reasonably determined by Landlord. Not less than twelve (12) months prior to the Prevailing Rental Rate; Expiration Date, Tenant may, by written notice to Landlord (b) Landlord will establish a new Expense Estimate which "Extension Notice"), then elect to exercise Tenant's option to extend the Term of the Lease. If Tenant shall fail to give any such Extension Notice, Tenant's right to exercise such option and all subsequent options shall cease and be effective as void. Additionally, if the option to extend the Lease Term is not exercised in the aforesaid manner, the Lease Term and Tenant's rights hereunder and its rights to occupy and possess the Premises shall expire on the Expiration Date (i.e., the scheduled Lease Expiration Date or the end of the first day of Extension Period, as the Renewal Term; (c) case may be). In the event Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth disagrees with Landlord's determination of the such Prevailing Rental Rate Market rate, then within no more than fifteen ("15) days after Tenant receives Landlord's Determination"); (ii) determination of such rate Tenant shall give Landlord notice of its desire to arbitrate such rate, which notice shall be accompanied by the identity of an arbitrator appointed by Tenant. Thereafter, Landlord shall have fifteen ("Tenant15) days in which to appoint its arbitrator, and within fifteen (15) days after the appointment of Landlord's Notice")arbitrator the two arbitrators theretofore appointed shall appoint a third arbitrator. After such third appointment, within the three arbitrators thus elected shall have thirty (30) days after delivery of in which to establish the Rent NoticePrevailing Market rate as defined above in dispute between Landlord and Tenant, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant which determination shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive final and binding upon Landlord and Tenantthe parties hereto. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser arbitrator appointed hereunder shall be an independent a licensed real estate appraiser broker with at least ten (10) years experience in leasing office space leasing, and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending no such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord arbitrator shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Leaseany other existing contractual relationship with either party hereto. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension pay the fees of their respectively appointed arbitrators and the fee of the Term pursuant to this Exhibit, but no such amendment third arbitrator shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asshared equally by

Renewal Option. Provided no Event of Default exists and that Tenant is occupying the entire Premises at the time of such electionnot in default hereunder, Tenant may (but not any assignee or sublessee) shall have the right and option (the "Renewal Option") to renew this Lease for the Renewal TermLease, by delivering written notice of the exercise thereof delivered to Landlord nine Landlord, no earlier than twelve (912) months before and no later than three months prior to the expiration of the initial Lease Term. The Basic Rent payable , for each month during such extended Term shall be the prevailing rental rate an additional term (the "Prevailing Renewal Term") of sixty (60) months under the same terms, conditions and covenants contained in the Lease, except that (a) no abatements or other concessions, if any, applicable to the initial Lease Term shall apply to the Renewal Term; (b) the Base Rental Rateshall be equal to the "Fair Market Value Rental" (defined herein, (c) Tenant shall have no option to renew this Lease beyond the expiration of the Renewal Term; and (d) all leasehold improvements within the Premises shall be provided in their then existing condition (on an "As Is" basis) at the commencement time the Renewal Term commences. Failure by Tenant to timely give Landlord notice in writing of Tenant's election to exercise the Renewal Option herein granted shall constitute a waiver of such extended TermRenewal Option. In the event Tenant elects to exercise the Renewal Option as set forth above, for renewals of space of equivalent qualityLandlord shall, sizewithin 15 days thereafter, utility and location, with the length notify Tenant in writing of the extended Term proposed Base Rental, CAM Charges, Taxes and Insurance, water charges and any signage rental for the credit standing Renewal Tenn (the "Proposed Renewal Rental"). Tenant shall within 10 days following delivery of the Proposed Renewal Rental by Landlord notify Landlord in writing of the acceptance or rejection of the Proposed Renewal Rental. If Tenant to accepts Landlord's proposal, then the Proposed Renewal Rental shall be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year Renewal Term. Failure of Tenant to respond in writing during the aforementioned 10 day period shall be deemed a rejection by Tenant of the TermProposed Renewal Rental. The Should Tenant reject Landlord's Proposed Renewal Term Rental during such ( I0 day period, then Landlord and Tenant shall be negotiate during the 10 day period commencing upon Tenant's rejection of Landlord's Proposed Renewal Rental to determine the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of rental for the Renewal Term; (c) . In the event Landlord and Tenant are unable to agree to a rental for the Renewal Term during said 10 day period, then the Renewal Option shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, terminate and the like) or other tenant inducements. For Lease shall, pursuant to its terms and provisions, terminate at the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement end of the Renewal original Lease Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its . Upon exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination Option by Tenant and subject to the conditions set forth hereinabove, the Lease shall be extended for the period of such Renewal Term without the necessity of the execution of any further instrument or Tenant fails or refuses to give Tenant's Noticedocument, although if requested by either party, Landlord and Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of enter into a written agreement modifying and supplementing the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") Lease in accordance with the then-prevailing rulesprovisions hereof. Unless Tenant and Landlord have previously agreed to extend the Lease Term, regulations and/or procedures during the last three months prior to the expiration of the American Arbitration Associationoriginal term, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms other rights of this LeaseLandlord as set forth herein, Landlord reserves the right to show the Premises to prospective tenants during normal business hours. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess "Fair Market Value Rental Rate" shall be refunded by Landlord to Tenant that rate charged for space of comparable size and condition in comparable office buildings within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or a five (5) an Event mile radius of Default exists at the area immediately surrounding the building, taking into consideration the location, quality and age of the building, floor level, extent of leasehold improvements, rental abatements lease takeovers/ assumptions, moving expenses and other concessions, term of lease, extent of services to be provided, distinction between "gross" and "net lease" base year or other amounts allowed for escalation purposes (expense stop), the time of exercise of the option particular rental rate under consideration became or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provideis to become effective, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsor any other relevant tem or condition. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event Subject to the provisions of Default exists subsection (c) below, and Tenant is occupying subject to Sublessor’s right to recapture the entire Sublet Premises at as hereinafter set forth, Subtenant shall have a conditional right (the time “Renewal Option”) to renew or extend the Sublease Term for one (1) additional period of such election, Tenant may renew this Lease for three (3) years (the “Renewal Period”). If Subtenant desires to exercise the Renewal TermOption, by delivering Subtenant shall give written notice of the exercise thereof to Landlord nine Sublessor at least twelve (912) months before prior to the expiration of the initial Sublease Term. The Basic Rent payable Sublessor shall have the right, exercisable within thirty (30) days after receipt of Subtenant’s renewal notice, to elect to recapture the Sublet Premises, effective at the end of the initial Sublease Term, if Sublessor requires the Sublet Premises for each month during its own use. If Sublessor so elects, in writing, within such extended thirty (30)-day period, then the Renewal Option shall terminate and be null and void and this Sublease shall terminate and expire on the last day of the initial Sublease Term as if this Section 27 were not part of the Sublease. (a) In the event that Subtenant exercises the Renewal Option in accordance with the provisions hereof, and Sublessor does not elect to recapture the Sublet Premises as permitted above, then the Sublease Term shall be extended for the prevailing rental rate (Renewal Period. Except as otherwise expressly provided herein, the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term Period shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence herein with respect to Tenant's exercise thereofthe immediately preceding Sublease Term. All references in this Sublease to the Sublease Term shall be construed to mean the initial Sublease Term and the Renewal Period, (4) Landlord determines, in its sole but reasonable discretion, unless the context clearly indicates that Tenant's financial condition or creditworthiness has materially deteriorated since the Date another meaning is intended. For purposes of this Lease, no distinction is made between the terms “extend” and “renew,” or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsany variations thereof. (b) The Annual Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors.Subrental for the Sublet Premises for the Renewal Period shall be as follows: 1 $ 52.17 $ 1,631,929.70 $ 135,994.14 2 $ 53.74 $ 1,681,040.90 $ 140,086.74 3 $ 55.35 $ 1,731,403.30 $ 144,283.60 (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting The Renewal Option referred to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work Section 27 may not be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditionsexercised by Subtenant if, at the reasonable discretion of Landlord. It is understood that the plans time specified in Section 27(a) for the Landlord's Work may be modified for unavailable materialsexercising such option, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents (i) this Sublease shall not be a representation in full force and effect, (ii) Subtenant is in default of any obligation under this Sublease after expiration of any applicable notice and cure period, (iii) the named Subtenant hereunder shall have assigned its rights under this Sublease, or warranty (iv) Subtenant shall have sublet all or more than twenty-five percent (25%) of Landlord that such drawings are adequate for any use the Sublet Premises. If Subtenant shall fail to exercise the Renewal Option during the time or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive manner provided in this Section 27 for the prior written approval exercise thereof, or if at the time specified for the exercise of Landlord and Tenant (which approval such Renewal Option, Subtenant shall not be unreasonably withheldentitled to exercise such option because of the provisions hereof, conditioned or delayed) then, and in the event either event, such Renewal Option shall be absolutely void and of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asno force and effect.

