Exhibit
10.1


 


LEASE


 


between


 


HWA
1290 III LLC, HWA 1290 IV LLC and HWA 1290 V LLC, collectively,


 


Landlord,


 


and


 


FUBOTV
INC.,


 


Tenant.


 


1290
Avenue of the Americas


New
York, New York 10104


 


as
of February 23, 2021


 




    	 



    	 



    

 


TABLE
OF CONTENTS


 


	Article/Section
    	Page
	 	 
	Article
    1 DEMISE, TERM, FIXED RENT	1
	 	1.1.	Demise.	1
	 	1.2.	Commencement
    Date.	2
	 	1.3.	Rent
    Commencement Date.	3
	 	1.4.	Fixed
    Rent.	4
	 	1.5.	Payments
    of Fixed Rent.	4
	 	1.6.	Termination
    Rights.	5
	 	1.7.	Certain
    Definitions.	6
	 	 	 	 
	Article
    2 ESCALATION RENT	8
	 	2.1.	Operating
    Expense Definitions.	8
	 	2.2.	Calculation
    of Operating Expenses.	12
	 	2.3.	Operating
    Expense Payment.	16
	 	2.4.	Auditing
    of Operating Expense Statements.	19
	 	2.5.	Tax
    Definitions.	20
	 	2.6.	Tax
    Payment.	22
	 	2.7.	Tax
    Reduction Proceedings.	24
	 	2.8.	Building
    Additions.	25
	 	2.9.	Local
    Law 97.	26
	 	 	 	 
	Article
    3 USE	28
	 	3.1.	Permitted
    Use.	28
	 	3.2.	Limitations.	29
	 	3.3.	Rules.	29
	 	3.4.	Risers.	30
	 	3.5.	Terrace
    Area.	31
	 	3.6.	Tenant’s
    Signs.	31
	 	3.7.	Promotional
    Displays.	32
	 	3.8.	Core
    Toilets.	32
	 	3.9.	Wireless
    Internet Service.	32
	 	3.10.	Telecommunications.	32
	 	 	 	 
	Article
    4 SERVICES	33
	 	4.1.	Certain
    Definitions.	33
	 	4.2.	Elevator
    Service.	33
	 	4.3.	Heat,
    Ventilation and Air-Conditioning.	34
	 	4.4.	Cleaning.	35
	 	4.5.	Water.	36
	 	4.6.	Directory.	36
	 	4.7.	Condenser
    Water.	37
	 	4.8.	Building
    Security.	37
	 	4.9.	Fire
    System.	37
	 	4.10.	No
    Other Services.	37
	 	4.11.	Labor
    Harmony.	37



 



    	ii



    	 



    

 


	 	4.12.	Public
    Health Emergency Protocol.	38
	 	 	 	 
	Article
    5 ELECTRICITY	38
	 	5.1.	Capacity.	38
	 	5.2.	Electricity
    for the Building.	39
	 	5.3.	Submetering.	39
	 	5.4.	Termination
    of Electric Service.	41
	 	 	 	 
	Article
    6 INITIAL CONDITION OF THE PREMISES	42
	 	6.1.	Condition
    of Premises.	42
	 	6.2.	Landlord’s
    Work.	42
	 	6.3.	Tenant’s
    Contribution to the Cost of Landlord’s Premises Work.	47
	 	6.4.	Payment
    of Architect Fees.	49
	 	6.5.	Notices
    to Tenant regarding Landlord’s Work.	50
	 	 	 	 
	Article
    7 ALTERATIONS	51
	 	7.1.	General.	51
	 	7.2.	Basic
    Alterations and Minor Alterations.	52
	 	7.3.	Approval
    Process.	53
	 	7.4.	Performance
    of Alterations.	54
	 	7.5.	Financial
    Integrity.	56
	 	7.6.	Effect
    on Building.	58
	 	7.7.	Time
    for Performance of Alterations.	58
	 	7.8.	Removal
    of Alterations and Tenant’s Property.	59
	 	7.9.	Contractors
    and Supervision.	60
	 	7.10.	Window
    Coverings.	61
	 	7.11.	Furniture,
    Fixtures and Equipment Allowance.	62
	 	7.12.	Air-Cooled
    HVAC Installations.	62
	 	 	 	 
	Article
    8 REPAIRS	62
	 	8.1.	Landlord’s
    Repairs.	62
	 	8.2.	Tenant’s
    Repairs.	63
	 	8.3.	Certain
    Limitations.	63
	 	8.4.	Overtime.	64
	 	 	 	 
	Article
    9 ACCESS; LANDLORD’S CHANGES	64
	 	9.1.	Access.	64
	 	9.2.	Landlord’s
    Obligation to Minimize Interference.	65
	 	9.3.	Reserved
    Areas.	66
	 	9.4.	Ducts,
    Pipes and Conduits.	66
	 	9.5.	Keys.	66
	 	9.6.	Landlord’s
    Changes.	66
	 	 	 	 
	Article
    10 UNAVOIDABLE DELAYS AND INTERRUPTION OF SERVICE	67
	 	10.1.	Unavoidable
    Delays.	67
	 	10.2.	Interruption
    of Services.	68
	 	10.3.	Rent
    Credit.	69
	 	 	 	 
	Article
    11 REQUIREMENTS	69
	 	11.1.	Tenant’s
    Obligation to Comply with Requirements.	69


 




    	iii



    	 



    

 


	 	11.2.	Landlord’s
    Obligation to Comply with Requirements.	71
	 	11.3.	Tenant’s
    Right to Contest Requirements.	71
	 	11.4.	Certificate
    of Occupancy.	72
	 	 	 	 
	Article
    12 QUIET ENJOYMENT	72
	 	12.1.	Quiet
    Enjoyment.	72
	 	 	 	 
	Article
    13 SUBORDINATION	72
	 	13.1.	Subordination.	72
	 	13.2.	Terms
    of Nondisturbance Agreements.	73
	 	13.3.	Attornment.	75
	 	13.4.	Amendments
    to this Lease.	75
	 	13.5.	Tenant’s
    Estoppel Certificate.	76
	 	13.6.	Landlord’s
    Estoppel Certificate.	76
	 	13.7.	Rights
    to Cure Landlord’s Default.	76
	 	13.8.	Zoning
    Lot Merger Agreement.	77
	 	13.9.	Tenant’s
    Financial Statements.	77
	 	 	 	 
	Article
    14 INSURANCE	78
	 	14.1.	Tenant’s
    Insurance.	78
	 	14.2.	Landlord’s
    Insurance.	79
	 	14.3.	Mutual
    Waiver of Subrogation.	80
	 	14.4.	Evidence
    of Insurance.	80
	 	14.5.	No
    Concurrent Insurance.	81
	 	14.6.	Tenant’s
    Obligation to Comply with Landlord’s Fire and Casualty Insurance.	81
	 	 	 	 
	Article
    15 CASUALTY	81
	 	15.1.	Notice.	81
	 	15.2.	Landlord’s
    Restoration Obligations.	81
	 	15.3.	Rent
    Abatement.	82
	 	15.4.	Landlord’s
    Termination Right.	83
	 	15.5.	Tenant’s
    Termination Right.	83
	 	15.6.	Termination
    Rights at End of Term.	84
	 	15.7.	No
    Other Termination Rights.	85
	 	 	 	 
	Article
    16 CONDEMNATION	85
	 	16.1.	Effect
    of Condemnation.	85
	 	16.2.	Condemnation
    Award.	86
	 	16.3.	Temporary
    Taking.	87
	 	 	 	 
	Article
    17 ASSIGNMENT AND SUBLETTING	87
	 	17.1.	General
    Limitations.	87
	 	17.2.	Landlord’s
    Expenses.	88
	 	17.3.	Recapture
    Procedure.	89
	 	17.4.	Certain
    Transfer Rights.	93
	 	17.5.	Preliminary
    Approval.	96
	 	17.6.	Deemed
    Approval.	97
	 	17.7.	Transfer
    Taxes.	97


 




    	iv



    	 



    

 


	 	17.8.	Transfer
    Profit.	97
	 	17.9.	Permitted
    Transfers.	99
	 	17.10.	Special
    Occupants.	101
	 	17.11.	Existing
    Cushman Restriction.	101
	 	 	 	 
	Article
    18 TENANT’S RIGHT OF FIRST OFFER TO LEASE	102
	 	18.1.	Right
    of First Offer.	102
	 	18.2.	Option
    Notice.	103
	 	18.3.	Option
    Procedure.	104
	 	18.4.	Certain
    Limitations.	104
	 	18.5.	Lease
    Provisions Apply.	106
	 	18.6.	Delivery.	107
	 	 	 	 
	Article
    19 TENANT’S RIGHT TO LEASE ADDITIONAL SPACE	108
	 	19.1.	Additional
    Space.	108
	 	19.2.	Option.	109
	 	19.3.	Certain
    Limitations.	109
	 	19.4.	Lease
    Provisions Apply.	110
	 	19.5.	Delivery.	111
	 	 	 	 
	Article
    20 RENEWAL	112
	 	20.1.	Renewal
    Option.	112
	 	20.2.	Lease
    Provisions Apply.	113
	 	 	 	 
	Article
    21 FAIR MARKET RENT	113
	 	21.1.	Certain
    Definitions.	113
	 	21.2.	Fair
    Market Rent Assumptions.	114
	 	21.3.	Fair
    Market Procedure.	114
	 	 	 	 
	Article
    22 DEFAULT	115
	 	22.1.	Events
    of Default.	115
	 	22.2.	Termination.	117
	 	 	 	 
	Article
    23 TENANT’S INSOLVENCY	117
	 	23.1.	Assignments
    pursuant to the Bankruptcy Code.	117
	 	23.2.	Replacement
    Lease.	119
	 	23.3.	Insolvency
    Events.	119
	 	23.4.	Effect
    of Stay.	120
	 	23.5.	Rental
    for Bankruptcy Purposes.	121
	 	 	 	 
	Article
    24 REMEDIES AND DAMAGES	121
	 	24.1.	Certain
    Remedies.	121
	 	24.2.	No
    Redemption.	122
	 	24.3.	Calculation
    of Damages.	122
	 	 	 	 
	Article
    25 LANDLORD’S EXPENSES AND LATE CHARGES	123
	 	25.1.	Landlord’s
    Costs.	123
	 	25.2.	Tenant’s
    Costs.	124
	 	25.3.	Interest
    on Late Payments.	124


 




    	v



    	 



    

 


	Article
    26 SECURITY	125
	 	26.1.	Security
    Deposit.	125
	 	26.2.	Landlord’s
    Rights.	125
	 	26.3.	Return
    of Security.	126
	 	26.4.	Transfer
    of Letter of Credit.	126
	 	26.5.	Renewal
    of Letter of Credit.	126
	 	26.6.	Adjustments
    to the Security Amount.	127
	 	 	 	 
	Article
    27 END OF TERM	128
	 	27.1.	End
    of Term.	128
	 	27.2.	Holdover.	128
	 	 	 	 
	Article
    28 NO WAIVER	129
	 	28.1.	No
    Surrender.	129
	 	28.2.	No
    Waiver by Landlord.	129
	 	28.3.	No
    Waiver by Tenant.	130
	 	 	 	 
	Article
    29 JURISDICTION	130
	 	29.1.	Governing
    Law.	130
	 	29.2.	Submission
    to Jurisdiction.	130
	 	29.3.	Waiver
    of Trial by Jury; Counterclaims.	131
	 	 	 	 
	Article
    30 NOTICES	131
	 	30.1.	Addresses;
    Manner of Delivery.	131
	 	 	 	 
	Article
    31 BROKERAGE	132
	 	31.1.	Broker.	132
	 	 	 	 
	Article
    32 INDEMNITY	133
	 	32.1.	Tenant’s
    Indemnification of the Landlord Indemnitees.	133
	 	32.2.	Landlord’s
    Indemnification of the Tenant Indemnitees.	134
	 	32.3.	Indemnification
    Procedure.	135
	 	 	 	 
	Article
    33 LANDLORD’S CONSENTS; ARBITRATION	136
	 	33.1.	Certain
    Limitations.	136
	 	33.2.	Expedited
    Arbitration.	136
	 	 	 	 
	Article
    34 ADDITIONAL PROVISIONS	137
	 	34.1.	Tenant’s
    Property Delivered to Building Employees.	137
	 	34.2.	Not
    Binding Until Execution.	137
	 	34.3.	No
    Third Party Beneficiaries.	138
	 	34.4.	Extent
    of Landlord’s Liability.	138
	 	34.5.	Extent
    of Tenant’s Liability.	138
	 	34.6.	Survival.	138
	 	34.7.	Recording.	138
	 	34.8.	Entire
    Agreement.	139
	 	34.9.	Counterparts
    and Electronic Signature.	139
	 	34.10.	Exhibits.	139
	 	34.11.	Gender;
    Plural.	139
	 	34.12.	Divisibility.	139
	 	34.13.	Vault
    Space.	139
	 	34.14.	Adjacent
    Excavation.	139
	 	34.15.	Captions.	140
	 	34.16.	Parties
    Bound.	140
	 	34.17.	Authority.	140
	 	34.18.	Rent
    Control.	141
	 	34.19.	Consequential
    Damages.	141
	 	34.20.	Tenant’s
    Advertising.	141
	 	34.21.	Specially
    Designated Nationals; Blocked Persons; Embargoed Persons.	141


 




    	vi



    	 



    

 


DEFINED
TERMS


 


	Term	Page
	 	 
	8th
    Floor Option Space	103
	9th
    Floor Option Space	103
	Accelerated
    Notice Date	109
	Additional
    Space	108
	Additional
    Space Acceleration Notice	108
	Additional
    Space Commencement Date	108
	Additional
    Space Notice	109
	Additional
    Space Notice Date	109
	Additional
    Space Option	109
	Additional
    Space Outside Date	112
	Additional
    Space Term	109
	Affiliate	6
	Allocation
    and Protocol Notice	26
	Alterations	51
	Alterations
    Notice	53
	Amortized
    Transfer Expenses	89
	Applicable
    Area	113
	Applicable
    Date	113
	Applicable
    Fixed Rent	4
	Applicable
    Option Space	103
	Applicable
    Rate	6
	Applicable
    Rent Commencement Date	3
	Appraiser	115
	Architect	44
	Architect
    Fees	49
	Assessed
    Valuation	20
	Average
    Cost per Kilowatt Hour	15
	Average
    Cost per Peak Demand Kilowatt	14
	Bank
    Requirements	125
	Bankruptcy
    Code	117
	Base
    Electrical Capacity	38
	Base
    Operating Expense Year	8
	Base
    Operating Expenses	8
	Base
    Rate	6
	Base
    Tax Year	20
	Base
    Taxes	20
	Basic
    Alteration	52
	Basic
    Sublease Provisions	96
	Broker	132
	Building	1
	Building
    Change	58
	Building
    Hours	33


 




    	vii



    	 



    

 


	Building
    Systems	33
	Business
    Days	6
	C&W	101
	C&W
    Lease	102
	C&W
    Restrictions Clause	102
	Carbon
    Emission Determination	27
	Carbon
    Emissions Limits	26
	Cash
    Operating Income Threshold	127
	Casualty
    Statement	83
	Claim	135
	Claim
    Against Landlord	133
	Claim
    Against Tenant	134
	Commencement
    Date	2
	Compliance
    Challenge	71
	Construction
    Contract	48
	Consumer
    Price Index	6
	Contractor’s
    Liability Policy	55
	Control	6
	Decorative
    Alterations	51
	Deficiency	122
	Disbursement
    Request	50
	Electricity
    Additional Rent	39
	Electricity
    Inclusion Charge	41
	Embargoed
    Person	143
	Epidemic/Pandemic
    Unavoidable Delay	68
	Escalation
    Rent	6
	Event
    of Default	115
	Excluded
    Amounts	20
	Existing
    9th Floor Tenant	108
	Existing
    9th Floor Tenant’s Lease	108
	Expedited
    Arbitration Proceeding	137
	Expiration
    Date	1
	Fair
    Market Rent	113
	FF&E
    Allowance	62
	FF&E
    Expenses	62
	Final
    Cost Notice	48
	Final
    Plans	44
	Final
    Removal Cost Notice	60
	First
    8th Floor Option Space	103
	First
    Outside Date	2
	First
    Work Estimate Notice	48
	Fixed
    Expiration Date	2
	Fixed
    Rent	4
	GAAP	6
	Governmental
    Authority	70
	Holidays	7


 




    	viii



    	 



    

 


	HVAC	33
	HVAC
    Systems	33
	Increased
    Work Estimate Payment	48
	Indemnitee	135
	Indemnitor	135
	Initial
    Alterations	51
	Initial
    Removal Cost Notice	60
	Initial
    Tenant Requirement	7
	Insolvency
    Events	120
	Insolvency
    Party	117
	ISO	78
	Landlord	1
	Landlord
    Indemnitees	134
	Landlord’s
    Base Building Work	43
	Landlord’s
    Contribution	47
	Landlord’s
    Determination	114
	Landlord’s
    Premises Work	44
	Landlord’s
    Property Policy	79
	Landlord’s
    Work	44
	Latent
    Defect	45
	Lessor	72
	Letter
    of Credit	125
	List	141
	Local
    Law 97	26
	Local
    Law 97 Costs	27
	Long
    Lead Work	46
	Maximum
    Disbursement Amount	49
	Measurement
    Protocol	26
	Minimum
    Demise Requirement	7
	Minimum
    Occupancy Requirement	7
	Minor
    Alteration	52
	Minor
    Alterations Threshold	52
	Monthly
    Operating Expense Payment Amount	16
	Monthly
    Tax Payment Amount	22
	Mortgage	73
	Mortgagee	73
	Net
    Worth Assignment Requirement	99
	Nondisturbance
    Agreement	73
	Occupancy
    Agreement	87
	OFAC	141
	Operating
    Expense Payment	12
	Operating
    Expense Statement	12
	Operating
    Expense Year	12
	Operating
    Expenses	8
	Option	104
	Option
    Cutoff Date	105


 




    	ix



    	 



    

 


	Option
    Notice	103
	Option
    Response Notice	104
	Option
    Space	103
	Option
    Space Commencement Date	107
	Option
    Space Outside Date	107
	Option
    Term	104
	Original
    Work Estimate Payment	48
	Out-of-Pocket
    Costs	7
	Overtime
    Periods	33
	Permitted
    Party	87
	Person	7
	Plan
    Deadline	44
	Plan
    Requirements	44
	Predecessor
    Tenant	119
	Preliminary
    Space Plan	44
	Premises	1
	Property
    Management Charge	8
	Proposed
    Transfer Terms	89
	Prospective
    Operating Expense Statement	16
	Prospective
    Tax Statement	22
	Public
    Health Closure	3
	Qualified
    Alteration	59
	Real
    Property	1
	Recapture
    Date	90
	Recapture
    Procedure	89
	Recapture
    Space	89
	Recapture
    Sublease	90
	Recapture
    Sublease Notice	90
	Recapture
    Subtenant	90
	Recapture
    Termination	91
	Recapture
    Termination Notice	91
	Removal
    Costs	60
	Renewal
    Notice	112
	Renewal
    Option	112
	Renewal
    Term	112
	Renewal
    Term Commencement Date	112
	Rent
    Commencement Date	3
	Rent
    Notice	114
	Rentable
    Area	7
	Rental	3
	Requirements	70
	Reserved
    Areas	66
	Revised
    Work Estimate Notice	48
	Revision
    Deadline	44
	Risers	30
	RPAPL	117


 




    	x



    	 



    

 


	Rules	29
	Scheduled
    Additional Space Commencement Date	108
	Scheduled
    Option Space Commencement Date	103
	Second
    8th Floor Option Space	103
	Second
    Bite Date	84
	Second
    Outside Date	2
	Second
    Work Estimate Payment	48
	Security
    Amount	125
	Security
    Reduction Requirements	128
	Settlement	135
	Short-Term
    Sublease	90
	Soft
    Cost Allowance	47
	Space
    A	1
	Space
    A Fixed Rent	4
	Space
    A Operating Expense Payment	12
	Space
    A Rent Commencement Date	3
	Space
    A Tax Payment	20
	Space
    B	1
	Space
    B Fixed Rent	4
	Space
    B Operating Expense Payment	12
	Space
    B Rent Commencement Date	3
	Space
    B Tax Payment	20
	Special
    Occupant	101
	Specialty
    Alteration Approval Request	59
	Specialty
    Alterations	51
	Substantial
    Completion	51
	Successor	73
	Successor
    Limitation Items	75
	Superior
    Lease	73
	Tax
    Payment	21
	Tax
    Statement	21
	Tax
    Year	21
	Taxes	21
	Tenant	1
	Tenant
    Indemnitees	134
	Tenant
    Obligor	120
	Tenant
    Work Delays	46
	Tenant’s
    Carbon Emission Allocation	26
	Tenant’s
    Initial Plans	44
	Tenant’s
    Auto Policy	78
	Tenant’s
    Cash Operating Income	127
	Tenant’s
    Determination	114
	Tenant’s
    Financial Statements	127
	Tenant’s
    Liability Policy	78
	Tenant’s
    Operating Expense Share	12
	Tenant’s
    Property	52


 




    	xi



    	 



    

 


	Tenant’s
    Property Policy	78
	Tenant’s
    Sign	31
	Tenant’s
    Space A Operating Expense Share	12
	Tenant’s
    Space A Tax Share	22
	Tenant’s
    Space B Operating Expense Share	12
	Tenant’s
    Space B Tax Share	22
	Tenant’s
    Statements	77
	Tenant’s
    Tax Share	21
	Tenant’s
    Termination Date	5
	Tenant’s
    Work Cost	47
	Tenant’s
    Worker’s Compensation Policy	78
	Term	1
	Term
    Sheet	96
	Termination
    Notice	2
	Terrace
    Area	31
	Third
    8th Floor Option Space	103
	Third
    Outside Date	2
	Third
    Work Estimate Payment	48
	Transfer	87
	Transfer
    Date	89
	Transfer
    Expenses	89
	Transfer
    Inflow	98
	Transfer
    Notice	89
	Transfer
    Outflow	98
	Transfer
    Profit	97
	Transferee	89
	Transferor	89
	Unavoidable
    Delay	68
	Usable
    Area	7
	Utility
    Company	15
	Work
    Access	65
	Work
    Cost	47
	Work
    Deposit	56
	Work
    Estimate Payment	48


 










    	xii



    	 



    

 


EXHIBITS 


 


Exhibit
“A”-1 - Space A


 


Exhibit
“A”-2 - Space B


 


Exhibit
“3.3” - Rules


 


Exhibit
“3.5” - Terrace Area


 


Exhibit
“4.3” - HVAC Specifications


 


Exhibit
“4.4” - Cleaning Specifications


 


Exhibit
“6.2” - Preliminary Space Plan


 


Exhibit
“7.9” - Designated Contractors


 


Exhibit
“17.11(C)” - C&W Restrictions Clause


 


Exhibit
“17.11(D)” - C&W Long List Competitors and Short List Competitors


 


Exhibit
“18.1”-1 - 9th Floor Option Space


 


Exhibit
“18.1”-2 - First 8th Floor Option Space


 


Exhibit
“18.1”-3 - Second 8th Floor Option Space


 


Exhibit
“18.1”-4 - Third 8th Floor Option Space


 


Exhibit
“19.1” - Additional Space


 


Exhibit
“26.1” - Form Letter of Credit


 




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THIS
LEASE, dated as of the 23rd day of February, 2021, by and between HWA 1290 III LLC, HWA 1290 IV LLC and HWA 1290 V LLC,
each a Delaware limited liability company, each having an address at c/o Vornado Office Management LLC, 888 Seventh Avenue, New
York, New York 10019, collectively, as landlord, and FUBOTV INC., a Florida corporation, having an address at 1330 Avenue of the
Americas, New York, New York 10019, as tenant (the Person(s) that hold(s) the interest of the landlord hereunder at any particular
time being referred to herein as “Landlord”; subject to Section 17.1(F) hereof, the Person that holds the interest
of the tenant hereunder at any particular time being referred to herein as “Tenant”).


 


W
I T N E S S E T H:


 


WHEREAS,
Landlord wishes to demise and let unto Tenant, and Tenant wishes to hire and take from Landlord, on the terms and subject to the
conditions set forth herein, the premises located in the building that is known by the street address of 1290 Avenue of the Americas,
New York, New York 10104 (the “Building”; the Building, together with the plot of land on which the Building
is constructed, being collectively referred to herein as the “Real Property”), as follows:


 


	1.
    	the
    space that is located on the portion of the ninth (9th) floor of the Building, as shown on Exhibit “A”-1 attached
    hereto and made a part hereof (the “Space A”), and
	 	 
	2.	the space that is located on the ninth (9th) floor of the Building, as shown on Exhibit “A”-2 attached hereto
    and made a part hereof (the “Space B”) (Space A and Space B being collectively referred to herein as the
    “Premises”).


 


NOW,
THEREFORE, in consideration of the premises, and other good and valuable consideration, the mutual receipt and legal sufficiency
of which the parties hereto hereby acknowledge, Landlord and Tenant hereby agree as follows:


 


Article
1

DEMISE, TERM, FIXED RENT


 


1.1.
Demise.


 


Subject
to the terms hereof, Landlord hereby demises and lets to Tenant and Tenant hereby hires and takes from Landlord the Premises for
the term to commence on the Commencement Date and to end on the last day of the calendar month during which occurs the day immediately
preceding the date that is twelve (12) years after the Space B Rent Commencement Date (the “Fixed Expiration Date”;
the Fixed Expiration Date, or such earlier or later date that the term of this Lease expires or otherwise terminates pursuant
to the terms hereof or pursuant to law, being referred to herein as the “Expiration Date”; the term commencing
on the Commencement Date and ending on the Expiration Date being referred to herein as the “Term”).


 




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1.2.
Commencement Date.


 


(A)
The term of this Lease shall commence on the date that Landlord delivers vacant and exclusive possession of the Premises to Tenant
with Landlord’s Premises Work Substantially Complete (such date that Landlord delivers vacant and exclusive possession of
the Premises to Tenant with Landlord’s Premises Work Substantially Complete being referred to herein as the “Commencement
Date”). Landlord shall give Tenant at least ten (10) days advance notice of the occurrence of the Commencement Date
(it being understood that Landlord shall have the right to give more than one (1) such notice as hereinafter provided), with the
understanding, however, that (x) Landlord shall not be in default if the Commencement Date occurs earlier or later than the date
that Landlord specifies in any such notice to Tenant, provided that Landlord gives such notice to Tenant in good faith, and (y)
the Commencement Date shall occur as otherwise provided in this Lease notwithstanding that the Commencement Date occurs earlier
or later than the date that Landlord specifies in any such notice, provided that Landlord gives such notice to Tenant in good
faith.


 


(B)
Landlord shall use commercially reasonable efforts to Substantially Complete Landlord’s Premises Work on or prior October
1, 2021. If Landlord’s Premises Work is not Substantially Complete on or prior to January 1, 2022, as such date may be adjourned
by periods of Unavoidable Delays (including, without limitation, Epidemic/Pandemic Unavoidable Delays) (but not to exceed sixty
(60) days in the aggregate for any Unavoidable Delays other than Epidemic/Pandemic Unavoidable Delays), Tenant Work Delays and/or
Long Lead Work (such date, as the same may be so adjourned, the “First Outside Date”), then each Applicable
Rent Commencement Date shall be adjourned, as Tenant’s sole remedy, subject to the other remedy in this Section 1.2(B),
by one (1) day for each day occurring during the period commencing on the First Outside Date until the earlier to occur of (i)
day immediately preceding the date Landlord’s Premises Work is Substantially Complete, and (ii) the Second Outside Date.
If Landlord’s Premises Work is not Substantially Complete on or prior to April 1, 2022, as such date may be adjourned by
periods of Unavoidable Delays (including, without limitation, Epidemic/Pandemic Unavoidable Delays) (but not to exceed sixty (60)
days in the aggregate for any Unavoidable Delays other than Epidemic/Pandemic Unavoidable Delays), Tenant Work Delays and/or Long
Lead Work (such date, as the same may be so adjourned, the “Second Outside Date”), then each Applicable Rent
Commencement Date shall be adjourned, as Tenant’s sole remedy, subject to the other remedy in this Section 1.2(B), by two
(2) days for each day occurring during the period commencing on the Second Outside Date until the day immediately preceding the
date Landlord’s Premises Work is Substantially Complete. If Landlord’s Premises Work is not Substantially Complete
on or prior to the date that a Successor succeeds to Landlord’s interest in the Real Property as provided in Article 13
hereof, as such date may be adjourned by periods of Unavoidable Delays (including, without limitation, Epidemic/Pandemic Unavoidable
Delays) (but not to exceed sixty (60) days in the aggregate for any Unavoidable Delays other than Epidemic/Pandemic Unavoidable
Delays), Tenant Work Delays and/or Long Lead Work (such date, as the same may be so extended, the “Third Outside Date”)
then Tenant, as Tenant’s sole remedy, subject to the other remedies expressly set forth in this Section 1.2(B), shall have
the right to terminate this Lease by giving notice thereof (a “Termination Notice”) to Landlord no later than
the thirtieth (30th) day after the Third Outside Date (as to which thirtieth (30th) day time shall be of the essence). If Tenant
delivers the Termination Notice to Landlord and Landlord’s Premises Work is not Substantially Complete on or prior to the
fifth (5th) day after Tenant’s delivery of the Termination Notice, then this Lease shall automatically terminate on such
fifth (5th) day; it being understood, however, that if Landlord shall deliver the Premises to Tenant with Landlord’s Premises
Work Substantially Complete by such fifth (5th) day, then such Termination Notice shall be deemed null and void and this Lease
shall remain in full force and effect and Tenant shall have no further right to terminate this Lease pursuant to this Section
1.2(B). If Tenant effectively exercises such aforesaid right to terminate this Lease, then, subject to the terms hereof, from
and after the Third Outside Date, neither party shall have any further rights or obligations hereunder except for those obligations
which expressly survive the Expiration Date. For purposes of clarity, Landlord and Tenant agree that there shall be no cap on
the number of days that the First Outside Date, the Second Outside Date and the Third Outside Date are each adjourned as a result
of Epidemic/Pandemic Unavoidable Delays.


 




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(C)
The term “Rental” shall mean, collectively, the Fixed Rent, the Escalation Rent, the additional rent payable
by Tenant to Landlord hereunder, and all other amounts payable by Tenant to Landlord hereunder.


 


1.3.
Rent Commencement Date.


 


(A)
The term “Rent Commencement Date” shall mean the Applicable Rent Commencement Date that first occurs.


 


(B)
The term “Applicable Rent Commencement Date” shall mean the Space A Rent Commencement Date (with respect to
the Space A) and the Space B Rent Commencement Date (with respect to the Space B).


 


(C)
The term “Space A Rent Commencement Date” shall mean the four hundred fifty-ninth (459th) day after the Commencement
Date, which date shall be adjourned by one (1) day for each day, but not exceeding thirty (30) days in the aggregate, that Tenant
is prohibited by reason of a Public Health Closure from occupying the Premises for the conduct of business during the period commencing
on the Commencement Date and ending on the day immediately preceding the four hundred fifty-ninth (459th) day after the Commencement
Date.


 


(D)
The term “Space B Rent Commencement Date” shall mean the seven hundred thirty-first (731st) day after Commencement
Date, which date shall be adjourned by one (1) day for each day, but not exceeding thirty (30) days in the aggregate, that Tenant
is prohibited by reason of a Public Health Closure from occupying the Premises for the conduct of business during the period commencing
on the Commencement Date and ending on the day immediately preceding the seven hundred thirty-first (731st) day after the Commencement
date.


 


(E)
The term “Public Health Closure” shall mean any period of time that Tenant is prohibited from occupying one
hundred percent (100%) of the Premises with Tenant’s employees for the conduct of business by reason of governmental actions
(including any directives (including public health directives) or orders or other Requirements issued or adopted by any Governmental
Authority, whether temporary or permanent) in connection with any epidemic or pandemic (it being agreed, for purposes of clarity,
if Tenant together with its employees is permitted under such governmental actions or orders or other Requirements to occupy a
portion of the Premises for the conduct of business, the same shall not constitute a Public Health Closure).


 




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1.4.
Fixed Rent.


 


(A)
The annual fixed rent for the Space A (the “Space A Fixed Rent”) shall be:


 


(1)
Three Million Five Hundred Thirty Thousand Two Hundred Fifty Dollars and No Cents ($3,530,250.00) ($294,187.50 per month) for
the period commencing on the Space A Rent Commencement Date and ending on the day immediately preceding the date that is four
(4) years after the Space A Rent Commencement Date;


 


(2)
Three Million Seven Hundred Sixty-Five Thousand Six Hundred Dollars and No Cents ($3,765,600.00) ($313,800.00 per month) for the
period commencing on the date that is four (4) years after the Space A Rent Commencement Date and ending on the day immediately
preceding the date that is eight (8) years after the Space A Rent Commencement Date; and


 


(3)
Four Million Nine Hundred Fifty Dollars and No Cents ($4,000,950.00) ($333,412.50 per month) for the period commencing on the
date that is eight (8) years after the Space A Rent Commencement Date and ending on the Fixed Expiration Date.


 


(B)
The annual fixed rent for the Space B (the “Space B Fixed Rent”) shall be:


 


(1)
Five Hundred Ninety-Seven Thousand Nine Hundred Dollars and No Cents ($597,900.00) ($49,825.00 per month) for the period commencing
on the Space B Rent Commencement Date and ending on the day immediately preceding the date that is four (4) years after the Space
B Rent Commencement Date;


 


(2)
Six Hundred Thirty-Seven Thousand Seven Hundred Sixty Dollars and No Cents ($637,760.00) ($53,146.67 per month) for the period
commencing on the date that is four (4) years after the Space B Rent Commencement Date and ending on the day immediately preceding
the date that is eight (8) years after the Space B Rent Commencement Date; and


 


(3)
Six Hundred Seventy-Seven Thousand Six Hundred Twenty Dollars and No Cents ($677,620.00) ($56,468.33 per month) for the period
commencing on the date that is eight (8) years after the Space B Rent Commencement Date and ending on the Fixed Expiration Date;


 


(each
of the Space A Fixed Rent and the Space B Fixed Rent being referred to herein as the “Applicable Fixed Rent”;
the Space A Fixed Rent and the Space B Fixed Rent being collectively referred to herein as the “Fixed Rent”).


 


1.5.
Payments of Fixed Rent.


 


(A)
Tenant shall pay the Fixed Rent in lawful money of the United States of America that is legal tender in payment of all debts and
dues, public and private, at the time of payment, in equal monthly installments, in advance, on the first (1st) day of each calendar
month during the Term commencing on the Applicable Rent Commencement Date, at the office of Landlord or such other place as Landlord
may designate from time to time on at least thirty (30) days of advance notice to Tenant, without any set-off, offset, abatement
or deduction whatsoever (except to the extent otherwise expressly set forth herein); provided, however, that Tenant shall be permitted
to pay an installment Fixed Rent to Landlord no more than thirty (30) days before the date such installment of Fixed Rent is due
hereunder.


 




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(B)
Landlord shall have the right to require Tenant to pay the Fixed Rent and any other items of Rental when due by wire transfer
of immediately available funds to an account that Landlord designates from time to time on at least thirty (30) days of advance
notice to Tenant.


