Common use of TENANT'S EXPANSION OPTION Clause in Contracts

TENANT'S EXPANSION OPTION. Section 41.01. In the event that Tenant has notified Landlord in writing that it desires to lease additional space in the Building (any such space is hereinafter referred to as the "Expansion Space") and provided same becomes available for direct leasing (i.e., a lease of such space expires or is ---- terminated and such space is not leased again by the same tenant or occupant, or the successors or assigns or subtenants of such tenant or occupant, by renewal or a new lease or modification of a previous lease, and such space is not subject to any other lease or an option contained in another lease, or the space is not subject to a lease as of the date hereof, and the space is not one with respect to which Landlord has commenced negotiations with any other proposed tenant), then, Landlord shall send Tenant a notice setting forth the date on which Landlord has obtained, or anticipates obtaining, vacant possession of the Expansion Space. Upon Landlord giving such a notice, provided this Lease shall be in full force and effect and provided that Tenant shall not be in default hereunder beyond any applicable notice and grace period either as of the date of Tenant's exercise of the expansion option herein described or as of the day which would otherwise be the first day of Tenant's leasing of the Expansion Space (which conditions regarding default may be waived by Landlord in its sole discretion), and further provided that there shall be not less than five (5) years remaining in the Term as of the Expansion Space Commencement Date (as hereinafter defined) (unless Tenant shall simultaneously exercise its extension option contained in Article 42 hereof), then Tenant shall have the option, exercisable by notice to Landlord given within five (5) days after Landlord's notice to Tenant, time being of the essence with respect to Tenant's notice, to lease the Expansion Space from Landlord upon the terms and conditions hereinafter set forth. In the event Tenant fails to exercise its option to accept the Expansion Space within five (5) days from the date of the applicable notice from Landlord, Landlord shall have the right to lease the Expansion Space to any other proposed tenant for any term whatsoever and Tenant shall be deemed to have waived its rights to the Expansion Space. Section 41.02. If Tenant exercises its option to lease the Expansion Space in a timely manner, then on the date (the "Expansion Space Commencement Date") Landlord delivers possession of the Expansion Space to Tenant, the Expansion Space shall be added to the Demised Premises. Tenant acknowledges that it will take the Expansion Space "as-is", and Landlord shall not be obligated to perform any work, furnish any materials, or give Tenant any rent credit or work allowance or any sum of money with respect thereto, and the Expansion Space shall become part of the Demised Premises upon and subject to all of the terms and conditions of this Lease (including the provisions of Section 2.02 hereof with regard to latent defects and Section 8.05 with respect to Pre-Existing Conditions), except that the Fixed Rent payable by Tenant for the Expansion Space shall be equal to the greater of (i) the Fixed Rent then in effect from time to time for the Demised Premises (on a per square foot basis) including all escalations and additional rent payable as herein provided or (ii) the fair market rental value of the Expansion Space (the "Expansion FMRV"). The Expansion FMRV shall be determined in accordance with the following procedure: (i) Immediately after the exercise by Tenant of its option contained herein, Landlord and Tenant shall use their best efforts to agree upon the Expansion FMRV. In the event Landlord and Tenant cannot reach agreement within fifteen (15) Business Days after the date of Tenant's notice of exercise of its option contained herein, Landlord and Tenant shall each select a reputable, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings (respectively, "Landlord's Broker" and "Tenant's Broker") who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the Expansion FMRV, taking into consideration all relevant factors, including, as a primary factor, the rental which Landlord is then commanding or requiring for leases of comparable space in the Building (or, if there is then no comparable space in the Building, taking into consideration the quality of non-comparable space in the Building relative to the Expansion Space). If Landlord's Broker and Tenant's Broker cannot reach agreement within forty- five (45) days after the date of Tenant's notice of exercise of its option contained herein, then within ten (10) days thereafter, they shall designate a third reputable, licensed real estate broker having an office in New York County (the "Independent Broker"). Upon the failure of Landlord's Broker and Tenant's Broker to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by the appropriate official of the Real Estate Board of New York, Inc. upon ten (10) days notice, or by any other real estate trade organization exercising functions similar to those exercised by The Real Estate Board of New York, Inc. Concurrently with such appointment, Landlord's Broker and Tenant's Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker's estimate of the Expansion FMRV, taking into consideration the factors described above (respectively, "Landlord's Broker's Letter" and "Tenant's Broker's Letter").