Renewal Option. Provided no Event (a) (i) Landlord hereby grants to Tenant the option (the “Renewal Option”) to extend the term of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for the entire Property for four (4) terms of five (5) years each (each, a “Renewal Term”), by delivering written notice with the first day of the exercise thereof to Landlord nine (9) months before applicable Renewal Term commencing on the date that is the day after the expiration of the Base Term or the immediately preceding Renewal Term. , as the case may be. (ii) In the event Tenant fails to timely renew this Lease as set forth in Section (b), then Tenant’s right to extend the term of this Lease shall cease and be of no further force or effect. (iii) The Basic Base Rent payable for each month during such extended respective Renewal Term shall be the prevailing rental rate greater of (a) ninety-five percent (95%) of the "Prevailing Fair Market Rental Rate") at the commencement of Value for such extended Renewal Term, for renewals as determined pursuant to the provisions of space of equivalent qualitySection (b), size, utility and location, with or (b) the length of the extended Term and the credit standing of Base Rent payable by Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year month of the Base Term or the Renewal Term immediately preceding such Renewal Term. During each Renewal Term, Base Rent shall be payable to Landlord by Tenant in the same manner as Base Rent is paid during the Base Term. The Base Rent payable for each Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the 31st month of such Renewal Term to an amount equal to one hundred three percent (103%) of the Base Rent payable on the first day of such Renewal Term;. (cb) Tenant shall have no further renewal In order to exercise the option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rateextend this Lease for each Renewal Term, the following procedures procedure shall applybe followed: (i) Landlord Tenant shall give Tenant Landlord written notice of its request to determine the Fair Market Rental Value for the next succeeding Renewal Term (the "“Renewal Term Base Rent Determination Notice"”) not later less than one hundred eighty twelve (18012) days months prior to the commencement expiration of the Base Term or the then current Renewal Term, which Rent Notice shall set forth Landlord's determination of as the Prevailing Rental Rate ("Landlord's Determination");case may be. (ii) Tenant shall give Landlord notice On or before the date that is sixty ("Tenant's Notice"), within thirty (3060) days after following delivery of the Renewal Term Base Rent Determination Notice, stating whether Landlord and Tenant accepts or disputes shall diligently attempt in good faith to agree on the Landlord's Determination or whether Fair Market Rental Value for the applicable Renewal Term. (A) If Landlord and Tenant desires to terminate its exercise of cannot agree upon the Fair Market Rental Value for such Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's NoticeTerm within such sixty (60) day period, Tenant shall be deemed have the right within ten (10) Business Days thereafter to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's elect by written notice to Landlord to submit the determination of the Prevailing Fair Market Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply Value for such Renewal Term to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointedAppraisal Procedure. (ivB) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within On or before the later of (i) thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Fair Market Rental Rate shall not be made on Value, or before (ii) nine (9) months prior to the first day expiration of the Base Term or the then current Renewal Term, pending such final determinationas the case may be, Tenant shall continue give Landlord irrevocable written notice of its election to payexercise the Renewal Option (the “Renewal Notice”). If Tenant fails to deliver the Renewal Notice by such date, Tenant shall have no further option to extend the Base Term (or the then current Renewal Term, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determinationcase may be), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event of Default exists and then remains uncured, and Tenant is occupying in possession of the entire Premises at the time of such electionPremises, Tenant may shall be entitled to renew this Lease for two (2) additional terms, each of five (5) years, the Renewal Term, by delivering written notice of the exercise thereof to Landlord nine (9) months before first commencing immediately following the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended original Term, for renewals of space of equivalent quality, size, utility and location, with the length second commencing upon the conclusion of the extended Term and the credit standing of Tenant to be taken into account; providedfirst renewal term, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon on the same terms, covenants terms and conditions of this Lease as shall be in effect immediately prior to Lease, with the renewal, except thatfollowing conditions: (a) Basic Rent shall be adjusted 3.2.1. With respect to the Prevailing Rental Rate; (b) each renewal term, Tenant will give written notification to Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement scheduled termination date of the Renewal TermTerm of its intention to elect to renew this Lease. 3.2.2. Within fifteen (15) days following receipt of Tenant's notification of intent, which Landlord shall send Tenant a notice specifying Landlord's then-current Basic Rent rate for the Premises (the "Offer Rate") as determined by the Landlord in the sole and unfettered exercise of its discretion. The Offer Rate shall reflect a shell rental rate for the Building, in acknowledgement of the fact that Tenant shall have paid for all Leasehold Improvements pursuant to the terms of this Lease. 3.2.3. Tenant shall have thirty (30) days following receipt of Landlord's notice to inform Landlord whether it will accept a renewal of the Lease at a Basic Rent equal to the Offer Rate and shall be deemed to have accepted the Offer Rate unless, within such thirty (30) day period, it tenders Notice shall to Landlord refusing to accept such Offer Rate and requiring the Basic Rent rate to be determined by appraisal in accordance with the following procedure. 3.2.4. If Tenant accepts the Offer Rate and elects to lease the Premises for the renewal term above set forth Landlord's determination of pursuant to the Prevailing Rental Rate ("Landlord's Determination"); (ii) renewal right granted in this Section then Landlord and Tenant shall give Landlord notice ("Tenant's Notice"), execute a Lease Amendment extending the Term and confirming the new Basic Rent within thirty (30) days after delivery of receipt of an instrument of amendment from Landlord. Any improvements to the Premises to be completed in connection with any such renewal shall be as negotiated by Landlord and Tenant at such time. 3.2.5. If Tenant refuses to accept Landlord's Offer Rate, then unless Landlord and Tenant otherwise agree, the Basic Rent rate for the first Lease Year of Renewal Term in question shall be the greater of (i) 1.025 times the annual Basic Rent for the immediately preceding Lease Year or (ii) the "Fair Market Rent" as determined by appraisal in accordance with the following procedure. Within thirty (30) days following the date of Tenant's notice rejecting Landlord's proposed Offer Rate Tenant shall request, obtain (from a qualified appraiser chosen by Tenant) and deliver to Landlord an appraisal of the Fair Market Rent Noticefor the Premises for the proposed renewal term. The Fair Market Rent will be based upon rates for comparable space in a shell building comparable to the Building, stating whether Tenant accepts without regard to the Leasehold Improvements or disputes other improvements paid for by Tenant, but taking into account the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Optionannual increases in Rent as provided below. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses failure to give Tenant's Notice, Tenant deliver the appraisal within such thirty (30) day period shall be deemed to have accepted Landlord's Determinationan acceptance of the Offer Rate. 3.2.6. If Upon receipt of the results of Tenant's Notice disputes Landlord's Determinationappraisal, Tenant's Notice shall specify Tenant's Landlord may either accept or reject such appraised determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice")Fair Market Rent, within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord and shall be deemed to have accepted Tenant's Determinationappraiser's determination unless Landlord rejects the same by notice to Tenant given within fifteen (15) days following receipt of Tenant's appraisal. If Landlord rejects such appraised Fair Market Rent then Landlord shall promptly designate a second appraiser; and the two appraisers then chosen shall select a third appraiser within fifteen (15) days following Landlord's Notice disputes Tenantnotification as to the identification of Landlord's Determinationchoice of appraiser. The second and third appraisers so chosen shall be instructed to produce appraisals of the Fair Market Rent for the Premises, Landlord shall deliver to Tenantfor the extended term, within thirty (30) days after receipt following the date of Tenant's Notice, Landlord's determination selection of third appraiser and his acceptance of his task. Each appraiser shall make an independent appraisal of the Prevailing Rental Rate ("Landlord's Second Determination")Fair Market Rent, as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, and the Basic Fair Market Rent shall be the mean average of Landlord's Second Determination the two closest valuations of the three appraisers (unless the mean and the median of the three appraisals are equal, in which case the average or mean of the three appraisals shall be the Fair Market Rent). The valuation of the Fair Market Rent thus obtained shall be binding on Landlord and Tenant's Determination. 3.2.7. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or and Tenant shall apply to each pay the American Arbitration Association (or any successor organization) to designate a cost of the appraiser designated by them and shall divide equally the cost of the third independent real estate appraiser (appraiser. All appraisers selected hereunder shall be M.A.I. designated and shall be familiar with leasing of commercial properties in the "Third Appraiser") Baltimore Metropolitan area. 3.2.8. Following determination of the Fair Market Rent in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, appraisal procedure above set forth Landlord and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and Tenant shall, within thirty (30) days after of receipt of an instrument of amendment from Landlord, execute a Lease Amendment extending the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, Term and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as confirming the Basic Rent for the first Lease Year of the Renewal TermTerm in question as the greater of (i) 1.025 times the annual Basic Rent for the immediately preceding Lease Year or (ii) the Fair Market Rent thus obtained, or such lesser amount as Landlord and Tenant shall otherwise agree. Thereafter, commencing with the second Lease Year of such Renewal Term and continuing each Lease Year thereafter for the remainder of the Renewal Term in question, the Basic Rent shall be increased to an amount equal to Landlord's Determination the product, rounded to the nearest cent, of (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than A) the Basic Rent payable rate for the Renewal Term, the amount of such excess immediately preceding year multiplied by (B) 1.025. 3.2.9. Time shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since each of the Date provisions of this LeaseSection; if Tenant fails or refuses to provide notices or to take action as provided in this Section within the times herein set forth then, or (5) an Event of Default exists at the time of exercise of the option or on the date except as otherwise set forth above, the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord right and option herein granted shall provide, at its sole cost lapse and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsterminate. (b) Base building HVAC system, pursuant 3.2.10. No additional rights or options to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord renew shall be responsible for only one-half (1/2) of any demising wall deemed to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlordgranted. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event Tenant shall have three (3) consecutive options, (each a “Renewal Option”) to renew the Term with respect to all (but not less than all) of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew demised under or pursuant to this Lease for the additional terms (each a “Renewal Term”) of five (5) years each, by delivering written notice commencing on the day immediately following the expiration date of the exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The or Renewal Term shall be upon then in effect, under the same terms, covenants following terms and conditions of this Lease as shall be and subject to there being no material adverse change in effect immediately prior to the renewal, except thatTenant’s financial condition: (a) Basic Rent shall be adjusted Tenant gives Landlord written notice of its intent to exercise the Renewal Option (“Notice of Intent”) no earlier than the date which is three hundred sixty five (365) days prior to the Prevailing Rental Rate;expiration date of the Term and no later than the date which is two hundred seventy (270) days prior to the expiration date of the Term or applicable Renewal Term, as the case may be. (b) Landlord will establish a new Expense Estimate which shall be effective as Tenant is not in breach or default under this Lease either on the date Tenant gives its Notice of Intent or exercises the first day Renewal Option or at any time through and including the proposed commencement date of the Renewal Term;. (c) If Tenant shall have no further renewal option unless expressly granted by Landlord timely and properly gives its Notice of Intent in writing; and (d) Landlord shall lease to Tenant accordance with the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall applyprovisions hereof: (i) Landlord The Base Rent payable for the first Renewal Term shall give Tenant notice be based on ninety-five percent (95%) of the then prevailing market rent (the "Rent Notice"“Prevailing Market Rent”) not later than one hundred eighty (180) days prior to the commencement for similar institutional quality bulk warehouse space with a minimum 28’ clear height located within a radius of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation miles of properties which are similar in character to the BuildingPremises (the “Relevant Market”). The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Base Rent for the second and third Renewal Term, an amount Terms shall be equal to Landlord's Determination (or, if Landlord the Prevailing Market Rent in the Relevant Market. In no event shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events the rental rate for any Renewal Term be in addition to all Additional Rent less than the adjusted rental rate payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension on the expiration date of the Term pursuant to this Exhibit, but no such amendment shall be necessary then in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorseffect. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event of Default exists this Lease is then in full force and effect, that Tenant is occupying not in default under this Lease and has not assigned or sublet any portion of the entire Premises either at the time of such election, Tenant may renew this Lease for the Renewal Term, by delivering written notice of the exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") this renewal option or at the commencement time of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice Tenant shall set forth Landlord's determination have the right to renew the Lease for one (1) renewal term of five (5) years (the "Renewal Term") upon the following terms and conditions: (a) The option for the Renewal Term shall be exercised in writing not more than fifteen (15) months and not less than twelve (12) months prior to the Expiration Date of the Prevailing Rental Rate ("Landlord's Determination")Lease Term; (iib) Tenant The Base Rental for the Renewal Term shall give be the then-prevailing market rental rate (as of the date of exercise of said option) on a per square foot basis for the Building for tenants with a 5 year Lease Term, including any allowances for tenant improvements or other "moving" concessions to the extent such allowances or concessions are then being offered by Landlord notice for the Building. Within ten ("Tenant's Notice"), within thirty (3010) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery ’s receipt of Tenant's Determination, written notice of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Noticeexercise of this Renewal Option, Landlord shall be deemed to notify Tenant of the Base Rental for the Renewal Term. Tenant shall have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty ten (3010) days after receipt of such notice from Landlord to respond as to whether or not Tenant desires to rescind its exercise of this Renewal Option. If Tenant elects to rescind its exercise of this Renewal Option or fails to respond within such ten (10) day period, then Tenant's Notice’s notice of exercise of this Renewal Option shall be deemed rescinded and this Renewal Option shall automatically terminate and be of no further force or effect. If Tenant elects to exercise this Renewal Option, Landlord's determination the "Base Rental" for the Renewal Term for purposes of Paragraph 1.1 of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent Lease shall be an amount equal to the average Base Rental set forth in Landlord’s notice as set forth above and shall be subject to adjustment pursuant to Paragraph 3 of Landlord's Second Determination these Special Stipulations. Except as expressly set forth to the contrary in this Agreement, all other terms of the Lease, except for Paragraphs 5, 6, 8 and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%)9 of these Special Stipulations, Landlord or Tenant thereof shall apply to the American Arbitration Association (or any successor organizationRenewal Term. The "Base Year" with respect to the Renewal Term, for purposes of Paragraph 1.7(c) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration AssociationLease, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have calendar year during which the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within Renewal Term commences. Within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day commencement of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an enter into a written amendment to this Lease evidencing any extension setting forth the new Expiration Date of the Term pursuant Lease and the Base Rental in effect during the Renewal Term. This Renewal Option is personal to this Exhibit, but no such amendment Tenant and shall be necessary in order to make become null and void upon the provisions occurrence of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) an assignment of this Lease or Tenant's right to possession a sublet of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease all or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibiteither with or without the consent of Landlord. Further, time being of the essence with respect as a condition to Tenant's ’s right to exercise thereofthis Renewal Option, (4) Landlord determines, Tenant shall be in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date occupancy of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development all of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. 37.01 Provided no Event of Default exists and that Tenant is occupying not in default hereunder beyond any applicable notice and/or cure periods, and subject to any rights Conde may have with respect to the Premises, on (i) the date Tenant delivers to Landlord the Election Notice and (ii) the expiration date of the Term (it being understood that Landlord may waive any of such conditions in its sole discretion), Tenant shall have the option to renew the Term (the "Renewal Option") with respect to the entire Premises at the time of such election, Tenant may renew this Lease for the Renewal Term, by delivering written notice of the exercise thereof to Landlord nine one (91) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate additional five (5) year term (the "Prevailing Rental RateRenewal Term") at commencing on the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during day after the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; Term and ending on the last day of the month immediately preceding the month in which occurs the fifth (c5th) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes anniversary of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement date of the Renewal Term, which shall thereupon become the Expiration Date of this Lease. The Renewal Option may be exercised by notice (the "Election Notice") to Landlord delivered no earlier than twenty-four (24) months and no later than the date that is twelve (12) months prior to the final day of the Term. The annual Fixed Rent for the Renewal Term shall be equal to one hundred percent (100%) of the annual fair market rental value of the Premises determined pursuant to the provisions of Sections 37.03 and 37.04 hereof. Notwithstanding anything herein to the contrary, if Tenant (or an Affiliate, Subsidiary or Parent Company thereof) executes and delivers a lease with respect to an alternative location intending to relocate all or substantially all of Tenant's employees from the Building at any time before the date that is twenty four (24) months prior to the Expiration Date, Tenant's right to exercise the Renewal Option and this Article 37 shall immediately be null and void and of no further force or effect. Tenant agrees upon request of Landlord to promptly confirm the foregoing in writing, but failure to do so by Tenant shall not operate to revive any rights of Tenant under this Article 37. 37.02 Notwithstanding anything herein to the contrary, the Renewal Option may not be exercised by Tenant unless the named Tenant herein (i.e., Progenics, Inc.), or any Tenant Entity, is the Tenant hereunder and is actually occupying (i.e., exclusive of any subtenants) seventy percent (70%) of the Premises at the time of the delivery by Tenant of the Election Notice and on the expiration date of the initial term. If the foregoing condition shall not be fully satisfied, then at Landlord's option Tenant's Election Notice shall be null and void and of no force or effect and Tenant shall have no further right to renew this Lease pursuant to the terms of this Article 37. 37.03 This Lease, as so extended during the Renewal Term, shall be upon the same terms and conditions as contained in this Lease, except that (i) the annual Fixed Rent for the Renewal Term shall be equal to one hundred percent (100%) of the annual fair market rental value of the Premises, determined in the manner set forth in this Article 37 as of the commencement date of the Renewal Term, it being understood that such fair market value shall be based upon Landlord's determination then determined rentable square footage of the Prevailing Rental Rate ("Landlord's Determination"); Premises, which determination shall be made using the same methodology that Landlord is using at that time were it to offer the Premises on the open market to third parties; (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant Premises shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate (delivered in its then "Tenant's Determination") as determined by an independent real estate appraiser; AS IS" condition; (iii) Landlord shall give not be required to do any work to the Premises or to provide any work allowance or fixed rent abatement period or concession in connection with Tenant's continued occupancy of the Premises; (iv) Tenant notice shall continue to pay Recurring Additional Rent as set forth in Article 4 hereof with respect to the Premises,; and ("Landlord's Notice"v) the fact that this Lease shall not contain any further Renewal Option. For purposes of this Article 37, the fair market rental value of the Premises shall be determined by taking into consideration the following factors (together with the terms of clauses (i) through (v) above): (a) the rental value for a direct lease of space of similar size and comparable condition in any first class office building located in Manhattan south of Xxxxxxxx Street for a term of five (5) years and (b) any other then relevant factors (which factors are subject in all events to the other express terms of this Article). 37.04 The exercise of the Renewal Option shall only be effective upon, within twenty and in strict compliance with, the following terms and conditions: (20a) days after delivery The Renewal Option must be exercised in the manner (and no later than the date) specifically set forth herein or the Renewal Option shall be deemed waived and all of Tenant's Determinationrights with respect thereto shall wholly cease, of whether Landlord accepts or disputes Tenant's Determinationterminate and expire. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord Time shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses essence in connection with any arbitration the exercise of the Renewal Option and the delivery of the Election Notice hereunder, including . If Tenant shall fail to timely deliver the expenses and fees of any appraiser selected by it Election Notice in accordance with the terms hereof. The unsuccessful party of this Article 37, Tenant shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character have no further right to renew this Lease pursuant to the Building. The appraisers terms of this Article 37 and Tenant agrees upon request of Landlord to confirm such non-exercise in writing, but failure to do so by Tenant shall not have the power operate to add to, modify or change revive any rights of the provisions of Tenant under this LeaseArticle 37. (vb) If Landlord and Tenant shall seek to agree as to the final determination amount of the Prevailing Rental Rate fair market rental value of the Premises, taking into consideration the factors set forth in this Article 37. If Landlord and Tenant shall not be made on or before agree as to the first day annual fair market rental value thereof by the later to occur of (a) the date which is three (3) months after the Election Notice is given and (b) seven (7) months prior to the commencement date of the Renewal Term, pending such final determinationthen each of Landlord and Tenant, Tenant shall continue on the date which is the later to pay, as occur of (i) the Basic Rent for date which is four (4) months after the Election Notice is given and (ii) six (6) months prior to the commencement date of the Renewal Term, an amount equal to simultaneously shall meet at Landlord's Determination office and exchange Arbitration Notices (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determinationas defined below), which amount and in such event said annual fair market rental value with respect to the Premises shall be determined by arbitration in all events be a single proceeding with three (3) arbitrators in addition to all Additional Rent payable under accordance with the terms provisions of this Lease. IfArticle 37, based upon except that the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for arbitrators so specified in such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess Arbitration Notices shall be refunded by Landlord to Tenant within licensed real estate brokers, managers or appraisers doing business in Manhattan south of 00xx Xxxxxx and having not less than ten (10) business days following years' active experience as real estate brokers of office space or managers or appraisers of office buildings and leased office space in Manhattan south of Xxxxxxxx Street. In making their determinations, the final determination of Basic Rent. arbitrators shall (via) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of determine the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion annual fair market rental value of the Premises, (3b) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include consider only the following items: (a) Interior core improvements, including first floor main lobby, men's criteria set forth in Section 37.03 hereof and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around follow the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as directions set forth in this Exhibit, Tenant accepts Article 37 and (c) calculate the annual fair market rental value with respect to the Premises on a fixed rent with percentage annual increases basis by selecting either the fair market rental value proposed by Landlord or the fair market rental value proposed by Tenant in their respective Arbitration Notices (i.e., so-called "AS-ISbaseball" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlordarbitration). 