 


(C)
Subject to Section 1.5(B) hereof, Tenant shall have the right to pay the Fixed Rent and any other items of Rental by wire transfer
of immediately available funds to an account that Landlord designates from time to time on at least thirty (30) days of advance
notice to Tenant. Landlord shall so designate an account within thirty (30) days after Tenant’s request therefor from time
to time.


 


(D)
If the Applicable Rent Commencement Date is not the first (1st) day of a calendar month, then (x) the Applicable Fixed Rent due
hereunder for the calendar month during which the Applicable Rent Commencement Date occurs shall be adjusted appropriately based
on the number of days in such calendar month, and (y) Tenant shall pay to Landlord such amount (adjusted as aforesaid for such
calendar month) on the Applicable Rent Commencement Date. If the Expiration Date is not the last day of a calendar month, then
the Fixed Rent due hereunder for the calendar month during which the Expiration Date occurs shall be adjusted appropriately based
on the number of days in such calendar month.


 


1.6.
Termination Rights.


 


Subject
to the terms of this Section 1.6, Tenant shall have the one-time right to terminate this Lease during the Term effective as of
the last day of the calendar month during which occurs the day immediately preceding the eighth (8th) anniversary of the Space
B Rent Commencement Date (such termination date being referred to herein as “Tenant’s Termination Date”).
Tenant shall have the right to terminate this Lease as provided in this Section 1.6 effective as of Tenant’s Termination
Date only by giving notice thereof to Landlord not later than the date that is four hundred fifty (450) days before Tenant’s
Termination Date (as to which date time shall be of the essence). Tenant’s termination right shall be ineffective if, on
Tenant’s Termination Date or on the date of Tenant’s notice, the Initial Tenant Requirement is not satisfied or a
monetary or material non-monetary Event of Default has occurred and is then continuing. If Tenant exercises Tenant’s right
to terminate this Lease as of Tenant’s Termination Date as provided in this Section 1.6, then Tenant, on Tenant’s
Termination Date, shall vacate the Premises and surrender the Premises to Landlord in accordance with the terms of this Lease
that govern Tenant’s obligations upon the expiration or earlier termination of the Term. Tenant’s exercise of Tenant’s
right to terminate this Lease as provided in this Section 1.6 shall be ineffective unless Tenant pays to Landlord, as additional
rent, on the date that Tenant gives the aforesaid notice to Landlord to so terminate this Lease, an amount equal to Eight Million
Forty-Eight Thousand Six Hundred Five Dollars and No Cents ($8,048,605.00). The provisions of this Section 1.6 shall survive Tenant’s
Termination Date.


 




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1.7.
Certain Definitions.


 


(A)
The term “Affiliate” shall mean a Person that (1) Controls, (2) is under the Control of, or (3) is under common
Control with, the Person in question.


 


(B)
The term “Applicable Rate” shall mean, at any particular time, the lesser of (x) three hundred (300) basis
points above the Base Rate at such time, and (y) the maximum rate permitted by applicable law at such time.


 


(C)
The term “Base Rate” shall mean the rate of interest announced publicly from time to time by Citibank, N.A.,
or its successor, as its “prime lending rate” (or such other term as may be used by Citibank, N.A. (or its successor),
from time to time, for the rate presently referred to as its “prime lending rate”).


 


(D)
The term “Business Days” shall mean all days, excluding Saturdays, Sundays and Holidays.


 


(E)
The term “Consumer Price Index” shall mean the Consumer Price Index for All Urban Consumers published by the
Bureau of Labor Statistics of the United States Department of Labor, All Items (1982-84 = 100), seasonally adjusted, for the most
specific area that includes the location of the Building (which the parties acknowledge is currently New York – Northern
New Jersey – Long Island, NY – NJ – CT – PA), or any successor index thereto. If the Consumer Price Index
is converted to a different standard reference base or otherwise revised, then the determination of adjustments provided for herein
shall be made with the use of such conversion factor, formula or table for converting the Consumer Price Index as may be published
by the Bureau of Labor Statistics or, if said Bureau does not publish such conversion factor, formula or table, then with the
use of such conversion factor, formula or table as may be published by Prentice-Hall, Inc. or any other nationally recognized
publisher of similar statistical information. If the Consumer Price Index ceases to be published, and there is no successor thereto,
then Landlord and Tenant shall use diligent efforts, in good faith, to agree upon a substitute index for the Consumer Price Index.
Either party shall have the right to submit the issue of the designation of such substitute index to an Expedited Arbitration
Proceeding.


 


(F)
The term “Control” shall mean direct or indirect ownership of more than fifty percent (50%) of the outstanding
voting stock of a corporation or other majority equity interest if not a corporation and the possession of power to direct or
cause the direction of the management and policy of such corporation or other entity, whether through the ownership of voting
securities, by statute or by contract.


 


(G)
The term “Escalation Rent” shall mean the Rental payable to Landlord under Article 2 hereof.


 


(H)
The term “GAAP” shall mean generally accepted accounting principles, consistently applied, except that if,
at any time from and after the date hereof, the American Institute of Certified Public Accountants adopts international financial
reporting standards as the basis for financial reporting in the United States, then references in this Lease to GAAP shall be
deemed to be references to such international financial reporting standards, consistently applied.


 




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(I)
The term “Holidays” shall mean all days observed as legal holidays by either (x) the State of New York, (y)
the United States of America, or (z) the labor unions that service the Building; provided, however, that if (x) all of the labor
unions that service the Building do not observe a particular day as a holiday, and (y) the State of New York or the United States
of America do not otherwise observe such day as a holiday, then such day shall constitute a Holiday for purposes hereof only to
the extent that Landlord requires the services that are provided by members of the particular labor union to perform the corresponding
service for Tenant hereunder (so that if, for example, (x) the labor union for office cleaning personnel observes a particular
day as a holiday but the labor union for the engineers that operate the HVAC System does not observe such day as a holiday, and
(y) the State of New York or the United States of America does not otherwise observe such day as a holiday, then such day shall
constitute a Holiday for purposes of determining whether Landlord is required to provide office cleaning services on such day,
but such day shall not constitute a Holiday for purposes of determining whether Landlord is required to provide HVAC services
on such day).


 


(J)
The term “Initial Tenant Requirement” shall mean the requirement that Tenant is the Person that executed and
delivered this Lease initially as the tenant hereunder or a Person that succeeds to such Person pursuant to the terms of Section
17.9 hereof.


 


(K)
The term “Minimum Demise Requirement” shall mean the requirement that this Lease demises at least fifty-five
thousand forty-two (55,042) square feet of Rentable Area.


 


(L)
The term “Minimum Occupancy Requirement” shall mean the requirement that Tenant (and/or an Affiliate of Tenant)
together with any Special Occupants occupies at least eighty percent (80%) of the Rentable Area that is then demised by this Lease
for the conduct of business.


 


(M)
The term “Out-of-Pocket Costs” shall mean costs that a Person pays to a third party that is not an Affiliate
of such Person (and, accordingly, Out-of-Pocket Costs shall not include (i) the costs that such Person incurs in compensating
its own employees to perform a service or supervise work within the scope of their employment, or (ii) the administrative costs
that such Person incurs in operating its own offices).


 


(N)
The term “Person” shall mean any natural person or persons or any legal form of association, including, without
limitation, a partnership, a limited partnership, a corporation, and a limited liability company.


 


(O)
The term “Rentable Area” shall mean, with respect to a particular floor area, the area thereof (expressed as
a particular number of square feet), as determined in accordance with the standards that the parties used to calculate that the
area of all of the Premises is the sum of (i) forty-seven thousand seventy (47,070) square feet for Space A and (ii) seven thousand
nine hundred seventy-two (7,972) square feet for Space B.


 


(P)
The term “Usable Area” shall mean, with respect to a particular floor area, the usable area thereof (expressed
as a particular number of square feet), as determined in accordance with The Recommended Method of Floor Measurement of Office
Buildings, Effective January 1, 1987, Revised December 2003, as published by The Real Estate Board of New York, Inc.


 




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Article
2

ESCALATION RENT


 


2.1.
Operating Expense Definitions.


 


(A)
The term “Base Operating Expenses” shall mean the Operating Expenses for the Base Operating Expense Year.


 


(B)
The term “Base Operating Expense Year” shall mean the 2022 calendar year.


 


(C)
The term “Operating Expenses” shall mean, subject to the terms of this Section 2.1 and to Section 2.2(F) hereof,
the expenses paid or incurred by or on behalf of Landlord in insuring, maintaining, repairing, managing and operating the Real
Property (and employing personnel therefor) as reflected on Landlord’s books (which Landlord shall keep in accordance with
GAAP). Landlord shall have the right to include in Operating Expenses for a particular Operating Expense Year a property management
charge in an amount equal to the product obtained by multiplying (i) three percent (3%), by (ii) the gross rents that Landlord
collects from Tenant and the other tenants in the Building during such Operating Expense Year (such amount being referred to herein
as the “Property Management Charge”) (provided that if Landlord includes the Property Management Charge in
Operating Expenses for an Operating Year, then Landlord shall include the Property Management Charge calculated using the same
formula in the Operating Expenses for the Base Operating Expense Year). Operating Expenses shall exclude:


 


(1)
Taxes,


 


(2)
Excluded Amounts,


 


(3)
subject to Section 2.2(F) hereof, payments of interest or principal in respect of Landlord’s debt (including, without limitation,
any debt that is secured by Mortgages),


 


(4)
expenses that relate to leasing space in the Building (including, without limitation, the cost of tenant improvements (or allowances
that Landlord provides to a tenant therefor), the cost of performing improvements to prepare a particular portion of the Building
for occupancy by a tenant, the cost of rent concessions, advertising expenses, leasing commissions and the cost of lease buy-outs),


 


(5)
expenses that Landlord incurs in selling, purchasing, financing or refinancing the Real Property,


 


(6)
the cost of any repairs, replacements or improvements to the Building that are required to be capitalized by GAAP (including,
without limitation, lease obligations that are required to be capitalized under GAAP) (except in each case as otherwise provided
in Section 2.2(F) hereof),


 




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(7)
depreciation or amortization expense (subject, however, to Section 2.2(F) hereof),


 


(8)
the cost of electricity that is furnished to the portions of the Building that Landlord has leased, that Landlord is offering
for lease, or that otherwise constitutes leasable space that is not used for the general benefit of the occupants of the Building
(it being understood that Operating Expenses shall include the cost of electricity that is required to operate the Building Systems
as provided in Section 2.2(B) hereof),


 


(9)
salaries and the cost of benefits in either case for personnel above the grade of building manager,


 


(10)
charges for the general overhead costs that Landlord incurs in managing, operating, maintaining, or staffing its offices that
are not located at the Building, other than the salaries and the costs of benefits of Persons providing services to and properly
allocable to the Building at or below the level of a building manager,


 


(11)
rent paid or payable under Superior Leases (except to the extent that (I) such rent that is paid or payable under any such Superior
Lease is for Taxes or Operating Expenses, and (II) Landlord has not otherwise included such Taxes or Operating Expenses in the
calculation of Escalation Rent under this Article 2),


 


(12)
subject to Section 2.2 hereof, any expense for which Landlord is otherwise compensated, whether by virtue of insurance proceeds,
condemnation proceeds, claims under warranties, Tenant or other tenants in the Building making payment directly to Landlord for
Landlord’s services in the Building or otherwise (other than by virtue of other tenants in the Building making payments
to Landlord for Operating Expenses as escalation rental),


 


(13)
the cost of providing any level of service or utility to Tenant or other tenants in the Building that exceeds the level of service
that Landlord is required to furnish to Tenant at no additional charge hereunder (other than additional rent payable by Tenant
under this Article 2),


 


(14)
legal or arbitration fees and disbursements that are paid or incurred in connection with the negotiation of, or disputes arising
out of, any lease for space in the Real Property,


 


(15)
costs that Landlord incurs in restoring the Building after the occurrence of a fire or other casualty or after a partial condemnation
thereof (other than the amount of retained losses),


 


(16)
costs that Landlord incurs in performing, or correcting defects in, Landlord’s Work;


 




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(17)
advertising, entertainment and promotional costs that are paid or incurred for the Building,


 


(18)
management fees that Landlord pays to a property manager (it being understood, however, that nothing in this clause (18) limits
Landlord’s right to include in Operating Expenses the Property Management Charge),


 


(19)
the expenses paid or incurred by or on behalf of Landlord in owning, maintaining, repairing, managing and operating the portion
of the Real Property that is used for retail purposes,


 


(20)
any fee or expenditure that is paid or payable to any Affiliate of Landlord to the extent that such fee or expenditure exceeds
the amount that would be reasonably expected to be paid in the absence of such relationship,


 


(21)
interest, penalties, fines and late charges that in either case are paid or incurred as a result of late payments made by Landlord
or by reason of the failure of Landlord or other tenants in the Building to comply with Requirements (to the extent that Landlord
is required to comply with such Requirements pursuant to the terms hereof),


 


(22)
costs incurred in operating any sign or other similar device designed principally for advertising or promotion to the extent that
Landlord leases or licenses to a third party such sign or device, or the portion of the Building where such sign or device is
installed,


 


(23)
the cost of any judgment, settlement, or arbitration award resulting from any liability of Landlord (other than liability for
amounts otherwise includible in Operating Expenses hereunder) and all expenses incurred in connection therewith,


 


(24)
amounts payable by Landlord for withdrawal liability or unfunded pension liability to a multi-employer pension plan (under Title
IV of the Employee Retirement Income Security Act of 1974, as amended),


 


(25)
costs incurred by Landlord which result from Landlord’s breach of this Lease or Landlord’s negligence or willful misconduct,


 


(26)
costs that Landlord incurs to correct a representation made by Landlord in this Lease,


 


(27)
fines or penalties that are assessed against Landlord by a Governmental Authority by virtue of violations at the Building of applicable
Requirements,


 


(28)
fees, dues or contributions that Landlord pays voluntarily to civic organizations, charities, political parties or political action
committees,


 


(29)
the cost of providing HVAC during Overtime Periods to portions of the Building that Landlord has leased, that Landlord is offering
for lease, or that otherwise constitutes leasable space that is not used for the general benefit of the occupants of the Building
(except that Landlord shall have the right to include in Operating Expenses the cost of providing HVAC during Overtime Periods
that Landlord ordinarily supplies to the Building generally in accordance with good management practices),


 




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(30)
the cost of providing freight elevator or loading dock service during Overtime Periods (except that Landlord shall have the right
to include in Operating Expenses the cost of providing freight elevator or loading dock service during Overtime Periods that Landlord
ordinarily supplies to the Building generally in accordance with good management practices),


 


(31)
the cost of objects of fine art that Landlord installs in the Building (with the understanding, however, that (x) Landlord shall
have the right to include in Operating Expenses the cost of fine art that Landlord installs in the Building to the extent that
such installation is required by applicable Requirements (subject, however, to Section 2.2(F) hereof), and (y) nothing contained
in this clause (31) precludes Landlord from including in Operating Expenses the reasonable cost of maintaining and repairing a
reasonable quantity objects of fine art that Landlord installs in the common areas of the Building (it being agreed that the number
of objects of fine art installed by Landlord in the common areas of the Building as of the date hereof is deemed to be a reasonable
quantity),


 


(32)
costs associated with the construction, installation, repair or operation of any broadcasting facility, conference center, luncheon
club, athletic facility, child care facility, auditorium, cafeteria, or any other similar specialty facility, except to the extent
that the operation of any such facility exists in the Building for the general benefit of tenants in the Building including Tenant
at no additional charge or at a reduced/subsidized rate,


 


(33)
costs that Landlord incurs in operating an ancillary service in the Building in respect of which users pay a separate charge (such
as a shoe shine stand, a newsstand, a stationery store or a parking facility),


 


(34)
costs that are duplicative of any other cost that is included in Operating Expenses,


 


(35)
costs that Landlord incurs in organizing or maintaining in good standing the entity that constitutes Landlord, or in authorizing
Landlord to do business in the jurisdiction where the Building is located,


 


(36)
costs that Landlord incurs in abating asbestos or asbestos-containing materials,


 


(37)
costs incurred to remove, encapsulate or otherwise abate hazardous materials that are located in the Building as of the date hereof
to the extent that a Requirement requires such removal, encapsulation or abatement as of the date hereof (it being understood,
however, that nothing in this clause (37) limits Landlord’s right to include in Operating Expenses the costs that Landlord
incurs to test and monitor such hazardous materials),


 








(38)
the portion of any costs that are properly allocable to any building other than the Building,


 






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(39)
costs incurred in connection with the acquisition or sale of air rights, transferable development rights, easements or other real
property interests, and


 


(40)
costs incurred in connection with expanding the Rentable Area of the Building.


 


(D)
The term “Operating Expense Payment” shall mean, with respect to any Operating Expense Year, the sum of the
Space A Operating Expense Payment and the Space B Operating Expense Payment.


 


(E)
The term “Operating Expense Statement” shall mean a statement that shows in reasonable detail the Operating
Expense Payment for a particular Operating Expense Year.


 


(F)
The term “Operating Expense Year” shall mean the Base Operating Expense Year and each subsequent calendar year.


 


(G)
The term “Space A Operating Expense Payment” shall mean, with respect to any Operating Expense Year, the product
obtained by multiplying (I) the excess (if any) of (A) the Operating Expenses for such Operating Expense Year, over (B) the Base
Operating Expenses, by (II) Tenant’s Space A Operating Expense Share. There shall be no Space A Operating Expense Payment
due for any period prior to the Space A Rent Commencement Date.


 


(H)
The term “Space B Operating Expense Payment” shall mean, with respect to any Operating Expense Year, the product
obtained by multiplying (I) the excess (if any) of (A) the Operating Expenses for such Operating Expense Year, over (B) the Base
Operating Expenses, by (II) Tenant’s Space B Operating Expense Share. There shall be no Space B Operating Expense Payment
due for any period prior to the Space B Rent Commencement Date


 


(I)
The term “Tenant’s Operating Expense Share” shall mean, subject to the terms hereof, (i) Tenant’s
Space A Operating Expense Share (for Space A) and (ii) Tenant’s Space B Operating Expense Share (for Space B).


 


(J)
The term “Tenant’s Space A Operating Expense Share” shall mean, subject to the terms hereof, two and
three thousand six hundred forty-seven ten-thousandths percent (2.3647%).


 


(K)
The term “Tenant’s Space B Operating Expense Share” shall mean, subject to the terms hereof, four thousand
five ten-thousandths percent (0.4005%).


 


2.2.
Calculation of Operating Expenses.


 


(A)


 


(1)
Subject to the terms of this Section 2.2(A), if the entire Rentable Area of the Building (other than the retail portion thereof)
is not occupied by Persons conducting business therein for the entire Operating Expense Year (including the Base Operating Expense
Year), then, for purposes of calculating the Operating Expense Payment, Landlord shall increase Operating Expenses that vary based
on the extent to which the Building is so occupied by the amount that Landlord would have included in Operating Expenses if the
entire Rentable Area of the Real Property (other than the retail portion thereof) was occupied by Persons conducting business
therein for the entire Operating Expense Year.


 




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(2)
Subject to the terms of this Section 2.2(A), if (i) for any particular period, Landlord performs a particular service or a particular
level of service for the benefit of Tenant in operating the Real Property, (ii) Tenant does not otherwise pay to Landlord additional
rent for the costs incurred by Landlord in performing such service or such level of service, (iii) Landlord includes the cost
of performing such service or such level of service in Operating Expenses for purposes of calculating the Operating Expense Payment
for the applicable Operating Expense Year including the Base Operating Expense Year, and (iv) Landlord does not perform such service
or such level of service for the benefit of all of the other portions of the Real Property that are occupied by Persons conducting
business therein for the applicable period, then, for purposes of calculating the Operating Expense Payment, Landlord shall have
the right to increase Operating Expenses that vary based on the extent to which Landlord performs such service or such level of
service for the benefit of occupants of the Building by the amount that Landlord would have included in Operating Expenses if
Landlord performed such service or such level of service for the entire Rentable Area of the Real Property (other than the retail
portion thereof) that is occupied by Persons conducting business therein for the applicable period.


 


(3)
Subject to the terms of this Section 2.2(A), if Landlord does not collect rents for all or any portion of the leasable space in
the Building for any particular Operating Expense Year (or a portion thereof) including the Base Operating Expense Year, then
Landlord shall have the right to increase Operating Expenses to reflect the Property Management Charge that Landlord would have
incurred if Landlord had collected rents for the entire applicable Operating Expense Year including the Base Operating Expense
Year for all of the leasable area in the Building. If (x) a lease for the leasable space in the Building (or a portion thereof)
is in effect, and (y) Landlord does not collect rent therefor for any reason (including, without limitation, the effectiveness
of a rent abatement or the tenant’s default under the applicable lease), then Landlord shall calculate the Property Management
Charge as provided in this Section 2.2(A)(3) at the rental rate that applies thereunder (it being understood that if a rental
abatement is in effect, then the Property Management Charge shall be calculated at the rental rate that applies immediately after
the last day of the abatement period). If a lease for the leasable space in the Building (or a portion thereof) is not in effect,
then Landlord shall calculate the Property Management Charge as provided in this Section 2.2(A)(3) at the average rent for all
other space in the Building for which a lease is in effect.


 


(4)
Subject to the terms of this Section 2.2(A), if Landlord, during a particular Operating Expense Year (or a portion thereof) including
the Base Operating Expense Year, does not perform repair and maintenance on a particular element of the Building because such
element of the Building is out of service or not fully in use, then Landlord shall have the right to increase Operating Expenses
to reflect the amount of expenses that Landlord would have incurred if Landlord had performed such repair and maintenance for
the entire Operating Expense Year including the Base Operating Expense Year. Accordingly, if, for example, during a particular
Operating Expense Year including the Base Operating Expense Year, Landlord does not incur costs to repair and maintain the finishes
in the lobby of the Building because the lobby is not in service for such Operating Expense Year including the Base Operating
Expense Year, then Landlord shall have the right to include in Operating Expenses for such Operating Expense Year including the
Base Operating Expense Year the costs that Landlord would have incurred in repairing and maintaining the finishes in the lobby
of the Building for such entire Operating Expense Year.


 




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(5)
Landlord shall increase the Operating Expenses for the Base Operating Expense Year as described in this Section 2.2(A). For purposes
of calculating the Operating Expenses for the Base Operating Expense Year, any fee or expenditure that otherwise constitutes an
Operating Expense and that is paid or payable to any Affiliate of Landlord shall not be less than the amount that would be reasonably
expected to be paid in the absence of such relationship.


 


(B)
Landlord shall have the right to include in Operating Expenses (and Landlord shall include in Base Operating Expenses), for the
electricity supplied to the Building Systems and other common elements of the Building, an amount equal to one hundred percent
(100%) of the sum of:


 


(1)
the product obtained by multiplying (i) the Average Cost per Peak Demand Kilowatt, by (ii) the number of kilowatts that constituted
the peak demand for electricity for the Building Systems and the other common elements of the Building for the applicable period
(as registered on a submeter or submeters, or, at Landlord’s option, as determined from time to time by a survey prepared
by an independent and reputable electrical consultant) (it being understood that such number of kilowatts as described in clause
(ii) above shall not include the number of kilowatts that are attributable to the operation of the Building Systems to the extent
that Tenant (or other tenants in the Building) make separate payment to Landlord therefor), and


 


(2)
the product obtained by multiplying (i) the Average Cost per Kilowatt Hour, by (ii) the number of kilowatt hours of electricity
used by the Building Systems and the other common elements of the Building for the applicable period (as registered on a submeter
or submeters, or, at Landlord’s option, as determined by a survey prepared by an independent and reputable electrical consultant)
(it being understood that such number of kilowatt hours as described in clause (ii) above shall not include the number of kilowatt
hours that are attributable to the operation of the Building Systems to the extent that Tenant (or other tenants in the Building)
make separate payment to Landlord therefor).


 


(C)
The term “Average Cost per Peak Demand Kilowatt” shall mean, with respect to any particular period, the quotient
obtained by dividing (x) the aggregate charge imposed by the Utility Company on Landlord for the Utility Company’s making
available electricity that satisfies the Building’s peak demand for electricity during such period, by (y) the number of
kilowatts that constituted such peak demand, as reflected on the electric meter or meters for the Building.


 




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(D)
The term “Average Cost per Kilowatt Hour” shall mean, with respect to any particular period, the quotient obtained
by dividing (x) the aggregate charge imposed by the Utility Company on Landlord for the electricity supplied to the Building for
such period (other than the aggregate charge imposed by the Utility Company on Landlord for the Utility Company’s making
available electricity that satisfies the Building’s peak demand for electricity during such period), by (y) the number of
kilowatt hours of electricity used in the Building during such period, as reflected on the electric meter or meters for the Building.


 


(E)
The term “Utility Company” shall mean, collectively, the local electrical energy distribution company and the
competitive energy provider with which Landlord has made arrangements to obtain electric service for the Building; provided, however,
that if Landlord makes arrangements to produce electricity to satisfy all or a portion of the requirements of the Building, then
(I) Utility Company shall also refer to the producer of such electricity, and (II) the charges imposed by such producer shall
be included in the calculation of Average Cost per Kilowatt Hour and Average Cost per Peak Demand Kilowatt to the extent that
such charges do not exceed the charges that Landlord would have otherwise incurred if Landlord had made arrangements to satisfy
all of the Building’s electrical requirements from a local electrical energy distribution company and a competitive energy
provider.


 


(F)
If (i) Landlord makes an improvement to the Real Property or a replacement of equipment at the Real Property in either case in
connection with the maintenance, repair, management or operation thereof, (ii) GAAP requires Landlord to capitalize the cost of
such improvement or such replacement, and (iii) such improvement or replacement is made (a) to comply with a Requirement that
is first enacted or that the applicable Governmental Authority first enforces (or first enforces in a materially different manner)
in either case from and after the date hereof, (b) in lieu of repairs, or (c) for the purpose of saving or reducing Operating
Expenses (such as, for example, an improvement that reduces labor costs or an improvement that saves energy costs) and such improvement
or replacement actually does result in such savings or reduction, then Landlord shall include in Operating Expenses for each Operating
Expense Year the amount that amortizes the cost of such improvement or such replacement, together with interest on the unamortized
portion thereof that is calculated at two hundred (200) basis points in excess of the Base Rate, in equal annual installments
over the useful life of such improvement or such equipment as determined in accordance with GAAP (until the cost of such improvement
or such equipment is amortized fully); provided, however, that (I) for any such improvement or replacement that Landlord makes
for the purpose of saving or reducing Operating Expenses, the amount included in Operating Expenses for such Operating Year shall
not exceed the amount saved and Landlord shall include in Operating Expenses for each Operating Expense Year the amount that amortizes
the cost of such improvement or such replacement, together with interest on the unamortized portion of the cost of such improvement
or replacement that is calculated at two hundred (200) basis points in excess of the Base Rate, in equal annual installments over
the period that Landlord reasonably determines that the cost of such improvement or replacement (and such interest) will equal
the aggregate amount of the reduction in other Operating Expenses for each Operating Expense Year that derives from such improvement
or such replacement (with the understanding, however, that such period shall in no event exceed the useful life of such improvement
or replacement as determined in accordance with GAAP), and (II) for any such improvement or replacement that Landlord makes in
lieu of a repair (and that Landlord does not make to comply with a Requirement or for the purpose of saving or reducing Operating
Expenses), the aforesaid amount that Landlord includes in Operating Expenses for any particular Operating Expense Year shall not
exceed the cost of the repairs that Landlord would have otherwise made if Landlord did not make such improvement or replacement.


 




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2.3.
Operating Expense Payment.


 


(A)
Tenant shall pay the Operating Expense Payment to Landlord in accordance with the terms of this Section 2.3.


 


(B)
Landlord shall have the right to give a statement to Tenant from time to time pursuant to which Landlord sets forth Landlord’s
good faith estimate of the Operating Expense Payment for a particular Operating Expense Year (any such statement that Landlord
gives to Tenant being referred to herein as a “Prospective Operating Expense Statement”; one-twelfth (1/12th)
of the Operating Expense Payment shown on a Prospective Operating Expense Statement being referred to herein as the “Monthly
Operating Expense Payment Amount”). If Landlord gives to Tenant a Prospective Operating Expense Statement (or Landlord
is deemed to have given to Tenant a Prospective Operating Expense Statement pursuant to Section 2.3(C) hereof), then Tenant shall
pay to Landlord, as additional rent, on account of the Operating Expense Payment due hereunder for such Operating Expense Year,
the Monthly Operating Expense Payment Amount, on the first (1st) day of each subsequent calendar month for the remainder of such
Operating Expense Year, in the same manner as the monthly installments of the Fixed Rent hereunder (it being understood that Tenant
shall not be required to commence such payments of the Monthly Operating Expense Payment Amount (x) before the first (1st) day
of the Operating Expense Year to which relates the applicable Monthly Operating Expense Payment Amount, or (y) earlier than the
thirtieth (30th) day after the date that Landlord gives the Prospective Operating Expense Statement to Tenant). If
Landlord gives (or is deemed to have given) to Tenant a Prospective Operating Expense Statement after the first (1st) day of the
applicable Operating Expense Year, then Tenant shall also pay to Landlord, within thirty (30) days after the date that Landlord
gives the Prospective Operating Expense Statement to Tenant, an amount equal to the excess of (I) the product obtained by multiplying
(x) the Monthly Operating Expense Payment Amount, by (y) the number of calendar months that have theretofore elapsed during such
Operating Expense Year, over (II) the aggregate amount theretofore paid by Tenant to Landlord on account of the Operating Expense
Payment for such Operating Expense Year. If Landlord gives (or is deemed to have given) to Tenant a Prospective Operating Expense
Statement for a particular Operating Expense Year, then Landlord shall also provide to Tenant, within two hundred ten (210) days
after the last day of such Operating Expense Year, an Operating Expense Statement for such Operating Expense Year.


 




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(C)
Tenant shall pay to Landlord an amount equal to the excess (if any) of (i) the Operating Expense Payment as reflected on an Operating
Expense Statement that Landlord gives to Tenant, over (ii) the aggregate amount that Tenant has theretofore paid to Landlord on
account of the Operating Expense Payment (if any) as contemplated by Section 2.3(B) hereof, within thirty (30) days after the
date that Landlord gives such Operating Expense Statement to Tenant. Tenant shall have the right to credit against the Rental
thereafter coming due hereunder an amount equal to the excess (if any) of (i) the aggregate amount that Tenant has theretofore
paid to Landlord on account of the Operating Expense Payment as contemplated by Section 2.3(B) hereof, over (ii) the Operating
Expense Payment as reflected on such Operating Expense Statement; provided, however, that if the Expiration Date occurs prior
to the date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit on or prior to
the thirtieth (30th) day after the Expiration Date (it being understood that Landlord’s obligation to make such payment
to Tenant shall survive the Expiration Date). If Landlord gives Tenant an Operating Expense Statement, then, unless Landlord otherwise
specifies in such Operating Expense Statement, Landlord shall be deemed to have given to Tenant a Prospective Operating Expense
Statement for the Operating Expense Year immediately succeeding the Operating Expense Year that is covered by such Operating Expense
Statement, that reflects an Operating Expense Payment for such immediately succeeding Operating Expense Year in an amount equal
to the Operating Expense Payment for such Operating Expense Year that is covered by such Operating Expense Statement.


 


(D)
If the Space A Rent Commencement Date occurs later than the first (1st) day of the Operating Expense Year that immediately succeeds
the Base Operating Expense Year, then the portion of the Space A Operating Expense Payment for the Operating Expense Year during
which the Space A Rent Commencement Date occurs shall be an amount equal to the product obtained by multiplying (X) the Space
A Operating Expense Payment that would have been due hereunder if the Space A Rent Commencement Date was the first (1st) day of
such Operating Expense Year, by (Y) a fraction, the numerator of which is the number of days in the period beginning on the Space
A Rent Commencement Date and ending on the last day of such Operating Expense Year, and the denominator of which is three hundred
sixty-five (365) (or three hundred sixty-six (366), if such Operating Expense Year is a leap year).


 


(E)
If the Space B Rent Commencement Date occurs later than the first (1st) day of the Operating Expense Year that immediately succeeds
the Base Operating Expense Year, then the Space B Operating Expense Payment for the Operating Expense Year during which the Space
B Rent Commencement Date occurs shall be an amount equal to the product obtained by multiplying (X) such portion of the Operating
Expense Payment that would have been due hereunder if the Space B Rent Commencement Date was the first (1st) day of such Operating
Expense Year, by (Y) a fraction, the numerator of which is the number of days in the period beginning on the Space B Rent Commencement
Date and ending on the last day of such Operating Expense Year, and the denominator of which is three hundred sixty-five (365)
(or three hundred sixty-six (366), if such Operating Expense Year is a leap year).


 


(F)
If the Expiration Date is not the last day of an Operating Expense Year, then the Operating Expense Payment for the Operating
Expense Year during which the Expiration Date occurs shall be an amount equal to the product obtained by multiplying (X) the Operating
Expense Payment that would have been due hereunder if the Expiration Date was the last day of such Operating Expense Year, by
(Y) a fraction, the numerator of which is the number of days in the period beginning on the first (1st) day of such calendar year
and ending on the Expiration Date, and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six
(366), if such Operating Expense Year is a leap year).


 




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(G)
Landlord’s failure to give Tenant an Operating Expense Statement or a Prospective Operating Expense Statement for any Operating
Expense Year shall not impair Landlord’s right to give Tenant an Operating Expense Statement or a Prospective Operating
Expense Statement for any other Operating Expense Year. Notwithstanding anything to the contrary contained in this Lease, Tenant
shall not be required to pay any amounts with respect to Operating Expenses for a particular Operating Expense Year unless such
amount is included in a Prospective Operating Expense Statement for such Operating Year or an Operating Expense Statement (including
any revised Operating Expense Statement) for such Operating Expense Year given or deemed to be given to Tenant by Landlord within
two (2) years after the last day of such Operating Expense Year.


 


(H)
Landlord shall have the right to give to Tenant an Operating Expense Statement at any time after the last day of the Base Operating
Expense Year that reflects the Base Operating Expenses (regardless of whether such Operating Expense Statement reflects a payment
that is due from Tenant on account of the Operating Expense Payment).


 


(I)
If the Operating Expenses for the Base Operating Expense Year are redetermined at any time after the date that Landlord gives
an Operating Expense Statement to Tenant for an Operating Expense Year, then Landlord shall give to Tenant a revised Operating
Expense Statement that recalculates the Operating Expense Payment for such Operating Expense Year (using the Operating Expenses
that reflect such redetermination for the Base Operating Expense Year). If such revised Operating Expense Statements indicates
that Tenant has underpaid the Operating Expense Payment for any Operating Expense Year, then Tenant shall pay to Landlord an amount
equal to such underpayment within thirty (30) days after Landlord gives such revised Operating Expense Statement to Tenant. If
such revised Operating Expense Statement indicates that Tenant has overpaid the Operating Expense Payment for any Operating Expense
Year, then Tenant shall have the right to credit against the Rental thereafter coming due hereunder an amount equal to the amount
of such overpayment; provided, however, that if the Expiration Date occurs prior to the date that such credit is exhausted, then
Landlord shall pay to Tenant the unused portion of such credit on or prior to the thirtieth (30th) day after the Expiration Date
(it being understood that (I) Landlord’s obligation to make such payment to Tenant shall survive the Expiration Date, and
(II) nothing contained in this Section 2.3(I) limits Tenant’s rights under Section 2.4 hereof).