TENANT'S EXPANSION OPTION. Section 41.01. In A. On the event conditions, which conditions Landlord may waive, at its election, by written notice to Tenant at any time, that (i) there does not exist a Monetary Default or a material non-monetary Default by Tenant under the Lease, and (ii) Tenant has notified Landlord in writing that it desires not assigned the Lease, other than to lease additional space in the Building (any such space is hereinafter referred to as the "Expansion Space") and provided same becomes available for direct leasing (i.e., a lease of such space expires or is ---- terminated and such space is not leased again by the same tenant or occupant, or the successors or assigns or subtenants of such tenant or occupant, by renewal an Affiliated Entity or a new lease or modification of a previous leasePermitted Successor, and such space is not subject to any other lease or an option contained in another lease, or the space is not subject to a lease both as of the date hereof, time of option exercise and the space is not one with respect to which Landlord has commenced negotiations with any other proposed tenant), then, Landlord shall send Tenant a notice setting forth the date on which Landlord has obtained, or anticipates obtaining, vacant possession of the Expansion Space. Upon Landlord giving such a notice, provided this Lease shall be in full force and effect and provided that Tenant shall not be in default hereunder beyond any applicable notice and grace period either as of the date of Tenant's exercise of the expansion option herein described or as of the day which would otherwise be the first day of Tenant's leasing of the Expansion Space (which conditions regarding default may be waived by Landlord in its sole discretion), and further provided that there shall be not less than five (5) years remaining in the Term as of the Expansion Space Commencement Date (Date, as hereinafter defined) (unless Tenant shall simultaneously exercise its extension option contained in Article 42 hereof), then Tenant shall have the option, exercisable by notice to Landlord given within five following right (5“Expansion Right”) days after Landlord's notice to Tenant, time being of the essence with respect to Tenant's notice, to lease the Expansion Space from Premises, as hereinafter defined. Tenant shall have the right, upon written notice thereof (“Tenant’s Expansion Notice”) to Landlord upon not later than the terms and conditions hereinafter set forth. In last day of the event Tenant fails thirty-sixth (36th) month after the Lease Effective Date (except as otherwise provided pursuant to Paragraph 3 below) (the “Expansion Trigger Date”), to elect to lease the entire rentable area on the eighth (8th) floor of the Building (“Expansion Premises”). B. If Tenant, at its option, elects to exercise its option to accept the Expansion Space within five (5) days from the date of the applicable notice from Landlord, Landlord shall have the right hereunder to lease the such Expansion Space Premises, Tenant’s Expansion Notice shall constitute Tenant’s binding and irrevocable election to any other proposed tenant for any term whatsoever and Tenant lease such Expansion Premises. Tenant’s leasing of such Expansion Premises shall be deemed to have waived its rights to on all the Expansion Space. Section 41.02. If Tenant exercises its option to lease the Expansion Space in a timely manner, then on the date (the "Expansion Space Commencement Date") Landlord delivers possession of the Expansion Space to Tenant, the Expansion Space shall be added to the Demised Premises. Tenant acknowledges that it will take the Expansion Space "asthen-is", and Landlord shall not be obligated to perform any work, furnish any materials, or give Tenant any rent credit or work allowance or any sum of money with respect thereto, and the Expansion Space shall become part of the Demised Premises upon and subject to all of the current terms and conditions of this Lease the initial Premises, including Base Rent (including the provisions of Section 2.02 hereof with regard to latent defects and Section 8.05 with respect to Pre-Existing Conditions), except that the Fixed Rent payable by Tenant for the Expansion Space shall be equal to the greater of (i) the Fixed Rent then in effect from time to time for the Demised Premises (calculated on a per square foot basis) and the 2015 Base Year, except that all concessions, including all escalations without limitation the Abated Rent and additional rent payable as herein the Allowance, shall be reduced on a pro rata basis to reflect the shorter term of the Lease with respect to such Expansion Premises. Promptly after Tenant timely provides to Landlord Tenant’s Expansion Notice, the parties shall execute an amendment to this Lease (reasonably acceptable to Landlord and Tenant) adding to the Premises the Expansion Premises and confirming that any numbers or calculations based upon the rentable area included in the Premises shall be modified to correspond to such modified rentable area leased by Tenant hereunder. In the event Tenant does not timely provide to Landlord Tenant’s Expansion Notice, then Tenant’s rights with respect to the Expansion Premises under this Paragraph shall be void and without force or effect. C. Notwithstanding anything to the contrary contained herein, if (i) Tenant has not provided or to Landlord Tenant’s Expansion Notice during the first twelve (12) months after the Lease Effective Date, and (ii) during the fair market rental value period commencing on the first (1st) day of the thirteenth (13) month after the Lease Execution Date and continuing through and including the last day of the thirty-sixth (36th) month after the Lease Execution Date, Landlord receives a qualified and acceptable offer by a third party to lease more than seventy-five percent (75%) of the rentable area of the eighth (8th) floor, then Tenant’s Expansion Space (the "Expansion FMRV"). The Expansion FMRV Right hereunder shall become instead a right of first refusal and shall be determined exercised subject to and in accordance with the following procedure: (i) Immediately after the exercise by Tenant terms and conditions of its option contained herein, Landlord and Tenant shall use their best efforts to agree upon the Expansion FMRV. In the event Landlord and Tenant cannot reach agreement within fifteen (15) Business Days after the date of Tenant's notice of exercise of its option contained herein, Landlord and Tenant shall each select a reputable, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings (respectively, "Landlord's Broker" and "Tenant's Broker") who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the Expansion FMRV, taking into consideration all relevant factors, including, as a primary factor, the rental which Landlord is then commanding or requiring for leases of comparable space in the Building (or, if there is then no comparable space in the Building, taking into consideration the quality of non-comparable space in the Building relative to the Expansion Space). If Landlord's Broker and Tenant's Broker cannot reach agreement within forty- five (45) days after the date of Tenant's notice of exercise of its option contained herein, then within ten (10) days thereafter, they shall designate a third reputable, licensed real estate broker having an office in New York County (the "Independent Broker"). Upon the failure of Landlord's Broker and Tenant's Broker to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by the appropriate official of the Real Estate Board of New York, Inc. upon ten (10) days notice, or by any other real estate trade organization exercising functions similar to those exercised by The Real Estate Board of New York, Inc. Concurrently with such appointment, Landlord's Broker and Tenant's Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker's estimate of the Expansion FMRV, taking into consideration the factors described above (respectively, "Landlord's Broker's Letter" and "Tenant's Broker's Letter")Paragraph 3 below.