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Tenant shall have two (2) options (the “Renewal Options”) to extend the Term for a period of five (5) years (each, a “Renewal Term”, and respectively the “First Renewal Term” and the “Second Renewal Term”). Each Renewal Term (i) must be exercised, if at all, as to the entire Premises subject to this Lease as of the Commencement Date (unless reduced pursuant to condemnation) and (ii) will be void if this Lease has previously expired or terminated with respect to any part of the Premises leased by Tenant hereunder as of the Commencement Date (other than as a result of condemnation), or if the Premises then leased by Tenant hereunder shall be less than 100% of the Premises as of the Commencement Date. Each Renewal Option shall be void if an Event of Default exists and by Tenant is occupying the entire Premises exists, either at the time of such election, Tenant may renew this Lease for exercise of the applicable Renewal Option or the time of commencement of the applicable Renewal Term. Each Renewal Option must be exercised, if at all, by delivering written notice of the exercise thereof from Tenant to Landlord nine given not less than twelve (912) months before prior to the expiration of the Term (in the case of the First Renewal Term), and not less than twelve (12) months prior to the expiration of the First Renewal Term (in the case of the Second Renewal Term). The Basic Rent payable for each month during such extended For the avoidance of doubt, the Second Renewal Term shall be void unless the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to First Renewal Option shall be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Termtimely exercised by Tenant. The Each Renewal Term shall be upon the same terms, covenants terms and conditions as the original Term, except that the Base Rent applicable to the relevant Renewal Term shall be equal to the greater of (i) Base Rent payable under this Lease as shall be in effect for the full year immediately prior to preceding the renewal, except that: effectiveness of that Renewal Term or (aii) Basic Prevailing Market Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day commencement of that Renewal Term, as determined pursuant to Exhibit C. As a condition to the exercise and the effectiveness of the Renewal Term; (c) Option, Tenant shall be required to modify the Letter of Credit so that the Letter of Credit will have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior a face amount equal to the commencement Required Amount and otherwise meet the requirements of Section 4.7 with respect to the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Term as extended by Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its ’s exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or The Renewal Option is personal to Tenant fails or refuses to give Tenant's Notice, Tenant and shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give inapplicable and null and void if Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay assigns its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable interest under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, (including an “Assignment” as defined in Section 15.1 but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal excluding short-term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsSubleases contemplated by Section 15.11). (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event of Default exists and Tenant is occupying In the entire Premises at event that Sublessor determines that it will -------------- exercise the time of such election, Tenant may renew this Lease for the Renewal Term, by delivering written notice option to extend set forth in Section 11.13 of the exercise thereof to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term Lease, Sublessor shall be the prevailing rental rate so advise Sublessee in writing (the "Prevailing Rental RateExtension Notice") at on or before August 1, 1998, and Sublessee shall advise Sublessor whether or not it wishes to renew this Sublease for the commencement period of extension of the Main Lease by giving written notice to Sublessor on or before September 1, 1998 (the "Response Notice"). A failure to respond by Sublessee shall be deemed to be notice that Sublessee does not wish to extend the term of this Sublease. Prior to giving such Extension Notice, Sublessor shall contact Landlord and use reasonable efforts to attempt to agree with Landlord as to the Fair Rental Value, as defined in the Lease, for the extension term. If the Fair Rental Value has been so agreed, Sublessor shall advise Sublessee in the Extension Notice of such agreement and, if it has not been agreed, Sublessor shall indicate, without having any liability for such information to Sublessee, what rental levels, if any, have been suggested by Landlord and, based solely on inquiry of at least one commercial real estate broker, what it has been advised is a fair market rent. If Sublessee gives Sublessor an affirmative Response Notice, Sublessor shall have by the giving of such notice extended Term, for renewals the term of space of equivalent quality, size, utility and location, with this Sublessee (subject to Sublessor's ability to consummate the length extension of the extended Term and Main Lease) upon the credit standing financial terms on which the Main Lease is extended. Nothing herein shall be deemed to preclude Sublessor from negotiating a new lease with Landlord subject to the provisions of Tenant the next succeeding sentence, below. Whether or not Sublessor undertakes to be taken into accountextend the Lease, or to terminate, or to negotiate a new lease, Sublessor shall not rent or otherwise occupy the Subleased Premises if Sublessee indicates to Sublessor in writing on or before September 1, 1998 that it wishes to remain in such premises after the term hereof; providedexcept, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior if Sublessee has given or been deemed to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish give a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current conditionnegative Response Notice, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and Sublessor nevertheless extends the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise Section 11.13 thereof, (4) Landlord determinesSublessor may rent, in its sole but reasonable discretionoccupy, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Leasesublet, or (5) an Event of Default exists at otherwise lease and control the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Subleased Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event A. Tenant shall have the right to extend the Term (the “Renewal Option”) for one additional period of Default exists five (5) years commencing on the day following the Termination Date of the initial Term and Tenant is occupying ending on the entire Premises at fifth (5th) anniversary of the time of such election, Tenant may renew this Lease for Termination Date (the “First Renewal Term, by delivering written ”) if: 1. Landlord receives notice of the exercise thereof (“Initial Renewal Notice”) not less than twelve (12) full calendar months prior to Landlord nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended initial Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less not more than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery full calendar months prior to the expiration of Tenant's Determination, the initial Term; and 2. Tenant is not in default under the Lease beyond any applicable cure periods at the time that Tenant delivers its Initial Renewal Notice or at the time Tenant delivers its Binding Notice; and 3. No part of whether Landlord accepts the Premises is sublet at the time that Tenant delivers its Initial Renewal Notice or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's at the time Tenant delivers its Binding Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver unless the Premises are sublet to Tenant’s parent, within affiliates or any wholly-owned subsidiary; and 4. The Lease has not been assigned prior to the date that Tenant delivers its Initial Renewal Notice or prior to the date Tenant delivers its Binding Notice, unless the Lease has been assigned to Tenant’s parent, affiliates or any wholly-owned subsidiary. B. The initial Base Rent rate per rentable square foot for the Premises during the Renewal Term shall equal the Prevailing Market (hereinafter defined) rate per rentable square foot for the Premises. C. Tenant shall pay Additional Rent (i.e. Tenant’s Pro Rata Share of Taxes and Expenses) for the Premises during the Renewal Term in accordance with Article IV of the Lease. D. Within thirty (30) days after receipt of Tenant's ’s Initial Renewal Notice, Landlord's determination Landlord shall advise Tenant of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiserapplicable Base Rent rate for the Premises for the Renewal Term. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation on which Landlord advises Tenant of the Third Appraiserapplicable Base Rent rate for the Renewal Term, choose shall either () give Landlord final binding written notice (“Binding Notice”) of Tenant’s exercise of its option, or (ii) if Tenant disagrees with Landlord's Second Determination ’s determination, provide Landlord with written notice of rejection (the “Rejection Notice”). If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such fifteen (15) day period, Tenant's Determination, and such choice ’s Renewal Option shall be conclusive null and binding upon void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and TenantTenant shall enter into the Renewal Amendment upon the terms and conditions set forth herein. Each party If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall pay its own counsel fees work together in good faith to agree upon the Prevailing Market rate for the Premises during the Renewal Term. Upon agreement Tenant shall provide Landlord with Binding Notice and expenses in connection with any arbitration hereunder, including Landlord and Tenant shall enter into the expenses and fees of any appraiser selected by it Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within thirty (30) days after the date on which Tenant provides Landlord with a Rejection Notice, Tenant’s Renewal Option shall be null and void and of no force and effect. E. If Tenant is entitled to and properly exercises its Renewal Option, Landlord shall prepare an amendment (the “Renewal Amendment”) to reflect changes in the Base Rent, Term, Termination Date and other appropriate terms. The unsuccessful party Renewal Amendment shall bear the costs and expenses be sent to Tenant within a reasonable time after receipt of the Third Appraiser. Any appraiser appointed hereunder Binding Notice and Tenant shall be execute and return the Renewal Amendment to Landlord within thirty (30) days after Tenant’s receipt of same, but an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day otherwise valid exercise of the Renewal TermOption shall, pending such final determinationat Landlord’s option, Tenant shall continue to pay, as the Basic Rent for be fully effective whether or not the Renewal TermAmendment is executed. F. For purposes hereof, an amount equal “Prevailing Market” shall mean the arms length fair market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space comparable to Landlord's Determination (orthe Premises in the Building and office buildings comparable to the Building in Central Perimeter Submarket of Atlanta, if Landlord Georgia. The determination of Prevailing Market shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under take into account any material economic differences between the terms of this LeaseLease and any comparison lease, such as rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final The determination of Basic Rent. (vi) Landlord and Tenant Prevailing Market shall promptly execute an amendment to this Lease evidencing also take into consideration any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All reasonably anticipated changes in the Work must receive Prevailing Market rate from the prior written approval of Landlord time such Prevailing Market rate is being determined and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any time such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes asPrevailing Market rate will become effective under this Lease.