 


(J)
If, during any particular Operating Expense Year, Landlord receives a reimbursement, rebate or refund of an Operating Expense
that Landlord incurred in a prior Operating Expense Year that occurs after the Base Operating Expense Year, then Landlord shall
(x) adjust the Operating Expenses for such Operating Expense Year retroactively, and (y) give promptly to Tenant a revised Operating
Expense Statement for such Operating Expense Year. If such revised Operating Expense Statement indicates that Tenant overpaid
the Operating Expense Payment for such Operating Expense Year, then Tenant shall be entitled to credit the amount of such overpayment
of the Operating Expense Payment against the Rental thereafter coming due hereunder, together with interest thereon calculated
at the Base Rate from the date that Tenant paid such overpayment to Landlord to the date that Tenant uses such credit. If (x)
Tenant is entitled to a credit against Rental pursuant to this Section 2.3(J), and (y) the Expiration Date occurs prior to the
date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit on or prior to the thirtieth
(30th) day after the Expiration Date (and Landlord’s obligation to make such payment shall survive the Expiration Date).


 




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2.4.
Auditing of Operating Expense Statements.


 


(A)
Any Operating Expense Statement that Landlord gives to Tenant shall be binding upon Tenant conclusively unless, within one hundred
eighty (180) days after the date that Landlord gives Tenant such Operating Expense Statement, Tenant gives a notice to Landlord
objecting to such Operating Expense Statement. Tenant’s right to give such notice (and conduct the audit contemplated by
this Section 2.4(A)) shall survive the Expiration Date (to the extent that the Expiration Date occurs earlier than the one hundred
eightieth (180th) day after the date that Landlord gives the applicable Operating Expense Statement to Tenant). Tenant shall have
the right to audit the Base Operating Expenses as contemplated by this Section 2.4(A) only (i) after receiving the first Operating
Expense Statement that sets forth the Base Operating Expenses (including, without limitation, an Operating Expense Statement that
Landlord gives to Tenant as described in Section 2.3(H) hereof) and (ii) simultaneously with the first audit of Operating Expenses
performed by Tenant provided that Tenant shall perform such audit by the fourth (4th) anniversary of the Commencement Date, unless
the Base Operating Expenses are subsequently adjusted, in which event, Tenant may audit the adjusted Base Operating Expenses after
receiving the first Operating Expense Statement that sets forth such adjusted Base Operating Expenses, and, accordingly, once
Tenant’s right to so audit Base Operating Expenses lapses, Tenant shall not have the right to thereafter audit Base Operating
Expenses, notwithstanding that Base Operating Expenses is included in the calculation of the Operating Expense Payment for subsequent
Operating Expense Years). If Tenant gives such notice to Landlord, then, subject to the terms of this Section 2.4(A), Tenant may
examine Landlord’s books and records relating to such Operating Expense Statement to determine the accuracy thereof, provided
that Tenant uses Tenant’s diligent efforts to consummate such examination within a reasonable period after the date that
Tenant gives such notice to Landlord. Tenant may perform such examination on reasonable advance notice to Landlord, at reasonable
times, in Landlord’s office or, at Landlord’s option, at the office of Landlord’s managing agent or accountants.
Tenant shall not have the right to conduct an audit of Landlord’s books and records as described in this Section 2.4 during
the period that an Event of Default has occurred and is continuing. Tenant shall have the right to conduct such examination using
Tenant’s own employees. Tenant, in performing such examination, shall also have the right to be accompanied by a certified
public accountant from a reputable regional or local certified public accounting firm that is reasonably acceptable to Landlord;
provided, however, that Tenant shall not be entitled to be so accompanied by such representative unless Tenant and such certified
public accounting firm shall certify to Landlord in a written instrument that is reasonably satisfactory to Landlord that the
compensation being paid by Tenant to such certified public accounting firm is not conditioned or otherwise contingent (in whole
or in part) on the extent of any reduction in the Operating Expense Payment that derives from such examination. Tenant shall not
have the right to conduct any such audit unless Tenant delivers to Landlord a statement, in a form reasonably designated by Landlord,
signed by Tenant and Tenant’s certified public accounting firm to which such books and records are proposed to be disclosed,
pursuant to which Tenant and such certified public accounting firm agree to maintain the information obtained from such examination
in confidence (subject, however, to the disclosure of the information that Tenant or Tenant’s certified public accounting
firm derive from such examination as required by law or to Tenant’s counsel or other professional advisors that in either
case agree to maintain such information in confidence, or as may be reasonably required in connection with dispute resolution
or other legal proceedings).


 




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(B)
If it is determined ultimately that (i) Landlord, in an Operating Expense Statement, overstated the Operating Expense Payment,
and (ii) Tenant overpaid the Operating Expense Payment for a particular Operating Expense Year, then Tenant shall be entitled
to credit the amount of such overpayment of the Operating Expense Payment against the Rental thereafter coming due hereunder;
provided, however, that if Tenant’s audit reveals that Landlord overstated Operating Expenses for a particular Operating
Expense Year by more than five percent (5%), then the amount of the credit for such overpayment of the Operating Expense Payment
shall include interest thereon calculated at the Base Rate to the date that Tenant uses such credit (it being understood that
such interest shall be calculated assuming that the last payments made to Landlord on account of the Operating Expense Payment
for the applicable Operating Expense Year constitute such overpayment). If (x) Tenant is entitled to a credit against Rental pursuant
to this Section 2.4(B), and (y) the Expiration Date occurs prior to the date that such credit is exhausted, then Landlord shall
pay to Tenant the unused portion of such credit on or prior to the thirtieth (30th) day after the Expiration Date (and Landlord’s
obligation to make such payment shall survive the Expiration Date).


 


(C)
Nothing contained in this Section 2.4 shall constitute an extension of the date by which Tenant is required to pay the Operating
Expense Payment to Landlord hereunder.


 


2.5.
Tax Definitions.


 


(A)
The term “Assessed Valuation” shall mean the amount for which the Real Property is assessed pursuant to applicable
provisions of the New York City Charter and of the Administrative Code of The City of New York, in either case for the purpose
of calculating all or any portion of the Taxes.


 


(B)
The term “Base Taxes” shall mean the Taxes for the Base Tax Year.


 


(C)
The term “Base Tax Year” shall mean the fiscal year commencing on July 1, 2021 and ending on June 30, 2022.


 


(D)
The term “Excluded Amounts” shall mean (w) any taxes imposed on Landlord’s income, (x) franchise, estate,
inheritance, capital stock, excise, excess profits, gift, payroll or stamp taxes imposed on Landlord, (y) any transfer taxes or
mortgage taxes that are imposed on Landlord in connection with the conveyance of the Real Property or granting or recording a
mortgage lien thereon, and (z) any other similar taxes imposed on Landlord.


 


(E)
The term “Space A Tax Payment” shall mean, with respect to any Tax Year, the product obtained by multiplying
(i) the excess of (A) Taxes for such Tax Year, over (B) the Base Taxes, by (ii) Tenant’s Space A Tax Share. No Space A Tax
Payment shall be due with respect to any period prior to the Space A Rent Commencement Date.


 


(F)
The term “Space B Tax Payment” shall mean, with respect to any Tax Year, the product obtained by multiplying
(i) the excess of (A) Taxes for such Tax Year, over (B) the Base Taxes, by (ii) Tenant’s Space B Tax Share. No Space B Tax
Payment shall be due with respect to any period prior to the Space B Rent Commencement Date.


 




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(G)
Subject to the terms of this Section 2.5(E), the term “Taxes” shall mean the aggregate amount of real estate
taxes and any general or special assessments that in each case are imposed upon the Real Property, including, without limitation,
(i) any fee, tax or charge imposed by any Governmental Authority for any vaults or vault spaces that in either case are appurtenant
to the Real Property (except that Taxes shall not include such fee, tax or charge to the extent that Landlord leases or licenses
such vaults or vault spaces to a third party), and (ii) any taxes, fees or assessments levied, in whole or in part, for public
benefits to the Real Property (including, without limitation, any business improvement district taxes, fees and assessments and
taxes, fees and assessments that are levied based on the use of water or energy by Landlord and/or the Building and that are not
included in Operating Expenses or paid for by any particular Tenant of the Building except as part of Escalation Rent). Taxes
shall be calculated without taking into account (a) any discount that Landlord receives by virtue of any early payment of Taxes,
(b) any penalties or interest that the applicable Governmental Authority imposes for the late payment of such real estate taxes
or assessments, (c) any Excluded Amounts, (d) any real estate taxes that are separately assessed against a sign or billboard that
is affixed to the Building or otherwise located on the Real Property, and (e) any exemption or deferral of Taxes to which the
Real Property is entitled under any program that a Governmental Authority adopts to promote the improvement or redevelopment of
real property, or as a result of the tax-exempt status of any tenant or occupant of the Real Property. If, because of any change
in the taxation of real estate, any other tax or assessment, however denominated (including, without limitation, any franchise,
income, profits, sales, use, occupancy, gross receipts or rental tax), is imposed upon the Real Property, the owner thereof, or
the occupancy, rents or income derived therefrom, in substitution for any of the Taxes (to the extent that such substitution is
evidenced by either the terms of the legislation imposing such tax or assessment, the legislative history thereof, or other documents
or evidence that reasonably demonstrate that the applicable Governmental Authority intended for such tax or assessment to constitute
a substitution for any Taxes), then such other tax or assessment to the extent substituted shall be included in Taxes for purposes
hereof (assuming that the Real Property is Landlord’s sole asset and the income therefrom is Landlord’s sole income).
If any such real estate taxes or assessments are payable in installments without interest, premium or penalty, then Landlord shall
include in Taxes for any particular Tax Year only the installment of such real estate taxes or assessments that the applicable
Governmental Authority requires Landlord to pay (and that Landlord actually pays) during such Tax Year.


 


(H)
The term “Tax Payment” shall mean, with respect to any Tax Year, sum of the Space A Tax Payment and the Space
B Tax Payment.


 


(I)
The term “Tax Statement” shall mean a statement that shows the Tax Payment for a particular Tax Year.


 


(J)
The term “Tax Year” shall mean the Base Tax Year and each subsequent period from July 1 through June 30 (or
such other period as hereinafter may be duly adopted by the Governmental Authority then imposing Taxes as its fiscal year for
real estate tax purposes).


 


(K)
The term “Tenant’s Tax Share” shall mean, subject to the terms hereof, the sum of (i) Tenant’s
Space A Tax Share (with respect to the Space A) and (ii) Tenant’s Space B Tax Share (with respect to the Space B).


 




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(L)
The term “Tenant’s Space A Tax Share” shall mean, subject to the terms hereof, two and two thousand twenty-eight
ten-thousandths percent (2.2028%).


 


(M)
The term “Tenant’s Space B Tax Share” shall mean, subject to the terms hereof, three thousand seven hundred
thirty-one ten-thousandths percent (0.3731%).


 


2.6.
Tax Payment.


 


(A)
Subject to the provisions of this Section 2.6, Tenant shall pay to Landlord, as additional rent, the Tax Payment.


 


(B)
Landlord shall have the right to give a statement to Tenant from time to time pursuant to which Landlord sets forth Landlord’s
good faith estimate of the Tax Payment for a particular Tax Year (any such statement that Landlord gives to Tenant being referred
to herein as a “Prospective Tax Statement”; one-twelfth (1/12th) of the Tax Payment shown on a Prospective
Tax Statement being referred to herein as the “Monthly Tax Payment Amount”). If Landlord gives (or is deemed
to have given) to Tenant a Prospective Tax Statement, then, subject to the terms of this Section 2.6(B), Tenant shall pay to Landlord,
as additional rent, on account of the Tax Payment due hereunder for such Tax Year, the Monthly Tax Payment Amount, on the first
(1st) day of each subsequent calendar month until Tenant has paid to Landlord, pursuant to this Section 2.6(B), the full amount
of the Tax Payment as so estimated in the Prospective Tax Statement. Tenant shall pay the Monthly Tax Payment Amount to Landlord
in the same manner as the monthly installments of the Fixed Rent hereunder. Landlord shall not have the right to require Tenant
to commence Tenant’s payment of the Monthly Tax Payment Amount for a particular Tax Year earlier than the one hundred fiftieth
(150th) day of the immediately preceding Tax Year. If Landlord gives (or is deemed to have given) to Tenant a Prospective Tax
Statement after the one hundred fiftieth (150th) day of the immediately preceding Tax Year, then Tenant shall also pay to Landlord,
within thirty (30) days after the date that Landlord gives the Prospective Tax Statement to Tenant, an amount equal to the excess
of (I) the product obtained by multiplying (x) the Monthly Tax Payment Amount, by (y) the number of calendar months that have
theretofore elapsed since the one hundred fiftieth (150th) day of the immediately preceding Tax Year, over (II) the aggregate
amount theretofore paid by Tenant to Landlord on account of the Tax Payment for the Tax Year to which the Prospective Tax Statement
relates. Landlord shall not have the right to use this Section 2.6(B) to collect more than fifty percent (50%) of the Tax Payment
shown on a particular Prospective Tax Statement earlier than the thirtieth (30th) day before the date that the first installment
of Taxes is due to the applicable Governmental Authority for a particular Tax Year. If Landlord gives (or is deemed to have given)
to Tenant a Prospective Tax Statement for a particular Tax Year, then Landlord shall also provide to Tenant, within one hundred
eighty (180) days after the last day of such Tax Year, a Tax Statement for such Tax Year.


 




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(C)
Tenant shall pay to Landlord an amount equal to the excess (if any) of (i) the Tax Payment as reflected on a Tax Statement that
Landlord gives to Tenant, over (ii) the aggregate amount that Tenant has theretofore paid to Landlord on account of the Tax Payment
(if any) as contemplated by Section 2.6(B) hereof, within thirty (30) days after the date that Landlord gives such Tax Statement
to Tenant. Tenant shall have the right to credit against the Rental thereafter coming due hereunder an amount equal to the excess
(if any) of (i) the aggregate amount that Tenant has theretofore paid to Landlord on account of the Tax Payment as contemplated
by Section 2.6(B) hereof, over (ii) the Tax Payment as reflected on such Tax Statement; provided, however, that if the Expiration
Date occurs prior to the date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit
on or prior to the thirtieth (30th) day after the Expiration Date (it being understood that Landlord’s obligation to make
such payment to Tenant shall survive the Expiration Date). If Landlord gives Tenant a Tax Statement, then, unless Landlord otherwise
specifies in such Tax Statement, Landlord shall be deemed to have given to Tenant a Prospective Tax Statement, for the Tax Year
immediately succeeding the Tax Year that is covered by such Tax Statement, that reflects a Tax Payment for such immediately succeeding
Tax Year in an amount equal to the Tax Payment for such Tax Year that is covered by such Tax Statement.


 


(D)
If the Space A Rent Commencement Date occurs later than the first (1st) day of the Tax Year that immediately succeeds the Base
Tax Year, then the Space A Tax Payment for the Tax Year during which the Space A Rent Commencement Date occurs shall be an amount
equal to the product obtained by multiplying (X) the Space A Tax Payment that would have been due hereunder if the Space A Rent
Commencement Date was the first (1st) day of such Tax Year, by (Y) a fraction, the numerator of which is the number of days in
the period beginning on the Space A Rent Commencement Date and ending on the last day of such Tax Year, and the denominator of
which is three hundred sixty-five (365) (or three hundred sixty-six (366), if such Tax Year includes the month of February in
a leap year).


 


(E)
If the Space B Rent Commencement Date occurs later than the first (1st) day of the Tax Year that immediately succeeds the Base
Tax Year, then the Space B Tax Payment for the Tax Year during which the Space B Rent Commencement Date occurs shall be an amount
equal to the product obtained by multiplying (X) the Space B Tax Payment that would have been due hereunder if the Space B Rent
Commencement Date was the first (1st) day of such Tax Year, by (Y) a fraction, the numerator of which is the number of days in
the period beginning on the Space B Rent Commencement Date and ending on the last day of such Tax Year, and the denominator of
which is three hundred sixty-five (365) (or three hundred sixty-six (366), if such Tax Year includes the month of February in
a leap year).


 


(F)
If the Expiration Date is not the last day of a Tax Year, then the Tax Payment for the Tax Year during which the Expiration Date
occurs shall be an amount equal to the product obtained by multiplying (X) the Tax Payment that would have been due hereunder
if the Expiration Date was the last day of such Tax Year, by (Y) a fraction, the numerator of which is the number of days in the
period beginning on the first (1st) day of such Tax Year and ending on the Expiration Date, and the denominator of which is three
hundred sixty-five (365) (or three hundred sixty-six (366), if such Tax Year includes the month of February in a leap year).


 


(G)
The Tax Payment shall be computed initially on the basis of the Assessed Valuation in effect on the date that Landlord gives the
applicable Tax Statement to Tenant (as the Taxes may have been settled or finally adjudicated prior to such time) regardless of
any then pending application, proceeding or appeal to reduce the Assessed Valuation, but shall be subject to subsequent adjustment
as provided in Section 2.7 hereof.


 




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(H)
Tenant shall pay the Tax Payment regardless of whether Tenant is exempt, in whole or part, from the payment of any Taxes by reason
of Tenant’s diplomatic status or otherwise.


 


(I)
If Taxes are required to be paid on any date or dates other than as presently required by the Governmental Authority imposing
Taxes, then the due date of the installments of the Tax Payment shall be adjusted so that each such installment is due from Tenant
to Landlord thirty (30) days prior to the date that the corresponding payment is due to the Governmental Authority (with the understanding,
however, that Tenant shall not be required to pay a Tax Payment to Landlord earlier than the thirtieth (30th) day after
the date that Landlord gives the applicable Tax Statement to Tenant).


 


(J)
Landlord’s failure to give to Tenant a Tax Statement for any Tax Year shall not impair Landlord’s right to give to
Tenant a Tax Statement for any other Tax Year. Notwithstanding anything to the contrary contained in this Lease, Tenant shall
not be required to pay any amount on account of Taxes for a particular Tax Year unless such amount is included in a Prospective
Tax Statement or a Tax Statement for such Tax Year given (or is deemed to be given) to Tenant by Landlord within two (2) years
after Landlord’s receipt of an invoice from the Governmental Authority for the applicable Taxes (or, if a certiorari proceeding
has been instituted or shall be instituted with respect to such Tax Year and/or the Base Tax Year, two (2) years after the final
resolution of such proceeding, if later, provided that the initial Tax Statement for such Tax Year was given to Tenant within
two (2) years after Landlord’s receipt of the initial invoice from the Governmental Authority for such Tax Year), and after
such two (2) year period, Landlord shall be deemed to have waived the payment of any then unpaid amount of the Tax Payment for
such Tax Year.


 


(K)
Landlord shall give to Tenant a copy of the relevant tax bill for each Tax Year (to the extent that the applicable Governmental
Authority has issued such tax bill to Landlord) promptly after Tenant’s request therefor from time to time.


 


2.7.
Tax Reduction Proceedings.


 


(A)
Landlord (and not Tenant) shall be eligible to institute proceedings to reduce the Assessed Valuation.


 


(B)
If, after a Tax Statement has been sent to Tenant, an Assessed Valuation that Landlord used to compute the Tax Payment for a Tax
Year is reduced, and, as a result thereof, a refund of Taxes is actually received by, or credited to, Landlord, then Landlord,
promptly after Landlord’s receipt of such refund (or such refund is credited to Landlord, as the case may be), shall send
to Tenant a Tax Statement adjusting the Taxes for such Tax Year and setting forth, based on such adjustment, the portion of such
refund for which Tenant is entitled a credit as set forth in this Section 2.7(B). Landlord shall have the right to deduct from
such refund the reasonable Out-of-Pocket Costs that Landlord incurs in obtaining such refund (so that Landlord, in calculating
the adjusted Tax Payment, takes into account only the net proceeds of such refund that Landlord receives (or that is credited
to Landlord)). Landlord shall credit the portion of such refund to which Tenant is entitled against the Rental thereafter coming
due hereunder. If (x) Tenant is entitled to a credit against Rental pursuant to this Section 2.7(B), and (y) the Expiration Date
occurs prior to the date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit on
or prior to the thirtieth (30th) day after the Expiration Date (and Landlord’s obligation to make such payment shall survive
the Expiration Date). If (i) Landlord receives such refund (or a credit therefor) after the Expiration Date, and (ii) Tenant is
entitled to a portion thereof as contemplated by this Section 2.7(B), then Landlord shall pay to Tenant an amount equal to Tenant’s
share of such refund (or such credit) within thirty (30) days after the date that such refund is paid to Landlord (or such refund
is credited to Landlord, as the case may be) (and Landlord’s obligation to make such payment shall survive the Expiration
Date).


 




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(C)


 


(1)
If the Assessed Valuation for the Base Tax Year is reduced at any time after the date that Landlord gives a Tax Statement to Tenant
for a Tax Year, then Landlord shall have the right to give to Tenant a revised Tax Statement that recalculates the Tax Payment
for such Tax Year (using the Taxes that reflect such reduction in such Assessed Valuation). Tenant shall pay to Landlord an amount
equal to the excess of (i) the Tax Payment as reflected on such revised Tax Statement, over (ii) the Tax Payment as reflected
on the prior Tax Statement, within thirty (30) days after Landlord gives such revised Tax Statement to Tenant.


 


(2)
If the Assessed Valuation for the Base Tax Year is increased at any time after the date that Landlord gives a Tax Statement to
Tenant for a Tax Year, then Landlord shall give to Tenant a revised Tax Statement that recalculates the Tax Payment for such Tax
Year (using the Taxes that reflect such increase in such Assessed Valuation). Landlord shall credit against the Rental thereafter
coming due hereunder an amount equal to Tenant’s overpayment of the Tax Payment (calculated as aforesaid using such increased
Assessed Valuation). If (x) Tenant is entitled to a credit against Rental pursuant to this Section 2.7(C)(2), and (y) the Expiration
Date occurs prior to the date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit
on or prior to the thirtieth (30th) day after the Expiration Date (and Landlord’s obligation to make such payment shall
survive the Expiration Date). If (i) such increase in such Assessed Valuation occurs after the Expiration Date, and (ii) Tenant
is entitled to a credit against Rental as contemplated by this Section 2.7(C)(2), then Landlord shall pay to Tenant an amount
equal to such credit within thirty (30) days after the date that such increase in such Assessed Valuation occurs (and Landlord’s
obligation to make such payment shall survive the Expiration Date).


 


2.8.
Building Additions.


 


(A)
If Landlord makes improvements to the Building to expand the Rentable Area thereof, then, with respect to the period from and
after the date that Taxes are assessed on the Building to reflect such improvements, (I) each of Tenant’s Space A Tax Share
and Tenant’s Space B Tenant’s Tax Share shall be recalculated as of the date that Taxes are so assessed as the quotient
(expressed as a percentage) that is obtained by dividing (x) the number of square feet of Rentable Area in the Premises, by (y)
the number of square feet of Rentable Area in the Building (after taking into account such expansion of the Rentable Area thereof)
and (II) Base Taxes shall be an amount equal to the product obtained by multiplying (x) Base Taxes immediately prior to the date
that Taxes are assessed on the Building to reflect such improvements, by (y) a fraction, the numerator of which is the Taxes that
are assessed against the Building (after taking such improvements into account), and the denominator of which is the Taxes that
are assessed against the Building (before taking such improvements into account).


 




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(B)
If Landlord makes improvements to the Building to expand the Rentable Area thereof, then, with respect to the period from and
after the date that such improvements are Substantially Completed, (I) each of Tenant’s Space A Operating Expense Share
and Tenant’s Space B Tenant’s Operating Expense Share shall be recalculated as of the date that such improvements
are Substantially Completed as the quotient (expressed as a percentage) that is obtained by dividing (x) the number of square
feet of Rentable Area in the Premises, by (y) the number of square feet of Rentable Area in the Building (other than any retail
portion thereof) (after taking such expansion into account) and (II) Base Operating Expenses shall be deemed to be an amount equal
to the product obtained by multiplying (x) Base Operating Expenses prior to the date that such improvements are Substantially
Completed, by (y) a fraction, the numerator of which is the Operating Expenses for the Building (after such improvements are Substantially
Completed), and the denominator of which is the Operating Expenses for the Building (prior to such improvements being Substantially
Completed).


 


2.9.
Local Law 97.


 


(A)
The parties acknowledge that Local Law 97 of 2019 (“Local Law 97”) imposes certain carbon emissions limits
on the Building (such limits being referred to herein as the “Carbon Emissions Limits”).


 


(B)
Landlord, from time to time during the Term, shall (i) based upon an analysis and confirmation from Landlord’s licensed
reputable third party consultant establish a reasonable allocation in a fair and equitable manner among the tenants in the Building
of resources that create carbon emissions from their premises, including, without limitation, HVAC and electricity usage that
would cause the Carbon Emissions Limits to be satisfied (with the understanding that the Carbon Emissions Limits shall also be
allocated in a fair and equitable manner to Landlord in respect of the Building Systems and the common areas of the Building)
(the allocation of the Carbon Emissions Limits to Tenant, as finally determined from time to time in accordance with this Section
2.9, is referred to herein as “Tenant’s Carbon Emission Allocation”), (ii) implement a reasonable protocol
to measure on a periodic basis the extent to which the carbon emissions that are reasonably allocable to Tenant’s use and
occupancy of the Premises exceeds Tenant’s Carbon Emissions Allocation (such protocol, as finally determined in accordance
with this Section 2.9, is referred to herein as the “Measurement Protocol”), and (iii) give Tenant notice of
Tenant’s Carbon Emission Allocation as determined by Landlord and the Measurement Protocol that Landlord so proposes to
implement (such notice being referred to herein as the “Allocation and Protocol Notice”). Landlord shall have
the right, from time to time, to revise Tenant’s Carbon Emission Allocation or the Measurement Protocol by giving notice
thereof to Tenant (which notice shall be treated in the same manner as an Allocation and Protocol Notice for purposes of this
Section 2.9), in conformity with the recommendations of its consultant.


 




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(C)
Promptly following Tenant’s written request to Landlord, from time to time, but not more frequently than quarterly, Landlord
shall provide Tenant with Landlord’s reasonable determination of Tenant’s usage of resources that are in excess of
Tenant’s Carbon Emission Allocation (determined in accordance with the Measurement Protocol) (“Landlord’s
Carbon Emission Determination”).


 


(D)
Tenant shall have the right object to (i) Landlord’s determination of Tenant’s Carbon Emission Allocation, (ii) the
Measurement Protocol that Landlord so proposes, or (iii) Landlord’s Carbon Emission Determination, in each case only by
giving Landlord notice thereof within thirty (30) days after the date that Landlord gives Tenant the Allocation and Protocol Notice
or Landlord’s Carbon Emission Determination, as the case may be. Either party shall have the right to submit to an Expedited
Arbitration Proceeding a dispute between the parties regarding Tenant’s Carbon Emission Allocation, the Measurement Protocol
or Landlord’s Carbon Emission Determination.


 


(E)
The parties acknowledge that the parties’ respective obligations under this Section 2.9 to comply with the Carbon Emissions
Limits shall not apply unless and until Local Law 97 becomes operative in respect of the Building.


 


(F)
Subject to the terms of this Section 2.9, the costs that Landlord reasonably incurs in complying with Local Law 97 shall be includible
in Operating Expenses (such costs being collectively referred to herein as “Local Law 97 Costs”), with the
understanding that (i) Landlord’s right to include in Operating Expenses any Local Law 97 Costs that are required to be
capitalized in accordance with GAAP shall be limited to the extent that is set forth in Section 2.2(F) hereof, (ii) Landlord shall
not have the right to include in Operating Expenses as Local Law 97 Costs the fines or penalties that are imposed in respect of
the Building pursuant to Local Law 97, and (iii) Landlord shall have the right to include in Operating Expenses as Local Law 97
Costs the costs that Landlord may incur to purchase renewable energy credits or greenhouse gas offsets to avoid the fines or penalties
that would otherwise be imposed by reason of Local Law 97. Landlord, however, shall not have the right to include in Operating
Expenses any Local Law 97 Costs that are attributable to Tenant’s not satisfying Tenant’s Carbon Emission Allocation
(as determined in accordance with the Measurement Protocol), with the understanding that in such case Tenant shall pay to Landlord
an amount equal to any such Local Law 97 Costs that are attributable to Tenant’s not satisfying Tenant’s Carbon Emission
Allocation (as determined in accordance with the Measurement Protocol) within thirty (30) days after the date that Landlord gives
Tenant an invoice therefor, together with reasonable supporting documentation for the charges set forth therein. Landlord shall
also not have the right to include in Operating Expenses any Local Law 97 Costs that are attributable to another tenant’s
not satisfying such tenant’s allocation of the Carbon Emissions Limits as described in this Section 2.9 (as determined in
accordance with the Measurement Protocol) and/or that are attributed to Landlord not satisfying Landlord’s allocation of
the Carbon Emissions Limits in respect of the Building Systems and the common areas of the Building as described in this Section
2.9.


 




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Article
3

USE


 


3.1.
Permitted Use.


 


(A)
Subject to Section 3.2 hereof, Tenant shall use the Premises, and Tenant shall cause any other Person claiming by, through or
under Tenant to use the Premises, in either case only as general, administrative and executive offices and for uses reasonably
incidental thereto.


 


(B)
Landlord acknowledges that the following items qualify as uses that are incidental to Tenant’s use of the Premises as general,
administrative and executive offices (provided that Tenant’s use of the Premises for such purposes supports Tenant’s
primary use of the Premises as general, administrative and executive offices and to the extent such incidental uses are permitted
by and subject to Tenant’s compliance with applicable Requirements, the certificate of occupancy covering the Premises and
Section 34.21 hereof):


 


(1)
pantries, vending machines, customary appliances, water dispensers and coffee makers;


 


(2)
conference rooms and board rooms;


 


(3)
data processing centers;


 


(4)
duplicating and photographic reproduction facilities;


 


(5)
mailroom and messenger facilities;


 


(6)
secured storage facilities for Tenant’s Property, including, without limitation, equipment, records and files;


 


(7)
computer and communications systems;


 


(8)
employee lounges;


 


(9)
gaming and wagering, but not for off-the-street gaming or wagering by third parties;


 


(10)
recording and/or studios; and


 


(11)
audio-visual and closed circuit television facilities.


 


Nothing
contained in this Section 3.1(B) impairs Tenant’s obligation to perform Alterations in accordance with the provisions of
Article 7 hereof. Landlord and Tenant acknowledge that the parties’ description of particular incidental uses in this Section
3.1(B) does not impair Tenant’s right to use the Premises for other uses that are otherwise reasonably incidental to Tenant’s
use of the Premises as general, administrative and executive offices as provided in this Section 3.1.


 




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3.2.
Limitations.


 


Tenant
shall not use the Premises or any part thereof, or permit the Premises or any part thereof to be used:


 


(1)
for the conduct of “off-the-street” retail trade;


 


(2)
by any Governmental Authority or any other Person having sovereign or diplomatic immunity (it being understood, however, that
this clause (2) shall not prohibit a Permitted Party from permitting representatives of a Governmental Authority to enter a portion
of the Premises temporarily to perform audits or other similar regulatory review of such Permitted Party’s business);


 


(3)
for the sale, storage, preparation, service or consumption of food or beverages in any manner whatsoever (except that a Permitted
Party has the right to store, prepare, and serve food and beverages, by any reasonable means (including, without limitation, by
means of customary vending machines), for consumption by such Permitted Party’s personnel and business guests in the Premises);


 


(4)
as an employment agency, executive search firm or similar enterprise, labor union, school, or vocational training center (except
for the training of employees of a Permitted Party who are employed at the Premises);


 


(5)
for gaming or gambling, except as expressly set forth Section 3.1(B)(9) hereof;


 


(6)
for any pornographic or obscene purpose, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances,
modeling or sexual conduct of any kind; or


 


(7)
for an office sharing or co-working business, subject to Section 17.10 hereof.


 


3.3.
Rules.


 


Subject
to the terms of this Section 3.3, Tenant shall comply with, and Tenant shall cause any other Person claiming by, through or under
Tenant to comply with, the rules set forth in Exhibit “3.3” attached hereto and made a part hereof, and other reasonable
rules that Landlord hereafter adopts from time to time on reasonable advance notice to Tenant, including, without limitation,
rules that govern the performance of Alterations (such rules that are attached hereto, and such other rules, being collectively
referred to herein as the “Rules”), provided such new Rules do not materially adversely impact Tenant’s
rights hereunder. Landlord shall not have any obligation to enforce the Rules or the terms of any other lease against any other
tenant, and Landlord shall not be liable to Tenant for violation thereof by any other tenant. Landlord shall not enforce any Rule
against Tenant (i) that Landlord is not then enforcing against all other office tenants in the Building, or (ii) in a manner that
differs in any material respect from the manner in which Landlord is enforcing the applicable Rule against other office tenants
in the Building. If a conflict or inconsistency exists between the Rules and the provisions of the remaining portion of this Lease,
then the provisions of the remaining portion of this Lease shall control.


 




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3.4.
Risers.


 


Subject
to the terms of this Section 3.4, Landlord hereby consents to Tenant’s installing and maintaining electrical lines, telecommunications
lines, or other similar lines and conduits (collectively, the “Risers”) in the shaft locations reasonably designated
by Landlord and approved by Tenant, which approval Tenant shall not be unreasonably withhold, condition or delay. Landlord shall
provide Tenant with reasonably necessary access in accordance with good construction practice for the installation, operation
and maintenance of the Risers, provided that such access shall (i) not unreasonably interfere with or interrupt the operation
and maintenance of the Building, and (ii) be upon such other terms reasonably designated by Landlord. Tenant shall install the
Risers at Tenant’s expense. Tenant shall perform such installation in accordance with the provisions of this Lease, including,
without limitation, the provisions pertaining to the performance of Alterations. If Tenant exercises Tenant’s right to install
the Risers as contemplated by this Section 3.4, then Tenant, at Tenant’s expense, shall maintain the Risers in good condition
during the Term, ordinary wear and tear, damage by casualty and damage for which Tenant is not responsible excepted. Landlord,
at Landlord’s cost and expense and at no cost to Tenant, and upon reasonable prior notice to Tenant of not less than ninety
(90) days, may, at any time and from time to time during the Term, relocate any of the Risers; provided, however, that (i) Landlord
shall perform such relocation in a manner that does not interfere with the operation of Tenant’s business in any respect
(beyond a de minimis extent) during ordinary business hours or Business Days, and (ii) if Landlord’s aforesaid relocation
of any Risers would interfere in any respect with a system that Tenant uses on a continuous basis for the conduct of Tenant’s
business, then Landlord, prior to removing such Risers, shall install and make operative new comparable Risers and cooperate with
Tenant to enable Tenant to maintain the continuous operation of such systems. Tenant, upon the Expiration Date, shall not be required
to remove the Risers; provided, however, that Landlord reserves the right to require the Risers to be disconnected, capped and
sealed at Tenant’s cost upon the Expiration Date.


 




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3.5.
Terrace Area.