TENANT'S EXPANSION OPTION. Section 41.01. In So long as Tenant is occupying any part of the event that Building, Tenant has notified Landlord in writing that it desires to lease additional space in the Building (any such space shall have, and is hereinafter referred to as the "Expansion Space") and provided same becomes available for direct leasing (i.e.hereby granted by Xxxxxxxx, a lease continuing right of such space expires or is ---- terminated first refusal and such space is not leased again by the same tenant or occupant, or the successors or assigns or subtenants of such tenant or occupant, by renewal or a new lease or modification of a previous lease, and such space is not subject to any other lease or an option contained in another lease, or the space is not subject to a lease as of the date hereof, and the space is not one with respect to which Landlord has commenced negotiations with any other proposed tenant), then, Landlord shall send Tenant a notice setting forth the date on which Landlord has obtained, or anticipates obtaining, vacant possession of the Expansion Space. Upon Landlord giving such a notice, provided this Lease shall be in full force and effect and provided that Tenant shall not be in default hereunder beyond any applicable notice and grace period either as of the date of Tenant's exercise of the expansion option herein described or as of the day which would otherwise be the first day of Tenant's leasing of the Expansion Space (which conditions regarding default may be waived by Landlord in its sole discretion), and further provided that there shall be not less than five (5) years remaining in the Term as of the Expansion Space Commencement Date (as hereinafter defined) (unless Tenant shall simultaneously exercise its extension option contained in Article 42 hereof), then Tenant shall have the option, exercisable by notice to Landlord given within five (5) days after Landlord's notice to Tenant, time being of the essence with respect to Tenant's notice, to lease the Expansion Space from Landlord upon the terms and conditions hereinafter set forth. In the event Tenant fails to exercise its option to accept the Expansion Space within five (5) days from the date of the applicable notice from Landlord, Landlord shall have the right to lease the Expansion Space to any other proposed tenant for any term whatsoever and Tenant shall be deemed to have waived its rights to the Expansion Space. Section 41.02. If Tenant exercises its option to lease the Expansion Space in a timely manner, then any space on the date 6th and 7th floors of the Building that becomes vacant (the "Expansion Space Commencement Date"“Vacant Space”) Landlord delivers possession of at the Expansion Space to Tenant, the Expansion Space shall be added to Basic Rent then being paid for the Demised Premises. Tenant acknowledges Promptly after Xxxxxxxx learns that it the Vacant Space will take the Expansion Space "as-is"become available for occupancy, and Landlord shall not be obligated give written notice to perform any workTenant which notice shall state the location of the Vacant Space, furnish any materials, or give Tenant any rent credit or work allowance or any sum the Rentable Area of money with respect thereto, the Vacant Space and the Expansion date the Vacant Space will be available for occupancy. Such right and option shall become part of the Demised Premises upon and subject to all of the terms and conditions of this Lease (including the provisions of Section 2.02 hereof with regard to latent defects and Section 8.05 with respect to Pre-Existing Conditions), except that the Fixed Rent payable be exercisable in writing by Tenant for the Expansion Space shall be equal to the greater of (i) the Fixed Rent then in effect from time to time for the Demised Premises (on a per square foot basis) including all escalations and additional rent payable as herein provided or (ii) the fair market rental value of the Expansion Space (the "Expansion FMRV"). The Expansion FMRV shall be determined in accordance with the following procedure: (i) Immediately after the exercise by Tenant of its option contained herein, Landlord and Tenant shall use their best efforts to agree upon the Expansion FMRV. In the event Landlord and Tenant cannot reach agreement within fifteen (15) Business Days after the date of Tenant's notice of exercise of its option contained herein, Landlord and Tenant shall each select a reputable, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings (respectively, "Landlord's Broker" and "Tenant's Broker") who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the Expansion FMRV, taking into consideration all relevant factors, including, as a primary factor, the rental which Landlord is then commanding or requiring for leases of comparable space in the Building (or, if there is then no comparable space in the Building, taking into consideration the quality of non-comparable space in the Building relative to the Expansion Space). If Landlord's Broker and Tenant's Broker cannot reach agreement within forty- five (45) days after the date of Tenant's notice of exercise of its option contained herein, then within ten (10) days thereafterafter receipt of such written notice from Landlord. If such right and option is not exercised by Tenant within such ten (10)-day period, they Landlord shall designate be entitled to lease the Vacant Space as it sees fit, provided however, that such right and option shall continue to be effective as to any other Vacant Space. If any Vacant Space is leased by Xxxxxx, the parties shall enter into an appropriate amendment to this Lease which shall provide for (i) a third reputable, licensed real estate broker having an office term that is co-terminous with the term of this Lease for the Demised Premises and (ii) a tenant improvement allowance from Landlord in New York County (the "Independent Broker"). Upon the failure amount of Landlord's Broker and Tenant's Broker to agree upon the designation $15.00 per rentable square foot of the Independent BrokerVacant Space to be leased by Tenant prorated for the number of months remaining in the period for which Tenant has committed to lease such Vacant Space. By way of example only, then if the Independent Broker shall be appointed by Initial Term of this Lease is 60 months, and Tenant exercises its right to add 10,000 rentable square feet of Vacant Space to the appropriate official Demised Premises in the 24th month of the Real Estate Board of New YorkInitial Term, Inc. upon ten the tenant improvement allowance that would be owed to Tenant hereunder for the Vacant Space would be $90,000 (10) days notice, or by any other real estate trade organization exercising functions similar to those exercised by The Real Estate Board of New York, Inc. Concurrently with such appointment, Landlord's Broker and Tenant's Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker's estimate of the Expansion FMRV, taking into consideration the factors described above (respectively, "Landlord's Broker's Letter" and "Tenant's Broker's Letter"36 months/60 months x $15.00 x 10,000).