Renewal Option. Provided no Event (a) If the term of Default exists this Lease shall then be in full force and Tenant is occupying effect, Lessee shall have the entire Premises at option to extend the time term of such election, Tenant may renew this Lease for a period of five (5) years (the “Renewal Term”) commencing on the day immediately following the Expiration Date, by delivering written provided however that Lessee shall give Lessor notice of its election to extend the term (the “Renewal Notice”) no earlier than fifteen (15) months prior to the Expiration Date nor later than twelve (12) months prior to the Expiration Date of the initial term. TIME BEING OF THE ESSENCE in connection with the exercise thereof of Lessee’s option pursuant to Landlord nine this Article. (9b) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions conditions, as herein set forth except for the Fixed Basic Rent (which shall be determined in the manner set forth below), and except that Lessee shall have no further right to extend the term of this Lease as shall be after the exercise of the single option described in effect immediately prior to the renewal, except that: paragraph (a) Basic Rent of this Section. If Lessee shall give the Renewal Notice, the Renewal Term shall be adjusted added to and become a part of the Term of this Lease (but shall not be considered a part of the initial Term), and any reference in this Lease to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which “Term of this Lease”, the “Term hereof”, or any similar expression shall be effective as of deemed to include such Renewal Term, and, in addition, the first term “Expiration Date” shall thereafter mean the last day of the such Renewal Term;. Lessor shall have no obligation to perform any alteration or preparatory or other work in and to the Premises and Lessee shall continue possession thereof in its “as is” condition. (c) Tenant If Lessee gives the Renewal Notice, the Fixed Basic Rent during the Renewal Term shall have no further renewal option unless expressly granted by Landlord in writing; andbe the fair market rent for the Premises. (d) Landlord If Lessee requests no earlier than fifteen (15) months prior to the Expiration Date, Lessor shall lease to Tenant advise Lessee in writing of Lessor’s determination of the fair market value of the Premises for the Renewal Term (as determined by Lessor in their then-current conditionits sole discretion) within thirty (30) days of such request. If Lessee so elects, Lessee may then give the Renewal Notice to Lessor and the Fixed Basic Rent for the Renewal Term shall be such amount identified by Lessor or such other amount that Lessee and Lessor may agree upon prior to Lessee giving its Renewal Notice. If Lessor and Lessee agree upon the Fixed Basic Rent to be paid by Lessee during the Renewal Term on or prior to the date that Lessee is required to deliver the Renewal Notice, the parties shall promptly execute an amendment to this Lease stating the Fixed Basic Rent for the Renewal Term. If Lessee fails to timely give the Renewal Notice, then this Article 55 shall be null and void and of no force or effect. In no event shall either party have any liability to the other if the parties cannot agree for any reason on the fair market rent for the Renewal Term. If Lessee fails to give the Renewal Notice on or before twelve (12) months prior to the Expiration Date, then this Article 55 shall be null and void and of no force and effect. (e) The option granted to Lessee under this Article 55 may be exercised only by Lessee, its affiliates, permitted successors and assigns, and Landlord not by any subtenant or any successor to the interest of Lessee by reason of any action under the Bankruptcy Code, or by any public officer, custodian, receiver, United States Trustee, trustee or liquidator of Lessee or substantially all of Lessee’s property. Lessee shall not provide have no right to Tenant exercise this option if at such time, Lessee has received notice of an event of default that remains uncured beyond any allowances (e.g.applicable grace period unless Lessee cures the default within the any applicable grace period. Notwithstanding the foregoing, moving allowanceLessee shall have no right to extend the term if, construction allowance, and at the like) or other tenant inducements. For the purposes time it gives notice of determining the Prevailing Rental Rate, the following procedures shall apply: its election (i) Landlord Lessee shall give Tenant not be in occupancy of substantially all of the Premises or (ii) the Premises (or any part thereof) shall be the subject of a sublease. If Lessee shall have elected to extend the term, such election shall be deemed withdrawn if, at any time after the giving of notice (the "Rent Notice") not later than one hundred eighty (180) days of such election and prior to the commencement of the Renewal Term, which Rent Notice Lessee shall set forth Landlord's determination of the Prevailing Rental Rate sublease ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (all or any successor organizationportion of) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists unless Lessor otherwise agreed at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorssaid sublease. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event of Default exists and 27.1 Tenant is occupying granted the entire Premises at right and option (the time "Renewal Option") to extend the term of such election, Tenant may renew this Lease for three (3) additional periods of three (3) years each, and if such renewal is effectively exercised, such renewal term (the "Renewal Term, by delivering written notice of the exercise thereof to Landlord nine (9") months before shall commence upon the expiration of the Term. The Basic Rent payable for each month during previous term of this Lease, provided that: (a) Each such extended Term shall option must be exercised, if at all, by notice from Tenant to Landlord given at least six (6) months prior to the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length expiration of the extended Term and the credit standing of Tenant to be taken into account; then current term, provided, however, that in no event Landlord shall remind Tenant that the Prevailing Rental Rate be less than Renewal Option deadline is approaching, eight (8) months prior to the rental rate in effect during the last year expiration of the Term. The Renewal Term shall be upon then current term; and (b) At the same termstime of exercising each such option, covenants and conditions of this Lease as shall be in full force and effect immediately prior and there shall exist no default by Tenant which remains uncured beyond any applicable period of grace. 27.2 In the event the foregoing options are effectively exercised, all the terms and conditions contained in this Lease shall continue to the renewal, apply except that: (a) Basic Rent There shall be adjusted no further right of renewal beyond the periods referred to the Prevailing Rental Rateabove; (b) Landlord will establish a new Expense Estimate which The Renewal Option shall be effective as apply to all (and not less than all) of the Demised Premises originally leased hereunder, plus any additional space leased by Tenant pursuant to any option contained herein or otherwise. (c) In the event Tenant shall have assigned this Lease or sublet all or any portion of the Demised Premises without Landlord's consent, this Renewal Option shall automatically expire and be null and void with respect to that portion of the Demised Premises so assigned or sublet; (d) The rental rate applicable to the Demised Premises during any Renewal Term, plus any additional space then leased pursuant to this Lease, shall equal the lesser of: the then "Market Rate" (as set forth below) of the Demised Premises, as adjusted from time to time in accordance with Article 3 hereof; or (b) $8.50 per rentable square foot during the first day year of the Renewal Term;, $9.00 per rentable square foot during the second year of the Renewal Term, and $9.50 per rentable square foot during the third year of the Renewal Term. Upon the determination of the Annual Fixed Rent during each Renewal Term, Landlord and Tenant shall enter into a revision of this Lease to set forth the amount of initial Annual Fixed Rent during the applicable Renewal Term. (ce) After notice provided by Landlord pursuant to Article 27.1(a), at least ten (10) days prior to the date that Tenant is required to notify Landlord of its intention to renew this Lease, Tenant shall first inform Landlord of its interest to renew. Landlord shall then notify Tenant of the Annual Fixed Rent which will be payable for the Renewal Term if Tenant elects to renew this Lease, within fifteen (15) days of the date of receipt of Tenant's notice. Tenant shall then have fifteen (15) days thereafter to advise Landlord if it does not agree to pay the Annual Fixed Rent set forth in the Landlord's notice, in which event, the Annual Fixed Rent shall be determined as otherwise provided herein below, or Tenant shall elect not to renew this Lease. If Tenant fails to notify Landlord of its nonacceptance of the Annual Fixed Rent within the prescribed time period, Tenant shall be deemed to have agreed to pay the Annual Fixed Rent and to exercise its option to renew this Lease. 27.3 In the event Tenant fails to exercise the foregoing options in the manner and within the time periods set forth herein, this Lease shall automatically terminate at the end of the then current term, this Renewal Option shall lapse and Tenant shall have no further renewal right or option unless expressly granted by Landlord in writing; andto extend the term of this Lease. (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate27.4 As used herein, the following procedures "Market Rate" of the Demised Premises shall apply: (i) Landlord shall give Tenant notice (mean and equal the "Rent Notice") not later than one hundred eighty (180) days prior to then fair market rental rate for the commencement Building for new leases of comparable space which commence during the calendar year in which the Commencement Date of the Renewal Term, which Rent Notice Term occurs. The Operating Expense Allowance shall set forth Landlord's determination of be the Prevailing Rental allowance applicable to such Market Rate. In the event Landlord and Tenant are not able to agree on the Market Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery Tenant notifies Landlord of its election to extend the Rent NoticeLease Term, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its Market Rate shall be determined as follows: (a) Within fifteen (15) days following the exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Landlord and Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's (i) each notify the other in writing of their determination of the Prevailing Rental Market Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate Demised Premises, and ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%ii) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance provide Landlord with the then-prevailing rules, regulations and/or procedures names and qualifications of the American Arbitration Association, and if the American Arbitration Association three (or any successor organization3) shall be unable or unwilling appraisers who are acceptable to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten MAI certified and have a minimum of five (105) years experience in the same geographical area as that in which the Demised Premises is located and in real estate leasing and valuation appraisal with respect to real estate which is of properties which are a similar in character kind to the BuildingDemised Premises. The appraisers Landlord shall not have the power to add to, modify or change any within fifteen (15) days thereafter select one of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, three (3) appraisers and shall notify Tenant fails to timely exercise in writing of its option under this Exhibit, time being selection. The parties shall share equally the cost of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsappraiser. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for the Renewal Termup to three (3) additional periods of five (5) years, by delivering written notice of the exercise thereof to Landlord nine (9) months on or before 180 days before the expiration of the Term, as the same may be extended hereby. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "“Prevailing Rental Rate") ”), at the commencement of such extended Term, for renewals of space in buildings of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided. Within 30 days after receipt of Tenant’s notice to renew, however, that in no event Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate be less than the rental rate in effect during the last year and shall advise Tenant of the Term. The Renewal Term shall be upon required adjustment to Basic Rent, if any, and the same terms, covenants other terms and conditions offered. Tenant shall, within ten days after receipt of this Lease as shall be Landlord’s notice, notify Landlord in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to writing whether Tenant accepts or rejects Landlord’s determination of the Prevailing Rental Rate; (b) . If Tenant timely notifies Landlord will establish a new Expense Estimate which shall be effective as that Tenant accepts Landlord’s determination of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Termthen, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day commencement date of the Renewal extended Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of extending the Term pursuant to this Exhibit, but no such amendment shall be necessary on the same terms provided in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and except as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following itemsfollows: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event (a) Tenant shall have an option (the "First Renewal Option") to renew the Term with respect to all (but not less than all) of Default exists and the Premises demised under or pursuant to this Lease as of the expiration date of the initial Term, for one additional term (the "First Renewal Term") of five (5) years. (b) If Tenant is occupying exercise the entire Premises at the time of such electionFirst Renewal Option, Tenant may shall have an additional option (the "Second Renewal Option") to renew the Term with respect to all (but not less than all) of the Premises demised under or pursuant to this Lease for as of the expiration date of the First Renewal Term, by delivering for one additional Term (the "Second Renewal Term") of five (5) years. (c) It shall be conditions of Tenant's exercise of each of the First Renewal Option and the Second Renewal Option (each, a "Renewal Option"), that: (i) Tenant shall give Landlord written notice of Tenant's election to exercise the exercise thereof to Landlord Renewal Option not later than nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewalexpiration date of the initial Term or the First Renewal Term (each, except that:"Renewal Term"), as applicable. (aii) Basic Rent shall If (i) Landlord is obligated to perform any leasehold improvements work in the Premises during the Renewal Term or to give Tenant any allowance for any such work or any other purposes and (ii) Tenant's most recent financial statements (which may be adjusted Tenant's annual report, if Tenant's stock is traded on a public securities exchange) reveal either (I) Tenant's market capitalization is less than $200,000,000 or (II) the ratio of Tenant's debts to the Prevailing Rental Rate;value of its tangible assets is greater than 65:100, then Tenant shall promptly deliver a LOC to Landlord in the LOC Amount, as described in Paragraph 24, as if the entire Premises during the Renewal Term were a Space (and Landlord shall not be obligated to perform such work or disburse such allowance until Tenant has delivered such LOC); and (biii) Landlord will establish a new Expense Estimate which shall be effective as Tenant is not in Default under this Lease, either on the date Tenant exercises the Renewal Option or on the expiration date of the first day initial Term of the First Renewal Term, as applicable, and this Lease is in full force and effect of the date on which Tenant exercises the Renewal Option and on the proposed commencement date of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event Tenant shall have the right to extend the term of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for the Renewal respective Extension Term (hereafter defined) upon and subject to the following terms and conditions: so long as there has not occurred an Event of Default, Tenant may extend this Lease for two (2) extension terms (each, an "Extension Term") of five (5) years each by Tenant giving written notice thereof (an "Extension Notice") to Landlord, by delivering written notice of the exercise thereof to Landlord no later than nine (9) months before prior to the expiration of the initial Term, or Extension Term, as the case may be. The Basic Rent payable for each month during Within thirty (30) days after the Extension Notice, Landlord shall advise Tenant in writing of Landlord's determination of the Fair Market Value Rate (such extended Term notice being referred to herein as a "Fair Market Value Notice"). Upon receipt of a Fair Market Value Notice from Landlord, Landlord and Tenant shall be endeavor to agree upon the prevailing rental rate Fair Market Value Rate within thirty (30) days (the "Prevailing Rental RateRate Determination Period") at the commencement after Tenant's receipt of such Fair Market Value Notice. If Landlord and Tenant fail to agree upon the Fair Market Value Rate by the expiration of the Rate Determination Period, Tenant shall have the option to (i) rescind Tenant's Extension Notice, in which event the Lease shall not be extended beyond the current Initial Term or Extended Term, for renewals of space of equivalent qualityas the case may be, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted rights hereunder, or (ii) accept the Fair Market Value Rate provided by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducementsFair Market Value Notice. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), election must be made within thirty (30) days after delivery following expiration of the Rent Notice, stating whether Tenant accepts or disputes Rate Determination Period (the Landlord's Determination or whether Tenant desires to terminate its exercise of "Election Deadline"). In the Renewal Option. If Tenant's Notice accepts Landlord's Determination or event Tenant fails or refuses to give Tenant's Noticemake such election in writing prior to Election Deadline, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of elected to renew the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within thirty (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rent. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1ii) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsabove. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided no Event of Default exists and Tenant is occupying shall have the entire Premises right to extend the Term (the “Renewal Option”) with respect to all space leased by Tenant at the time of such election, Tenant may renew this Lease Tenant’s Renewal Notice (as defined below) for one (1) additional period of five (5) years commencing on the day following the Termination Date of the initial Term and ending on the fifth (5th) anniversary of the Termination Date (the “Renewal Term”), by delivering provided (i) Landlord receives written notice of exercise of the exercise thereof to Landlord Renewal Option (“Tenant’s Renewal Notice”) not less than nine (9) months before and not more than twelve (12) months prior to the expiration of the initial Term, (ii) Tenant has not been in default of any of its Rent obligations under this Lease or in material default under any other terms of this Lease beyond any applicable cure periods during the twelve (12)-month period prior to the time that Tenant delivers its Tenant’s Renewal Notice or during the twelve (12)-month period prior to the time Tenant delivers its Binding Notice (hereinafter defined), and (iii) Tenant executes and returns the Renewal Amendment (hereinafter defined) within thirty (30) days after its submission to Tenant, provided the Renewal Amendment contains only those terms relating to Tenant’s exercise of the Renewal Option. The Basic Rent payable for each month during such extended Term rights contained in this Section 3.4 shall be personal to the prevailing rental rate original Tenant executing this Lease (“Original Tenant”) or an assignee pursuant to a Permitted Transfer, and may only be exercised by the "Prevailing Rental Rate") at the commencement Original Tenant or an assignee pursuant to a Permitted Transfer. All references in this Section 3.5 to “Tenant” shall mean and refer to “Original Tenant” or a transferee pursuant to a Permitted Transfer. 3.5.1. The terms and conditions of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect this Lease during the last year of the Term. The Renewal Term shall be upon on the same terms, covenants and conditions of as provided for in this Lease as shall be in effect immediately prior to during the renewalinitial Term, except that: (a) Basic that the Base Rent shall be adjusted to rate per rentable square foot for the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of Premises during the Renewal Term; Term shall equal the Fair Market Rental Rate (chereinafter defined) per rentable square foot for the Premises, and Tenant shall not be entitled to any tenant improvement allowance or any other concessions that may have no further renewal option unless expressly granted by Landlord been applicable during the initial Term (except as otherwise may be included in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Fair Market Rental Rate ("Landlord's Determination"Rate); (ii) Tenant shall give Landlord notice ("Tenant's Notice"). Accordingly, within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Noticefor example, Tenant shall be deemed continue to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination pay Additional Base Rent (i.e. Operating Expenses and Real Estate Taxes) for the Premises during the Renewal Term in accordance with Article 5 of the Prevailing Lease (except that the Base Year shall be the calendar year in which the Renewal Term commences), but such payments shall be taken into account when determining Fair Market Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser;provided below. (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination3.5.2. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, within Within thirty (30) days after receipt of Tenant's ’s Renewal Notice, Landlord shall advise Tenant of Landlord's ’s estimate of the applicable Base Rent rate for the Premises for the Renewal Term. Tenant, within ten (10) Business Days after the date on which Landlord advises Tenant of its estimate of the applicable Base Rent rate for the Renewal Term, shall either (i) give Landlord final binding written notice (“Binding Notice”) of Tenant’s exercise of its option, or (ii) if Tenant disagrees with Landlord’s determination, provide Landlord with written notice of rejection (the “Rejection Notice”) accompanied by Tenant’s determination of the Prevailing Fair Market Rental Rate ("Landlord's Second “Tenant’s Rent Determination"”), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such ten percent (10%) or lessBusiness Day period, the Basic Rent Tenant’s Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter into the average Renewal Amendment upon the terms and conditions set forth herein. If Tenant provides Landlord with a Renewal Rejection Notice without a Tenant’s Rent Determination, Tenant’s Renewal Option shall be null and void and of Landlord's Second Determination no further force and effect. If Tenant provides Landlord with a Rejection Notice and Tenant's ’s Rent Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or and Tenant shall apply work together in good faith to agree upon the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (Fair Market Rental Rate for Base Rent for the "Third Appraiser") in accordance Premises during the Renewal Term. Upon agreement, Tenant shall provide Landlord with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, Binding Notice and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party Tenant shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including enter into the expenses and fees of any appraiser selected by it Renewal Amendment in accordance with the terms and conditions hereof. The unsuccessful party Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Fair Market Rental Rate for Base Rent for the Premises within ten (10) Business Days after the date on which Tenant provides Landlord with a Rejection Notice and Tenant’s Rent Determination, the provisions of Section 3.4.3 below shall bear apply. 3.5.3. Within ten (10) days after the costs and expenses expiration of 10-Business Day period referenced in the Third Appraiser. Any appraiser appointed hereunder last sentence of Section 3.5.2 above, each party, by giving notice to the other party, shall be an independent appoint a real estate appraiser who is a current member of the American Institute of Real Estate Appraisers or a licensed real estate broker, with at least ten (10) years of experience in leasing and valuation of properties which are similar in character appraising or assessing office space comparable to the BuildingPremises in the Aliso Viejo, Irvine Spectrum and Orange County airport areas of Orange County, California to determine the Fair Market Rental Rate for Base Rent. If the two (2) appraisers are unable to agree on the Fair Market Rental Rate for the Renewal Term within twenty (20) days, they shall select a third appraiser or licensed broker meeting the qualifications stated in this Section within five (5) days after the last day the two (2) appraisers/brokers are given to set the Fair Market Rental Rate for the Renewal Term. The appraisers third appraiser/broker, however selected, shall be a person who has not have previously acted in any capacity for either party. Within twenty (20) days after the power to add to, modify or change any selection of the provisions third appraiser/broker, a majority of this Lease. the appraisers/brokers shall set the Fair Market Rental Rate for the Renewal Term. If a majority of the appraisers/brokers is unable to set the Fair Market Rental Rate within the twenty (v20) If day period, the final two (2) closest appraisals/assessments shall be added together and their total divided by two (2). The resulting quotient shall be the Fair Market Rental Rate for the Renewal Term. Each party shall be responsible for the costs, charges and fees of the appraiser/broker appointed by that party plus one-half of the cost of the third appraiser/broker. At any time before the decision of an appraiser/broker is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed Fair Market Rental Rate. The fees of the appraiser(s)/broker(s) shall be shared equally by Landlord and Tenant. Upon determination of the Prevailing Fair Market Rental Rate shall not be made on or before the first day of applicable to the Renewal Term, pending such final determinationLandlord and Tenant shall enter into the Renewal Amendment upon the terms and conditions so determined. 