 


Subject
to the terms of this Section 3.5, Tenant shall have the exclusive right to use during the Term a portion of the terrace of the
Building as shown on Exhibit “3.5” attached hereto and made a part hereof (such portion of such terrace being referred
to herein as the “Terrace Area”) solely as an outdoor seating and reception area for the officers, employees
and business guests of Tenant (or other Permitted Parties). Tenant shall not place any Tenant’s Property on the Terrace
Area without Landlord’s prior approval, which approval Landlord shall not unreasonably withhold, condition or delay. Tenant
shall not have the right to permit any third parties to use the Terrace Area (except to the extent such third party is a Permitted
Party or a guest of a Permitted Party). Tenant shall have the right to use the Terrace Area as contemplated by this Section 3.5
only to the extent (if any) permitted by, and subject to, applicable Requirements. Landlord covenants to Tenant that on the Commencement
Date, the Terrace Area shall be in compliance with all applicable Requirements required in order for the Terrace Area to be usable
by Tenant for the purposes described herein. Tenant shall comply with any applicable Rules in connection with Tenant’s use
of the Terrace Area as contemplated by this Section 3.5. Tenant shall not use the Terrace Area as a designated outdoor smoking
area. Tenant shall not use the Terrace Area in a manner that interferes in a material respect with the use and occupancy of portions
of the Building outside of the Premises. Tenant shall have the right to make Alterations on the Terrace Area in accordance with
the terms of Article 7 hereof (including, without limitation, Alterations that constitute the installation of outdoor lighting
that is reasonably adequate for Tenant’s use of the Terrace Area at night); provided, however, that all such Alterations
(including, without limitation, any such outdoor lighting) shall be subject to Landlord’s prior approval, which approval
Landlord shall not unreasonably withhold, condition or delay (it being understood that Landlord, in considering Tenant’s
request for approval of any such Alteration, shall have the right to take into account the aesthetic impact of any such Alterations
on the Building). Tenant shall clean, maintain and repair (subject to Landlord’s obligation below) the Terrace Area (including
any landscaping thereon) during the Term in accordance with customary standards for first-class office buildings in midtown Manhattan
(it being agreed that Tenant shall use therefor a cleaning contractor that Landlord designates and that charges commercially reasonable
rates, and Tenant may use therefor a landscaper proposed by Tenant and reasonably approved by Landlord). Tenant, at Tenant’s
expense, shall make with reasonable diligence and in accordance with good construction practice any repairs that are required
from time to time to the roof of the Building on which is located the Terrace Area only to the extent that such repairs are required
by reason of (x) any Alterations that Tenant performs on the Terrace Area, or (y) Tenant’s use of the Terrace Area as contemplated
by this Section 3.5 limiting or otherwise making unavailable to Landlord any roof warranty that would have otherwise been available.
Except as provided in the immediately preceding sentence and to the extent such damage results from the negligence or willful
misconduct of Tenant or any Person claiming by, through or under Tenant, Landlord, at Landlord’s cost (subject to Article
2 hereof), shall be responsible for all structural repairs to the Terrace Area. Tenant shall not have the right to use the Terrace
Area from and after the date that the Premises does not include the floor area within the Building that is immediately adjacent
to the Terrace Area. Landlord shall perform work to the Terrace Area as part of Landlord’s Base Building Work, subject to
and in accordance with Section 6.2(A) hereof.


 


3.6.
Tenant’s Signs.


 


Subject
to the terms of this Section 3.6 and Section 17.11 hereof, Tenant shall have the right, at Tenant’s cost, to erect and maintain
a sign that identifies Tenant on the entrance door to the Premises (“Tenant’s Sign”). The design and
specifications of Tenant’s Sign shall be subject to Landlord’s prior approval, which approval Landlord shall not unreasonably
withhold, condition or delay. Tenant’s installation of Tenant’s Sign shall be performed at Tenant’s cost in
accordance with the provisions set forth in Article 7 hereof. Subject to the terms of Section 17.11 hereof, Landlord shall, at
Landlord’s cost, install Building standard directional signage in the elevator lobby on any multi-tenanted floor on which
the Premises is a part.


 




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3.7.
Promotional Displays.


 


Tenant
shall not have the right to use any window in the Premises for any sign or other display that is designed principally for advertising
or promotion.


 


3.8.
Core Toilets.


 


Tenant
and Permitted Parties shall have the right at to use at all times (other than temporary closures for repairs, maintenance and,
in Landlord’s sole discretion, renovation) the toilets that are located in the core area of the Building on any floor of
the Building where the Premises is located and where the Premises does not include the entire Rentable Area of such floor (in
common with the other occupants of such floor of the Building).


 


3.9.
Wireless Internet Service.


 


Subject
to the terms of this Section 3.9, Tenant shall have the right to install wireless systems in the Premises, including, without
limitation, wireless systems that enable users to access the Internet or cellular telephone systems. Tenant shall not solicit
other occupants of the Building to use wireless services that emanate from the Premises. Tenant shall not permit the signals of
Tenant’s wireless systems (if any) to emanate beyond the Premises in a manner that interferes in any material respect with
any Building Systems or with any other occupant’s use of other portions of the Building. Tenant shall operate Tenant’s
wireless systems (if any) in accordance with applicable Requirements. Tenant acknowledges that Landlord may establish Rules in
accordance with Section 3.3 hereof to coordinate the use of wireless systems by occupants of the Building (it being understood
that such Rules may allocate radio frequencies among occupants of the Building to the extent permitted by applicable Requirements
and to the extent reasonably practicable). Tenant shall provide to Landlord from time to time, reasonably promptly after Landlord’s
request, a description of technical specifications of the wireless systems (if any) that Tenant uses in the Premises. Nothing
contained in this Section 3.9 diminishes Tenant’s obligation to perform Alterations in accordance with the provisions of
Article 7 hereof.


 


3.10.
Telecommunications.


 


Landlord
shall permit Tenant to gain access to the facilities of the telecommunications provider that services the Building from time to
time through the telecommunication closet on the floor of the Building where the Premises is located (it being understood that
Landlord’s granting such access to Tenant shall not constitute Landlord’s agreement to provide telecommunications
services to Tenant or to otherwise have responsibility for the operation or security thereof). Landlord acknowledges that Tenant
shall have the right to make arrangements to obtain cable television and other telecommunications service from one or more of
the cable television and other telecommunications service providers for the area in which the Building is located, and Landlord
agrees to provide any such cable television and other telecommunications service providers with reasonable access to the Building
to the extent required by or in accordance with Requirements and at no additional cost to Landlord.


 




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Article
4

SERVICES


 


4.1.
Certain Definitions.


 


(A)
The term “Building Hours” shall mean the period from 8:00 A.M. to 6:00 P.M. on Business Days; provided, however
that with respect to the provision of HVAC from the HVAC Systems only, the term “Building Hours” shall mean, collectively,
the period from 8:00 A.M. to 8:00 P.M. on Business Days and the period from 9:00 A.M. to 1:00 P.M. on Saturdays that are not Holidays.


 


(B)
The term “Building Systems” shall mean the service systems of the Building, including, without limitation,
the mechanical, gas, steam, electrical, sanitary, HVAC, elevator, plumbing, and life-safety systems of the Building (it being
understood that the Building Systems shall not include any systems that Tenant installs in the Premises as an Alteration).


 


(C)
The term “HVAC” shall mean heat, ventilation and air-conditioning.


 


(D)
The term “HVAC Systems” shall mean the Building Systems that provide HVAC.


 


(E)
The term “Overtime Periods” shall mean any times that do not constitute Building Hours; provided, however,
that the Overtime Periods for the freight elevator shall also include the lunch period of the personnel who operate the freight
elevator or the related loading facility.


 


4.2.
Elevator Service.


 


(A)
Subject to the terms of Section 9.6(C) hereof, Article 10 hereof and this Section 4.2, Landlord shall provide Tenant with passenger
elevator service for the Premises using the Building Systems therefor. Tenant’s use of the passenger elevators shall be
in common with other occupants of the Building. Tenant shall have the use of the passenger elevators that service the Premises
at all times, except that Landlord, during Overtime Periods, shall have the right to limit reasonably the passenger elevators
that Landlord makes available to service the Premises (provided that there is available to Tenant on a non-exclusive basis at
all times at least two (2) passenger elevators that services the Premises). Tenant shall use the passenger elevators only for
purposes of transporting persons to and from the Premises.


 




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(B)
Subject to the terms of Section 9.6(C) hereof, Article 10 hereof and this Section 4.2, Landlord shall provide Tenant with freight
elevator service for the Premises using the Building Systems therefor. Tenant’s use of the freight elevator shall be in
common with other occupants of the Building. Landlord shall have the right to prescribe reasonable rules from time to time regarding
the rights of the occupants in the Building (including, without limitation, Tenant) to use the freight elevator (governing, for
example, the responsibility of occupants of the Building to reserve freight elevator use in advance, particularly for Overtime
Periods). Tenant shall use the freight elevator in accordance with applicable Requirements. If Tenant uses the freight elevator
during Overtime Periods, then Tenant shall pay to Landlord, as additional rent, an amount calculated at the reasonable hourly
rates that Landlord customarily charges from time to time therefor, within thirty (30) days after Landlord’s giving to Tenant
an invoice therefor, which rate, as of the date hereof, is Two Hundred Ten Dollars and Fifty-Two Cents ($210.52) per hour. Notwithstanding
the foregoing to the contrary, Tenant shall not be required to pay for the first forty (40) hours of Tenant’s overtime use
of the freight elevator only for Tenant’s initial move into the Premises or Tenant’s performance of the Initial Alterations
(but not for purposes associated with the ordinary conduct of Tenant’s business). Landlord shall have the right to charge
Tenant for a particular minimum number of hours of usage of the freight elevator during Overtime Periods to the extent that the
applicable union contract or service contract requires Landlord to engage the necessary personnel (including, without limitation,
a freight elevator operator and loading dock attendant) for such minimum number of overtime hours. If (x) Tenant requests Landlord
to provide Tenant with freight elevator service during Overtime Periods as provided in this Section 4.2(B), and (y) another tenant
in the Building also uses, or other tenants in the Building also use, the applicable freight elevator during such Overtime Period,
then Landlord shall allocate equitably the charges described in this Section 4.2(B) among Tenant and such other tenant or tenants.


 


4.3.
Heat, Ventilation and Air-Conditioning.


 


(A)
Subject to the terms of Article 10 hereof and this Section 4.3, Landlord shall operate the HVAC System to provide HVAC at the
perimeter of the Premises that satisfies, at a minimum, the specifications set forth on Exhibit “4.3” attached hereto
and made a part hereof. Landlord shall not be required to make any installations in the Premises to distribute HVAC within the
Premises. Landlord shall not be required to repair or maintain during the Term (i) any installations that exist in the Premises
on the Commencement Date that distribute solely within the Premises HVAC that the HVAC System provides, or (ii) any system that
is located in the Premises on the Commencement Date that provides supplemental HVAC for the Premises (in addition to the HVAC
provided by the HVAC System). Tenant shall keep closed the curtains, blinds, shades or screens that Tenant installs on the windows
of the Premises in accordance with the terms hereof to the extent reasonably necessary to reduce the interference of direct sunlight
with the operation of the HVAC System.


 


(B)
Landlord shall operate the HVAC System for Tenant’s benefit during Overtime Periods if Tenant so advises Landlord not later
than 3:00 P.M. on the Business Day immediately preceding the day on which Tenant requires HVAC during Overtime Periods. If Landlord
so provides HVAC to the Premises during Overtime Periods (as so requested by Tenant), then Tenant shall pay to Landlord, as additional
rent, within thirty (30) days after Landlord gives to Tenant an invoice therefor, an amount equal to One Thousand Four Hundred
Sixty-Six Dollars and Eight Cents ($1,466.08) per hour for heat, Seven Hundred Seventy-One Dollars and Ninety-Eight Cents ($771.98)
per hour for air-conditioning and Four Hundred Sixty-Three Dollars and Seventy-One Cents ($463.71) per hour for ventilation (which
hourly rates shall each be increased on each anniversary of the Commencement Date to reflect the percentage increase, if any,
in the Consumer Price Index from the Consumer Price Index that is in effect on the Commencement Date). Landlord shall have the
right to charge Tenant for a particular minimum number of hours of usage of the HVAC System during Overtime Periods to the extent
that the applicable union contract or service contract requires Landlord to engage the necessary personnel (including, without
limitation, a building engineer) for such minimum number of overtime hours, which minimum is four (4) hours as of the date hereof.
If (x) Landlord so provides HVAC service during an Overtime Period (as so requested by Tenant), and (y) another tenant requests
or other tenants in premises that are in the same HVAC zone as the Premises request HVAC service during the same Overtime Period,
then Landlord shall reduce equitably Landlord’s aforesaid charge to Tenant for HVAC service during such Overtime Period
to reflect such other tenant’s use, or such other tenants’ use, of HVAC service during such Overtime Period.


 




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4.4.
Cleaning.


 


(A)
Subject to the terms of Article 10 hereof and this Section 4.4, Landlord shall cause the Premises to be cleaned substantially
in accordance with the standards set forth in Exhibit “4.4” attached hereto and made a part hereof. Landlord shall
not be required to clean the portions of the Premises (if any) (x) that Tenant uses for the storage, preparation, service or consumption
of food or beverages (other than to empty a customary central wet trash receptacle in the Premises), (y) in which Tenant is performing
Alterations, or (z) in which the interior installation has been demolished and remains demolished in all material respects. Tenant
shall pay to Landlord, as additional rent, the reasonable costs incurred by Landlord in removing from the Building any of Tenant’s
refuse and rubbish to the extent exceeding the amount of refuse and rubbish usually generated by a tenant that uses the Premises
for ordinary office purposes. Tenant shall make such payments to Landlord not later than the thirtieth (30th) day after the date
that Landlord gives to Tenant an invoice therefor from time to time.


 


(B)
Tenant, at Tenant’s expense, as is reasonably required, shall exterminate the portions of the Premises that Tenant uses
for the storage, preparation, service or consumption of food against infestation by insects and vermin regularly and, in addition,
whenever there is evidence of infestation. Tenant shall engage Persons to perform such exterminating that are approved by Landlord,
which approval Landlord shall not unreasonably withhold, condition or delay. Tenant shall cause such Persons to perform such exterminating
in a manner that is reasonably satisfactory to Landlord.


 


(C)
Tenant, at Tenant’s expense, shall clean daily all portions of the Premises used for the storage, preparation, service or
consumption of food or beverages. Tenant shall not have the right to perform any cleaning services (or any other similar facilities
management services such as, for example, matron services or handyman services) in the Premises using any Person other than the
cleaning contractor that Landlord has engaged from time to time to perform cleaning services in the Building for Landlord; provided,
however, that (x) Landlord shall not have the right to require Tenant to use such cleaning contractor unless the rates that such
cleaning contractor agrees to charge Tenant for such additional cleaning services are commercially reasonable, and (y) subject
to Section 4.11 hereof, Tenant shall have the right to use Tenant’s own employees for such additional cleaning services.
If such cleaning contractor does not agree to charge Tenant for such additional cleaning services (or such similar services) at
commercially reasonable rates, then Tenant may employ to perform such additional cleaning services (or such similar services)
another cleaning contractor that Landlord approves, which approval Landlord shall not unreasonably withhold, condition or delay.


 




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(D)
Tenant shall comply with any refuse disposal program (including, without limitation, any waste recycling program) that Landlord
imposes reasonably after having given Tenant reasonable advance notice of the effectiveness thereof or that is required by Requirements.


 


(E)
Tenant shall not clean any window in the Premises, nor require, permit, suffer or allow any window in the Premises to be cleaned,
in either case from the outside in violation of Section 202 of the New York Labor Law, any other Requirement, or the rules of
the Board of Standards and Appeals, or of any other board or body having or asserting jurisdiction.


 


4.5.
Water.


 


Landlord
shall provide, through the Building Systems, hot and cold water at one (1) connection point at the perimeter of the Premises only
for ordinary drinking, pantry, cleaning and lavatory purposes. Landlord shall not be required to make any installations in the
Premises to distribute water within the Premises. Landlord shall not be required to repair or maintain during the Term any installations
that exist in the Premises on the Commencement Date that solely distribute water in the Premises. Nothing contained in this Section
4.5 limits the provisions of Article 10 hereof.


 


4.6.
Directory.


 


Tenant
acknowledges that Landlord has not installed a directory for the Building in the lobby thereof. If Landlord hereafter installs
any such directory in the lobby of the Building for the purpose of listing the tenants of the Building generally, then Landlord
shall make available for Tenant’s use Tenant’s Operating Expense Share of listings on the lobby directory for the
Building for purposes of listing the names of the personnel of Permitted Parties. If Landlord so installs such directory, then
Landlord shall modify such directory to add or delete names of the personnel of Permitted Parties promptly after Tenant’s
request from time to time, except that Tenant shall not have the right to make any such request more frequently than once in any
particular period of ninety (90) days. Tenant shall pay to Landlord, as additional rent, a reasonable charge for any such modifications
requested by Tenant, within thirty (30) days after the date that Landlord gives to Tenant an invoice therefor (it being understood
that Tenant shall not be required to pay such charge for Tenant’s initial listings on such directory).


 




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4.7.
Condenser Water.


 


(A)
Subject to the terms of Article 10 hereof and this Section 4.7, Tenant, at Tenant’s expense, may tap into the applicable
Building System to obtain condenser water for a supplemental air-conditioning system that Landlord installs, at Tenant’s
cost, part of Landlord’s Premises Work in accordance with the provisions of Section 6.2 hereof or that Tenant otherwise
installs at Tenant’s cost as part of an Alteration in accordance with the provisions of Article 7 hereof. Any such supplemental
air-conditioning system so installed shall not have a capacity of more than fifty (50) tons. Tenant’s rights to use such
condenser water capacity under this Section 4.7 shall lapse to the extent that Tenant does not use all or any portion of such
aforesaid condenser water capacity that Landlord has made available to Tenant for a supplemental air conditioning system that
Landlord installs as part of Landlord’s Work or for a supplemental air conditioning system that Tenant installs as part
of an Alteration as aforesaid within two (2) years after the Commencement Date, unless Landlord thereafter determines, in Landlord’s
reasonable discretion, that same is available for Tenant’s use. Any installations that are required to connect Tenant’s
supplemental air-conditioning system to the condenser water pipes shall be made by Landlord (based on the Final Plans approved
by Landlord as contemplated by Section 6.2 hereof). Tenant shall pay to Landlord, as additional rent, an annual charge in the
amount of Three Hundred Fifty Dollars and No Cents ($350.00) per ton of capacity of the system so connected (which amount per
ton shall be increased on each anniversary of the Commencement Date to reflect the percentage increase, if any, in the Consumer
Price Index from the Consumer Price Index that is in effect on the Commencement Date). Tenant shall pay such amounts to Landlord
on or prior to the thirtieth (30th) day after the date that Landlord gives to Tenant an invoice therefor from time to time.


 


(B)
Subject to the terms of this Section 4.7(B), Tenant, from time to time, shall have the right to request that Landlord make available
to Tenant additional condenser water, provided that Landlord shall, in Landlord’s reasonable discretion, shall determine
whether Landlord is able to provide such condenser water, if available, to Tenant.


 


4.8.
Building Security.


 


Subject
to the terms of this Section 4.8, Landlord shall arrange for security personnel to staff the lobby of the Building at all times.
Tenant acknowledges that (x) Landlord, in agreeing to arrange for such security personnel, does not ensure the security of the
Building, and (y) accordingly, Tenant remains responsible for making the Alterations in, and adopting procedures for, the Premises
that Tenant considers adequate to provide for Tenant’s security. Tenant, at Tenant’s cost and expense, shall have
the right to install a security system in the Premises that is compatible with the security system at the Building in order to
enable Tenant to utilize a single security or access card to access the Building and the Premises, and Landlord shall reasonably
cooperate with Tenant in connection therewith.


 


4.9.
Fire System.


 


Landlord
shall deliver the Premises with a fire suppression system in the Premises on the Commencement Date in compliance with all applicable
Requirements in effect as of the date hereof.


 


4.10.
No Other Services.


 


Landlord
shall not be required to provide any services to support Tenant’s use and occupancy of the Premises, except to the extent
expressly set forth herein.


 


4.11.
Labor Harmony.


 


If
(i) Tenant employs, or permits the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with
any Alteration or otherwise, (ii) such employment interferes or causes any conflict with other contractors, mechanics or laborers
engaged in the maintenance, repair, management or operation of the Building or any adjacent property owned or managed by Landlord,
and (iii) Landlord gives Tenant notice thereof (which notice may be given verbally to the person employed by Tenant with whom
Landlord’s representative ordinarily discusses matters relating to the Premises), then Tenant shall cause all contractors,
mechanics or laborers causing such interference or conflict to leave the Building promptly and shall take such other action as
may be reasonably necessary to resolve such conflict.


 




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4.12.
Public Health Emergency Protocol.


 


During
any period in which there is a public health emergency, Landlord shall perform such additional services in the common areas of
the Building that are paths of travel to the Premises, operate and perform modifications to the Building Systems that service
the Premises, and implement such other protocols and procedures that are, in each case, appropriate and reasonable to address
such public health emergency, as determined by Landlord in Landlord’s reasonable discretion. Landlord shall only be required
to perform such aforesaid services, modifications and protocols to the extent that owners of comparable first-class office buildings
in the vicinity of the Building are implementing such services, modifications and protocols to address such public health emergency.


 


Article
5

ELECTRICITY


 


5.1.
Capacity.


 


(A)
Subject to the terms of this Article 5, Landlord shall provide to the electrical closet on the floor of the Building where the
Premises is located, for Tenant’s use, six (6) watts of electrical capacity (demand load) per square foot of Usable Area
in the Premises (exclusive of the electrical capacity that is required to operate the Building Systems) (such electrical capacity
being referred to herein as the “Base Electrical Capacity”). Tenant, during the Term, shall use electricity
in the Premises only in such manner that complies with the requirements of the Utility Company. Tenant shall not permit the demand
for electricity in the Premises to exceed the Base Electrical Capacity.


 


(B)
Subject to the terms of this Section 5.1(B), Tenant, from time to time, shall have the right to request that Landlord increase
the Base Electrical Capacity set forth in Section 5.1(A) hereof by up to an additional two (2) watts (demand load) per square
foot of Usable Area in the Premises by making available to Tenant excess electrical capacity that is then available in the Building
to the extent that such excess capacity exists, Tenant has given Landlord a load letter from a third party electrical engineer
confirming Tenant’s bona-fide need for such additional electrical capacity, and Landlord, in Landlord’s sole discretion,
does not need to keep available such excess capacity then available in the Building. If Landlord makes such electrical capacity
available to Tenant, then Tenant, at Tenant’s sole cost and expense, shall perform any work that is required in connection
with any such increase in electrical capacity in accordance with the terms of Article 7 hereof (as if such work constituted an
Alteration). Nothing contained in this Section 5.1(B) expands the Premises or otherwise grants to Tenant rights to use portions
of the Building that are not otherwise demised to Tenant hereunder.


 




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5.2.
Electricity for the Building.


 


Landlord
shall arrange with a Utility Company to provide electricity for the Building. Landlord shall not be liable to Tenant for any failure
or defect in the supply or character of electricity furnished to the Building, except to the extent that such failure or defect
results from Landlord’s negligence or willful misconduct. Landlord shall not be required to make any installations in the
Premises to distribute electricity within the Premises. Landlord shall not be required to maintain or repair during the Term any
installations that exist in the Premises on the Commencement Date that distribute electricity solely within the Premises.


 


5.3.
Submetering.


 


(A)
Subject to the provisions of this Section 5.3, Landlord shall measure Tenant’s demand for and consumption of electricity
in the Premises using a submeter that is, or submeters that are, installed and maintained by Landlord, which submeter(s) shall
be installed an operational on the Commencement Date. Landlord shall pay the cost of installing such submeter or submeters, and
for any required maintenance and/or replacement thereof. If, at any time during the Term, Tenant performs Alterations that require
modifications to the aforesaid submeter or submeters that Landlord installs, or that require a supplemental submeter or supplemental
submeters, then Landlord shall perform such modification, or the installation of such supplemental submeter or submeters, and
Tenant shall reimburse Landlord for such reasonable Out-of-Pocket Costs, as additional rent, within thirty (30) days after Landlord
gives Tenant an invoice therefor.


 


(B)
Tenant shall pay to Landlord, as additional rent, an amount (the “Electricity Additional Rent”) equal to one
hundred five percent (105%) of the sum of:


 


(1)
the product obtained by multiplying (x) the Average Cost per Peak Demand Kilowatt, by (y) the number of kilowatts that constituted
the peak demand for electricity in the Premises for the applicable billing period, as registered on the submeter or submeters
for the Premises, and


 


(2)
the product obtained by multiplying (x) the Average Cost per Kilowatt Hour, by (y) the number of kilowatt hours of electricity
used in the Premises for the applicable billing period, as registered on the submeter or submeters for the Premises.


 


(C)
Landlord shall give Tenant an invoice for the Electricity Additional Rent from time to time (but no less frequently than quarter-annually).
Tenant shall pay the Electricity Additional Rent to Landlord on or prior to the thirtieth (30th) day after the date that Landlord
gives to Tenant each such invoice. Tenant shall not have the right to object to Landlord’s calculation of the Electricity
Additional Rent unless Tenant gives Landlord notice of any such objection on or prior to the one hundred eightieth (180th) day
after the date that Landlord gives Tenant the applicable invoice for the Electricity Additional Rent. If Tenant gives Landlord
a notice objecting to Landlord’s calculation of the Electricity Additional Rent, as aforesaid, then Tenant shall have the
right to review Landlord’s submeter readings and Landlord’s calculation of the Electricity Additional Rent, at Landlord’s
offices or, at Landlord’s option, at the offices of Landlord’s managing agent, in either case at reasonable times
and on reasonable advance notice to Landlord. Either party shall have the right to submit a dispute regarding the Electricity
Additional Rent to an Expedited Arbitration Proceeding.


 




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(D)
If a submeter measuring Tenant’s electrical demand and consumption in the Premises has not been installed in the Premises,
or the submeters measuring Tenant’s electrical demand and consumption in the Premises have not been installed in the Premises,
in either case on or prior to the date hereof, then (x) Landlord shall order such submeter or such submeters promptly after the
date hereof, and (y) Landlord shall install such submeter or such submeters promptly prior to the Commencement Date. Landlord
and Tenant shall cooperate with each other in good faith to coordinate the installation of such submeter or such submeters with
Tenant’s performance of the Initial Alterations. Landlord, in installing such submeter or such submeters, shall have the
right to interrupt electrical service to the Premises temporarily and in accordance with good construction practice. Landlord
shall install a submeter in the Premises as part of Landlord’s Premises Work, at Landlord’s sole cost and same shall
not count against Landlord’s Contribution.


 


(E)
Subject to the terms of this Section 5.3(E), if, prior to Landlord’s installing a submeter or the submeters in the Premises
or prior to the date that such submeter or submeters are operational, Tenant commences the performance of the Initial Alterations,
then Tenant shall pay to Landlord, as additional rent, a fee for electricity service in an amount equal to the product obtained
by multiplying (I) $0.0034, by (II) the number of square feet of Rentable Area in the Premises (or the portion thereof in which
Tenant is performing the Initial Alterations), by (III) the number of days in the period commencing on the date that Tenant so
commences the Initial Alterations and ending on the earlier of (a) the date immediately preceding the date that Tenant first occupies
the Premises (or the applicable portion thereof) for the conduct of business, and (b) the date immediately preceding the date
that the submeter for the Premises (or the applicable portion thereof) is operational or the submeters for the Premises (or the
applicable portion thereof) are operational. Landlord shall give Tenant an invoice for the aforesaid fee from time to time (but
not less frequently than monthly). Tenant shall pay the aforesaid fee to Landlord on or prior to the thirtieth (30th) day after
the date that Landlord gives each such invoice to Tenant.


 




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(F)
Subject to the terms of this Section 5.3(F), if, prior to Landlord’s installing a submeter or submeters in the Premises
or prior to the date that such submeter or submeters are operational, Tenant occupies all or any portion of the Premises for the
conduct of business, then Tenant shall pay to Landlord, as additional rent, a fee for electricity service in an amount equal to
the product obtained by multiplying (I) $0.0048 (which amount shall be increased on each anniversary of the Commencement Date
to reflect the percentage increase, if any, in the Consumer Price Index from the Consumer Price Index that is in effect on Commencement
Date), by (II) the number of square feet of Rentable Area in the Premises (or the portion thereof that Tenant is occupying for
the conduct of business), by (III) the number of days in the period commencing on the date that Tenant occupies the Premises (or
the applicable portion thereof) for the conduct of business and ending on the date immediately preceding the date that the submeter
for the Premises or the applicable portion thereof is operational or that the submeters for the Premises or the applicable portion
thereof are operational (such fee being referred to herein as the “Electricity Inclusion Charge”). Landlord
shall give Tenant an invoice for the Electricity Inclusion Charge from time to time (but not less frequently than monthly). Tenant
shall pay the Electricity Inclusion Charge to Landlord on or prior to the thirtieth (30th) day after the date that Landlord gives
each such invoice to Tenant. If (I) the monthly amount that Tenant would have paid to Landlord as the Electricity Additional Rent
for the period that Tenant occupies the Premises or the applicable portion thereof for the conduct of business prior to the date
that the submeter is, or the submeters are, operational (as determined using the average monthly submeter readings for the period
of three (3) months after the date that the submeter is, or the submeters are, operational), exceeds (II) the Electricity Inclusion
Charge for any particular period of one (1) month, then Tenant shall pay to Landlord an amount equal to such excess for each such
month within thirty (30) days after Landlord gives to Tenant an invoice therefor. If (I) the Electricity Inclusion Charge for
any particular period of one (1) month, exceeds (II) the monthly amount that Tenant would have paid to Landlord as the Electricity
Additional Rent for the period that Tenant occupies the Premises or the applicable portion thereof for the conduct of business
prior to the date that the submeter is, or the submeters are, operational (as determined using the average monthly submeter readings
for the period of three (3) months after the date that the submeter is, or the submeters are, operational), then Landlord, at
Landlord’s option, shall either (x) refund promptly to Tenant an amount equal to such excess for each such month, or (y)
credit such excess for each such month against the monthly installments of Rental next becoming due and payable hereunder (together
with interest on such excess calculated at the Base Rate from the date that Tenant is entitled to such credit). If Landlord gives
Tenant such credit for such excess, and the Expiration Date occurs before the date that such credit is exhausted, then Landlord
shall pay to Tenant the unused portion of such credit on or prior to the thirtieth (30th) day after the Expiration Date (and Landlord’s
obligation to make such payment shall survive the Expiration Date).


 


5.4.
Termination of Electric Service.


 


(A)
If Landlord is required by any Requirement to discontinue furnishing electricity to the Premises as contemplated by this Lease,
then this Lease shall continue in full force and effect and shall be unaffected thereby, except that from and after the effective
date of any such Requirement, (x) Landlord shall not be obligated to furnish electricity to the Premises, and (y) Tenant shall
not be obligated to pay to Landlord the charges for electricity as described in this Article 5.


 


(B)
If Landlord is required to discontinue Landlord’s furnishing electricity to the Premises pursuant to a Requirement, then
Tenant shall use Tenant’s diligent efforts to obtain electricity for the Premises directly from the Utility Company. Tenant
shall pay directly to the Utility Company the cost of such electricity. Tenant shall have the right to use the electrical facilities
that then exist in the Building to obtain such direct electric service (without Landlord having any liability or obligation to
Tenant in connection therewith). Nothing contained in this Section 5.4 shall permit Tenant to use electrical capacity in the Building
that exceeds the Base Electrical Capacity. Tenant, at Tenant’s expense, shall make any additional installations that are
required for Tenant to obtain electricity from the Utility Company.


 


(C)
Landlord shall not discontinue furnishing electricity to the Premises as contemplated by this Section 5.4 (to the extent permitted
by applicable Requirements) until Tenant obtains electric service directly from the Utility Company.


 




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Article
6

INITIAL CONDITION OF THE PREMISES


 


6.1.
Condition of Premises.


 


Subject
to Sections 8.1, 6.2 and 5.3(D) hereof, (a) Tenant shall accept possession of the Premises in the condition that exists on the
Commencement Date “as is,” (subject to the Substantial Completion of Landlord’s Work) and (b) Landlord shall
have no obligation to perform any work or make any installations in order to prepare the Building or the Premises for Tenant’s
occupancy. Except as expressly set forth herein, Landlord has made no representations or promises with respect to the Building,
the Real Property or the Premises. On or before the Commencement Date, Landlord shall give Tenant the ACP-5 certificate(s) executed
by the appropriate party and covering the Premises stating that there are no asbestos containing materials in the Premises. Landlord
covenants that on the Commencement Date, (i) the Premises and the common areas of the Building that are paths of travel to the
Premises shall be in compliance with applicable Requirements, and (ii) the Building Systems serving the Premises shall be in good
working order. Landlord represents to Tenant that the current configuration of the common restrooms located on the ninth (9th)
floor of the Building comply with applicable Requirements, including ADA.


 


6.2.
Landlord’s Work.


 


(A)
Landlord shall, at Landlord’s expense (i.e., for the avoidance of doubt, the same shall not count against Landlord’s
Contribution), perform the work to:


 


(1)
demolish Space A (the demising walls shall remain of proper fire resistance ratings; all fire stopping of holes and penetrations
shall be the responsibility of Landlord; and a TR-1 special inspection report for fire resistance rated construction and firestopping
shall be provided at Landlord’s expense (TR-1 to be dated after the Substantial Completion of such demolition work and prior
to the commencement of Landlord’s Premises Work));


 


(2)
upgrade the finishes in the common corridor, including the elevator landing, on the ninth (9th) floor of the Building utilizing
Building standard materials and finishes (provided, however, that Tenant shall have the right, on or before March 15, 2021, to
request from Landlord modifications to such common corridor renovations, which requested modifications shall be subject to Landlord’s
approval, such approval not to be unreasonably withheld, conditioned or delayed; Landlord shall request from the contractor engaged
by Landlord to perform such common corridor renovations any incremental cost increase that might be incurred on account of such
modifications requested by Tenant and approved by Landlord and provide notice of such incremental cost increases to Tenant; Tenant
shall have the right to either approve or disapprove such incremental costs increases by giving notice to Landlord within three
(3) Business Days after Landlord’s notice to Tenant of such incremental cost increases (it being agreed that Tenant shall
be deemed to disapprove an incremental cost increase if Tenant fails to approve any specific cost increase within such three (3)
Business Day period), and upon any such approval by Tenant, Landlord shall proceed with the modifications so approved by Tenant,
and Tenant shall pay such incremental cost increases incurred by Landlord in connection therewith within ten (10) Business Day
after Landlord gives Tenant an invoice therefor);


 




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(3)
perform certain cosmetic modifications to the four (4) common restrooms located on the ninth (9th) floor of the Building using
Building standard materials and finishes (which cosmetic modifications shall include a new Building standard vanity (i.e. countertop,
sink, sink hardware, mirror) in each restroom; provided, however, Tenant shall have the right, on or before March 15, 2021, to
request that Landlord not perform such cosmetic modifications to any or all of the common restrooms located on the ninth (9th)
floor of the Building, in which case Tenant shall be entitled to a credit of Twenty-Two Thousand Five Hundred Dollars and No Cents
($22,500.00) per restroom (not to exceed Ninety Thousand Dollars and No Cents ($90,000.00) in the aggregate for all four (4) restrooms)
so elected by Tenant not to be upgraded, which credit shall be applied to additional base building work on the Terrace Area as
requested by Tenant (e.g., Tenant requests additional upgrades to the pavers and lighting in the Terrace Area), which requested
additional base building work shall be subject to Landlord’s approval, such approval not to be unreasonably withheld, conditioned
or delayed; it being agreed, however, that if the amount of such credit shall exceed the cost of such additional base building
work on the Terrace Area, Tenant shall not be entitled to any credit against the Rental due hereunder or payment of such excess);


 


(4)
install new landscaping on the Terrace Area and, if and to the extent necessary, powerwash and/or repair any existing pavers,
railings, and lighting in the Terrace Area;


 


(5)
install one (1) ramp on the portion of the Terrace Area located on the north side of the Building and one (1) ramp on the portion
of the Terrace Area located on the south side of the Building, in each case so that the Terrace Area complies with applicable
Requirements, including ADA (which ramps shall be constructed with Building standard materials and finishes; provided, however,
that Tenant shall be permitted, on or before March 15, 2021, to request modifications to the materials and finishes used for such
ramps (to the extent permitted by applicable Requirements and subject to Landlord’s approval, not to be unreasonably withheld,
conditioned or delayed) by following the procedure, including, without limitation, cost estimates and incremental cost increase
payments, for modifications to the common corridors set forth in Section 6.2(A)(2) hereof, mutatis mutandis),


 


(6)
provide a form ACP-5 to Tenant stating that there are no asbestos containing materials in the Premises;


 


(7)
deliver the floors scraped, patched and reasonably smooth and leveled ready for Tenant to apply finishes; all holes, core drills
and other penetrations in the slab patched and fire stopped; and


 


(8)
remove sheetrock from all columns (items (1) through (8) collectively referred to herein as “Landlord’s Base Building
Work”).