TENANT'S EXPANSION OPTION. Section 41.01. In the event that Tenant has notified Landlord in writing that it desires to lease additional space in the Building (any such space is hereinafter referred to as the "Expansion Space") and provided same becomes available for direct leasing (i.e., a lease of such space expires or is ---- terminated and such space is not leased again by the same tenant or occupant, or the successors or assigns or subtenants of such tenant or occupant, by renewal or a new lease or modification of a previous lease, and such space is not subject to any other lease or an option contained in another lease, or the space is not subject to a lease as of the date hereof, and the space is not one with respect to which Landlord has commenced negotiations with any other proposed tenant), then, Landlord shall send Tenant a notice setting forth the date on which Landlord has obtained, or anticipates obtaining, vacant possession of the Expansion Space. Upon Landlord giving such a notice, provided this Lease shall be in full force and effect and provided that Tenant shall not be in default hereunder beyond any applicable notice and grace period either as of the date of Tenant's exercise of the expansion option herein described or as of the day which would otherwise be the first day of Tenant's leasing of the Expansion Space (which conditions regarding default may be waived by Landlord in its sole discretion), and further provided that there shall be not less than five (5) years remaining in the Term as of the Expansion Space Commencement Date (as hereinafter defined) (unless Tenant shall simultaneously exercise its extension option contained in Article 42 hereof), then Tenant shall have the option, exercisable by notice Right of First Opportunity to Landlord given within five Lease on any available space in the Warehouse (5) days after Landlord's notice to Tenant, time being of "Additional Space"). When the essence with respect to Tenant's notice, to lease the Expansion Additional Space from Landlord upon the terms and conditions hereinafter set forth. In the event Tenant fails to exercise its option to accept the Expansion Space within five (5) days from the date of the applicable notice from Landlordbecomes available, Landlord shall have the right to lease the Expansion Space to any other proposed tenant for any term whatsoever notify Tenant in writing of such availability and Tenant shall be deemed granted ten (10) business days in order to have waived its rights accept or reject the offer in writing. Failure to the Expansion Space. Section 41.02. If Tenant exercises its option to lease the Expansion Space in a timely manner, then on the date (the "Expansion Space Commencement Date") Landlord delivers possession of the Expansion Space to Tenant, the Expansion Space shall be added to the Demised Premises. Tenant acknowledges that it will take the Expansion Space "as-is", and Landlord shall not be obligated to perform any work, furnish any materials, or give Tenant any rent credit or work allowance or any sum of money with respect thereto, and the Expansion Space shall become part of the Demised Premises upon and subject to all of the terms and conditions of this Lease (including the provisions of Section 2.02 hereof with regard to latent defects and Section 8.05 with respect to Pre-Existing Conditions), except that the Fixed Rent payable by Tenant for the Expansion Space shall be equal to the greater of (i) the Fixed Rent then in effect from time to time for the Demised Premises (on a per square foot basis) including all escalations and additional rent payable as herein provided or (ii) the fair market rental value of the Expansion Space (the "Expansion FMRV"). The Expansion FMRV shall be determined in accordance with the following procedure: (i) Immediately after the exercise by Tenant of its option contained herein, Landlord and Tenant shall use their best efforts to agree upon the Expansion FMRV. In the event Landlord and Tenant cannot reach agreement within fifteen (15) Business Days after the date of Tenant's notice of exercise of its option contained herein, Landlord and Tenant shall each select a reputable, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings (respectively, "Landlord's Broker" and "Tenant's Broker") who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the Expansion FMRV, taking into consideration all relevant factors, including, as a primary factor, the rental which Landlord is then commanding or requiring for leases of comparable space in the Building (or, if there is then no comparable space in the Building, taking into consideration the quality of non-comparable space in the Building relative to the Expansion Space). If Landlord's Broker and Tenant's Broker cannot reach agreement within forty- five (45) days after the date of Tenant's notice of exercise of its option contained herein, then respond within ten (10) business days thereaftershall be deemed a rejection of such Additional Space. If Tenant rejects such Additional Space, they Landlord shall designate a third reputablethen be free to lease such Additional Space to others on such terms and conditions as Landlord may chose, licensed real estate broker having an office in New York County and Tenant shall have no further rights with respect to such Additional Space. As to any Additional Space, if warehouse space (the "Independent BrokerAdditional Warehouse Space"). Upon , during the failure of Landlord's Broker and Tenant's Broker first twelve (12) months for which any such Additional Warehouse Space is included within this Lease ("Initial Period For Additional Warehouse Space"), the rental rate to agree upon be paid for the designation Additional Warehouse Space ("Additional Warehouse Space Rental Rate") shall be the then current per square foot rate paid by Tenant for the warehouse portion of the Independent BrokerPremises under this Lease,which rate shall then subsequently increase annually by one and one-half percent (1 1/2%) from and after the conclusion of the Initial Period For Additional Warehouse Space. As to any Additional Space, then if office space ("Additional Office Space"), during the Independent Broker first twelve (12) months for which any such Additional Office Space is included within this Lease ("Initial Period For Additional Office Space"), the rental rate to be paid for the Additional Office Space ("Additional Office Space Rental Rate") shall be appointed the then current market rate per square foot for comparable office space situated in St. Petersburg, Florida, which rate shall then subsequently increase annually by one and one-half percent (1 1/2%) from and after the appropriate official conclusion of the Real Estate Board of New York, Inc. upon ten (10) days notice, or by any other real estate trade organization exercising functions similar to those exercised by Initial Period For Additional Office Space. The Real Estate Board of New York, Inc. Concurrently with such appointment, Landlord's Broker and Tenant's Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker's estimate lease term of the Expansion FMRV, taking into consideration Additional Space shall be co-terminous with the factors described above (respectively, "Landlord's Broker's Letter" Term and "Tenant's Broker's Letter")Tenant shall lease the Additional Space in as-is condition.