3.5.4. If Tenant is entitled to and properly exercises its Renewal Option, Landlord shall prepare an amendment (the “Renewal Amendment”) to reflect changes in the Base Rent, Term, Termination Date, Base Year (if applicable), tenant improvement allowance (if applicable), rent abatement (if applicable), and other appropriate terms. The Renewal Amendment shall be sent to Tenant within five (5) Business Days after receipt of the Binding Notice. Tenant shall be entitled to review same for compliance with this Lease. If accurate, Tenant shall continue to pay, as the Basic Rent for execute and return the Renewal TermAmendment to Landlord in the time frame required under this Section 3.5. 3.5.5. For purpose hereof, an amount equal “Fair Market Rental Rate” shall mean the arms length fair market annual rental rate per rentable square foot under new and renewal leases and amendments entered into on or about the date on which the Fair Market Rental Rate is being determined hereunder for space reasonably comparable to Landlord's Determination the Premises in the Aliso Viejo, Irvine Spectrum and Orange County airport areas of Orange County, California (or, if Landlord “Market Area”). The determination of Fair Market Rental Rate shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under take into account any material economic differences between the terms of this LeaseLease and any comparison lease, such as rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final The determination of Basic Rent. (vi) Landlord Fair Market Rental Rate shall also take into consideration any reasonably anticipated changes in the Fair Market Rental Rate from the time such Fair Market Rental Rate is being determined and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no time such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights Fair Market Rental Rate will become effective under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at such as increases in the time of exercise Base Rent over the term of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floorsLease. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. (a) Provided no Event of Default exists and Tenant is occupying not in default hereunder beyond the entire Premises at the time giving of such electionnotice and expiration of applicable grace periods expressly provided for in this Lease and this Lease shall be in full force and effect, Tenant may shall have the right to renew this the term of the Lease for an additional five (5) year term (the “Renewal Term, by delivering Option”) provided that Tenant shall have given written notice of (the exercise thereof “Renewal Notice”) to Landlord in accordance with Article 26, which Renewal Notice shall have been received by Landlord not less than nine (9) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent Expiration Date. Time shall be adjusted of the essence as to the Prevailing Rental Rate;giving of the Renewal Notice. If Tenant shall fail to exercise its Renewal Option by delivering the Renewal Notice, in strict conformance with the terms of this Article, this provision shall be deemed deleted from this Lease and of no further force and effect and Tenant shall have no option to renew or extend the term of this Lease. (b) Landlord will establish a new Expense Estimate which If Tenant shall exercise the Renewal Option in accordance with the provisions of this Article, this Lease shall be effective renewed for such renewal term upon all the terms, covenants, and conditions contained in the Lease, except that (i) the Base Rent shall be the fair annual market rental value (the “Fair Market Value”) of the Premises on the last day of the Term of this Lease, determined as provided in accordance with subparagraphs (c) and (d) of this Article, but in no event less than the Base Rent in effect on the date preceding the first day of the Renewal Term; first or second renewal term, as the case may be, and (cii) the Expiration Date shall be deemed extended accordingly. Tenant shall have no further renewal right or option unless expressly granted by to renew this Lease or the term hereof. (c) If Tenant has fully complied with subparagraph (a) of this Article, Landlord in writing; andshall furnish Tenant with its initial determination of the Fair Market Value, within forty-five (45) days of Landlord’s receipt of the Renewal Notice from Tenant. (d) Landlord If Tenant shall lease to Tenant dispute the Premises in their then-current conditionFair Market Value proposed by Landlord, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall apply: (i) Landlord shall give Tenant notice (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the Renewal Term, which Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination"); (ii) Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice"), within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to Tenant, such dispute within thirty (30) days after receipt of Tenant's NoticeLandlord’s proposal, Landlord's determination of and any such dispute, if not resolved between the Prevailing Rental Rate parties within fifteen ("Landlord's Second Determination")15) days thereafter, as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be settled by arbitration in accordance with the average rules and regulations then obtaining of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) its successor. The cost of such arbitration shall be borne equally by Landlord and Tenant, and, until finally determined, the Base Rent subsequent to designate a third independent real estate appraiser (the "Third Appraiser") expiration of the term of this Lease, shall be equal to the greater of the Fair Market Value proposed by Landlord or the Base Rent in effect on the last day of the initial term of this Lease. The determination rendered in accordance with the then-prevailing rules, regulations and/or procedures provisions of the American Arbitration Association, and if the American Arbitration Association this subparagraph (or any successor organizationd) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive final and binding upon in fixing the Fair Market Value. If, as a result of such determination, there shall have been an overpayment in the Base Rent, Landlord and Tenantshall credit the amount thereof against subsequent payments of Base Rent. Each party If, as a result of such determination, there shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determinationbeen a deficiency, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, pay the amount of such excess shall be refunded by thereof to Landlord to Tenant within ten (10) business days following the final determination of Basic Rentafter such determination. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. A. Provided no Event that (i) a default as described in Section 7.1 of Default exists the Lease shall not have occurred and be continuing beyond any applicable cure period on the day on which Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for purports to exercise the Renewal Term, by delivering written notice of the exercise thereof to Landlord nine Option (9defined below) months before the expiration of the Term. The Basic Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate") at the commencement of such extended Term, for renewals of space of equivalent quality, size, utility and location, with the length of the extended Term and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect during the last year of the Term. The Renewal Term shall be upon the same terms, covenants and conditions of this Lease as shall be in effect immediately prior to the renewal, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of or on the first day of the Renewal Term; Term (cas defined below), and (ii) the Tenant named herein or a Tenant Affiliate is actually occupying the entire Premises as of each of said dates, Tenant shall have no further renewal the option unless expressly granted by Landlord in writing; and (d“Renewal Option”) Landlord shall lease to Tenant renew the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances Term of this Lease for one (e.g., moving allowance, construction allowance, and the like1) or other tenant inducements. For the purposes additional period of determining the Prevailing Rental Rate, the following procedures shall apply: five (i5) Landlord shall give Tenant notice years (the "Rent Notice") not later than one hundred eighty (180) days prior to the commencement of the “Renewal Term”), which unless sooner terminated as provided in this Lease, subject to all the terms of this Lease except for the change in Fixed Rent Notice shall set forth Landlord's determination of the Prevailing Rental Rate ("Landlord's Determination");as provided below. (ii) B. Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option, if at all, by giving written notice (“Notice to Renew”) of exercise to Landlord no later than nine (9) months prior to expiration of the Term. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Noticesuch notice to Landlord within such time, Tenant shall be deemed to have accepted Landlord's Determinationwaived the right to exercise the Renewal Option. If Upon Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination ’s exercise of the Prevailing Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("Landlord's Notice")Renewal Option, within twenty (20) days after delivery of Tenant's Determination, of whether Landlord accepts or disputes Tenant's Determination. If Landlord's Notice accepts Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice, Landlord the Term shall be deemed to have accepted Tenant's Determinationinclude the Renewal Term. C. The annual Fixed Rent payable during the Renewal Term shall be the fair market rent for comparable first class office space in effect in the 128 Office market on the commencement date of the Renewal Term (the “Fair Market Rent”). If Landlord's The determination of Fair Market Rent (whether such determination is made by Landlord and/or Tenant or the brokers referenced herein) shall take into account factors such as (but not limited to) the rental rate currently required to be paid by Landlord for space at the Property, the term of the lease, the base year for operating expenses and taxes, brokerage commissions, the then condition of the applicable space and the level of any inducements being offered. D. The Fair Market Rent shall be determined as follows: (1) Within fifteen (15) calendar days after receipt of a Notice disputes Tenant's Determinationto Renew, Landlord shall deliver furnish Tenant with Landlord’s estimate of Fair Market Rent (“Landlord’s Rent Estimate”). (2) Within fifteen (15) calendar days after receipt of Landlord’s Rent Estimate, Tenant shall respond and specify whether and the extent to Tenantwhich Tenant disputes Landlord’s Rent Estimate. (3) If Tenant disputes Landlord’s Rent Estimate, within Tenant and Landlord shall negotiate in good faith for an additional thirty (30) calendar days to reach agreement on the Fair Market Rent. (4) If Tenant and Landlord shall not have reached agreement as to the Fair Market Rent by the date which is ninety (90) calendar days after the receipt of Tenant's Notice, Landlord's determination by Landlord of the Prevailing Rental Rate Notice to Renew, Landlord and Tenant, within ten ("Landlord's Second Determination")10) calendar days after the expiration of such ninety (90) calendar day period, as determined by an independent shall each select a real estate appraiserbroker affiliated with a major Boston commercial real estate brokerage firm and having at least fifteen (15) years’ experience in the field with office properties similar to the Building in the Boston area to determine the Fair Market Rent. If Landlord's Second Determination exceeds Tenant's Determination The two selected brokers shall within fourteen (14) calendar days appoint a third broker having the qualifications described above (the “Third Broker”). Each party shall pay the fees and expenses of the broker it selected and the fees and expenses of the Third Broker shall be borne equally by both parties. (5) Within thirty (30) calendar days after the selection of the Third Broker, the brokers shall determine the Fair Market Rent. In the event that the brokers have not agreed upon the Fair Market Rent within such thirty (30) day