 




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(B)
Landlord shall, at Landlord’s expense, but subject to the terms of Section 6.3 hereof, perform the work necessary to construct
the Premises (such work, “Landlord’s Premises Work”; Landlord’s Base Building Work and Landlord’s
Premises Work are collectively referred to herein as “Landlord’s Work”) in accordance with the Final
Plans which shall be prepared by A+I (“Architect”) and AMA, PC, Tenant’s MEP engineer, and based upon
that certain drawing, prepared by Architect and dated February 11, 2021 (the “Preliminary Space Plan”), a copy
of which is attached hereto as Exhibit “6.2” and made a part hereof. Notwithstanding anything to the contrary contained
herein, Landlord shall not be obligated to install any furniture or built-ins or telecommunication wiring or equipment even if
same are shown on the Preliminary Space Plan, Tenant’s Initial Plans, or the Final Plans. Tenant agrees that Tenant shall
engage Architect to prepare the Preliminary Space Plan, Tenant’s Initial Plans, the Final Plans and any other services required
to be performed by an architect in connection with Landlord’s Premises Work, the cost of which shall be paid by Landlord
subject to and in accordance with the terms of Section 6.4 hereof.


 


(C)
Tenant shall deliver or cause Architect to deliver to Landlord on or prior to April 16, 2021 (the “Plan Deadline”)
in the manner set forth in Section 6.2(E) hereof, six (6) copies of the construction plans and specifications for Landlord’s
Premises Work based on the Preliminary Space Plan (“Tenant’s Initial Plans”), which shall be (x) one
hundred percent (100%) complete and ready to bid and build (including, without limitation, layout, architectural, mechanical,
structural, engineering and plumbing drawings, to the extent applicable), (y) stamped and approved by Architect, and (z) in format
containing sufficient detail (i) for Landlord and Landlord’s consultants to reasonably assess the proposed work to prepare
the Premises for Tenant’s initial occupancy, (ii) to permit Landlord to make all necessary filings with Governmental Authorities
to obtain the required permits, approvals and certificates to allow Landlord to commence Landlord’s Premises Work (the requirements
set forth in clauses (x)-(z) hereof, the “Plan Requirements”).


 


(D)
Tenant shall revise or cause Architect to revise Tenant’s Initial Plans if and to the extent that Landlord objects or comments
thereto and deliver to Landlord in the manner set forth in Section 6.2(E) hereof, six (6) copies of Tenant’s Initial Plans,
as so revised, which revised plans shall (i) address all of Landlord’s objections and comments to Landlord’s reasonable
satisfaction and (ii) satisfy all of the Plan Requirements (the Tenant’s Initial Plans either (x) revised as aforesaid,
or (y) if Landlord shall not object or comment thereto, as applicable, shall constitute the “Final Plans”).
Tenant shall deliver or cause Architect to deliver the Final Plans to Landlord on or prior to the date which is ten (10) Business
Days following the date that Landlord gives Tenant Landlord’s objections and/or comments, if any, to Tenant’s Initial
Plans (such date, the “Revision Deadline”).


 


(E)
Notwithstanding anything to the contrary set forth in this Lease, Tenant shall (I) deliver or cause Architect to deliver (x) five
(5) copies of Tenant’s Initial Plans and the Final Plans to Landlord at the Building, Attention: Property Manager and (y)
one (1) copy of Tenant’s Initial Plans and the Final Plans to Landlord, c/o Vornado Office Management LLC, One Penn Plaza,
22nd Floor, New York, New York 10119, Attention: Carlos Lopez and (II) cause Tenant’s Initial Plans and the Final Plans
to be clearly labeled in large, bold, capitalized font on the exterior thereof “TENANT’S PLANS ENCLOSED-TIME SENSITIVE”.


 




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(F)
Landlord shall perform Landlord’s Work in a good and workmanlike manner and with reasonable diligence and in compliance
with all applicable Requirements. Not less than five (5) days prior to the Substantial Completion of Landlord’s Work, Landlord
shall provide notice to Tenant that Landlord’s Work is close to completion, and Landlord and Tenant shall together promptly
after the Substantial Completion of Landlord’s Work inspect Landlord’s Work and create a punch list. Landlord shall
perform and complete any such punch list items within thirty (30) days following the date on which such list is created to the
extent such item is capable of completion within such period and otherwise promptly thereafter provided that Landlord shall use
diligent efforts to complete same. Landlord covenants that on the Commencement Date, there shall not be any open applications
or permits with applicable Governmental Authorities for Landlord’s Work that would prohibit Tenant’s occupancy of
the Premises in accordance with the terms of this Lease.


 


(G)
Landlord shall have the right to delegate Landlord’s obligations to perform all or any portion of Landlord’s Work
to an Affiliate of Landlord (it being understood, however, that Landlord’s delegating such obligations to an Affiliate of
Landlord shall not diminish or affect in any manner Landlord’s liability or obligations with respect to the performance
and completion of Landlord’s Work in accordance with the terms of this Article 6). Landlord shall also have the right to
assign to such Affiliate of Landlord the rights of Landlord hereunder to receive from Tenant the payments for the performance
of the portions of Landlord’s Premises Work pursuant to Section 6.3 hereof (it being understood that if (i) Landlord so
assigns such rights to such Affiliate of Landlord, and (ii) Landlord gives Tenant notice thereof, then Tenant shall pay directly
to such Affiliate any such amounts otherwise due and payable to Landlord hereunder). Landlord shall not be required to maintain
or repair during the Term any items of Landlord’s Work except as otherwise expressly provided in this Lease, it being agreed
that Landlord shall make available to Tenant all guaranties or warranties received by Landlord in connection with Landlord’s
Premises Work to the extent such guaranties and warranties shall not be rendered invalid thereby. Notwithstanding the foregoing,
any defect in Landlord’s Work, which (i) could not be discovered during the generation of the Punch List described above
and was first discovered by Tenant after the generation of such Punch List, (ii) Tenant has notified Landlord thereof within twelve
(12) months after the Commencement Date, and (iii) was not caused by the act or omission of Tenant, its employees, agents or invitees,
shall be referred to herein as a “Latent Defect.” Landlord shall promptly correct any Latent Defects, provided
Tenant has notified Landlord thereof within twelve (12) months following the Commencement Date.


 


(H)
To the extent not prohibited by Requirements, Tenant shall have the right to enter the Premises during the performance of Landlord’s
Premises Work solely for the purposes of performing the Initial Alterations and performing other customary pre-commencement activities
(such as installing fixtures, furniture, equipment and telecommunications wiring and cabling), provided however that during such
period (w) Landlord and Tenant shall use commercially reasonable efforts to coordinate the scheduling of the performance of Landlord’s
Premises Work and the Initial Alterations/customary pre-commencement activities, respectively, (w) Tenant shall comply with all
terms and conditions of this Lease notwithstanding that the Commencement Date has not yet occurred other than the obligation to
pay Fixed Rent and Escalation Rent, (x) Tenant shall not interfere with or in any way delay Landlord’s completion of Landlord’s
Premises Work, (y) Tenant shall not begin operation of its business in the Premises, and (z) any installations performed by Tenant
shall be properly sequenced with the performance of Landlord’s Work.


 




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(I)
The following terms shall have the following meanings as used herein:


 


(1)
“Long Lead Work” shall mean any item which is not a stock item and must be specially manufactured, fabricated
or installed or is of such an unusual, delicate or fragile nature that there is a substantial risk that (i) there will be a delay
in its manufacture, fabrication, delivery or installation, or (ii) after delivery of such item the same will need to be reshipped
or redelivered or repaired so that, in Landlord’s reasonable judgment, the item in question cannot be completed when the
standard items are completed even though the items of Long Lead Work in question are (1) ordered together with the other items
required and (2) installed or performed (after the manufacture or fabrication thereof) in order and sequence that such Long Lead
Work and other items are normally installed or performed in accordance with good construction practice. In addition, Long Lead
Work shall include any standard item, which in accordance with good construction practice should be completed after the completion
of any item of work in the nature of the items described in the immediately preceding sentence. Landlord shall provide Tenant
with notice promptly after it discovers an item is an item of Long Lead Work. Notwithstanding the foregoing, no item of Landlord
Premises Work shall be deemed Long Lead Work unless it is expected to delay the Substantial Completion, it was the actual cause
of the delay to the Substantial Completion of Landlord’s Premises Work, and Landlord shall have notified Tenant that such
item of Landlord’s Premises constitutes an item of Long Lead Work promptly after Landlord is notified of same.


 


(2)
“Tenant Work Delays” shall mean actual delays attributable to Tenant’s acts or omissions (where Tenant
had a duty to act) (including, without limitation, (v) changes or change orders to plans or finishes requested by Tenant, (w)
the failure to deliver or cause Architect to deliver Tenant’s Initial Plans to Landlord on or prior to the Plan Deadline,
and/or the failure to deliver or cause Architect to deliver the Final Plans to Landlord on or prior to the Revision Deadline,
in either case in compliance with the Plan Requirements and in accordance with the provisions of Section 6.2(E) hereof, (x) delays
or failures to notify or respond to requests of Landlord, (y) delays resulting directly from Tenant’s access to the Premises
pursuant to Section 6.2(H) hereof, and/or (z) the failure to make any of the payments required by Section 6.3 hereof within the
time periods specified therein) that actually delay Landlord in the performance of Landlord’s Premises Work (provided that
Tenant receives notice of such delay and two (2) Business Days to cure same, except that Landlord shall not be required to give
notice to Tenant with respect to the Tenant Work Delays described in clauses (w) or (z) hereof and such delays shall automatically
constitute Tenant Work Delays).


 


(J)
To the extent that Landlord has performed all or any part of Landlord’s Premises Work using Landlord’s Contribution,
Tenant, during the Term, shall not remove Landlord’s Premises Work or such portion thereof (or Alterations that replace
Landlord’s Premises Work (or such portion thereof) unless Tenant replaces Landlord’s Premises Work (or such portion
thereof), or such Alterations, as the case may be, with Alterations that have a fair value that is equal to or greater than the
portion of Landlord’s Premises Work (it being understood that such Alterations that Tenant performs to replace Landlord’s
Premises Work (or such portion thereof), or such other Alterations, as the case may be, shall constitute the property of Landlord
as contemplated by this Section 6.2(J).


 




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(K)
Notwithstanding the provisions of Section 1.3 hereof to the contrary, in the event that Substantial Completion of Landlord’s
Premises Work shall be delayed by reason of any Tenant Work Delays and/or items of Long Lead Work, then only for purposes of determining
the date on which the Applicable Rent Commencement Dates shall occur, (x) the Substantial Completion of Landlord’s Premises
Work shall be deemed to have occurred on the date it would have otherwise been Substantially Complete but for such Tenant Work
Delays and/or such items of Long Lead Work and (y) the Commencement Date shall be deemed to have occurred on the date the Commencement
Date would have otherwise occurred but for such Tenant Work Delays and/or such items of Long Lead Work, notwithstanding that Landlord
has not yet delivered possession of the Premises to Tenant.


 


(L)
Either Landlord or Tenant shall have the right to submit any dispute between the parties under this Section 6.2 to an Expedited
Arbitration Proceeding.


 


6.3.
Tenant’s Contribution to the Cost of Landlord’s Premises Work.


 


(A)
Subject to the terms of this Section 6.3, Tenant shall pay to Landlord an amount equal to the excess, if any, of (I) the Work
Cost, over (II) Eight Million Two Hundred Fifty-Six Thousand Three Hundred Dollars and No Cents ($8,256,300.00) (such amount,
“Landlord’s Contribution”, the amount of any such excess being referred to herein as “Tenant’s
Work Cost”). The term “Work Cost” shall mean the sum of (x) the “hard” costs that Landlord
incurs in performing Landlord’s Premises Work and (y) the “soft” costs that Landlord incurs in performing Landlord’s
Premises Work, such as reasonable engineers’ fees for services reasonably required in connection with Landlord’s Premises
Work, permit costs, and filing fees, and the cost of electricity consumed at the Premises during the performance of Landlord’s
Premises Work (including, without limitation, any amounts paid by Landlord to or on behalf of Tenant for the Architect Fees pursuant
to Section 6.4 hereof); provided that in no event shall Tenant be entitled to use more than twenty percent (20%) of Landlord’s
Contribution towards such “soft” costs (such twenty percent (20%) of Landlord’s Contribution in the amount of
One Million Six Hundred Fifty-One Thousand Two Hundred Sixty Dollars and No Cents ($1,651,260.00) that Tenant is entitled to use
for such “soft” costs being referred to herein as the “Soft Cost Allowance”).


 




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(B)
Landlord shall submit to at least three (3) reputable construction companies as reasonably designated by Landlord (which shall
include, without limitation, Tristar Construction, Tishman Interiors and Icon Interiors), with reasonable promptness after the
date Landlord receives the Final Plans, a bid package that describes Landlord’s Premises Work. Landlord shall use Landlord’s
diligent efforts to obtain from each of such construction companies a bona fide bid to perform Landlord’s Premises Work.
Landlord shall have the right to request that the construction companies submit alternative bids, assuming, for example, that
(a) the construction company acts as a general contractor for a fixed price, (b) the construction company acts as a construction
manager for a construction management fee (without providing a guaranteed maximum price), and (c) the construction company acts
as a construction manager for a construction management fee and provides a guaranteed maximum price. Landlord shall advise Tenant
of Landlord’s receipt of the bids from the aforesaid construction companies, shall level the bids from the aforesaid construction
companies, and shall provide copies of such leveled bids to Tenant promptly after Landlord’s receipt thereof. Tenant shall
have seven (7) Business Days to review such bids and modify the Final Plans or any items described therein in an attempt to lower
the amount of such bids and value engineer Landlord’s Premises Work. Following such seven (7) Business Day period, Landlord
shall have the right to let the construction contract to the lowest responsible bidder (with the understanding that Landlord shall
have the right to exercise Landlord’s reasonable business judgment in selecting the form of contractual arrangement for
the construction contract, provided that the same will not have an effect on the Work Cost, beyond a de minimis extent) (the aforesaid
construction contract that Landlord lets for Landlord’s Premises Work being referred to herein as the “Construction
Contract”). Landlord shall pay the Work Cost directly to the construction company and, subject to Section 6.4 hereof,
at Tenant’s election, to the Architect.


 


(C)
Landlord shall have the right to give to Tenant, after Landlord lets the Construction Contract, a notice of Landlord’s reasonable
estimate of the Work Cost and the Tenant’s Work Cost that derives therefrom (such notice being referred to herein as the
“Original Work Estimate Notice”). Tenant shall pay to Landlord, within ten (10) Business Days after the date
that Landlord gives such notice to Tenant, an amount equal to twenty-five percent (25%) of Tenant’s Work Cost as reflected
in the Original Work Estimate Notice (any such payment that Tenant makes to Landlord being referred to herein as the “First
Work Estimate Payment”). When Landlord has completed thirty-three percent (33%) of Landlord’s Premises Work, as
determined and certified by Tenant’s architectural and engineering consultants, Landlord shall deliver an invoice to Tenant
for twenty-five percent (25%) of Tenant’s Work Cost as reflected in the Original Work Notice, and Tenant shall pay such
amount to Landlord within ten (10) Business Days after the date that Landlord gives such notice to Tenant (the “Second
Work Estimate Payment”). When Landlord has completed sixty-six percent (66%) of Landlord’s Premises Work, as determined
and certified by Tenant’s architectural and engineering consultants, Landlord shall deliver an invoice to Tenant for the
remaining fifty percent (50%) of Tenant’s Work Cost as reflected in the Original Work Notice, and Tenant shall pay such
amount to Landlord within ten (10) Business Days after the date that Landlord gives such notice to Tenant (the “Third
Work Estimate Payment”). In the event that Landlord’s reasonable estimate of the Work Cost increases during Landlord’s
performance of Landlord’s Premises Work, Landlord shall have the right, from time to time, to give to Tenant a revised notice
of Landlord’s reasonable estimate of the Work Cost and the Tenant’s Work Cost that derives therefrom (any such notice
being referred to herein as the “Revised Work Estimate Notice”). Tenant shall pay to Landlord, within five
(5) days after the date that Landlord gives a Revised Work Estimate Notice to Tenant, an amount equal to the difference between
(x) Tenant’s Work Cost as reflected in the Revised Work Estimate Notice and (y) Tenant’s Work Cost as reflected in
the Original Work Estimate Notice plus the amount(s) of any other Increased Work Estimate Payments that Tenant has theretofore
paid to Landlord and Landlord has received (any such payment that Tenant makes to Landlord pursuant to a Revised Work Estimate
Notice being referred to herein as an “Increased Work Estimate Payment”; the First Work Estimate Payment, together
with the Second Work Estimate Payment, the Third Work Estimate Payment, and any Increased Work Estimate Payment(s) in each case
actually paid to Landlord, if any, the “Work Estimate Payment”). Landlord shall give to Tenant, within thirty
(30) days after the date that Landlord obtains certificates of final approval from the Governmental Authority in connection with
Landlord’s Premises Work, a notice that sets forth the Work Cost therefor and the Tenant’s Work Cost that derives
therefrom (such notice being referred to herein as the “Final Cost Notice”). Landlord shall have the right
to cease performance of Landlord’s Premises Work if Tenant fails to make any of the aforesaid payments within the time periods
set forth herein and the same shall constitute a Tenant Work Delay. Tenant shall pay to Landlord, within thirty (30) days after
the date that Landlord gives the Final Cost Notice to Tenant, an amount equal to the excess (if any) of (I) Tenant’s Work
Cost, as reflected in the Final Cost Notice, over (II) the Work Estimate Payment (if any). Landlord shall pay to Tenant, within
thirty (30) days after the date that Landlord gives the Final Cost Notice to Tenant, an amount equal to the excess (if any) (I)
the Work Estimate Payment, over (II) Tenant’s Work Cost as reflected in the Final Cost Notice. Subject to the terms of Section
7.11 hereof, Tenant shall have the right to apply any unapplied portion of the FF&E Allowance to Tenant’s Work Cost
by giving notice thereof to Landlord which sets forth amount of the FF&E Allowance that Tenant desires to apply to Tenant’s
Work Cost.


 




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6.4.
Payment of Architect Fees.


 


(A)
Subject to the terms of this Section 6.4, Landlord, at Tenant’s election, shall pay to or on behalf of Tenant an amount
not to exceed the Soft Cost Allowance for the costs that Tenant incurs in engaging the Architect in connection with Landlord’s
Premises Work (the “Architect Fees”). Tenant shall not be permitted to apply any portion of the Soft Cost Allowance
to the Rental due under this Lease. In addition, for the avoidance of doubt, Tenant shall not be required to seek reimbursement
from Landlord for all or any portion of the Architect Fees, and, in such event, any Architect Fees not so paid by Landlord shall
not be counted against Landlord’s Contribution.


 


(B)
Tenant may request disbursements of the Soft Cost Allowance only by delivering to Landlord a Disbursement Request. Subject to
the terms of this Section 6.4, Landlord shall disburse a portion of the Soft Cost Allowance to Tenant from time to time, within
thirty (30) days after the date that Tenant gives to Landlord the applicable Disbursement Request. Tenant shall not be entitled
to any disbursements of the Soft Cost Allowance if a monetary or material non-monetary Event of Default has occurred and is then
continuing. Landlord shall not be required to make disbursements of the Soft Cost Allowance more frequently than once during any
particular calendar month. Tenant shall not have the right to request disbursements of the Soft Cost Allowance in an amount that
is greater than the excess of (I) the aggregate amounts that Tenant has theretofore paid or that then remain payable in each case
to the Architect for the services that have been performed for Landlord’s Premises Work, over (II) the aggregate amount
of disbursements theretofore made by Landlord from the Soft Cost Allowance (such excess at any particular time being referred
to herein as the “Maximum Disbursement Amount”).


 




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(C)
The term “Disbursement Request” shall mean a request for a disbursement of the Soft Cost Allowance signed by
the chief financial officer or general counsel of Tenant (or another officer of Tenant who performs the functions ordinarily performed
by a chief financial officer), together with:


 


(1)
such officer’s certification that the amount so requested does not exceed the Maximum Disbursement Amount,


 


(2)
copies of the contracts, purchase orders, change orders and other documents pursuant to which Tenant has engaged Architect to
provide services in connection with Landlord’s Premises Work (except to the extent that Tenant has provided such copies
to Landlord with a prior Disbursement Request),


 


(3)
copies of reasonable documentation (such as bills and invoices) that indicate that the applicable services have been performed,


 


(4)
waivers of lien from Architect covering the amount for which previous disbursements of the Soft Cost Allowance have been made
(except to the extent Tenant gave such waivers of lien to Landlord in connection with a prior Disbursement Request), and


 


(5)
notwithstanding the foregoing to the contrary but subject to the terms of this subparagraph (5), in connection with a disbursement
of the Soft Cost Allowance, which on its own or combined with previous disbursements of the Soft Cost Allowance, would constitute
a disbursement equal to ninety percent (90%) or more of the total amount due to Architect in connection with Landlord’s
Premises Work, final general releases or waivers of lien from Architect (unless such general releases or waivers of lien were
furnished previously pursuant to Section 6.4(C)(4)); it being understood that Landlord shall not be obligated to make any disbursements
in excess of ninety (90%) of the amount due to Architect until Landlord has received such final general releases or waivers of
lien. Nothing contained in this Section 6.4(C)(5) shall be deemed to affect or impair Tenant’s obligation to discharge of
record any mechanic’s lien that is filed by Architect against the Building as set forth in Section 7.5(A)(4) hereof.


 


(D)
Landlord makes no representation or warranty that the Soft Cost Allowance is sufficient to pay the cost of the Architect Fees
and the other soft costs in connection with Landlord’s Premises Work. Tenant shall pay the amount of any excess of the cost
of the Architect Fees and other softs costs over the Soft Cost Allowance (in accordance with Section 6.3 hereof).


 


(E)
If (i) Landlord fails to make a disbursement of the Soft Cost Allowance when due, and (ii) such failure continues for more than
twenty (20) days after the date that Tenant gives Landlord notice thereof, then Tenant shall have the right to offset against
the Rental due hereunder the amount that Landlord so fails to disburse to Tenant.


 


6.5.
Notices to Tenant regarding Landlord’s Work.


 


Notwithstanding
the provisions of Article 30 hereof to the contrary, any notices required to be given by Landlord to Tenant pursuant to this Article
6 shall be deemed given if sent via electronic mail to the attention of Tenant’s designated representatives, Gina Sheldon
at [***] and Marina Anoshin at [***].


 




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Article
7

ALTERATIONS


 


7.1.
General.


 


(A)
Except as otherwise provided in this Article 7, Tenant shall not make any Alterations without Landlord’s prior consent.


 


(B)
Tenant may make Decorative Alterations without Landlord’s prior consent.


 


(C)
The term “Alterations” shall mean alterations, installations, improvements, additions or other physical changes
in each case in or to the Premises that are made by or on behalf of Tenant or any other Person claiming by, through or under Tenant;
provided, however, that Alterations shall not include Landlord’s Premises Work.


 


(D)
The term “Decorative Alterations” shall mean Alterations that constitute merely decorative changes to the Premises
(such as, for example, the installation of carpeting or other customary floor coverings or painting or the installation of customary
wall coverings) that in each case do not involve electrical, plumbing or mechanical connections.


 


(E)
The term “Initial Alterations” shall mean the Alterations to prepare the Premises for Tenant’s initial
occupancy.


 


(F)
The term “Specialty Alterations” shall mean Alterations that (i) perforate a floor slab in the Premises or
a wall that encloses the core of the Building, (ii) require the reinforcement of a floor slab in the Premises, (iii) consist of
the installation of a raised flooring system, (iv) consist of the installation of a vault or other similar device or system that
is intended to secure the Premises or a portion thereof in a manner that exceeds the level of security that a reasonable Person
uses for ordinary office space, or (v) involve material plumbing connections (such as kitchens (other than a customary pantry
for warming food) and executive bathrooms outside of the Building core).


 


(G)
The term “Substantial Completion” or words of similar import shall mean that the applicable work has been substantially
completed in accordance with the applicable plans and specifications, if any, it being agreed that (i) such work shall be deemed
substantially complete notwithstanding the fact that minor or insubstantial details of construction or demolition, mechanical
adjustment or decorative items remain to be performed, and (ii) with respect to work that is being performed in the Premises,
such work shall be deemed substantially complete only if the incomplete elements thereof do not interfere materially with Tenant’s
use and occupancy of the Premises for the conduct of business.


 




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(H)
The term “Tenant’s Property” shall mean Tenant’s personal property (other than fixtures), including,
without limitation, Tenant’s movable fixtures, movable partitions, telephone equipment, computer equipment, furniture, furnishings
and decorations.


 


7.2.
Basic Alterations and Minor Alterations.


 


(A)
Subject to the provisions of Section 7.1(B) hereof and this Section 7.2, Landlord shall not unreasonably withhold, condition or
delay its consent to any proposed Alteration, provided that such Alteration (i) is not visible in any material respect, at street
level, from the outside of the Building, (ii) does not affect adversely any part of the Building other than the Premises, (iii)
does not require any alterations, installations, improvements, additions or other physical changes to be performed in or made
to any portion of the Building other than the Premises, (iv) does not affect adversely the proper functioning of any Building
System, (v) does not reduce the value or utility of the Building, (vi) does not affect the structure of the Building, (vii) does
not impede Landlord’s access to Reserved Areas in any material respect, and (viii) does not violate or render invalid the
certificate of occupancy for the Building or any part thereof (any Alteration that satisfies the requirements described in clauses
(i) through (viii) above being referred to herein as a “Basic Alteration”).


 


(B)
Tenant shall not be required to obtain Landlord’s prior consent to a particular Basic Alteration if the sum of (X) the “hard”
construction cost of such Basic Alteration, and (Y) the “hard” construction cost of any other Basic Alterations performed
during the immediately preceding period of six (6) months without Landlord’s consent as contemplated by this Section 7.2,
does not exceed the Minor Alterations Threshold (any such Basic Alteration for which Landlord’s prior consent is not required
being referred to herein as a “Minor Alteration”). The term “Minor Alterations Threshold”
shall mean Three Hundred Thousand Dollars ($300,000), except that on each anniversary of the Commencement Date, the Minor Alterations
Threshold shall be adjusted to reflect the percentage increase in the Consumer Price Index from the Consumer Price Index that
is in effect on the Commencement Date. Nothing contained in this Section 7.2(B) limits Tenant’s liability to Landlord if
(i) Tenant performs an Alteration without Landlord’s consent, and (ii) it is determined ultimately that such Alteration
does not constitute a Minor Alteration.


 


(C)
Nothing contained in this Section 7.2 limits the provisions of Section 7.10 hereof.


 




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7.3.
Approval Process.


 


(A)
Tenant shall not perform any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof
(an “Alterations Notice”) that (i) refers specifically to this Section 7.3, (ii) includes six (6) copies of
the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and
structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s
consultants to reasonably assess the proposed Alteration (or other format reasonably acceptable to Landlord), (iii) indicates
whether Tenant considers the proposed Alterations to constitute a Basic Alteration, (iv) indicates whether Tenant considers the
proposed Alteration to constitute a Minor Alteration and whether Tenant intends to perform the proposed Alteration without Landlord’s
consent as contemplated by this Article 7, and (v) includes with such notice a bona fide estimate issued by a reputable
and independent construction company of the “hard” construction cost of performing the proposed Alteration (if Tenant
considers the proposed Alteration to constitute a Minor Alteration and plans to perform such Alteration without Landlord’s
consent). Tenant shall not be required to include with the Alterations Notice the plans and specifications for a proposed Basic
Alteration as described in clause (ii) above if: (w) applicable Requirements do not require Tenant to obtain a building permit
therefor, (x) such Alteration does not involve any material electrical, mechanical or plumbing work or any material connections
to the life-safety systems of the Building, (y) such plans and specifications would not otherwise be prepared in accordance with
good construction practice, and (z) Tenant so advises Landlord of compliance with such clauses (w) through (y) in the applicable
Alterations Notice; provided, however, that if Tenant does not submit such plans and specifications to Landlord as aforesaid,
then Landlord shall have the right to nevertheless require Tenant to submit such plans and specifications (or another reasonable
technical description of the proposed Alteration) to the extent that Landlord has a reasonable basis for requiring such plans
and specifications (or such other technical description).


 


(B)
If (i) Tenant gives Landlord an Alterations Notice, (ii) Tenant, in the Alterations Notice, does not indicate that Tenant plans
to perform the applicable Alteration without Landlord’s consent, and (iii) provides in bold and capital letters that “LANDLORD’S
FAILURE TO RESPOND TO THIS ALTERATIONS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS [FIVE (5) BUSINESS DAYS FOR RESUBMISSIONS] AFTER
THE DATE THAT TENANT GIVES THIS ALTERATIONS NOTICE TO LANDLORD MAY BE DEEMED TO BE LANDLORD’S CONSENT THERETO”,
and (iv) Landlord fails to respond within fifteen (15) Business Days [five (5) Business Days for resubmissions] after Tenant gives
the Alterations Notice to Landlord, then Tenant, following the expiration of such fifteen (15) Business Day or five (5) Business
Day period, as the case may be, shall be entitled to give a second Alterations Notice to Landlord that provides in bold and capital
letters that “LANDLORD’S FAILURE TO RESPOND TO THIS SECOND ALTERATIONS NOTICE WITHIN FIVE (5) BUSINESS DAYS
AFTER THE DATE THAT TENANT GIVES THIS SECOND ALTERATIONS NOTICE TO LANDLORD SHALL BE DEEMED TO BE LANDLORD’S CONSENT THERETO”.
If Tenant gives such second Alterations Notice to Landlord as aforesaid and Landlord fails to so respond to the first or second
Alterations Notice within five (5) Business Days after Tenant gives the second Alterations Notice to Landlord, then Landlord shall
be deemed to have consented to the Alteration(s) described in such Alterations Notice; provided, however, that in no event shall
Landlord be deemed to have consented to any Alteration that is otherwise expressly prohibited by the terms of this Lease.


 


(C)
Except for Decorative Alterations, Landlord shall have the right to object to a proposed Alteration only by giving notice thereof
to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections.


 




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(D)
Except for Decorative Alterations or Minor Alterations, Landlord shall have the right to (a) disapprove any plans and specifications
for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending
Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder,
and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the plans
and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the
applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 7.3(D) limits the provisions of Section
7.2 hereof or Section 7.3(C) hereof.


 


(E)
Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the
preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer
designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty
that such plans or specifications comply with any Requirements or are otherwise adequate or correct.


 


7.4.
Performance of Alterations.


 


(A)
Tenant, at Tenant’s expense, prior to the performance of any Alteration, shall obtain all permits, approvals and certificates
required by any Governmental Authorities in connection therewith. Landlord shall have the right to require Tenant to make all
filings with Governmental Authorities to obtain such permits, approvals and certificates using an expeditor designated reasonably
by Landlord (provided that the charges imposed by such expeditor are commercially reasonable). Landlord shall execute any applications
for any permits, approvals or certificates required to be obtained by Tenant in connection with any permitted Alteration (provided
that the applicable Requirement requires Landlord to execute such application) within ten (10) Business Days after Tenant’s
request from time to time and shall otherwise cooperate reasonably with Tenant in connection therewith. Landlord shall execute
any applications for any permits, approvals or certificates required to be obtained by Tenant in connection with any permitted
Alteration (provided that the applicable Requirement requires Landlord to execute such application) within ten (10) Business Days
after Tenant’s request from time to time and shall otherwise cooperate reasonably with Tenant in connection therewith. Landlord
shall so execute such applications, as aforesaid, prior to Landlord’s approval of (or Landlord’s being deemed to have
approved) the applicable Alteration (to the extent that this Article 7 requires Tenant to obtain Landlord’s consent to such
Alteration), with the understanding, however, that (i) Tenant shall not have any right to commence the performance of the applicable
Alteration unless and until Landlord approves (or is deemed to have approved) the applicable Alteration (to the extent that this
Article 7 requires Tenant to obtain Landlord’s approval of such Alteration), (ii) Landlord’s so executing such application
shall not diminish Landlord’s right to withhold Landlord’s approval of the applicable Alteration (to the extent otherwise
permitted under this Article 7), and (iii) if Landlord withholds Landlord’s approval of the applicable Alteration (to the
extent otherwise permitted under this Article 7), then Tenant, at Tenant’s cost, shall withdraw such application promptly.
Tenant shall reimburse Landlord for any reasonable Out-of-Pocket Costs, including, without limitation, reasonable attorneys’
fees and disbursements, that Landlord incurs in so executing such applications and cooperating with Tenant, within thirty (30)
days after the date that Landlord gives to Tenant an invoice therefor from time to time.