TENANT'S EXPANSION OPTION. Section 41.01. In (a) Provided that (i) the event that Tenant has notified Landlord in writing that it desires to lease additional space in the Building (any such space Lease is hereinafter referred to as the "Expansion Space") and provided same becomes available for direct leasing (i.e., a lease of such space expires or is ---- terminated and such space is not leased again by the same tenant or occupant, or the successors or assigns or subtenants of such tenant or occupant, by renewal or a new lease or modification of a previous lease, and such space is not subject to any other lease or an option contained in another lease, or the space is not subject to a lease as of the date hereof, and the space is not one with respect to which Landlord has commenced negotiations with any other proposed tenant), then, Landlord shall send Tenant a notice setting forth the date on which Landlord has obtained, or anticipates obtaining, vacant possession of the Expansion Space. Upon Landlord giving such a notice, provided this Lease shall be in full force and effect and provided that effect, (ii) Tenant shall is not be then in default hereunder beyond any applicable notice and grace period either as under the monetary or material non-monetary terms of the date Lease, after receipt of Tenant's exercise notice of default from Landlord and expiration of applicable grace periods (if any); and (iii) Tenant is then in actual physical occupancy of at least one hundred percent (100%) of the expansion option herein described or as of the day which would otherwise be the first day of Tenant's leasing of the Expansion Space (which conditions regarding default may be waived by Landlord in its sole discretion)Premises, and further provided that there shall be not less than five (5) years remaining in the Term as of the Expansion Space Commencement Date (as hereinafter defined) (unless Tenant shall simultaneously exercise its extension option contained in Article 42 hereof), then Tenant shall have the option, (the “Expansion Option”) exercisable by sending written notice to Landlord given within five (5the “Expansion Option Notice”) days after Landlord's notice to Tenanton or before March 31, 2011, time being of the essence with respect as to Tenant's noticethe service of the Expansion Option Notice, to lease the ROFO Space on the Offer Terms set forth in Paragraph 34 above. If Tenant timely exercises the Expansion Option on the date upon which Landlord delivers vacant, broom-clean possession of the ROFO Space from Landlord to Tenant, the ROFO Space shall be added to and included within the Premises upon all of the Offer Terms and, to the extent not in conflict with the Offer Terms, on the terms and conditions hereinafter set forthforth in the Lease, as amended hereby (it being understood that if and to the extent of any inconsistency between the Offer Terms and the terms set forth in this Lease, the Offer Terms shall prevail as to the lease of the ROFO Space). In the event Tenant fails to exercise its option to accept deliver the Expansion Space within five (5) days from Option Notice on or before March 31, 2011, the date Expansion Option, and the provisions of this paragraph 35 shall be null and void, and of no further force and effect and Landlord shall thereafter be free for the remainder of the applicable notice from Landlord, Landlord shall have the right Term to lease the Expansion ROFO Space to any other proposed tenant for any term whatsoever third party at such rent and Tenant shall be deemed to have waived upon such conditions as Landlord may determine in its rights sole and absolute discretion. (b) Time is of the essence with respect to the Expansion Spaceterms and provisions of this Article. Section 41.02. If Tenant exercises its option to lease the Expansion Space in a (c) Promptly after Tenant’s timely manner, then on the date (the "Expansion Space Commencement Date") Landlord delivers possession exercise of the Expansion Space to Tenant, the Expansion Space shall be added to the Demised Premises. Tenant acknowledges that it will take the Expansion Space "as-is", and Landlord shall not be obligated to perform any work, furnish any materials, or give Tenant any rent credit or work allowance or any sum of money with respect thereto, and the Expansion Space shall become part of the Demised Premises upon and subject to all of the terms and conditions of this Lease (including the provisions of Section 2.02 hereof with regard to latent defects and Section 8.05 with respect to Pre-Existing Conditions), except that the Fixed Rent payable by Tenant for the Expansion Space shall be equal to the greater of (i) the Fixed Rent then in effect from time to time for the Demised Premises (on a per square foot basis) including all escalations and additional rent payable as herein provided or (ii) the fair market rental value of the Expansion Space (the "Expansion FMRV"). The Expansion FMRV shall be determined in accordance with the following procedure: (i) Immediately after the exercise by Tenant of its option contained hereinOffer, Landlord and Tenant shall use their best efforts enter into an amendment to agree upon the Expansion FMRV. In the event Landlord and Tenant cannot reach agreement within fifteen (15) Business Days after the date of Tenant's notice of exercise of its option contained hereinLease, Landlord and Tenant shall each select a reputableas amended hereby, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings (respectively, "Landlord's Broker" and "Tenant's Broker") who shall confer promptly after their selection prepared by Landlord and Tenant and shall use their best efforts to agree confirming the terms upon the Expansion FMRV, taking into consideration all relevant factors, including, as a primary factor, the rental which Landlord is then commanding shall lease to Tenant the ROFO Space (which terms shall be on the Offer Terms), but the failure to do so shall not impair, affect or requiring for leases of comparable space in reduce the Building (or, if there is then no comparable space in the Building, taking into consideration the quality of non-comparable space in the Building relative parties’ obligations with respect to the Expansion Space). If Landlord's Broker and Tenant's Broker cannot reach agreement within forty- five (45) days after the date of Tenant's notice of exercise of its option contained herein, then within ten (10) days thereafter, they shall designate a third reputable, licensed real estate broker having an office in New York County (the "Independent Broker"). Upon the failure of Landlord's Broker and Tenant's Broker to agree upon the designation lease of the Independent Broker, then ROFO Space. [The remainder of this page is intentionally blank. Signatures are on the Independent Broker shall be appointed by the appropriate official of the Real Estate Board of New York, Inc. upon ten (10) days notice, or by any other real estate trade organization exercising functions similar to those exercised by The Real Estate Board of New York, Inc. Concurrently with such appointment, Landlord's Broker and Tenant's Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker's estimate of the Expansion FMRV, taking into consideration the factors described above (respectively, "Landlord's Broker's Letter" and "Tenant's Broker's Letter")next page.]