period, each broker shall simultaneously deliver, within ten percent (10%) or lesscalendar days, a written appraisal of the Basic Fair Market Rent to Landlord and Tenant, and the Fair Market Rent shall be the average of Landlord's Second Determination and Tenant's Determination. the two closest appraisals. (6) If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) have failed to designate a third independent real estate appraiser (broker within the "Third Appraiser") in accordance with time period provided therefor above, then the then-prevailing rulesbroker which has been designated, regulations and/or procedures whether by Landlord or Tenant, shall alone make the determination of the American Arbitration AssociationFair Market Rent. If Tenant and Landlord have both designated brokers but the two brokers so designated do not agree upon and designate the third broker willing so to act within the time period provided therefor above, and if the American Arbitration Association (Tenant, the Landlord or any successor organization) shall be unable or unwilling either broker previously designated may request the Greater Boston Real Estate Board, Inc. to designate the Third Appraiserthird broker willing so to act and a broker so appointed shall, then either party may commence a legal proceeding to for all purposes, have the Third Appraiser same standing and powers as though such broker had been seasonably appointed by the brokers first appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation . In case of the Third Appraiserinability or refusal to serve of any person designated as a broker, choose either Landlord's Second Determination or Tenant's Determinationin case any broker for any reason ceases to be such, and a broker to fill such choice vacancy shall be conclusive and binding upon Landlord and appointed by the Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with Landlord, the terms hereof. The unsuccessful party shall bear broker first appointed or the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add tosaid Greater Boston Real Estate Board, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to payInc., as the Basic Rent for case may be, whichever made the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (10) business days following the final determination of Basic Rentoriginal appointment. (vi) Landlord and Tenant shall promptly execute an amendment to this Lease evidencing any extension of the Term pursuant to this Exhibit, but no such amendment shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following items: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as

Renewal Option. Provided Exhibit G to the Lease entitled “Option to Extend” is hereby amended to read as follows: a. Tenant shall have the one (1) time right to extend the existing Term of the Lease (the “Renewal Option”) for one (1) additional period consisting of five (5) years (the “Renewal Period”) commencing on the expiration of the existing Term (i.e., February 29, 2012); provided, however, that the Lease, as amended hereby, is in full force and effect, and there is no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for the Renewal TermOption is exercised or at the commencement of the Renewal Period. b. The Renewal Option shall be exercised by Tenant, if at all, by delivering delivery of written notice of the exercise thereof to Landlord nine (9the “Renewal Notice”) on or before the date which is six (6) months before prior to the expiration of the Term. The Basic Rent payable for each month during such extended Term If Tenant fails to timely deliver the Renewal Notice as set forth herein, Tenant shall be have waived the prevailing rental rate (Renewal Option and shall have no further right to extend the "Prevailing Rental Rate") at the commencement of such extended existing Term, for renewals of space of equivalent quality, size, utility . c. Landlord’s and location, with the length of the extended Term Tenant’s rights and the credit standing of Tenant to be taken into account; provided, however, that in no event shall the Prevailing Rental Rate be less than the rental rate in effect obligations during the last year of the Term. The Renewal Term Period shall be upon the same terms, covenants terms and conditions of this Lease as shall be are contained in effect immediately prior to the renewalLease, as amended hereby, except that: (a) Basic Rent shall be adjusted to the Prevailing Rental Rate; (b) Landlord will establish a new Expense Estimate which shall be effective as of the first day of the Renewal Term; (c) Tenant shall have no further renewal option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. For the purposes of determining the Prevailing Rental Rate, the following procedures shall applyotherwise specifically set forth below: (i) Landlord The annual Base Rent (described below) during the Renewal Period shall give Tenant notice be at the rate per annum per square foot of rentable area in the Premises, equal to ninety-five percent (95%) of a fair market rate for comparable space in the "Rent Notice") not later than one hundred eighty (180) days prior to Building and in other buildings in the commencement Northwest Austin Class A rental market as of the Renewal Termdate the renewal term is to commence, which Rent Notice shall set forth Landlord's determination taking into account the tenant improvement allowance, the specific provisions of the Prevailing Lease that will remain constant, the location and quality of the Building, all concessions which are being offered renewal tenants and the size and location of the space (collectively, the “Market Rental Rate ("Landlord's Determination"Rate”);. (ii) Landlord shall promptly notify Tenant shall give Landlord notice ("Tenant's Notice"), within thirty (30) days after delivery in writing of the Rent Notice, stating whether Tenant accepts or disputes the Landlord's Determination or whether Tenant desires to terminate its exercise of the Renewal Option. If Tenant's Notice accepts Landlord's Determination or Tenant fails or refuses to give Tenant's Notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant's Notice disputes Landlord's Determination, Tenant's Notice shall specify Tenant's determination of the Prevailing Market Rental Rate ("Tenant's Determination") as determined by an independent real estate appraiser; (iii) Landlord shall give Tenant notice ("“Landlord's ’s Notice"”), within which shall be no later than twenty (20) business days after delivery its receipt of the Renewal Notice. On or before the date which is the twentieth (20th) business day following Tenant's Determination’s receipt of Landlord’s Notice (the “Objection Period”), of whether Landlord accepts Tenant may, at Tenant’s option, either (i) accept, in writing, the Market Rental Rate set forth in Landlord’s Notice or disputes (ii) object to Landlord’s proposed Market Rental Rate and propose, in writing, an alternative Market Rental Rate for the Renewal Period (“Tenant's Determination’s Objection”). If Landlord's Notice accepts Tenant delivers Tenant's Determination or if ’s Objection and Tenant and Landlord fails or refuses are unable to give Landlord's Noticeagree on a mutually acceptable Market Rental Rate, Landlord shall be deemed to have accepted Tenant's Determination. If Landlord's Notice disputes Tenant's Determination, Landlord shall deliver to then Tenant, within thirty five (30) days after receipt of Tenant's Notice, Landlord's determination of the Prevailing Rental Rate ("Landlord's Second Determination"), as determined by an independent real estate appraiser. If Landlord's Second Determination exceeds Tenant's Determination by ten percent (10%) or less, the Basic Rent shall be the average of Landlord's Second Determination and Tenant's Determination. If Landlord's Second Determination exceeds Tenant's Determination by more than ten percent (10%), Landlord or Tenant shall apply to the American Arbitration Association (or any successor organization) to designate a third independent real estate appraiser (the "Third Appraiser") in accordance with the then-prevailing rules, regulations and/or procedures of the American Arbitration Association, and if the American Arbitration Association (or any successor organization) shall be unable or unwilling to designate the Third Appraiser, then either party may commence a legal proceeding to have the Third Appraiser appointed. (iv) The Third Appraiser shall conduct such hearings and investigations as he may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Appraiser, choose either Landlord's Second Determination or Tenant's Determination, and such choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses in connection with any arbitration hereunder, including the expenses and fees of any appraiser selected by it in accordance with the terms hereof. The unsuccessful party shall bear the costs and expenses of the Third Appraiser. Any appraiser appointed hereunder shall be an independent real estate appraiser with at least ten (10) years experience in leasing and valuation of properties which are similar in character to the Building. The appraisers shall not have the power to add to, modify or change any of the provisions of this Lease. (v) If the final determination of the Prevailing Rental Rate shall not be made on or before the first day of the Renewal Term, pending such final determination, Tenant shall continue to pay, as the Basic Rent for the Renewal Term, an amount equal to Landlord's Determination (or, if Landlord shall have given Landlord's Second Determination, Landlord's Second Determination), which amount shall in all events be in addition to all Additional Rent payable under the terms of this Lease. If, based upon the final determination hereunder of the Basic Rent, the payments made by Tenant on account of Basic Rent for such portion of the Renewal Term were greater than the Basic Rent payable for the Renewal Term, the amount of such excess shall be refunded by Landlord to Tenant within ten (105) business days following the final determination delivery of Basic RentTenant’s Objection to Landlord, shall have the option of either (x) revoking its election to extend the Term of the Lease for the Renewal Period or (y) requesting binding arbitration. In the event Tenant shall revoke its notice to extend the Term of the Lease, the Lease shall expire per its terms. (viiii) Landlord and In the event Tenant shall promptly execute an amendment to this Lease evidencing any extension of requests the Term pursuant to this Exhibitbinding arbitration, but no such amendment the Market Rental Rate shall be necessary in order to make the provisions of this Exhibit effective. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated, (2) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, (3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof, (4) Landlord determines, in its sole but reasonable discretion, that Tenant's financial condition or creditworthiness has materially deteriorated since the Date of this Lease, or (5) an Event of Default exists at the time of exercise of the option or on the date the renewal term would commence. EXHIBIT D TENANT WORK LETTER 1. Landlord shall provide, at its sole cost and expense and determined as its sole and exclusive contribution to the development of the Premises, the Landlord's Work, which shall include only the following itemsfollows: (a) Interior core improvements, including first floor main lobby, men's and women's toilet rooms, telephone closets, electrical closets, janitorial closets and core walls, on all floors. (b) Base building HVAC system, pursuant to Exhibit D-1, Section 12(a), including vertical duct to all floors. (c) Radiant heat system around the perimeter of each floor. (d) Sprinkler system with heads turned up. (e) Base building electrical system and emergency lighting to all core areas. (f) Tenant's electric meter in the first (1st) floor electric closet. (g) Insulated exterior walls with studs in place. (h) For divided-floor tenancies, all walls separating the Premises from other tenant space. Landlord shall be responsible for only one-half (1/2) of any demising wall to be constructed by Tenant. Except as set forth in this Exhibit, Tenant accepts the Premises in their "AS-IS" condition on the date that this Lease is entered into. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. It is understood that the plans for the Landlord's Work may be modified for unavailable materials, code and building official compliance requirements, field conditions and/or other reasonable conditions, at the reasonable discretion of Landlord. 2. As used herein, "Construction Documents" shall mean the final construction documents to be approved by Landlord and Tenant, as amended from time to time by any approved change orders, executed by Landlord and Tenant, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Construction Documents, together with any work required by governmental authorities to be made to other areas of the Building solely as a result of the Work. Landlord's approval of the Construction Documents shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be a consent of Landlord thereto. Tenant shall, at Landlord's request, sign the Construction Documents to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan of all the changes as