 




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(B)
Prior to performing any Alteration, Tenant shall maintain on behalf of its contractors (of any tier) and vendors or cause its
contractors (of any tier) and vendors to maintain (1) worker’s compensation and disability insurance in amounts not less
than the statutory limits required by Requirements (covering all persons to be employed by Tenant, and Tenant’s contractors,
subcontractors, and vendors in connection with such Alteration); (2) commercial general liability insurance (covering bodily injury
including death, personal injury and property damage), in each case in customary form, and in amounts that are not less than Five
Million Dollars ($5,000,000) per occurrence and in the annual policy aggregate with respect to general contractors and Three Million
Dollars ($3,000,000) per occurrence and in the annual policy aggregate with respect to subcontractors, such policies shall be
endorsed to name the Landlord Indemnitees as additional insureds, it being understood that the foregoing insurance shall be required
in addition to Tenant’s Liability Policy (the insurance described in this clause (2) is collectively referred to herein
as “Contractor’s Liability Policy”); and (3) commercial auto liability insurance, if the contractor or
vendor uses a vehicle at the Real Property, covering all vehicles with a minimum combined single limit of One Million Dollars
($1,000,000). The Contractor’s Liability Policy (including any endorsements which are a part thereof) cannot exclude coverage
to the Landlord Indemnitees for claims arising out of bodily injury to a contractor’s (of any tier) or vendor’s employees
if such claim arises during the course of employment (i.e., third party claims). A contractor’s or vendor’s liability
shall in no way be limited by the amount of insurance recovery or the amount of insurance in force, or available, or required
by any provisions of this Lease. The limits listed above are minimum requirements only. Tenant shall include in any agreement
that Tenant consummates with a contractor or vendor in either case for a particular Alteration, and Tenant shall cause any contractor
to include in any agreement that such contractor consummates with a subcontractor regarding the applicable Alteration, a provision
pursuant to which the contractor, subcontractor or vendor agrees to indemnify the Landlord Indemnitees, and hold the Landlord
Indemnitees harmless, from and against, any Claim Against Landlord that arises from any wrongful act or wrongful omission of such
contractor, such subcontractor or such vendor, and such provision shall state expressly that the Landlord Indemnitees constitute
third-party beneficiaries thereof. Prior to the start of any such Alterations and prior to the expiration of any policy, Tenant
shall deliver to Landlord certificates of insurance (on a form reasonably acceptable to Landlord) along with copies of endorsements
naming Landlord Indemnitees as additional insureds. The liabilities of any contractor or vendor shall survive and not be terminated,
reduced or otherwise limited by any expiration or termination of such insurance coverage. Neither approval nor failure to disapprove
insurance furnished by the contractor or vendor shall relieve the contractor, its subcontractors or vendors from responsibility
to provide insurance as required herein.


 


(C)
Within sixty (60) days after the Substantial Completion of each Alteration (other than Decorative Alterations), Tenant, at Tenant’s
expense, shall (1) obtain certificates of final approval for each Alteration to the extent required by any Governmental Authority
(but if Tenant is diligently pursuing same, then such sixty (60) day period shall be extended for such reasonable time as is necessary
for Tenant to obtain such approvals provided Tenant is diligently pursuing same), (2) furnish Landlord with copies of such certificates,
and (3) give to Landlord copies of the “as-built” plans and specifications for such Alterations in CADD format (or,
if the applicable Alteration constitutes a Minor Alteration, such other format that is reasonably acceptable to Landlord).


 




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(D)
All Alterations (other than Decorative Alterations) shall be made and performed substantially in accordance with the plans and
specifications therefor as approved by Landlord (to the extent such approval of Landlord is required under this Article 7). All
Alterations shall be made and performed in accordance with all Requirements and the Rules. All materials and equipment incorporated
in the Premises as a result of any Alterations shall be first-quality.


 


7.5.
Financial Integrity.


 


(A)


 


(1)
Subject to Section 7.5(A)(2) hereof, Tenant shall not permit any materials or equipment that are incorporated as fixtures into
the Premises in connection with any Alterations to be subject to any lien, encumbrance, chattel mortgage or title retention or
security agreement.


 


(2)
Subject to the terms of this Section 7.5(A)(2) and Section 7.5(A)(3) hereof, in connection with any Alteration at a cost for labor
and materials (as reasonably estimated by Landlord’s architect, engineer or contractor) in excess of Five Hundred Thousand
Dollars ($500,000), either individually or in the aggregate with any other Alterations constructed in any particular period of
twelve (12) consecutive months, prior to performing such Alteration, Landlord may on approval of plans therefor, require Tenant
to deliver to Landlord a performance bond and a payment bond that covers Tenant’s obligation to pay the applicable contractor
and the applicable contractor’s obligation to pay its subcontractors (in either case issued by a surety company and in form
reasonably satisfactory to Landlord), each in an amount equal to one hundred twenty percent (120%) of such estimated cost; provided,
however, that on each anniversary of the Commencement Date, the aforesaid amount of Five Hundred Thousand Dollars ($500,000) shall
be adjusted to reflect the percentage increase in the Consumer Price Index from the Consumer Price Index that is in effect on
the Commencement Date; provided, however, so long as the Initial Tenant Requirement is satisfied, Tenant shall not be obligated
to provide such performance bond and payment bond as set forth in this Section 7.5(A)(2).


 


(3)
If Tenant is obligated to deliver a performance bond and a payment bond to Landlord as provided in Section 7.5(A)(2) hereof, then
Tenant shall have the right to deposit with Landlord an amount in cash equal to the amount of such bonds that is otherwise required
by Section 7.5(A)(2) hereof (such amount in cash being referred to herein as the “Work Deposit”). If Tenant
deposits the Work Deposit with Landlord, then (i) Tenant shall not have the obligation to deliver to Landlord the performance
bond and the payment bond as provided in Section 7.5(A)(2) hereof for the applicable Alteration, and (ii) Landlord shall disburse
the Work Deposit (or the applicable portion thereof) to Tenant or Tenant’s designee from time to time, within ten (10) days
after Tenant’s request therefor (but in no event more frequently than once during any particular calendar month), provided
that Tenant delivers to Landlord, simultaneously with each such disbursement, waivers of lien from all contractors, subcontractors,
materialmen, architects, engineers and other Persons who may file a lien against the Real Property for material theretofore supplied,
or labor or services theretofore performed, in connection with the applicable Alterations. If any mechanic’s lien is filed
against the Real Property for work claimed to have been done for, or for materials claimed to have been furnished to, Tenant (or
any Person claiming by, through or under Tenant), then Landlord shall have the right (but not the obligation) to use the Work
Deposit to discharge such mechanic’s lien. Nothing contained in this Section 7.5(A)(3) diminishes Tenant’s obligations
under Section 7.5(A)(4) hereof. Landlord shall pay to Tenant any remaining balance of the Work Deposit for a particular Alteration
within ten (10) days after the date that (x) Tenant has Substantially Completed the applicable Alteration, and (y) Tenant has
delivered to Landlord waivers of lien from all contractors, subcontractors, materialmen, architects, engineers and other Persons
who may file a lien against the Real Property in connection with such Alterations. Notwithstanding the foregoing to the contrary,
so long as the Initial Tenant Requirement is satisfied, Tenant shall not be obligated to provide such Work Deposit as set forth
in this Section 7.5(A)(3).


 




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(4)
Tenant shall discharge of record any mechanic’s lien that is filed against the Real Property for work claimed to have been
done for, or for materials claimed to have been furnished to, Tenant (or any Person claiming by, through or under Tenant) within
twenty (20) days after Tenant has received notice thereof, at Tenant’s expense, by payment or filing the bond required by
law. Nothing contained in this Section 7.5(A)(4) (x) limits Tenant’s right to challenge the claim that is made by the Person
that files a mechanic’s lien, provided that Tenant discharges such lien of record as aforesaid, or (y) obligates Tenant
to discharge of record any mechanic’s lien that derives from Landlord’s acts or omissions. If (i) any mechanic’s
lien is filed against the Real Property for work claimed to have been done for, or for materials claimed to have been furnished
to, Tenant (or any Person claiming by, through or under Tenant) (but not including any work performed by Landlord, including,
without limitation, Landlord’s Work), and (ii) Tenant does not discharge such lien within twenty (20) days after Tenant
has received notice thereof, at Tenant’s expense, by payment or filing the bond required by law, then Landlord shall have
the right to use the FF&E Allowance (or the portion thereof that Landlord has not theretofore disbursed to or on behalf of
Tenant as provided in Section 7.11 hereof, as the case may be) to so discharge such lien (it being understood that (x) if Landlord
so uses the FF&E Allowance (or such undisbursed portion thereof) to discharge such lien in full, then Tenant’s failure
to discharge such lien initially shall not continue to constitute a default by Tenant hereunder, and (y) Landlord’s aforesaid
right to use the FF&E Allowance (or such undisbursed portion thereof) to discharge such lien shall be in addition to the rights
and remedies that are available to Landlord at law, in equity or as otherwise set forth herein by reason of an Event of Default
that derives from Tenant’s failure to so discharge such lien).


 


(B)
Subject to the terms of this Section 7.5(B), within forty-five (45) days after the Substantial Completion of any Alterations (other
than Decorative Alterations), Tenant shall deliver to Landlord: (i) waivers of lien from all contractors, subcontractors, materialmen,
architects, engineers and other Persons who may file a lien against the Real Property in connection with such Alterations, and
(ii) a certificate from a licensed architect that Tenant engages in accordance with the terms of this Article 7 certifying that,
in his or her opinion, the Alterations have been Substantially Completed in substantial accordance with the final detailed plans
and specifications for such Alterations as approved by Landlord (to the extent Landlord’s approval was required under this
Article 7). Tenant shall not be required to deliver to Landlord any waiver of lien if Tenant is disputing in good faith the payment
which would otherwise entitle Tenant to such waiver, provided that (x) Tenant keeps Landlord advised in a timely fashion of the
status of such dispute and the basis therefor, and (y) Tenant delivers to Landlord the waiver of lien promptly after the date
that the dispute is settled. Nothing contained in this Section 7.5(B), however, shall relieve Tenant from complying with the provisions
of Section 7.5(A)(4) hereof.


 




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7.6.
Effect on Building.


 


If
(i) as a result of any Alterations, any alterations, installations, improvements, additions or other physical changes are required
to be performed in or made to any portion of the Building other than the Premises in order to comply with any Requirements (any
such alterations, installations, improvements, additions or changes being referred to herein as a “Building Change”),
and (ii) such Building Change would not otherwise have had to be performed or made pursuant to applicable Requirements at such
time, then (x) Landlord may perform such Building Change, and (y) Tenant shall pay to Landlord the reasonable Out-of-Pocket Costs
thereof, as additional rent, within thirty (30) days after Landlord gives to Tenant an invoice therefor together with reasonable
supporting documentation for the charges set forth therein. Landlord shall seek to accomplish any such Building Change in a manner
that minimizes the cost thereof to the extent reasonably practicable. Landlord shall give Tenant reasonable advance notice of
Landlord’s performance of the Building Change, and shall consult reasonably from time to time with Tenant in connection
therewith (with the understanding that such consultations shall include, without limitation, Landlord’s providing Tenant
with the information that Landlord has in its possession regarding the expected cost of such Building Change). Tenant shall not
be required to pay for the cost of performing a Building Change as contemplated by this Section 7.6 if (a) Tenant submits to Landlord
for Landlord’s approval the plans and specifications for the applicable Alteration, (b) the representative of Landlord who
has principal responsibility for approving the applicable Alteration has personal knowledge that the applicable Alteration requires
such Building Change, and (c) Landlord does not advise Tenant of such Building Change concurrently with Landlord’s approval
of the applicable Alteration.


 


7.7.
Time for Performance of Alterations.


 


If
the performance of any Alteration by or on behalf of Tenant, or any other Person claiming by, through or under Tenant, during
Building Hours interferes with or interrupts the maintenance, repair, management or operation of the Building in any material
respect or interferes with or interrupts the use and occupancy of the Building by other tenants in the Building in any material
respect, then Landlord shall have the right to require Tenant to perform such Alteration at other times that Landlord reasonably
designates from time to time.


 




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7.8.
Removal of Alterations and Tenant’s Property.


 


(A)
On or prior to the Expiration Date, Tenant, at Tenant’s expense, shall remove Tenant’s Property from the Premises,
and, subject to Section 7.11 hereof, at Tenant’s option, Tenant also may remove, at Tenant’s expense, all Alterations
made by or on behalf of Tenant or any other Person claiming by, through or under Tenant; provided, however, in any case, that
Tenant shall repair and restore in a good and workmanlike manner to good condition any damage to the Premises or the Building
caused by such removal. Subject to the terms of Section 7.8(C) hereof, Landlord, upon notice to Tenant given at least one hundred
fifty (150) days prior to the Expiration Date, or the last day of the Renewal Term, as the case may be, may require Tenant to
remove any Specialty Alterations from the Premises, and to repair and restore in a good and workmanlike manner to good condition
any damage to the Premises or the Building caused by such removal; provided, however, that Landlord shall not have the right to
require Tenant to remove any Qualified Alterations. If (x) the Expiration Date is not the Fixed Expiration Date, or the last day
of the Renewal Term, as the case may be, and (y) Landlord gives a notice to Tenant on or prior to the thirtieth (30th) day after
the Expiration Date to the effect that Landlord does not wish to retain a particular Specialty Alteration, then Tenant shall pay
to Landlord the reasonable Out-of-Pocket Costs that are incurred by Landlord in so removing such Specialty Alterations, and in
so repairing and restoring any such damage to the Building or the Premises, within thirty (30) days after Landlord submits to
Tenant an invoice therefor together with reasonable supporting documentation for the charges set forth therein; provided, however,
that Landlord shall not have the right to give any such notice to Tenant in respect of Qualified Alterations. Any Alterations
that remain in the Premises after the Expiration Date, or the last day of the Renewal Term, as the case may be, shall be deemed
to be the property of Landlord (with the understanding, however, that Tenant shall remain liable to Landlord for any default of
Tenant in respect of Tenant’s obligations under this Section 7.8(A)).


 


(B)
Prior to Tenant’s performance of a Specialty Alteration, Tenant shall have the right to request (simultaneously with Tenant’s
submission to Landlord of plans and specifications for such Specialty Alteration) that Landlord advise Tenant if Tenant shall
be required to remove (or pay the cost to remove) such Specialty Alteration upon the Expiration Date or earlier termination of
the Term, provided, however, that such request (a “Specialty Alteration Approval Request”) shall state in LARGE,
BOLD, CAPITAL LETTERS as follows: “LANDLORD TO ADVISE TENANT IF TENANT SHALL BE OBLIGATED TO REMOVE THE SPECIALTY ALTERATION(S)
DESCRIBED HEREIN AT THE EXPIRATION OR EARLIER TERMINATION OF THE TERM. LANDLORD’S FAILURE TO RESPOND TO THIS SPECIALTY ALTERATION
APPROVAL REQUEST SHALL BE DEEMED TO INDICATE THAT LANDLORD SHALL NOT REQUIRE REMOVAL OF THE APPLICABLE SPECIALTY ALTERATION(S)
DESCRIBED HEREIN”. Landlord shall have the right to require removal of the applicable Specialty Alteration upon the
expiration or earlier termination of the Term in Landlord’s sole discretion. If (i) Tenant gives a Specialty Alteration
Approval Request in accordance with the terms hereof and (ii) Landlord advises Tenant that removal shall not be required, or fails
to respond to such request, then Landlord shall not have the right to require Tenant to remove (or pay the cost to remove) such
Specialty Alteration upon the expiration or earlier termination of the Term (any such Specialty Alteration which Tenant shall
not be required to remove (any such Specialty Alteration which Tenant shall not be required to remove (or to pay the cost of removal)
as aforesaid being referred to herein as a “Qualified Alteration”).


 




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(C)
Notwithstanding the terms of Section 7.8(A) to the contrary, if Tenant shall give a notice to Landlord on or prior to the one
hundred twentieth (120th) day prior to the Expiration Date (or the last day of the Renewal Term, as the case may be) requesting
that Landlord remove a particular Specialty Alteration, then Tenant shall not be obligated to remove such Specialty Alteration
and Landlord shall remove such Specialty Alteration on Tenant’s behalf, subject to the terms of this Section 7.8(C). Tenant
shall pay to Landlord, as additional rent, the costs and expenses that are incurred by Landlord in so removing such Specialty
Alteration and in so repairing and restoring any damage to the Building or the Premises in connection therewith (collectively
referred to herein as the “Removal Costs”), and Tenant’s obligation to make pay the Removal Costs as
set forth in this Section 7.8(C) shall survive the Expiration Date. Landlord shall have the right to give to Tenant a notice which
sets forth Landlord’s reasonable estimate of the Removal Costs, together with reasonable supporting documentation for the
charges set forth therein, prior to Landlord’s performance of such removal and restoration work (such notice, the “Initial
Removal Cost Notice”), and Tenant shall pay the amount set forth therein within thirty (30) days after Landlord gives
such Initial Removal Cost Notice to Landlord. If the Removal Costs actually incurred by Landlord increase or decrease during Landlord’s
performance of such removal and restoration work, then Landlord shall, following the Substantial Completion of such removal and
restoration work, give to Tenant a revised invoice which shows the actual Removal Costs (the “Final Removal Cost Notice”),
together with reasonable supporting documentation for the amount set forth therein. If the Removal Costs as set forth in the Final
Cost Notice exceeds the Removal Costs as set forth in the Initial Removal Cost Notice, then Tenant shall pay such difference to
Landlord within twenty (20) days after Landlord gives the Final Removal Cost Notice to Tenant. If the Removal Costs as set forth
in the Final Removal Cost Notice are less than the Removal Costs as set forth in the Initial Removal Cost Notice, then Landlord
shall pay such difference, net of any amount owed by Tenant to Landlord under this Lease, within thirty (30) days after Landlord
gives the Final Removal Cost Notice to Tenant. Landlord and Landlord’s designees may enter the Premises at any time within
the last thirty (30) days of the Term (or such earlier date to the extent more time is reasonably required to perform such removal
and restoration work) in connection with removal of a Specialty Alteration and shall have the right to bring into the Premises,
and store in the Premises in a reasonable manner, the materials and tools that Landlord or its designees reasonably require to
remove such Specialty Alteration. Tenant shall vacate and remove all of Tenant’s Property from any portion of the Premises
reasonably required by Landlord in connection with Landlord’s removal of such Specialty Alteration. Landlord, at Tenant’s
request, shall remove such Specialty Alteration, to the extent reasonably practicable, using contractors or labor at overtime
or premium pay rates, at Tenant’s sole cost and expense. Landlord shall have no liability to Tenant for any loss sustained
by Tenant by reason of Landlord’s entry upon the Premises in connection with the removal of a Specialty Alteration.


 


7.9.
Contractors and Supervision.


 


(A)
All Alterations that require Landlord’s consent shall be performed only under the supervision of a licensed architect that
Landlord approves, which approval Landlord shall not unreasonably withhold, condition or delay. Landlord shall be deemed to have
approved any such architect if Landlord fails to respond to Tenant’s request for approval thereof within five (5) Business
Days after the date that Tenant gives such request to Landlord. Landlord hereby approves A+I as Tenant’s architect for Landlord’s
Premises Work.


 




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(B)
Subject to the provisions of this Section 7.9(B), Tenant shall perform all Alterations (other than Decorative Alterations) using,
at Tenant’s option, either (i) contractors, subcontractors, engineers and mechanics that in each case Landlord designates
from time to time, or (ii) contractors, subcontractors, engineers or mechanics that in each case Tenant designates and that Landlord
approves, which approval Landlord shall not unreasonably withhold, condition or delay. Landlord shall be deemed to have approved
any such contractors, subcontractors or mechanics that in each case Tenant designates if Landlord fails to respond to Tenant’s
request for approval thereof within five (5) Business Days after the date that Tenant gives such request to Landlord, provided
that such request for Landlord’s approval states in bold, capital letters as follows: “LANDLORD SHALL BE DEEMED
TO APPROVE THIS REQUEST IF LANDLORD FAILS TO RESPOND TO THIS NOTICE IN FIVE (5) BUSINESS DAYS”. If an Alteration affects
a Building System, then (i) Tenant shall engage to perform such Alteration (or the applicable portion thereof that affects such
Building System) a contractor and subcontractors that in each case Landlord designates from time to time and charge commercially
reasonable prices, and (ii) Tenant shall engage an engineer that Landlord designates and that charges fees that are commercially
reasonable to design such Alteration (or the applicable portion thereof that affects such Building System). Landlord shall give
Tenant a notice containing a list of such contractors, such subcontractors, such engineers and such mechanics that Landlord designates
promptly after Tenant’s request therefor from time to time (it being understood that Landlord shall include in such list
the names of at least three (3) subcontractors for each trade and at least three (3) general contractors). Such list of designated
contractors, subcontractors and engineers as of the date hereof is attached hereto as Exhibit “7.9” and made a part
hereof.


 


(C)
Tenant shall have the right to request that Landlord perform supervisory project management services for any Alterations that
Tenant performs during the Term in accordance with the terms of this Article 7. If Tenant makes any such request, then Landlord
and Tenant shall seek in good faith to determine the terms of Tenant’s engagement of Landlord to perform such services (it
being understood that such terms shall include, without limitation, the payment of a fee by Tenant to Landlord for such supervisory
services on market terms).


 


(D)
Tenant shall pay to Landlord, from time to time, as additional rent, the reasonable Out-of-Pocket Costs incurred by Landlord in
connection with an Alteration (other than Decorative Alterations) (including, without limitation, the reasonable Out-of-Pocket
Costs that Landlord incurs in reviewing the plans and specifications for such Alterations, and inspecting the progress of such
Alterations), within thirty (30) days after Landlord gives Tenant an invoice therefor together with reasonable supporting documentation
for the charges set forth therein.


 


7.10.
Window Coverings.


 


Tenant
shall install on the windows of the Premises only the curtains, blinds, shades or screens that Landlord approves, which approval
Landlord shall not unreasonably withhold, condition or delay (it being understood that Landlord, in considering whether to grant
such approval, shall have the right to take into account the impact of Tenant’s proposed installation on the exterior appearance
of the Building).


 




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7.11.
Furniture, Fixtures and Equipment Allowance.


 


Subject
to the terms of this Section 7.11, Landlord shall pay to or on behalf of Tenant an amount not to exceed One Million Six Hundred
Fifty-One Thousand Two Hundred Sixty Dollars and No Cents ($1,651,260.00) (the “FF&E Allowance”) for (i)
any of Out-of-Pocket Costs incurred by Tenant for furniture, fixtures, equipment and interior design fees in connection with Tenant’s
initial occupancy of the Premises (collectively, the “FF&E Expenses”) and/or (ii) Tenant’s Work Cost.
Tenant shall be entitled to request a disbursement of the FF&E Allowance by giving a notice thereof to Landlord, together
with reasonable supporting documentation for the amounts set forth therein (including, without limitation, paid invoices), not
later than the one hundred eightieth (180th) after the Commencement Date. Landlord shall pay to Tenant or directly to the parties
so identified by Tenant in such request for disbursement (or, in the case of a request to apply the FF&E Allowance to Tenant’s
Work Cost, to Landlord) such amount(s) that timely submitted to Landlord and otherwise in accordance with the terms of this Section
7.11, within thirty (30) days after Tenant’s request therefor. Tenant shall not be permitted to request or entitled to a
disbursement of the FF&E Allowance (including, without limitation, a disbursement of the FF&E Allowance to Landlord for
Tenant’s Work Cost) if the Initial Tenant Requirement is not satisfied or a monetary or material non-monetary Event of Default
has occurred and is then continuing on the date of Tenant’s request or the date of such disbursement (but upon the cure
of such Event of Default, Tenant shall be entitled to the full amount of any disbursement so withheld by Landlord). For purposes
of determining the remaining amount of the FF&E Allowance, any portion of the FF&E Allowance that is not then disbursed
but has been requested by Tenant pursuant to an outstanding disbursement request shall be deemed disbursed. Tenant shall not be
permitted to apply the FF&E Allowance, or any remaining portion thereof, to the Rental due hereunder. Landlord makes no representation
or warranty that the FF&E Allowance is sufficient to pay the cost of the FF&E Expenses and Tenant’s Work Cost and
Tenant shall pay the amount of any excess of the cost of the FF&E Expenses and Tenant’s Work Cost in excess of the FF&E
Allowance.


 


7.12.
Air-Cooled HVAC Installations.


 


Tenant
shall not have the right to install a supplementary HVAC system for the Premises that requires vents or louvers to be installed
on the exterior of the Building.


 


Article
8

REPAIRS


 


8.1.
Landlord’s Repairs.


 


Subject
to the terms of this Article 8 and to Article 15 hereof and Article 16 hereof, Landlord shall maintain and make all necessary
repairs to and replacements of (i) the Building Systems that service the Premises, (ii) the structural portions of the Building,
(iii) the roof of the Building, (iv) the sidewalks that are adjacent to the Building, (v) the exterior walls of the Premises,
(vi) the windows of the Premises, (vii) the public portions (including common areas) of the Building, and (viii) the Premises
(to the extent that the necessity for such repair derives from a Work Access) in each case in conformity with the standards that
are customary for first-class office buildings in the vicinity of the Building. Nothing contained in this Section 8.1 requires
Landlord to maintain or repair the systems within the Premises that solely distribute within the Premises electricity, HVAC or
water, except as otherwise expressly required by Section 8.3 of this Lease.


 




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8.2.
Tenant’s Repairs.


 


(A)
Subject to the terms of this Article 8 and to Article 15 hereof and Article 16 hereof, Tenant, at Tenant’s expense, shall
take good care of the interior, non-structural portions of the Premises (including, without limitation, (i) the fixtures and equipment
that are installed in the Premises on the Commencement Date, (ii) the Alterations, and (iii) the systems exclusively serving and
located within the Premises that distribute within the Premises electricity, HVAC or water), all subject to Landlord’s repair
of Latent Defects subject to and in accordance with Section 6.2(G) hereof. Tenant shall make all repairs to the Premises required
hereunder as and when needed to preserve the Premises in good condition, except for reasonable wear and tear, obsolescence and
damage for which Tenant is not responsible pursuant to the provisions of Article 15 hereof. Nothing contained in this Section
8.2(A) shall require Tenant to perform any repairs to the Premises that are Landlord’s obligation to perform under Section
8.1 hereof or expressly stated elsewhere in this Lease. All repairs made by Tenant as contemplated by this Section 8.2(A) shall
be in conformity with the standards that are customary for first-class office buildings in the vicinity of the Building. Tenant
shall perform such repairs in accordance with the terms of Article 7 hereof, including, without limitation, Sections 7.4 and 7.9
hereof.


 


(B)
Subject to the terms of this Section 8.2(B), if (a) Landlord gives Tenant a notice that Tenant has failed to perform a repair
that this Section 8.2 obligates Tenant to perform, and (b) Tenant fails to proceed with reasonable diligence to make such repair
within twenty (20) days after the date that Landlord gives such notice to Tenant (or such shorter period that Landlord designates
in such notice to the extent reasonably required under the circumstances to alleviate an imminent threat to persons or property),
then (i) Landlord may make such repair, and (ii) Tenant shall pay to Landlord, as additional rent, the reasonable Out-of-Pocket
Costs thereof, with interest thereon at the Applicable Rate calculated from the date that Landlord incurs such expenses, within
thirty (30) days after Landlord gives Tenant an invoice therefor together with reasonable supporting documentation for the charges
set forth therein. If (x) a particular repair that this Section 8.2 obligates Tenant to perform cannot be performed with reasonable
diligence during the aforesaid period of twenty (20) days (or during such shorter period that Landlord designates, as the case
may be), and (y) Tenant commences such repair during such period of twenty (20) days (or such shorter period that Landlord designates),
then Landlord shall not have the right to perform such repair on Tenant’s behalf as otherwise described in this Section
8.2(B) unless Tenant fails to pursue such repair with reasonable continuity and diligence. Nothing contained in this Section 8.2(B)
limits the remedies that are available to Landlord after the occurrence of an Event of Default.


 


8.3.
Certain Limitations.


 


(A)
Tenant, at Tenant’s expense, shall repair in accordance with the terms set forth in Section 8.2 hereof all damage to the
Premises, or to any other part of the Building or the Building Systems, in each case to the extent resulting from the negligence
or willful misconduct of, or Alterations made by, Tenant or any other Person claiming by, through or under Tenant; provided, however,
that Landlord shall have the right to perform any such repair to the extent that such repair affects the structure of the Building
or such repair affects any Building System, in which case Tenant shall pay to Landlord an amount equal to the Out-of-Pocket Costs
that Landlord reasonably incurs in performing such repair, on or prior to the thirtieth (30th) day after the date that Landlord
gives to Tenant an invoice therefor together with reasonable supporting documentation for the charges set forth therein. Nothing
contained in this Section 8.3(A) limits the provisions of Section 14.3 hereof.


 




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(B)
Landlord, at Landlord’s expense, shall repair promptly all damage to the Premises (including Alterations) that results from
Landlord’s negligence or willful misconduct. Nothing contained in this Section 8.3(B) limits the provisions of Section 14.3
hereof.


 


8.4.
Overtime.


 


Subject
to the provisions of this Section 8.4, Landlord shall have no obligation to employ contractors or labor at overtime or premium
pay rates in connection with Landlord’s making repairs as contemplated by this Article 8. If Landlord’s repair (or
the condition that Landlord is required to repair) (i) denies Tenant from having reasonable access to the Premises, (ii) threatens
the health or safety of any occupant of the Premises, or (iii) materially interferes with Tenant’s ability to conduct its
business in the Premises during Tenant’s ordinary business hours, then Landlord shall employ contractors or labor at overtime
or premium pay rates to the extent reasonably necessary. Landlord, at Tenant’s request, shall also perform any other repair
that this Article 8 requires Landlord to perform, to the extent reasonably practicable, using contractors or labor at overtime
or premium pay rates, in which case Tenant shall pay to Landlord, as additional rent, an amount equal to the excess of (x) the
Out-of-Pocket Costs that Landlord incurs in performing such repair (using contractors or labor at overtime or premium pay rates),
over (y) the Out-of-Pocket Costs that Landlord would have incurred in performing such repair without using contractors at overtime
or premium pay rates, within thirty (30) days after the date that Landlord gives to Tenant an invoice therefor together with reasonable
supporting documentation for the charges set forth therein (it being understood that if more than one tenant requests that Landlord
perform any such repair using contractors or labor at overtime or premium pay rates, then Landlord shall allocate such costs among
such tenants equitably).


 


Article
9

ACCESS; LANDLORD’S CHANGES


 


9.1.
Access.


 


(A)
Subject to the terms of this Lease, Tenant, during the Term, shall have access to the Premises at all times, twenty-four (24)
hours per day, every day of the year.


 




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(B)
Subject to the terms of this Section 9.1(B), Landlord and Landlord’s designees may enter the Premises and the Terrace Area
at reasonable times upon reasonable prior notice to Tenant (which notice may be given by e-mail to the person employed by Tenant
with whom Landlord’s representative ordinarily discusses matters relating to the Premises) with a representative of Tenant
present (if one is made available) to (i) examine the Premises, (ii) show the Premises to prospective tenants during the last
twelve (12) months of the Term, (iii) show the Premises to prospective purchasers or master lessees of Landlord’s interest
in the Real Property, (iv) show the Premises to Mortgagees or Lessors (or prospective Mortgagees or Lessors), (v) gain access
to Reserved Areas, or (vi) make repairs, alterations, improvements, additions or restorations that (I) Landlord is required to
make pursuant to the terms of this Lease (including, without limitation, Landlord’s Work), or (II) are reasonably necessary
in connection with the maintenance, repair, or operation of the Real Property (Landlord’s entry upon the Premises to perform
such repairs, alterations, improvements, additions or restorations being referred to herein as a “Work Access”).
Landlord shall not be required to give Tenant advance notice of the entry by Landlord or Landlord’s designees into the Premises
as contemplated by this Section 9.1(B) to the extent necessary by reason of the occurrence of an emergency (with the understanding,
however, that Landlord shall give Tenant notice of such emergency access as promptly as reasonably practicable thereafter). Landlord,
in connection with a Work Access, shall have the right to bring into the Premises, and store in a confined area of the Premises
in a reasonable manner for the duration of the Work Access, the materials and tools that Landlord reasonably requires to perform
the applicable repair, alteration, improvement, addition or restoration. Landlord shall have no liability to Tenant for any loss
sustained by Tenant by reason of Landlord’s entry upon the Premises; provided, however, that (w) nothing contained in this
Section 9.1(B) diminishes Landlord’s obligation to repair the Premises (to the extent that the necessity for such repair
derives from a Work Access) as provided in Section 8.1 hereof, (x) subject to Section 14.3 hereof, Landlord shall remain liable
to Tenant for personal injury or property damage that derives from Landlord’s negligence or willful misconduct (or that
of its employees, agents or contractors that are acting within the scope of their employment) in connection with any such entry
upon the Premises, (y) nothing contained in this Section 9.1(B) limits Tenant’s rights to an abatement of Rental after a
fire or other casualty as provided herein, and (z) nothing contained in this Section 9.1(B) limits Tenant’s rights to an
abatement of Rental as provided in Section 10.3 hereof.


 


9.2.
Landlord’s Obligation to Minimize Interference.


 


(A)
Subject to Section 9.2(B) hereof, Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s
use of the Premises in connection with Landlord’s accessing the Premises as contemplated by Section 9.1 hereof.


 


(B)
Subject to the provisions of this Section 9.2(B), Landlord shall have no obligation to employ contractors or labor at overtime
or premium pay rates in connection with a Work Access as contemplated by this Article 9. If a Work Access (i) denies Tenant from
having reasonable access to the Premises, (ii) threatens the health or safety of any occupant of the Premises, or (iii) materially
interferes with Tenant’s ability to conduct its business in the Premises during Tenant’s ordinary business hours,
then Landlord shall employ contractors or labor at overtime or premium pay rates to the extent reasonably necessary. Landlord,
at Tenant’s request, shall also conduct a Work Access, to the extent reasonably practicable, using contractors or labor
at overtime or premium pay rates, in which case Tenant shall pay to Landlord, as additional rent, an amount equal to the excess
of (x) the Out-of-Pocket Costs that Landlord incurs in conducting such Work Access (using contractors or labor at overtime or
premium pay rates), over (y) the Out-of-Pocket Costs that Landlord would have incurred in conducting such Work Access without
using contractors at overtime or premium pay rates, within thirty (30) days after the date that Landlord gives to Tenant an invoice
therefor together with reasonable supporting documentation for the charges set forth therein (it being understood that if more
than one tenant requests that Landlord conduct such Work Access using contractors or labor at overtime or premium pay rates, then
Landlord shall allocate such costs among such tenants equitably).


 




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9.3.
Reserved Areas.


 


The
Premises shall not include (i) the demising walls of the Premises (except for the interior face thereof), (ii) the walls of the
Premises that constitute the curtain wall for the Building (except for the interior face thereof), (iii) balconies, terraces and
roofs that are adjacent to the Premises (except with respect to the Terrace Area as described in Section 3.5 hereof), and (iv)
space that is used for Building Systems or other purposes associated with the operation, repair, management or maintenance of
the Real Property, including, without limitation, shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms, mechanical
rooms, plumbing facilities, and service closets (except to the extent expressly provided herein) (the areas described in clauses
(iii) and (iv) above being collectively referred to herein as the “Reserved Areas”).


 


9.4.
Ducts, Pipes and Conduits.


 


Landlord
shall have the right to install, use and maintain ducts, cabling, pipes and conduits in and through the Premises as Landlord deems
reasonably necessary, provided that (a) such ducts, cabling, pipes and conduits are concealed within or above partitioning columns,
walls or ceilings, except that if such ducts, cabling, pipes or conduits are installed in areas that are utility areas (such as
storage areas, mailrooms or mud rooms), then such ducts, cabling, pipes or conduits may also be installed on partitioning walls,
columns or ceilings, (b) such ducts, cabling, pipes and conduits do not reduce the Usable Area of the Premises by more than a
de minimis amount, and (c) Landlord installs such ducts, cabling, pipes and conduits in a manner that minimizes, to the extent
reasonably practicable, any adverse effect on an Alteration theretofore performed in the Premises or on the layout or the use
or occupancy of the Premises. If Landlord requires access to the Premises to make the installations as contemplated by this Section
9.4, then Landlord shall perform such installations in accordance with the terms hereof that govern a Work Access.