TENANT'S EXPANSION OPTION. Section 41.0140.01. In the event that Tenant has notified Landlord in writing that it desires to lease additional space in on the 24th floor of the Building (any such space is hereinafter referred to as the "Expansion Space") and provided same becomes available for direct leasing on or before the date which is not later than the fifth (5th) anniversary of the Commencement Date (i.e., a lease of such space expires or is ---- terminated and such space is not leased again by the same tenant or occupant, or the successors or assigns or subtenants of such tenant or occupant, by renewal or a new lease or modification of a previous lease, lease and such space is not subject to any other lease or an option contained in another lease, lease or the space is not subject to a lease as of the date hereof, and hereof or the space is not one with respect to which Landlord has commenced negotiations with any other proposed tenant), then, Landlord shall send Tenant a notice setting forth the date on which Landlord has obtained, or anticipates obtaining, vacant possession of the Expansion Space. Upon Landlord giving such a notice, provided this Lease shall be in full force and effect and provided that Tenant shall not be in default hereunder beyond any applicable notice and grace period either as of the date of Tenant's exercise of the expansion option herein described or as of the day which would otherwise be the first day of Tenant's leasing of the Expansion Space (which conditions regarding default may be waived by Landlord in its sole discretion), and further provided that there shall be not less than five (5) years remaining in the Term as of the Expansion Space Commencement Date (as hereinafter defined) (unless Tenant shall simultaneously exercise its extension option contained in Article 42 hereof), then Tenant shall have the option, exercisable by notice to Landlord given within five (5) days after Landlord's notice to Tenant, time being of the essence with respect to Tenant's notice, to lease the Expansion Space from Landlord upon the terms and conditions hereinafter set forth. In the event Tenant fails to exercise its option to accept the Expansion Space within five (5) days from the date of the applicable notice from Landlord, Landlord shall have the right to lease the Expansion Space to any other proposed tenant for any term whatsoever and Tenant shall be deemed to have waived its rights to the Expansion Space. Section 41.0240.02. If Tenant exercises its option to lease the Expansion Space in a timely manner, then on the date (the "Expansion Space Commencement Date") ), Landlord delivers possession of the Expansion Space to Tenant, the Expansion Space shall be added to the Demised Premises. Tenant acknowledges that it will take the Expansion Space "as-is", and Landlord shall not be obligated to perform any work, furnish any materials, or give Tenant any rent credit or work allowance or any sum of money with respect thereto, and the Expansion Space shall become part of the Demised Premises upon and subject to all of the terms and conditions of this Lease (including the provisions of Section 2.02 hereof with regard to latent defects and Section 8.05 with respect to Pre-Existing Conditions)Lease, except that the Fixed Rent payable by Tenant for the Expansion Space shall be equal to the greater of (i) the Fixed Rent then in effect from time to time for the Demised Premises (on a per square foot basis) including all escalations and additional rent payable as herein provided or (ii) the fair market rental value of the Expansion Space (the "Expansion FMRV"). The Expansion FMRV shall be determined in accordance with the following procedure: (i) Immediately after the exercise by Tenant of its option contained herein, Landlord and Tenant shall use their best efforts to agree upon the Expansion FMRV. In the event Landlord and Tenant cannot reach agreement within fifteen (15) Business Days after the date of Tenant's notice of exercise of its option contained herein, Landlord and Tenant shall each select a reputable, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings (respectively, "Landlord's Broker" and "Tenant's Broker") who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the Expansion FMRV, taking into consideration all relevant factors, including, as a primary factor, the rental which Landlord is then commanding or requiring for leases of comparable space in the Building (or, if there is then no comparable space in the Building, taking into consideration the quality of non-comparable space in the Building relative to the Expansion Space)) and also considering all other terms and conditions of this Lease which are applicable to the Expansion Space. If Landlord's Broker and Tenant's Broker cannot reach agreement within forty- forty-five (45) days after the date of Tenant's notice of exercise of its option contained herein, then within ten (10) days thereafter, they shall designate a third reputable, licensed real estate broker having an office in New York County (the "Independent Broker"). Upon the failure of Landlord's Broker and Tenant's Broker to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by the appropriate official a Justice of the Real Estate Board Supreme Court of the State of New York, Inc. York upon ten (10) days notice, or by any other real estate trade organization court in New York County having jurisdiction and exercising functions similar to those exercised by The Real Estate Board the Supreme Court of the State of New York, Inc. . Concurrently with such appointment, Landlord's Broker and Tenant's Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker's estimate of the Expansion FMRV, taking into consideration the factors described above and all other terms and conditions of this Lease which are applicable to the Expansion Space (respectively, "Landlord's Broker's Letter" and "Tenant's Broker's Letter").

TENANT'S EXPANSION OPTION. Section 41.01. In the event that Tenant has notified Landlord in writing that it desires to lease additional space in on the 37th or 39th floors of the Building (any such space is hereinafter referred to as the "Expansion Space") and provided same becomes available for direct leasing (i.e., a ---- lease of such space expires or is ---- terminated and such space is not leased again by the same tenant or occupant, or the successors or assigns or subtenants of such tenant or occupant, by renewal or a new lease or modification of a previous lease, and such space is not subject to any other lease or an option contained in another lease, or the space is not subject to a lease as of the date hereof, and the space is not one with respect to which Landlord has commenced negotiations with any other proposed tenant), then, Landlord shall send Tenant a notice setting forth the date on which Landlord has obtained, or anticipates obtaining, vacant possession of the Expansion Space. Upon Landlord giving such a notice, provided this Lease shall be in full force and effect and provided that Tenant shall not be in monetary default or material non-monetary default hereunder beyond any applicable notice and grace period either as of the date of Tenant's exercise of the expansion option herein described or as of the day which would otherwise be the first day of Tenant's leasing of the Expansion Space (which conditions regarding default may be waived by Landlord in its sole discretion), and further provided that there shall be not less than five (5) years remaining in the Term as of the Expansion Space Commencement Date (as hereinafter defined) (unless defined)(unless Tenant shall simultaneously exercise its extension option contained in Article 42 hereof), then Tenant shall have the option, exercisable by notice to Landlord given within five (5) days after Landlord's notice to Tenant, time being of the essence with respect to Tenant's notice, to lease the Expansion Space from Landlord upon the terms and conditions hereinafter set forth. In the event Tenant fails to exercise its option to accept the Expansion Space within five (5) days from the date of the applicable notice from Landlord, Landlord shall have the right to lease the Expansion Space to any other proposed tenant for any term whatsoever and Tenant shall be deemed to have waived its rights to the particular Expansion Space. Section 41.02. If Tenant exercises its option to lease the Expansion Space in a timely manner, then on the date (the "Expansion Space Commencement Date") Landlord delivers possession of the Expansion Space to Tenant, the Expansion Space shall be added to the Demised Premises. Tenant acknowledges that it will take the Expansion Space "as-is", and Landlord shall not be obligated to perform any work, furnish any materials, or give Tenant any rent credit or work allowance or any sum of money with respect thereto, and the Expansion Space shall become part of the Demised Premises upon and subject to all of the terms and conditions of this Lease (including the provisions of Section 2.02 hereof with regard to latent defects and Section 8.05 with respect to Pre-Existing Conditions)Lease, except that the Fixed Rent payable by Tenant for the Expansion Space shall be equal to the greater of (i) the Fixed Rent then in effect from time to time for the Demised Premises (on a per square foot basis) including all escalations and additional rent payable as herein provided or (ii) the fair market rental value of the Expansion Space (the "Expansion FMRV"). The Expansion FMRV shall be determined in accordance with the following procedure: (i) Immediately after the exercise by Tenant of its option contained herein, Landlord and Tenant shall use their best efforts to agree upon the Expansion FMRV. In the event Landlord and Tenant cannot reach agreement within fifteen (15) Business Days after the date of Tenant's notice of exercise of its option contained herein, Landlord and Tenant shall each select a reputable, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings (respectively, "Landlord's Broker" and "Tenant's Broker") who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the Expansion FMRV, taking into consideration all relevant factorsfactors (except as expressly excluded below), including, as a primary factor, the rental which Landlord is then commanding or requiring for leases of comparable space in the Building (or, if there is then no comparable space in the Building, taking into consideration the quality of non-comparable space in the Building relative to the Expansion Space)) and including as a further factor the value of free rent concessions then being granted for leases with a term equal to the balance of the Term as of the Expansion Space Commencement Date and the fact that the base years for Real Estate Tax Adjustment and Operating Expense Adjustment under Article 3 of the Lease shall be the same for the Expansion Space as they are for the existing space, but specifically excluding as a factor the value of tenant improvement work or contributions. If Landlord's Broker and Tenant's Broker cannot reach agreement within forty- forty-five (45) days after the date of Tenant's notice of exercise of its option contained herein, then within ten (10) days thereafter, they shall designate a third reputable, licensed real estate broker having an office in New York County (the "Independent Broker"). Upon the failure of Landlord's Broker and Tenant's Broker to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by the appropriate official a Justice of the Real Estate Board Supreme Court of the State of New York, Inc. York upon ten (10) days notice, or by any other real estate trade organization court in New York County having jurisdiction and exercising functions similar to those exercised by The Real Estate Board the Supreme Court of the State of New York, Inc. . Concurrently with such appointment, Landlord's Broker and Tenant's Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker's estimate of the Expansion FMRV, taking into consideration the factors described above (respectively, "Landlord's Broker's Letter" and "Tenant's Broker's Letter").

TENANT'S EXPANSION OPTION. Section 41.01. In (a) Landlord and Tenant acknowledge and agree that (x) Rock Shrimp Productions, LLC (“Rock Shrimp”), pursuant to a sublease dated June 25, 2010 (the event that Tenant has notified Landlord in writing that it desires to lease additional space in “Rock Shrimp Sublease”), currently subleases from Xxxxxxxxx a portion of the Building thirteenth (any such space is hereinafter referred to 13th) floor of the Building, substantially as shown hatched on the "plan annexed hereto as Exhibit F (the “Expansion Space") and provided same becomes available for direct leasing (i.e., a lease of such space expires or is ---- terminated and such space is not leased again by the same tenant or occupant, or the successors or assigns or subtenants of such tenant or occupant, by renewal or a new lease or modification of a previous lease, and such space is not subject to any other lease or an option contained in another lease, or the space is not subject to a lease as of the date hereof, and the space is not one with respect to which Landlord has commenced negotiations with any other proposed tenant”), thenfor a term expiring on February 21, Landlord shall send Tenant a notice setting forth 2013. (b) Provided that (i) the date on which Landlord has obtained, or anticipates obtaining, vacant possession of the Expansion Space. Upon Landlord giving such a notice, provided Lease (as amended by this Lease Agreement) shall be in full force and effect effect; (ii) there shall not then be existing