 


9.5.
Keys.


 


Tenant
shall provide Landlord, from time to time, with the keys to the Premises (or with the appropriate means to access the Premises
using Tenant’s electronic security systems).


 


9.6.
Landlord’s Changes.


 


(A)
Subject to Section 9.6(B) hereof, Tenant shall have the right to use, in common with the other occupants of the Building, the
portions of the Building that Landlord dedicates from time to time as common area for the general use of the occupants of the
Building.


 




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(B)
Landlord, from time to time, shall have the right to change the arrangement or location of the public portions of the Building,
including, without limitation, lobbies, entrances, passageways, doors, corridors, stairs and toilets that in each case are not
located in the Premises, provided any such change does not (a) unreasonably reduce or unreasonably interfere with Tenant’s
access to the Building or the Premises, (b) reduce or affect the floor area or layout of the Premises (except to a de minimis
extent), or (c) reduce beyond a minimis extent the level or quality of services that are available to Tenant on the Commencement
Date.


 


(C)
Landlord, from time to time, shall have the right to change, or reduce the number of, the passenger or freight elevators serving
the Premises, provided that such change or reduction does not reduce to a material extent the passenger or freight elevator service
standards that the passenger and freight elevators meet on the date hereof.


 


(D)
Landlord, from time to time, shall have the right to change the name, number or designation by which the Building is commonly
known.


 


(E)


 


(1)
Landlord shall have the right, from time to time, to close, obstruct or darken the windows of the Premises temporarily to the
extent required to comply with a Requirement or to perform repairs, maintenance, alterations, or improvements to the Building.
Landlord shall have the right to close, obstruct or darken the windows of the Premises permanently to the extent required to comply
with a Requirement that does not become applicable to the Building by virtue of Landlord’s performance of elective construction
in the Building or Landlord’s failure to comply with any Requirement in which Landlord is required to comply hereunder.


 


(2)
If, at any time, the windows of the Premises are closed, obstructed or darkened temporarily, as aforesaid, then Landlord shall
perform (or cause to be performed) such repairs, maintenance, alterations or improvements, or shall comply with the applicable
Requirement (or cause such Requirement to be complied with), in each case with reasonable diligence, and otherwise take such action
as may be reasonably necessary to minimize the period during which such windows are temporarily closed, obstructed or darkened
(it being understood, however, that subject to Section 8.4 hereof, Landlord shall not be required to perform such repairs, maintenance,
alterations or improvements using contractors or labor at overtime or premium pay rates).


 


Article
10 

UNAVOIDABLE DELAYS AND INTERRUPTION OF SERVICE


 


10.1.
Unavoidable Delays.


 


(A)
Subject to Section 10.3 hereof, Article 15 hereof and Article 16 hereof, this Lease and the obligation of Tenant to pay Rental
hereunder and to perform all of Tenant’s other covenants shall not be affected, impaired or excused, and Landlord shall
not have any liability to Tenant, to the extent that Landlord is unable to perform Landlord’s covenants under this Lease
by reason of any Unavoidable Delay; provided, however, that Landlord shall not have the right to claim under this Section 10.1(A)
that Landlord’s failure to have funds available to make a payment of money constitutes an excuse for Landlord’s performance
of an obligation of Landlord hereunder.


 




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(B)
Subject to Article 15 hereof and Article 16 hereof, this Lease and the obligation of Landlord to perform Landlord’s covenants
hereunder shall not be affected, impaired or excused, and Tenant shall not have any liability to Landlord, to the extent that
Tenant is unable to perform Tenant’s covenants and agreements under this Lease by reason of any Unavoidable Delay; provided,
however, that Tenant shall not have the right to claim under this Section 10.1(B) that Tenant’s failure to have funds available
to make a payment of money constitutes an excuse for Tenant’s performance of an obligation of Tenant hereunder.


 


(C)
The term “Unavoidable Delay” shall mean any cause beyond the applicable party’s reasonable control, including,
without limitation, strikes, labor troubles, shortages or unavailability of labor, fuel, steam, water, gas, electricity or materials,
epidemic, pandemic, governmental actions (including any directives (including any public health directives) or orders or other
Requirements issued or adopted by any Governmental Authority, whether temporary or permanent, including, including, without limitation,
in connection with any epidemic or pandemic), acts of terrorism or the occurrence of an act of God.


 


(D)
The term “Epidemic/Pandemic Unavoidable Delay” shall mean any Unavoidable Delay that derives from any epidemic,
pandemic, and/or governmental actions (including any directives (including public health directives) or orders or other Requirements
issued or adopted by any Governmental Authority, whether temporary or permanent) in connection with any epidemic or pandemic.


 


10.2.
Interruption of Services.


 


Subject
to Section 10.3 hereof, Landlord, from time to time, shall have the right to temporarily interrupt or curtail the level of service
provided by the Building Systems to the extent reasonably necessary to accommodate the performance of repairs, additions, alterations,
replacements or improvements that in Landlord’s reasonable judgment are desirable or necessary. Landlord shall give Tenant
reasonable advance notice of any such interruption or curtailment (to the extent that Landlord does not need to arrange for such
interruption or curtailment to manage an emergency) and schedule any such interruption or curtailment at times that minimizes,
to the extent reasonably practicable, the effect of such interruption or curtailment on Tenant’s ability to conduct its
business in the Premises during Tenant’s ordinary business hours. If such interruption or curtailment of the level of service
provided by the Building Systems (i) denies Tenant from having reasonable access to the Premises, (ii) threatens the health or
safety of any occupant of the Premises, or (iii) materially interferes with Tenant’s ability to conduct its business in
the Premises during Tenant’s ordinary business hours, then Landlord shall employ contractors or labor at overtime or premium
pay rates to the extent reasonably necessary. Landlord, at Tenant’s request, shall also schedule any such interruption or
curtailment, to the extent reasonably practicable, using contractors or labor at overtime or premium pay rates, in which case
Tenant shall pay to Landlord, as additional rent, an amount equal to the excess of (x) the Out-of-Pocket Costs that Landlord incurs
in so scheduling such interruption or curtailment (using contractors or labor at overtime or premium pay rates), over (y) the
Out-of-Pocket Costs that Landlord would have incurred in scheduling such interruption or curtailment without using contractors
at overtime or premium pay rates, within thirty (30) days after the date that Landlord gives to Tenant an invoice therefor together
with reasonable supporting documentation for the charges set forth therein (it being understood that if more than one tenant requests
that Landlord conduct such Work Access using contractors or labor at overtime or premium pay rates, then Landlord shall allocate
such costs among such tenants equitably).


 




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10.3.
Rent Credit.


 


Subject
to the terms of this Section 10.3, if for any reason other than an Unavoidable Delay (I) (i) Landlord by reason of Landlord’s
negligence or willful misconduct or breach of its obligations under this Lease fails to perform Landlord’s covenants hereunder,
(ii) Landlord interrupts or curtails the level of service provided by Building Systems as contemplated by Section 10.2 hereof,
or (iii) Landlord performs repairs, alterations, improvements, additions or restorations in the Building, and (II) Tenant, by
reason of the event described in clause (I) above, is unable for at least seven (7) consecutive Business Days to gain access to
or operate Tenant’s business in the Premises (or a portion thereof) in substantially the same manner that Tenant conducted
its business prior to such event, then Tenant shall be entitled to a credit to apply against the Fixed Rent and the Escalation
Rent thereafter coming due hereunder in an amount equal to the product obtained by multiplying (A) the quotient obtained by dividing
(a) the sum of the Fixed Rent and the Escalation Rent for the Premises, by (b) three hundred sixty-five (365) (or three hundred
sixty-six (366) in a leap year), by (c) the number of square feet of Rentable Area in the Premises, by (B) the number of square
feet of Rentable Area of the portion of the Premises which is inaccessible or unusable, as aforesaid, by (C) the number of days
in the period commencing on (and including) the date immediately following the date that is seven (7) consecutive Business Days
after the event that is described in clause (I) above and ending on the date that such portion of the Premises becomes accessible
or usable. If (x) Tenant is entitled to a credit against Rental pursuant to this Section 10.3, and (y) the Expiration Date occurs
prior to the date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit on or prior
to the thirtieth (30th) day after the Expiration Date (and Landlord’s obligation to make such payment shall survive the
Expiration Date). This Section 10.3 shall not apply in respect of the occurrence of a fire or other casualty or in respect of
a condemnation. This Section 10.3 shall not limit the provisions of Section 5.2 hereof.


 


Article
11 

REQUIREMENTS


 


11.1.
Tenant’s Obligation to Comply with Requirements.


 


(A)
Subject to the terms of this Article 11, Tenant, at Tenant’s expense, shall comply with all Requirements applicable to the
Premises, including, without limitation, (i) Requirements that are applicable to the performance of Alterations, (ii) Requirements
that become applicable by reason of Alterations having been performed by Tenant, and (iii) Requirements that are applicable by
reason of the specific nature or type of business operated by Tenant (or any other Person claiming by, through or under Tenant)
in the Premises. Tenant shall not be required to make any Alteration or other changes to the structural components of the Building
or to the Building Systems in either case to comply with any Requirement unless (a) such Alteration or other change is required
by reason of Alterations having been performed by Tenant (or another Person claiming by, through or under Tenant), or (b) such
Alteration or other change is required by reason of the specific nature of the use of the Premises by Tenant (or such other Person)
(as opposed to the use of the Premises for the general, administrative and executive office purposes as permitted under Section
3.1 hereof), or (c) such Alteration or other change is required to install, modify or replace any fire suppression device or system
in the Premises (including, without limitation, sprinkler systems). Landlord shall deliver the Premises with a fire suppression
system in the Premises on the Commencement Date in compliance with all applicable Requirements in effect as of the date hereof.


 




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(B)
The term “Requirements” shall mean, collectively, (i) all present and future laws, rules, orders, ordinances,
regulations, statutes, requirements, codes and executive orders of all Governmental Authorities, and of any applicable fire rating
bureau, or other body exercising similar functions, and (ii) all requirements that the issuer of Landlord’s Property Policy
imposes (including, without limitation, any such requirements that such issuer requires as the basis for the premium that such
issuer charges Landlord for Landlord’s Property Policy), provided that such requirements that the issuer of Landlord’s
Property Policy imposes are reasonably consistent with the requirements imposed by reputable insurers of comparable properties
in The City of New York.


 


(C)
The term “Governmental Authority” shall mean the United States of America, the State of New York, The City
of New York, any political subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any
of the foregoing, or any quasi-governmental authority, now existing or hereafter created, having jurisdiction over the Real Property
or any portion thereof.


 


(D)
Subject to the terms of this Section 11.1(D), if (a) Landlord gives Tenant a notice that Tenant has failed to comply with a Requirement
as required by this Section 11.1, and (b) Tenant fails to proceed with reasonable diligence to comply with such Requirement within
twenty (20) days after the date that Landlord gives such notice to Tenant (or such shorter period that Landlord designates in
such notice to the extent reasonably required under the circumstances to alleviate an imminent threat to persons or property),
then (i) Landlord may perform the work and otherwise take steps that are required to comply with such Requirement, and (ii) Tenant
shall pay to Landlord, as additional rent, the reasonable Out-of-Pocket Costs thereof, with interest thereon at the Applicable
Rate calculated from the date that Landlord incurs such expenses, within thirty (30) days after Landlord gives Tenant an invoice
therefor together with reasonable supporting documentation for the charges set forth therein. If (x) Tenant’s compliance
with a particular Requirement as required by this Section 11.1 cannot be accomplished with reasonable diligence during the aforesaid
period of twenty (20) days (or during such shorter period that Landlord designates, as the case may be), and (y) Tenant commences
such compliance during such period of twenty (20) days (or such shorter period that Landlord designates), then Landlord shall
not have the right to perform the work and otherwise take steps that are required to comply with such Requirement on Tenant’s
behalf as otherwise described in this Section 11.1(D) unless Tenant fails to pursue such compliance with reasonable continuity
and diligence. Nothing contained in this Section 11.1(D) limits the remedies that are available to Landlord after the occurrence
of an Event of Default.


 




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11.2.
Landlord’s Obligation to Comply with Requirements.


 


Landlord
shall comply with all Requirements applicable to Landlord’s Work, the Premises, the Building and the Building Systems (including,
without limitation, Requirements in respect of which the violation thereof impedes Tenant’s performance of Alterations in
the Premises) other than the Requirements with respect to which Tenant is required to comply pursuant to Section 11.1 hereof,
subject, however, to Landlord’s right to contest in good faith the applicability or legality thereof (provided that Landlord’s
contesting such Requirements does not interfere in any material respect with Tenant’s use and occupancy of the Premises).


 


11.3.
Tenant’s Right to Contest Requirements.


 


Subject
to the provisions of this Section 11.3, Tenant, at Tenant’s expense, may contest by appropriate proceedings prosecuted diligently
and in good faith the legality or applicability of any Requirement affecting the Premises (any such proceedings instituted by
Tenant being referred to herein as a “Compliance Challenge”). Tenant shall not have the right to institute
a Compliance Challenge unless Tenant first gives Landlord notice thereof. Tenant shall not institute any Compliance Challenge
if, by reason of Tenant’s delaying its compliance with the applicable Requirement or by reason of the Compliance Challenge,
(a) Landlord (or any Landlord Indemnitee) may be imprisoned, (b) the Real Property or any part thereof may be condemned or vacated,
or (c) the certificate of occupancy for the Premises or the Building may be suspended. If Landlord or any Landlord Indemnitee
may be subject to any civil fines or penalties or other criminal penalties or if Landlord or any Landlord Indemnitee may be liable
to any third party in either case by reason of Tenant’s delaying its compliance with the applicable Requirement or by reason
of the Compliance Challenge, then Tenant shall furnish to Landlord, at Tenant’s option, either (x) a bond of a surety company
that is issued by, and in form and substance, reasonably satisfactory to Landlord, or (y) such other security that is reasonably
satisfactory to Landlord, and, in either case, in an amount equal to one hundred twenty percent (120%) of the sum of (A) the cost
of such compliance, (B) the criminal or civil penalties or fines that may accrue by reason of such non-compliance (as reasonably
estimated by Landlord), and (C) the amount of such liability to third parties (as reasonably estimated by Landlord). If Tenant
initiates any Compliance Challenge, then Tenant shall keep Landlord advised regularly as to the status of such proceedings. Landlord
shall have the right to use the aforesaid bond or other security to satisfy any such fines or penalties that are levied or assessed
against a Landlord Indemnitee. Landlord shall return to Tenant the aforesaid bond or other security (or the unapplied portion
thereof, as the case may be), promptly after Tenant completes the Compliance Challenge.


 




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11.4.
Certificate of Occupancy.


 


(A)
Subject to the terms of this Section 11.4(A), Landlord covenants that from and after the Commencement Date a temporary or permanent
certificate of occupancy covering the Premises (or such other certificate as may be required by Requirements from time to time
to lawfully occupy the Premises) shall be in full force and effect permitting the Premises to be used for the general purposes
that are permitted under Article 3 hereof. Nothing contained herein constitutes Landlord’s covenant, representation or warranty
that the Premises or the Terrace Area or any part thereof lawfully may be used or occupied for any particular purpose or in any
particular manner; provided, however, that Landlord shall not have the right to amend the certificate of occupancy for the Premises
(or such other certificate as may be required by Requirements from time to time to lawfully occupy the Premises) in a manner that
limits the uses that Tenant may perform in the Premises in accordance with Article 3 hereof or the Terrace Area in accordance
with Section 3.5 hereof. Landlord shall have no liability to Tenant under this Section 11.4(A) to the extent such certificate
of occupancy (or such other certificate) is not in full force and effect by reason of Tenant’s default hereunder or by reason
of Alterations.


 


(B)
Tenant shall use the Premises only in a manner that conforms with the certificate of occupancy that is in effect for the Premises.
Tenant shall not have the right to amend the certificate of occupancy for the Premises or the Building without Landlord’s
prior approval.


 


Article
12 

QUIET ENJOYMENT


 


12.1.
Quiet Enjoyment.


 


Landlord
covenants that Tenant may peaceably and quietly enjoy the Premises for the Term, subject, nevertheless, to the terms and conditions
of this Lease.


 


Article
13 

SUBORDINATION


 


13.1.
Subordination.


 


(A)
This Lease shall be subject and subordinate to the priority of each Superior Lease that hereafter exists (and does not exist as
of the date hereof) if the applicable Lessor executes and delivers to Tenant a Nondisturbance Agreement. This Lease shall be subject
and subordinate to the lien of each Mortgage that hereafter exists (and does not exist as of the date hereof) if the applicable
Mortgagee executes and delivers to Tenant a Nondisturbance Agreement. Simultaneously with Tenant’s execution and delivery
to Landlord of this Lease, Tenant, at Tenant’s expense, shall execute and deliver promptly a Nondisturbance Agreement that
the current Mortgagee proposes to use and that conforms to the terms of this Article 13. Provided that Tenant shall timely execute
and deliver to Landlord such Non-Disturbance Agreement, Landlord shall, simultaneously with Landlord’s execution and delivery
to Tenant of this Lease, deliver to Tenant such Nondisturbance Agreement executed by Landlord and the current Mortgagee. Landlord
hereby represents that (i) there are no existing Superior Leases as of the date hereof, (ii) the only existing Mortgage as of
the date hereof is that certain Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement,
dated as of November 8, 2012, from Landlord, as borrower, to German American Capital Corporation, UBS Real Estate Securities Inc.,
Goldman Sachs Mortgage Company and Bank of China.


 


(B)
The term “Lessor” shall mean a lessor under a Superior Lease.


 




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(C)
The term “Mortgage” shall mean any trust indenture or mortgage which now or hereafter encumbers Landlord’s
estate in the Premises.


 


(D)
The term “Mortgagee” shall mean any trustee, mortgagee or holder of a Mortgage.


 


(E)
The term “Nondisturbance Agreement” shall mean, subject to Section 13.2 hereof, an agreement, in recordable
form, between a Lessor or a Mortgagee, as the case may be, and Tenant, to the effect that (i) if there is a foreclosure of the
Mortgage, then the successor to Landlord by virtue of the foreclosure will not evict Tenant, disturb Tenant’s possession
under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder, and will recognize Tenant as the
direct tenant of such successor to Landlord on the same terms and conditions as are contained in this Lease, or (ii) if the Superior
Lease terminates, then the Lessor will not evict Tenant, disturb Tenant’s possession under the Lease, or terminate or disturb
Tenant’s leasehold estate or rights hereunder, and will recognize Tenant as the direct tenant of such Lessor on the same
terms and conditions as are contained in this Lease.


 


(F)
The term “Superior Lease” shall mean any lease pursuant to which Landlord now or hereafter obtains or retains
its interest in the Premises (to the extent that Landlord’s interest in the Premises is a leasehold estate).


 


13.2.
Terms of Nondisturbance Agreements.


 


Subject
to the terms of this Section 13.2, any Nondisturbance Agreement may provide that the Person that succeeds to Landlord by reason
of the foreclosure of a Mortgage or by reason of the termination of a Superior Lease, as the case may be (any such Person being
referred to herein as the “Successor”) shall not be:


 


(A)
liable for any act or omission of any prior landlord (including, without limitation, the then defaulting landlord), except to
the extent that (i) such act or omission continues after the date that the Successor succeeds to Landlord’s interest in
the Real Property, and (ii) such act or omission of such prior landlord is of a nature that the Successor can cure by performing
a service or making a repair,


 


(B)
subject to any defenses or offsets that Tenant has against any prior landlord (including, without limitation, the then defaulting
landlord), except that the Successor shall be subject to any offsets that are expressly permitted under this Lease,


 


(C)
bound by any payment of Rental that Tenant has made to any prior landlord (including, without limitation, the then defaulting
landlord) more than thirty (30) days in advance of the date that such payment is due (other than the Rental that Tenant pays in
advance pursuant to Article 2 hereof) (except to the extent that the Successor actually receives payment thereof),


 


(D)
bound by any obligation to make any payment to or on behalf of Tenant to the extent that such obligation accrues prior to the
date that the Successor succeeds to Landlord’s interest in the Real Property,


 




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(E)
bound by any obligation to perform any work or to make improvements to the Premises, except for:


 


(1)
repairs and maintenance that Landlord is required to perform pursuant to the provisions of this Lease,


 


(2)
repairs to the Premises that become necessary by reason of a fire or other casualty that occurs from and after the date that the
Successor succeeds to Landlord’s interest in the Real Property and that Landlord is required to perform pursuant to Article
15 hereof,


 


(3)
repairs to the Premises that become necessary by reason of a fire or other casualty that occurs prior to the date that the Successor
succeeds to Landlord’s interest in the Real Property and that Landlord is required to perform pursuant to Article 15 hereof,
to the extent that the net proceeds of Landlord’s Property Policy that are actually made available to the Successor are
sufficient to cover the cost of such repairs (with the understanding, however, that if (i) a fire or other casualty occurs prior
to the date that the Successor succeeds to Landlord’s interest in the Real Property, (ii) Landlord is required to repair
the resulting damage to the Building pursuant to Article 15 hereof, and (iii) such net proceeds are not sufficient to cover the
cost of such repairs, then Tenant shall have the right to terminate this Lease by giving notice thereof to the Successor within
fifteen (15) days after the date that the Successor gives Tenant notice that the Successor does not intend to perform such repairs),


 


(4)
repairs to the Premises as a result of a partial condemnation that occurs from and after the date that the Successor succeeds
to Landlord’s interest in the Real Property and that Landlord is required to perform pursuant to Article 16 hereof, and


 


(5)
repairs to the Premises as a result of a partial condemnation that occurs prior to the date that the Successor succeeds to Landlord’s
interest in the Real Property and that Landlord is required to perform pursuant to Article 16 hereof, to the extent that the net
proceeds of any condemnation award that is made available to the Successor is sufficient to cover the cost of such repairs (with
the understanding, however, that if (i) a partial condemnation occurs prior to the date that the Successor succeeds to Landlord’s
interest in the Real Property, (ii) Landlord is required to make repairs to the Building pursuant to Article 16 hereof by reason
of such partial condemnation, and (iii) such net proceeds are not sufficient to cover the cost of such repairs, then Tenant shall
have the right to terminate this Lease by giving notice thereof to the Successor within fifteen (15) days after the date that
the Successor gives Tenant notice that the Successor does not intend to perform such repairs),


 


(F)
bound by any consensual or negotiated surrender, cancellation or termination of the Lease, in whole or in part, agreed upon between
Landlord and Tenant and made without the consent of the Mortgagee or Lessor, as the case may be (if consent is required) unless
effected unilaterally by Tenant pursuant to the express terms of this Lease, or bound by any amendment or modification of this
Lease made without the consent of the Mortgagee or the Lessor, as the case may be (if consent is required under the applicable
Mortgage or Superior Lease, as the case may be, or


 




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(G)
bound to return the Letter of Credit until the Letter of Credit has come into the Successor’s actual possession and Tenant
is entitled to the Letter of Credit pursuant to the terms of this Lease


 


(the
aforesaid items in clause (A) through clause (G) above for which a Successor is not liable being referred to herein as the “Successor
Limitation Items”).


 


Any
Nondisturbance Agreement may also contain other terms and conditions that are reasonably required by the Mortgagee or the Lessor,
as the case may be, that do not (i) increase Tenant’s monetary obligations under this Lease, (ii) adversely affect or diminish
Tenant’s rights under this Lease (except in either case to a de minimis extent), or (iii) increase Tenant’s
other obligations under this Lease (except to a de minimis extent). A Successor that is an Affiliate of the Person that
constitutes Landlord shall not have the right to include in a Nondisturbance Agreement the Successor Limitation Items, or such
other terms and conditions.


 


13.3.
Attornment.


 


(A)
If, at any time prior to the Expiration Date, a Successor succeeds to Landlord’s interest in the Real Property, then Tenant,
at the Successor’s election, shall attorn, from time to time, to the Successor, in either case upon the then executory terms
of this Lease, for the remainder of the Term. If the Successor is not an Affiliate of the Person that constituted Landlord immediately
prior to such Successor’s obtaining an interest in the Premises, then the Successor shall not have liability for the Successor
Limitation Items from and after the date that Tenant so attorns to the Successor.


 


(B)
The provisions of this Section 13.3 shall apply notwithstanding that, as a matter of law, this Lease terminates upon the termination
of any Superior Lease or the foreclosure of a Mortgage. No further instrument shall be required to give effect to Tenant’s
attorning to a Successor as contemplated by this Section 13.3. Tenant, however, upon demand of any Successor, shall execute, from
time to time, instruments, in a recordable form and in a form reasonably satisfactory to the Successor, confirming the foregoing
provisions of this Section 13.3. A Mortgagee or a Lessor shall have the right to include such provisions in a Nondisturbance Agreement.
Nothing contained in this Section 13.3 limits the obligations of the Successor under a Nondisturbance Agreement.


 


13.4.
Amendments to this Lease.


 


Tenant
shall execute and deliver, from time to time, amendments to this Lease, promptly after Landlord’s request, to the extent
that (x) such amendments are reasonably required by a Mortgagee or a Lessor that in either case is not an Affiliate of Landlord
(or are reasonably required by a proposed Mortgagee or proposed Lessor that in either case is not an Affiliate of Landlord and
that consummates the applicable Mortgage or the applicable Superior Lease contemporaneously with Tenant’s execution and
delivery of such amendment hereof), and (y) Landlord gives to Tenant reasonable evidence to the effect that such Mortgagee or
Lessor requires such amendments; provided, however, that Tenant shall not be required to agree to any such amendments to this
Lease that (i) increase Tenant’s monetary obligations under this Lease, (ii) adversely affect or diminish Tenant’s
rights under this Lease (except in either case to a de minimis extent), (iii) increase Tenant’s other obligations
under this Lease (except to a de minimis extent), (iv) decrease Landlord’s obligations under this Lease (except to
a de minimis extent), or (v) increase Landlord’s rights under this Lease (except to a de minimis extent).


 




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13.5.
Tenant’s Estoppel Certificate.


 


Tenant,
within ten (10) Business Days after Landlord’s request from time to time (but not more frequently than three (3) times in
any particular period of twelve (12) months), shall deliver to Landlord a written statement executed by Tenant, in form reasonably
satisfactory to Landlord, (1) stating that this Lease is then in full force and effect and has not been modified (or if this Lease
is not in full force and effect, stating the reasons therefor, or if this Lease is modified, setting forth all modifications),
(2) setting forth the date to which the Fixed Rent, the Escalation Rent and other items of Rental have been paid, (3) stating
whether, to the actual knowledge of Tenant (without having made any investigation), Landlord is in default under this Lease, and,
if Landlord is in default, setting forth the specific nature of all such defaults, and (4) stating any other matters reasonably
requested by Landlord and related to this Lease. Tenant acknowledges that any such statement that Tenant delivers to Landlord
pursuant to this Section 13.5 may be relied upon by (x) any purchaser or owner of the Real Property or any interest therein (including,
without limitation, any Lessor), or (y) any Mortgagee.


 


13.6.
Landlord’s Estoppel Certificate.


 


Landlord,
within ten (10) Business Days after Tenant’s request from time to time (but not more frequently than three (3) times in
any particular period of twelve (12) months), shall deliver to Tenant a written statement executed by Landlord, in form reasonably
satisfactory to Tenant, (i) stating that this Lease is then in full force and effect and has not been modified (or if this Lease
is not in full force and effect, stating the reasons therefor, or if this Lease is modified, setting forth all modifications),
(ii) setting forth the date to which the Fixed Rent, the Escalation Rent and any other items of Rental have been paid, (iii) stating
whether, to the actual knowledge of Landlord (without having made any investigation), Tenant is in default under this Lease, and,
if Tenant is in default, setting forth the specific nature of all such defaults, and (iv) stating any other matters reasonably
requested by Tenant and related to this Lease. Landlord acknowledges that any statement delivered by Landlord to Tenant pursuant
to this Section 13.6 may be relied upon by (w) any Person that extends credit to Tenant, (x) any assignee of Tenant’s interest
hereunder, (y) any subtenant of all or any part of the Premises, or (z) any Person that acquires Control of Tenant (provided that
such assignment, sublease or transfer of Control is accomplished in a manner that complies with the provisions of Article 16 hereof).


 


13.7.
Rights to Cure Landlord’s Default.


 


If
(x) a Superior Lease or Mortgage exists, (y) the Lessor or Mortgagee is not an Affiliate of Landlord, and (z) Landlord gives Tenant
notice thereof, then Tenant shall not seek to terminate this Lease by reason of Landlord’s default hereunder (except pursuant
to termination rights expressly provided in this Lease) until Tenant has given written notice of such default to such Lessor or
such Mortgagee in either case at the address that has been furnished to Tenant. If any such Lessor or Mortgagee notifies Tenant,
within ten (10) Business Days after the date that such Lessor or Mortgagee receives such notice from Tenant, that such Lessor
or Mortgagee intends to remedy such act or omission of Landlord, then Tenant shall not have the right to so terminate this Lease
unless such Lessor or Mortgagee fails to remedy such act or omission of Landlord within a reasonable period of time after the
date that such Lessor or Mortgagee gives such notice to Tenant (it being understood that such Lessor or Mortgagee shall not have
any liability to Tenant for the failure of such Lessor or Mortgagee to so remedy such act or omission of Landlord during such
period).


 




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13.8.
Zoning Lot Merger Agreement.


 


Tenant
hereby waives irrevocably any rights that Tenant may have in connection with any zoning lot merger or transfer of development
rights with respect to the Real Property, including, without limitation, any rights that Tenant may have to be a party to, to
contest, or to execute any Declaration of Restrictions (as such term is used in Section 12-10 of the Zoning Resolution of The
City of New York effective December 15, 1961, as amended) with respect to the Real Property, which would cause the Premises to
be merged with or unmerged from any other zoning lot pursuant to such Zoning Resolution or to any document of a similar nature
and purpose. Tenant agrees that this Lease shall be subject and subordinate to any Declaration of Restrictions or any other document
of similar nature and purpose now or hereafter affecting the Real Property (it being understood, however, that Landlord shall
not permit such Declaration of Restrictions or any such other document to impair Tenant’s rights hereunder, or expand Tenant’s
obligations hereunder, except, in either case, to a de minimis extent). In confirmation of such subordination and waiver,
Tenant, from time to time, shall execute and deliver promptly any certificate or instrument that Landlord reasonably requests.


 


13.9.
Tenant’s Financial Statements.


 


Subject
to the terms of this Section 13.9, Tenant shall provide to Landlord (a) the balance sheet of Tenant dated as of the last day of
each fiscal year (to the extent that the last day of each such fiscal year occurs during the Term), and (b) the income statement
of Tenant for each such fiscal year that occurs, in whole or in part, during the Term, in each case on or prior to the one hundred
twentieth (120th) day after the last day of each such fiscal year (such financial statements being collectively referred
to herein as “Tenant’s Statements”). Tenant shall cause Tenant’s Statements to be prepared in accordance
with GAAP, and to be accompanied by an unqualified opinion of a certified public accountant. For a period of one (1) year after
Tenant gives to Landlord a particular Tenant’s Statement, Landlord shall not disclose Tenant’s Statements to any third
party, except that Landlord may disclose Tenant’s Statements (i) to Persons who are directors, members, partners, trustees,
employees, agents or advisors to Landlord or Landlord’s Affiliates and who have been directed to maintain the confidentiality
of Tenant’s Statements in accordance with the terms hereof, (ii) to Persons that provide (or that propose to provide), directly
or indirectly, debt or equity capital to Landlord or Landlord’s Affiliates and that have been directed to maintain the confidentiality
of Tenant’s Statements in accordance with the terms hereof, (iii) to Persons that purchase (or that propose to purchase)
the Real Property or any portion thereof and that have been directed to maintain the confidentiality of Tenant’s Statements
in accordance with the terms hereof, (iv) to Lessors (or prospective Lessors) that have been directed to maintain the confidentiality
of Tenant’s Statements in accordance with the terms hereof, (v) to Persons that provide professional services for Landlord
(such as, for example, Landlord’s attorneys and accountants) and that have been directed to maintain the confidentiality
of Tenant’s Statements in accordance with the terms hereof, (vi) to the extent required by law, rule, regulation or requirement
of a stock exchange, rating agency or regulator or in connection with any legal or regulatory proceeding, (vii) to the extent
reasonably required by Landlord in enforcing Landlord’s rights hereunder, and (viii) to the extent that Tenant’s Statements
are otherwise available to the general public, are already in Landlord’s possession (having been provided by a source other
than Tenant), or come into Landlord’s possession from a source other than Tenant who is not known by Landlord to be bound
by a confidentiality obligation to Tenant with respect thereto. Tenant shall not have any obligation to provide Tenant’s
Statements to Landlord as provided in this Section 13.9 during the period that (x) the stock of Tenant is publicly traded on a
recognized stock exchange, and (y) Tenant’s Statements are available to the general public under filings that Tenant makes
with the Securities and Exchange Commission.


 




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Article
14 

INSURANCE


 


14.1.
Tenant’s Insurance.


 


(A)
Tenant, at Tenant’s expense, shall obtain and keep in full force and effect (i) an insurance policy for Tenant’s Property
and the Specialty Alterations, in either case to the extent insurable under “all-risk” property insurance policies,
covering the perils listed in the current edition of the Insurance Services Office, Inc. (“ISO”), special causes
of loss form CP 10 30, including, without limitation, coverage for acts of terrorism (if such coverage for acts of terrorism is
available on commercially reasonable terms), in an amount equal to one hundred percent (100%) of the replacement value thereof
(subject, however, at Tenant’s option, to a reasonable deductible) (the insurance policy described in this clause (i) being
referred to herein as “Tenant’s Property Policy”), (ii) a policy of worker’s compensation insurance,
to the extent required by law (such policy being referred to herein as “Tenant’s Worker’s Compensation Policy”),
(iii) a commercial automobile liability policy covering any vehicle that Tenant brings upon the Real Property (regardless of whether
Tenant owns or hires such vehicle) with a combined single limit of not less than One Million Dollars ($1,000,000) (such policy
being referred to herein as “Tenant’s Auto Policy”, and (iv) a policy of commercial general liability
insurance on an occurrence basis, providing coverage that is at least as broad as the current edition of ISO Form CG 00 01 (the
insurance policy described in this clause (iii) being collectively referred to herein as “Tenant’s Liability Policy”).
Tenant’s Property Policy and Tenant’s Liability Policy shall name Tenant as a named insured. Tenant’s Liability
Policy (including, without limitation, any policy that Tenant obtains as described in Section 14.1(D) hereof) and Tenant’s
Auto Policy shall be endorsed to name the Landlord Indemnitees as additional insureds thereunder.