an Event of Default under the Lease (as amended by this Agreement); and provided that (iii) Tenant and its affiliates shall be in physical occupancy of at least 75% of the rentable area of the Premises (including, without limitation, the Additional Premises), Tenant shall not be have the one-time option (“Tenant’s Expansion Option”) to lease the Expansion Space and add the same to the “Premises” demised under the Lease in default hereunder beyond any applicable notice and grace period either as accordance with the provisions of the date of Tenant's exercise of the expansion option herein described or as of the day which would otherwise be the first day of Tenant's this Section 13. The leasing of the Expansion Space shall be upon all of the terms and conditions contained in the Lease (which conditions regarding default may be waived as amended by Landlord in its sole discretionthis Agreement), except as provided herein. (i) Provided that the terms and further provided that there conditions of Sections 13(b)(i) through (iii) hereof shall then be not less than five (5) years remaining in the Term as of the satisfied, Tenant may exercise Tenant’s Expansion Space Commencement Date (as hereinafter defined) (unless Tenant shall simultaneously exercise its extension option contained in Article 42 hereof), then Tenant shall have the option, exercisable Option by notice given to Landlord given within five (5the “Expansion Notice”) days after Landlord's notice to Tenanton or before Wednesday, February 29, 2012 (time being of the essence with respect to Tenant's notice, to lease the Expansion Space from Landlord upon the terms and conditions hereinafter set forth. In the event Tenant fails ’s obligation to exercise its option to accept the Tenant’s Expansion Space within five (5) days from the date of the applicable notice from Landlord, Landlord shall have the right to lease the Expansion Space to any other proposed tenant for any term whatsoever and Tenant shall be deemed to have waived its rights to the Expansion Space. Section 41.02Option by such date). If Tenant exercises its option to lease the shall so timely exercise Tenant’s Expansion Space in a timely mannerOption as set forth herein, then on the later to occur of (x) the Rock Shrimp Termination Date (as hereinafter defined) and (y) the date (the "Expansion Space Commencement Date") on which Landlord delivers shall deliver possession of the Expansion Space to TenantTenant vacant and broom-clean (such later date, the “Expansion Space Commencement Date”), the Expansion Space shall be automatically added to and form part of the Demised “Premises. Tenant acknowledges ” demised under the Lease on the terms and conditions of the Lease (as amended by this Agreement), except that it will take (A) the Fixed Rent for the Expansion Space "as-is"shall be the Fair Rental Value (as hereinafter defined) for the Expansion Space for the balance of the Term (including the Extension Term), without any free rent or abatement of Fixed Rent, (B) “Tenant’s Share” shall be increased by 0.851% to reflect Tenant’s lease of the Expansion Space, (C) the amount of the Security Deposit held pursuant to the terms of the Lease (as amended by this Agreement) shall be increased by $75,000.00 in accordance with the terms of Section 9 of this Agreement, and (D) from and after the Expansion Space Commencement Date, Tenant shall pay for electrical power provided to the Expansion Space in accordance with Article 4 of the Original Lease through and including the Expiration Date (as extended by this Agreement). Tenant shall accept the Expansion Space vacant and broom-clean, and otherwise in its “as is” condition as of the date of the Expansion Notice, reasonable wear and tear excepted, it being understood and agreed that (x) Landlord makes no representations or warranties with respect to the Expansion Space; (y) in no event shall Landlord be obligated to xxxxx any Hazardous Materials existing in the Expansion Space unless Landlord introduces such Hazardous Materials into the Expansion Space after the date of this Agreement; and (z) Landlord shall not be obligated to perform any workwork to prepare the Expansion Space for Tenant’s occupancy, furnish nor to pay any materials, or give Tenant any rent credit contribution or work allowance or any sum of money with respect thereto, and the Expansion Space shall become part of the Demised Premises upon and subject to all of the terms and conditions of this Lease therefor (including the provisions of Section 2.02 hereof with regard to latent defects and Section 8.05 with respect to Pre-Existing Conditions), except that the Fixed Rent payable by Tenant for the Expansion Space Landlord shall be equal install submeters, as necessary, at Landlord’s expense, to the greater of (i) the Fixed Rent then measure electrical consumption in effect from time to time for the Demised Premises (on a per square foot basis) including all escalations and additional rent payable as herein provided or (ii) the fair market rental value of the Expansion Space (the "Expansion FMRV"). The Expansion FMRV which submeter(s) shall be determined in accordance with the following procedure:maintained, repaired and replaced by Tenant, as necessary, at Tenant’s expense)). (iii) Immediately after As used in this Section 13, the exercise by Tenant term “Rock Shrimp Termination Date” shall mean the earlier to occur of its option contained herein(I) March 1, Landlord 2013 and Tenant shall use their best efforts to agree upon the Expansion FMRV. In the event Landlord and Tenant cannot reach agreement within fifteen (15II) Business Days after the date of Tenant's notice of exercise of its option contained herein, on which both (x) the Xxxxxxxxx Lease shall have been terminated and (y) the Rock Shrimp Sublease shall have been terminated (it being agreed that Landlord and Tenant shall each select a reputable, licensed real estate broker having an office not be obligated to terminate the Rock Shrimp Sublease in New York County and familiar connection with the rentals then being charged in the Building and in comparable buildings (respectively, "Landlord's Broker" and "Tenant's Broker") who shall confer promptly after their selection by Landlord and Tenant and shall use their best efforts to agree upon the Expansion FMRV, taking into consideration all relevant factors, including, as a primary factor, the rental which Landlord is then commanding or requiring for leases of comparable space in the Building (or, if there is then no comparable space in the Building, taking into consideration the quality of non-comparable space in the Building relative to the Expansion Space). If Landlord's Broker and Tenant's Broker cannot reach agreement within forty- five (45) days after the date of Tenant's notice of exercise of its option contained herein, then within ten (10) days thereafter, they shall designate a third reputable, licensed real estate broker having an office in New York County (the "Independent Broker"). Upon the failure of Landlord's Broker and Tenant's Broker to agree upon the designation any early termination of the Independent Broker, then the Independent Broker shall be appointed by the appropriate official of the Real Estate Board of New York, Inc. upon ten (10) days notice, or by any other real estate trade organization exercising functions similar to those exercised by The Real Estate Board of New York, Inc. Concurrently with such appointment, Landlord's Broker and Tenant's Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker's estimate of the Expansion FMRV, taking into consideration the factors described above (respectively, "Landlord's Broker's Letter" and "Tenant's Broker's Letter"Xxxxxxxxx Lease).