 




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(B) Tenant shall act
in compliance with the procedures of in connection with Tenant’s efforts to recover for property damage sustained at the
Premises under Tenant’s Property Policy. All of the insurance policies that Section 14.1(A) hereof obligates Tenant to carry
shall provide that at least thirty (30) days of advance written notice of cancellation is given to Landlord, except that such
period of thirty (30) days may be reduced to no less than ten (10) days for non-payment of premium. If Tenant receives any notice
of cancellation or any other notice from the insurance carrier which may adversely affect the coverage of the insureds under Tenant’s
Property Policy or Tenant’s Liability Policy, then Tenant shall immediately deliver to Landlord a copy of such notice. Tenant’s
Liability Policy shall have no exclusions limiting liability assumed under an insured’s contract (including, without limitation,
tort liability of another assumed by the insured in a business contract). The minimum limits of liability under Tenant’s
Liability Policy shall be Five Million Dollars ($5,000,000) per occurrence for bodily injury (or death), personal injury and/or
damage to property, which minimum amount Landlord may increase from time to time to the amount of insurance that in Landlord’s
reasonable judgment is then being customarily required by prudent landlords of first-class buildings in the vicinity of the Building
from tenants leasing space similar in size, nature and location to the Premises.


 


(C)
Tenant shall cause Tenant’s Liability Policy, Tenant’s Worker’s Compensation Policy , Tenant’s Auto Policy
and Tenant’s Property Policy to be issued by reputable insurers that are (x) eligible to do business in the State of New
York, and (y) rated in Best’s Insurance Guide, or any successor thereto, as having a general policyholder rating of A and
a financial rating of at least VII (it being understood that if such ratings are no longer issued, then such insurer’s financial
integrity shall conform to the standards that constitute such ratings from Best’s Insurance Guide as of the date hereof).


 


(D)
Tenant has the right to satisfy Tenant’s obligation to carry Tenant’s Liability Policy with any combination of primary
and umbrella insurance policies. Tenant has the right to satisfy Tenant’s obligation to carry Tenant’s Property Policy
with a blanket insurance policy.


 


(E)
Tenant’s liability hereunder is not limited to the amount of Tenant’s insurance recovery, to the amount of insurance
that Tenant maintains in force, to the amount of insurance that Tenant is required to maintain in accordance with the terms of
this Section 14.1, or to the amount of any insurance that Tenant is required to carry, or that Tenant is permitted to carry, under
applicable Requirements. Landlord’s review of, or approval of, any insurance that Tenant carries shall not limit Tenant’s
obligation to carry the insurance that this Section 14.1 requires Tenant to carry.


 


14.2.
Landlord’s Insurance.


 


(A)
Subject to the terms of this Section 14.2, Landlord shall obtain and keep in full force and effect property insurance covering
the Building, to the extent insurable on commercially reasonable terms under then available standard forms of “all-risk”
insurance policies, covering the perils listed in the current edition of the ISO special causes of loss form CP 10 30, including,
without limitation, coverage for acts of terrorism (if such coverage for acts of terrorism is available on commercially reasonable
terms), in an amount equal to one hundred percent (100%) of the replacement value thereof or, at Landlord’s option, in such
lesser amount as will avoid co-insurance (such insurance being referred to herein as “Landlord’s Property Policy”).
Tenant acknowledges that (i) Landlord’s Property Policy may encompass rent insurance, and (ii) Landlord may also obtain
a commercial general liability insurance policy, as well as other types of insurance policies as reasonably deemed necessary by
Landlord or Mortgagee.


 




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(B)
Landlord shall not be liable to Tenant for any failure to insure any Alterations unless Tenant notifies Landlord of the completion
of such Alterations and the cost thereof, and maintains adequate records with respect to such Alterations to facilitate the adjustment
of any insurance claims with respect thereto. Landlord shall have the right to provide that the coverage of Landlord’s Property
Policy is subject to a reasonable deductible. Tenant shall cooperate with Landlord and Landlord’s insurance companies in
the adjustment of any claims for any damage to the Building or the Alterations. Landlord shall not be required to carry insurance
on Tenant’s Property or the Specialty Alterations. Landlord shall not be required to carry insurance against any loss suffered
by Tenant due to the interruption of Tenant’s business.


 


14.3.
Mutual Waiver of Subrogation.


 


Landlord
and Tenant shall each obtain an appropriate clause in, or endorsement on, Landlord’s Property Policy or Tenant’s Property
Policy (as the case may be) pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery.
Landlord and Tenant also agree that, (I) having obtained such clauses or endorsements of waiver of subrogation or consent to a
waiver of right of recovery, they shall not make any claim against or seek to recover from the Landlord Indemnitees or the Tenant
Indemnitees (as the case may be) for any loss or damage (including the cost of any deductibles or self-insured retentions) to
its property or the property of others resulting from fire or other hazards covered by Landlord’s Property Policy or Tenant’s
Property Policy (as the case may be) (with the understanding, therefore, that the party that sustains such loss or damage shall
not have a claim against the other party to reimburse the party that sustains such loss or damage for the amount of such party’s
deductible or self-insured retention); provided, however, that the release, discharge, exoneration and covenant not to sue herein
contained shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation clause or endorsements
or clauses or endorsements consenting to a waiver of right of recovery, and (II) in the event that either party fails to carry
or maintain the insurance required by this Article 14, then Landlord or Tenant, as the case may be, shall not make any claims
against or seek to recover from the Landlord Indemnitees or the Tenant Indemnitees (as the case may be) for any loss or damage
to its property or the property of others resulting from fire or other hazards that would have been covered had Landlord or Tenant,
as the case may be, carried insurance as required under this Article 14. Each party is required to obtain such an endorsement
as long as such endorsements are commercially available.


 


14.4.
Evidence of Insurance.


 


On
or prior to the Commencement Date, each party shall deliver to the other party appropriate certificates of insurance required
to be carried by the parties pursuant to this Article 14, including copies of endorsements or clauses in the applicable insurance
policies that evidence waivers of subrogation and naming of additional insureds in either case as required by Section 14.3 hereof
(it being understood that Acord 25 shall suffice for Tenant’s Liability Policy, Tenant’s Auto Policy and Tenant’s
Worker’s Compensation Policy and Acord 27 or 28 shall suffice for Tenant’s Property Policy and Landlord’s Property
Policy). Each party shall deliver to the other party evidence of each renewal or replacement of a policy prior to the expiration
of such policy.


 




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14.5.
No Concurrent Insurance.


 


Tenant
shall not obtain any property insurance (under Tenant’s Property Policy or otherwise) that covers the property that is covered
by Landlord’s Property Policy.


 


14.6.
Tenant’s Obligation to Comply with Landlord’s Fire and Casualty Insurance.


 


If
(i) Tenant (or any other Person claiming by, through or under Tenant) uses the Premises for any purpose other than general office
use , and (ii) the use of the Premises by Tenant (or such other Person) causes the premium for Landlord’s Property Policy
to exceed the premium that would have otherwise applied therefor if Tenant (or such Person) used the Premises for general office
use, then Tenant shall pay to Landlord, as additional rent, an amount equal to such excess, on or prior to the thirtieth (30th)
day after the date that Landlord gives to Tenant an invoice therefor, together with reasonable supporting documentation for the
charges set forth therein. Nothing contained in this Section 14.6 expands Tenant’s rights under Article 3 hereof.


 


Article
15 

CASUALTY


 


15.1.
Notice.


 


Tenant
shall notify Landlord promptly of any fire or other casualty that occurs in the Premises.


 


15.2.
Landlord’s Restoration Obligations.


 


Subject
to the terms of this Section 15.2, Landlord, with reasonable diligence, shall repair the damage to (i) the Premises (including,
without limitation, the Alterations), (ii) the Building Systems that service the Premises, and (iii) the common elements of the
Building that Tenant uses to gain access to the Premises, in each case to the extent caused by fire or other casualty. The restoration
work to be performed by Landlord shall include, without limitation, Landlord’s Work. Landlord shall commence the performance
of such repairs as promptly as reasonably practicable after the occurrence of such fire or other casualty. Landlord shall use
commercially reasonable efforts to perform such repairs diligently, in a good and workmanlike manner, and in a manner that minimizes
to the extent reasonably practicable interference with Tenant’s use and occupancy of any portion of the Premises that remains
tenantable. Landlord shall not be required to restore Tenant’s Property or the Specialty Alterations. Landlord shall not
be required to commence such restoration until Tenant gives Landlord the notice described in Section 15.1 hereof (unless Landlord
otherwise has received actual notice of the fire or other casualty). Landlord shall not be obligated to restore any Alterations
performed by Tenant unless (i) Tenant has Substantially Completed the performance thereof, (ii) Tenant has given Landlord notice
to the effect that Tenant has Substantially Completed such Alterations, (iii) Tenant has given Landlord notice of the cost incurred
by Tenant in performing such Alterations, and (iv) Tenant has maintained records with respect to such Alterations in a form that
allows Landlord to make a full insurance recovery therefor under Landlord’s Property Policy. If (x) Tenant, as part of the
Initial Alterations, demolishes all or a material part of the interior installation that exists in the Premises on the Commencement
Date, and (y) the Premises (including any Alterations) is damaged by fire or other casualty at any time prior to the date that
Tenant Substantially Completes the Initial Alterations therein, then Landlord’s obligation to repair the Premises (and any
Alterations) shall be limited to (w) the performance of Landlord’s Premises Work (to the extent that the performance of
Landlord’s Premises Work remains feasible after such fire or other casualty), (x) the part of the Building Systems serving
the Premises on the Commencement Date, but not the distribution portions of such Building Systems located within the Premises,
(y) the floor and ceiling slabs of the Premises, and (z) the exterior walls of the Premises, all to substantially the same condition
that existed on the Commencement Date. Landlord shall have the right to adapt the restoration of the Premises as contemplated
by this Section 15.2 to comply with applicable Requirements that are then in effect. Landlord shall not be obligated to restore
the Premises as provided in this Section 15.2 to the extent that this Lease terminates by reason of such fire or other casualty
as provided in this Article 15.


 




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15.3.
Rent Abatement.


 


(A)
Subject to Section 15.3(B) hereof, the Fixed Rent and the Escalation Rent that is otherwise due and payable hereunder shall be
reduced in the proportion that the number of square feet of Rentable Area of the part of the Premises that is not usable or accessible
by Tenant by reason of such fire or other casualty bears to the total Rentable Area of the Premises immediately prior to such
fire or other casualty, for the period commencing on the date of such fire or other casualty and ending on the date that Landlord
Substantially Completes the restoration described in Section 15.2 hereof or the applicable portion of the Premises becomes accessible,
as the case may be. If (i) more than fifty percent (50%) of the Rentable Area of the Premises is rendered untenantable by reason
of a fire or other casualty, (ii) Tenant cannot reasonably be expected to use the remaining portion of the Premises, and (iii)
Tenant shall not so use the remaining portion of the Premises, then the abatement of Fixed Rent and Escalation Rent as described
in this Section 15.3(A) shall extend to such remaining portion of the Premises for as long as Tenant does not occupy such remaining
portion of the Premises for the conduct of business (but in no event shall such abatement of Fixed Rent and Escalation Rent extend
beyond the date on which Landlord Substantially Completes the restoration described in Section 15.2 hereof).


 


(B)
If a fire or other casualty occurs in the Premises after the Commencement Date and prior to the Applicable Rent Commencement Date,
then the aggregate abatement of Fixed Rent and the Escalation Rent to which Tenant is entitled as contemplated by Section 15.3(A)
hereof (from and after the Applicable Rent Commencement Date) shall be an amount equal to the aggregate abatement of Fixed Rent
and Escalation Rent for which Tenant would have been entitled under Section 15.3(A) hereof if the Applicable Rent Commencement
Date had occurred immediately prior to such fire or other casualty.


 




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15.4.
Landlord’s Termination Right.


 


If
the Building is so damaged by fire or other casualty that, in Landlord’s opinion, substantial alteration, demolition, or
reconstruction of the Building is required (regardless of whether the Premises have been damaged or rendered untenantable), then
Landlord may terminate this Lease by giving Tenant notice thereof on or prior to the one hundred twentieth (120th) day after such
fire or other casualty; provided, however, that if the Premises are not substantially damaged or rendered substantially untenantable
by such fire or other casualty, then Landlord may not so terminate this Lease unless Landlord elects to terminate leases (including
this Lease) affecting at least seventy-five percent (75%) of the leasable area of the Building (excluding any portion of the Building
leased to or occupied by Landlord or Landlord’s Affiliates). If Landlord elects to terminate this Lease as aforesaid, then
(I) the Term shall expire on a date set by Landlord that (A) is not sooner than (i) the tenth (10th) day after the date that Landlord
gives such notice (if all or substantially all of the Premises is rendered untenantable by such fire or other casualty), and (ii)
the ninetieth (90th) day after the date that Landlord gives such notice (if less than all or substantially all of the Premises
is rendered untenantable by such fire or other casualty), and (B) is not later than the first (1st) anniversary of
the date on which such fire or other casualty occurs, and (II) Tenant, on such date set by Landlord, shall vacate the Premises
and surrender the Premises to Landlord in accordance with the terms of this Lease that govern Tenant’s obligations upon
the expiration or earlier termination of the Term. Upon the termination of this Lease under this Section 15.4, the Rental shall
be apportioned and any prepaid portion of the Rental for any period after the date that the abatement of Rental as described in
Section 15.3 hereof becomes effective shall be refunded promptly by Landlord to Tenant (and Landlord’s obligation to make
such refund shall survive the Expiration Date).


 


15.5.
Tenant’s Termination Right.


 


(A)
Landlord, within forty-five (45) days after the earlier to occur of (x) the date that Tenant gives Landlord notice of the occurrence
of a fire or other casualty as contemplated by Section 15.1 hereof, and (y) the date that Landlord otherwise has actual notice
of such fire or other casualty, shall give to Tenant a statement prepared by a reputable and independent contractor setting forth
such contractor’s estimate in good faith as to the time required for Landlord to Substantially Complete the restoration
described in Section 15.2 hereof (such statement that Landlord gives to Tenant being referred to herein as the “Casualty
Statement”); provided, however, that Landlord shall not be required to give Tenant a Casualty Statement if Landlord
has theretofore exercised Landlord’s right to terminate this Lease under Section 15.4 hereof. If the estimated time period
as set forth in the Casualty Statement exceeds one (1) year from the date of the applicable fire or other casualty, then Tenant
may elect to terminate this Lease by giving notice to Landlord not later than the thirtieth (30th) day after the date that Landlord
gives the Casualty Statement to Tenant. If Tenant makes such election to so terminate this Lease, then the Term shall expire on
the thirtieth (30th) day after Tenant gives such notice to Landlord.


 




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(B)
This Lease shall terminate if (i) a fire or other casualty occurs, and, by reason thereof, Landlord has an obligation to perform
a restoration as contemplated by Section 15.2 hereof, (ii) Tenant does not exercise Tenant’s right to terminate this Lease
under Section 15.5(A) hereof in connection with such fire or other casualty (or Tenant does not have the right to terminate this
Lease under Section 15.5(A) hereof in connection with such fire or other casualty), (iii) Landlord fails to Substantially Complete
the performance of the restoration work that Landlord is required to perform on or prior to the date that is sixty (60) days after
the last day of the estimated time period set forth in the Casualty Statement (the date described in this clause (iii) being referred
to herein as the “Second Bite Date”), (iv) Tenant gives Landlord notice no earlier than the Second Bite Date
to the effect that this Lease will terminate under this Section 15.5(B) if Landlord fails to Substantially Complete the restoration
within thirty (30) days after the Second Bite Date, and (v) Landlord fails to Substantially Complete the restoration within thirty
(30) days after the Second Bite Date.


 


(C)
If the Term terminates as provided in this Section 15.5, then (I) Tenant shall vacate the Premises and surrender the Premises
to Landlord on the date of such termination “as is” and otherwise in accordance with the terms of this Lease that
govern Tenant’s obligations upon the expiration or earlier termination of the Term, (II) any Rental due hereunder shall
be apportioned as of the date of such termination, and (III) any portion of the Rental that is then prepaid by Tenant and relates
to the period after the date that the abatement of Rental as described in Section 15.3 hereof becomes effective shall be promptly
refunded by Landlord to Tenant (with the understanding that Landlord’s obligation to make any such refund shall survive
such termination of this Lease).


 


15.6.
Termination Rights at End of Term.


 


Subject
to the terms of this Section 15.6, if the Premises are substantially damaged by a fire or other casualty that occurs during the
period of twelve (12) months immediately preceding the Fixed Expiration Date, or the last day of the Renewal Term, as the case
may be, then either Landlord or Tenant may elect to terminate this Lease by notice given to the other party within thirty (30)
days after such fire or other casualty occurs. If either party makes such election, then the Term shall expire on the thirtieth
(30th) day after the notice of such election is given, and, accordingly, Tenant, on or prior to such thirtieth (30th) day, shall
vacate the Premises and surrender the Premises to Landlord in accordance with the provisions of this Lease that govern Tenant’s
obligation to deliver vacant and exclusive possession of the Premises to Landlord upon the expiration of the Term. Upon the termination
of this Lease under this Section 15.6, the Rental shall be apportioned and any prepaid portion of the Rental for any period after
the Expiration Date shall be refunded promptly by Landlord to Tenant (and Landlord’s obligation to make such refund shall
survive the Expiration Date). For purposes of this Section 15.6, the term “substantially damaged” shall mean that:
(a) a fire or other casualty precludes Tenant from using more than thirty percent (30%) of the Premises for the conduct of its
business, and (b) Tenant’s inability to so use the Premises (or the applicable portion thereof) is reasonably expected to
continue until at least the earlier to occur of (i) the Fixed Expiration Date, or the last day of the Renewal Term, as the case
may be, and (ii) the ninetieth (90th) day after the date that such fire or other casualty occurs. If (x) the Premises are substantially
damaged by a fire or other casualty that occurs during the period of twelve (12) months immediately preceding the Fixed Expiration
Date, and (y) Landlord exercises Landlord’s right to terminate this Lease under this Section 15.6, then Tenant shall have
the right to make Landlord’s aforesaid termination ineffective by exercising the Renewal Option within five (5) Business
Days after the date that Landlord exercises Landlord’s aforesaid right to terminate this Lease under this Section 15.6 (as
to which period of five (5) Business Days’ time shall be of the essence) (it being understood, however, that nothing contained
in this Section 15.6 (I) extends the date by which Tenant has the right to exercise the Renewal Option pursuant to Article 20
hereof, or (II) limits Landlord’s right to terminate this Lease under Section 15.4 hereof).


 




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15.7.
No Other Termination Rights.


 


Tenant
shall have no right to cancel this Lease by virtue of a fire or other casualty except to the extent specifically set forth herein.
This Article 15 is intended to constitute an “express agreement to the contrary” for purposes of Section 227 of the
New York Real Property Law.


 


Article
16 

CONDEMNATION


 


16.1.
Effect of Condemnation.


 


(A)
Subject to the provisions of Section 16.2 hereof, if the entire Real Property, the entire Building or the entire Premises is condemned
or otherwise acquired by the exercise of the power of eminent domain, then this Lease shall terminate as of the date that such
condemnation or acquisition is consummated.


 


(B)
If only a part of the Real Property and not the entire Premises is so acquired or condemned, then:


 


(1)
except as hereinafter provided in this Section 16.1, this Lease shall remain effective, and, from and after the date that the
condemnation or acquisition is consummated, (w) the Fixed Rent shall be reduced in the proportion that the number of square feet
of Rentable Area of the part of the Premises so acquired or condemned bears or is not usable as a result of such condemnation
to the total Rentable Area of the Premises immediately prior to such acquisition or condemnation, (x) Tenant’s Tax Share
shall be redetermined based upon the proportion that the number of square feet of Rentable Area of the Premises that is remaining
or usable after such acquisition or condemnation bears to the number of square feet of Rentable Area of the Building that is remaining
after such acquisition or condemnation, and (y) Tenant’s Operating Expense Share shall be redetermined based upon the proportion
that the number of square feet of Rentable Area of the Premises remaining after such acquisition or condemnation bears to the
number of square feet of Rentable Area of the Building remaining and usable after such acquisition or condemnation (other than
any retail portion of the Building);


 


(2)
on or prior to the sixtieth (60th) day after the date that the condemnation or acquisition is consummated, Landlord shall have
the right to terminate this Lease by giving notice to Tenant if either (i) at least twenty-five percent (25%) of the Usable Area
of the Premises is so acquired or condemned, or (ii) Landlord terminates leases (including this Lease) for at least seventy-five
percent (75%) of the Usable Area of the Building (excluding any portion of the Building leased to or occupied by Landlord or Landlord’s
Affiliates); and


 




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(3)
if (a) the part of the Real Property so acquired or condemned contains more than fifteen percent (15%) of the Usable Area of the
Premises immediately prior to such acquisition or condemnation, or (b) by reason of such acquisition or condemnation, Tenant no
longer has reasonable means of access to the Premises, then Tenant may elect to terminate this Lease by giving notice to Landlord
on or prior to the sixtieth (60th) day after the date that Tenant is given notice of such acquisition or condemnation being consummated.


 


The
Term shall expire on the thirtieth (30th) day after the date that Landlord or Tenant gives any such notice to terminate this Lease.


 


(C)
Landlord shall refund to Tenant, promptly after the date that such taking or acquisition becomes effective, any Rental that Tenant
has theretofore paid for the Premises (or the applicable portion thereof that is so taken or acquired) to the extent that such
Rental is properly allocable to the period after the date that such taking or acquisition becomes effective (and Landlord’s
obligation to make such refund shall survive the Expiration Date).


 


(D)
If this Lease terminates pursuant to the provisions of this Section 16.1, then the Rental for the portion of the Premises that
is not taken or acquired shall be apportioned as of the termination date. Landlord shall refund promptly to Tenant any Rental
that Tenant has theretofore paid for any period after the date that such termination becomes effective (and Landlord’s obligation
to make such refund shall survive the Expiration Date).


 


(E)
If a part of the Premises is so acquired or condemned and this Lease and the Term is not terminated pursuant to the foregoing
provisions of this Section 16.1, then Landlord, at Landlord’s expense, shall restore the part of the Premises that is not
so acquired or condemned to a self-contained rental unit inclusive of Alterations that Tenant has theretofore Substantially Completed,
except that if such acquisition or condemnation occurs prior to the Substantial Completion of the Initial Alterations, then Landlord
shall only be required to restore the part of the Premises not so acquired or condemned to a self-contained rental unit exclusive
of any Alterations.


 


16.2.
Condemnation Award.


 


Subject
to Section 16.3 hereof, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation of all
or any part of the Real Property. Tenant shall have no claim against Landlord or the condemning authority for the value of any
unexpired portion of the Term, and, accordingly, Tenant hereby expressly assigns to Landlord all of its right in and to any such
award. Nothing contained in this Section 16.2 shall be deemed to prevent Tenant from making a separate claim in any condemnation
proceedings for the value of any Tenant’s Property included in such taking, for any moving expenses or for the costs incurred
by Tenant in performing the Initial Alterations (prior to Tenant’s Substantial Completion thereof) in the portion of the
Premises that is not so condemned or acquired.


 




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16.3.
Temporary Taking.


 


If
the whole or any part of the Premises is acquired or condemned temporarily during the Term, then (a) Tenant shall give prompt
notice thereof to Landlord, (b) the Term shall not be reduced or affected in any way, (c) Tenant shall continue to pay in full
all items of Rental payable by Tenant hereunder without reduction or abatement, and (d) Tenant shall be entitled to receive for
itself any award or payments for such use, provided, however, that if the acquisition or condemnation is for a period extending
beyond the Term, then such award or payment shall be apportioned equitably between Landlord and Tenant. Tenant, at Tenant’s
expense, shall make Alterations to restore the Premises to the condition existing prior to any such temporary acquisition or condemnation.


 


Article
17 

ASSIGNMENT AND SUBLETTING


 


17.1.
General Limitations.


 


(A)
Subject to the terms of this Article 17, without the prior consent of Landlord in each instance, Tenant shall not, and Tenant
shall not permit any other Permitted Party to, consummate a Transfer. The term “Transfer” shall mean:


 


(1)
(a) an assignment of a Permitted Party’s rights under, or a delegation of such Permitted Party’s duties under, the
applicable Occupancy Agreement by express assignment or by operation of law or by other means, (b) a mortgage or other encumbrance
of such Permitted Party’s interest in the applicable Occupancy Agreement, in whole or in part, (c) a subletting, or further
subletting, of the Premises or any part thereof, or (d) the occupancy of the Premises or any part thereof by any Person other
than such Permitted Party; and


 


(2)
any transaction that modifies or supplements (or further modifies or supplements) an Occupancy Agreement to decrease the rental
that is payable thereunder, to change the premises that is demised thereby, or to change the term thereof, in either case in any
material respect (it being understood that (i) a termination or cancellation of an Occupancy Agreement shall not constitute a
Transfer for purposes hereof, and (ii) such modification or supplement shall be treated for purposes hereof as a transaction on
the terms of such Occupancy Agreement, as so modified or supplemented, for the balance of the term thereof).


 


(B)
The term “Occupancy Agreement” shall mean the lease, sublease, license or other agreement pursuant to which
a Permitted Party has the right to occupy the Premises (or the applicable portion thereof).


 


(C)
The term “Permitted Party” shall mean Tenant and any other Person that has the right to occupy the Premises
(or any part thereof) in accordance with the terms of this Article 17 (other than a Person that has the right to occupy the Premises
(or the applicable part thereof) by virtue of Landlord’s exercising Landlord’s rights under Section 17.3 hereof).


 


(D)
Subject to Section 17.9 hereof, the transfer of Control in a Permitted Party, however accomplished, whether in a single transaction
or in a series of unrelated or related transactions, shall constitute an assignment of such Permitted Party’s interest in
the applicable Occupancy Agreement for purposes of this Article 17.


 




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(E)
The consent by Landlord to any Transfer shall not relieve Tenant from its obligation to obtain the prior consent of Landlord to
any other Transfer to the extent required by this Lease.


 


(F)
The assignment by any Person that constitutes Tenant of the tenant’s interest under this Lease shall not relieve such Person
of the obligations of the tenant under this Lease. Such Person’s liability under this Lease shall continue notwithstanding
(x) the subsequent release of any other Person that constitutes Tenant from liability under this Lease, (y) any limitation on
any such other Person’s liability hereunder by virtue of the Bankruptcy Code, or (z) any modification or amendment of this
Lease that Landlord consummates with any such other Person that constitutes Tenant subsequently; provided, however, that if such
other Person is not an Affiliate of such Person, then any such modification or amendment shall not expand such Person’s
liability hereunder.


 


(G)
Notwithstanding anything to the contrary contained herein, Tenant shall not, and Tenant shall not permit any other Permitted Party
to, enter into any lease, sublease, license, concession or other agreement for use or occupancy of the Premises or any portion
thereof which provides for a rental or other payment for such use or occupancy based in whole or in part on the net income or
profits derived by any Person from the property leased, occupied or used, or which would require the payment of any consideration
that would not qualify as “rents from real property,” as that term is defined in Section 856(d) of the Internal Revenue
Code of 1986, as amended.


 


(H)
If Tenant assigns the tenant’s interest under this Lease in violation of the terms of this Article 17, then such assignment
shall be void and of no force and effect against Landlord; provided, however, that Landlord (x) may collect an amount equal to
the then Rental from the assignee as a fee for such assignee’s use and occupancy, and (y) shall apply the net amount collected
to the Rental reserved in this Lease. If the Premises or any part thereof are sublet to, occupied by, or used by any Person other
than Tenant (regardless of whether such subletting, occupancy or use violates this Article 17), then Landlord (a) after the occurrence
of an Event of Default, may collect amounts from the subtenant, user or occupant as a fee for its use and occupancy, and (b) shall
apply the net amount collected to the Rental reserved in this Lease. No such assignment, subletting, occupancy or use, with or
without Landlord’s prior consent, nor any such collection or application of fees for use and occupancy, shall (i) be deemed
a waiver by Landlord of any term, covenant or condition of this Lease, (ii) be deemed the acceptance by Landlord of such assignee,
subtenant, occupant or user as tenant hereunder, or (iii) relieve Tenant of the obligations of the tenant under this Lease.


 


17.2.
Landlord’s Expenses.


 


Tenant
shall reimburse Landlord for a reasonable processing fee, any reasonable Out-of-Pocket Costs that Landlord incurs in connection
with any proposed Transfer, including, without limitation, reasonable attorneys’ fees and disbursements, and the reasonable
costs of making investigations as to the acceptability of the proposed Transferee, within thirty (30) days after Landlord gives
to Tenant an invoice therefor together with reasonable supporting documentation for the charges set forth therein.


 




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17.3.
Recapture Procedure.


 


(A)
Tenant shall have the right to institute the procedure described in this Section 17.3 (the “Recapture Procedure”)
only by giving to Landlord notice thereof (a “Transfer Notice”), which:


 


(1)
refers expressly to this Section 17.3 and indicates that such notice constitutes a Transfer Notice,


 


(2)
sets forth a description of the Premises (or the portion thereof) that is involved in the proposed Transfer (the Premises, or
the portion thereof, that is involved in the proposed Transfer being referred to herein as the “Recapture Space”),


 


(3)
includes a copy of the documents that Tenant intends to use to evidence the proposed Transfer,


 


(4)
identifies the Person to which Tenant proposes to make the Transfer (the Person to which a Transfer is made being referred to
herein as a “Transferee”), and


 


(5)
sets forth the date on which Tenant proposes that the term of a Transfer that constitutes a sublease, license or other similar
agreement that grants occupancy rights will commence, or that a Transfer that constitutes an assignment will occur, as the case
may be (such date being referred to herein as the “Transfer Date”) (it being understood that the Transfer Date shall
be no sooner than thirty (30) days, and no later than two hundred seventy (270) days, after the date that Tenant gives the Transfer
Notice to Landlord) (the material terms of a proposed Transfer as set forth in the Transfer Notice being referred to herein as
the “Proposed Transfer Terms”).


 


(B)
The term “Transfer Expenses” shall mean the actual Out-of-Pocket Costs that the Permitted Party that makes
the applicable Transfer (the “Transferor”) pays solely in consummating a Transfer, including, without limitation,
(i) brokerage commissions, (ii) allowances that a Transferor makes available to the Transferee to fund the cost of Alterations
that the Transferee makes to the Premises (or the applicable portion thereof that is involved in the Transfer), (iii) costs that
a Transferor pays in making Alterations to prepare the Premises (or the applicable portion thereof that is involved in the Transfer)
solely for the Transferee’s initial occupancy, (iv) the amount payable to Landlord under Section 17.2 hereof for such Transfer,
(v) reasonable attorneys’, architects’ and engineers’ fees and disbursements that a Transferor pays in connection
with consummating such Transfer, (vi) the amount of the free rent and other rent concessions that a Transferor grants to the Transferee,
and (vii) the transfer taxes (and other similar charges and fees) that Tenant pays pursuant to Section 17.6 hereof.


 


(C)
The term “Amortized Transfer Expenses” shall mean, with respect to any period, the amount of the Transfer Expenses
that amortize during such period if the Transfer Expenses are amortized, in equal monthly installments, with interest calculated
at the Base Rate, over the period that the Transferee is obligated to make payments to a Transferor in respect of the applicable
Transfer.


 




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(D)
The term “Recapture Date” shall mean the thirtieth (30th) day after the date that Tenant gives the Transfer
Notice to Landlord.


 


(E)


 


(1)
If (x) Tenant gives a Transfer Notice to Landlord, and (y) the Transfer described in the Transfer Notice constitutes a sublease
for the Recapture Space with respect to which the term thereof expires on or prior to the date that is one (1) year before the
Fixed Expiration Date (any sublease that expires before such date being referred to herein as a “Short-Term Sublease”),
then Landlord shall have the right to sublease (or to cause the Recapture Subtenant to sublease) the Recapture Space from Tenant,
on the terms set forth in this Section 17.3(E), by giving notice thereof (the “Recapture Sublease Notice”)
to Tenant not later than the Recapture Date (as to which date time shall be of the essence) (any such sublease of the Recapture
Space that Landlord elects to consummate under this Section 17.3(E) being referred to herein as a “Recapture Sublease”).


 


(2)
If Landlord gives a Recapture Sublease Notice to Tenant, then Tenant shall, and Landlord shall (or Landlord shall cause the Recapture
Subtenant to), consummate a Recapture Sublease for the Recapture Space on the following terms:


 


(a)
Landlord shall give to Tenant, within twenty (20) days after the date that Landlord gives to Tenant the Recapture Sublease Notice,
a proposed sublease that conforms with the terms set forth in this Section 17.3(E) and is otherwise on the terms set forth in
this Lease. Tenant shall execute and deliver such sublease promptly after Landlord’s submission thereof to Tenant. Landlord
shall execute and deliver (or cause the Recapture Subtenant to execute and deliver) such sublease promptly after Tenant delivers
to Landlord the counterpart thereof that is executed by Tenant.


 


(b)
Landlord shall have the right to designate that the subtenant under the Recapture Sublease is a Person other than Landlord (the
Person that constitutes the subtenant under a Recapture Sublease being referred to herein as the “Recapture Subtenant”).


 


(c)
The rental payable by the Recapture Subtenant to Tenant shall be calculated on either of the following methods, as designated
by Landlord (with the understanding that Landlord shall be deemed to have elected clause (i) below if Landlord does not designate
otherwise in the Recapture Sublease Notice):


 


(i)
the excess of (I) the rental that would have been payable by the Transferee for the applicable calendar month as contemplated
by the Proposed Transfer Terms, over (II) the Amortized Transfer Expenses for such month that would have resulted from the Proposed
Transfer Terms; or


 


(ii)
the Fixed Rent and the Escalation Rent that is due under this Lease for the Premises (or the applicable portion thereof that constitutes
the Recapture Space).


 




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(d)
The term of the Recapture Sublease shall commence on the Transfer Date and shall extend for the term set forth in the Transfer
Notice as part of the Proposed Transfer Terms (with the understanding that the Recapture Subtenant shall have the right to extend
the term of the Recapture Sublease for a term that corresponds, or for terms that correspond, to any renewal right or renewal
rights that are set forth in the Transfer Notice as part of the Proposed Transfer Terms).


 


(e)
If, during the term of the Recapture Sublease (or during the period that the Recapture Subtenant, or any Person claiming by, through
or under the Recapture Subtenant, remains in occupancy of the Premises (or the applicable portion thereof that constitutes the
Recapture Space) after the term of the Recapture Sublease expires or earlier terminates), an event or circumstance occurs that
is attributable to the Recapture Subtenant (or a Person claiming by, through or under the Recapture Subtenant), then such event
or circumstance shall not constitute a default by Tenant hereunder (and, accordingly, Tenant shall not have liability to Landlord
in connection therewith).


 


(f)
Tenant shall have the right to offset against the Rental due hereunder an amount equal to the rental that the Recapture Subtenant
fails to pay when due to Tenant.


 


(g)
The Recapture Subtenant (and any Person claiming by, through or under the Recapture Subtenant), during the term of the Recapture
Sublease, shall have the right to make alterations to the Recapture Space; provided, however, that the Recapture Subtenant shall
be required to restore the Recapture Space upon the expiration of the term of the Recapture Sublease to the extent required by
the applicable Proposed Transfer Terms.


 


(h)
If the Recapture Space does not constitute the entire Premises, then Tenant, at Tenant’s expense, shall cause the Recapture
Space to be demised separately from the remainder of the Premises on or prior to the Transfer Date (except that Landlord shall
so demise the Recapture Space separately from the remainder of the Premises, at Landlord’s cost, to the extent provided
in the applicable Proposed Transfer Terms).


 


(i)
The Recapture Subtenant shall have the right to further sublease the Recapture Space, or assign the Recapture Subtenant’s
rights as subtenant under the Recapture Sublease, to any third party, without Tenant having any rights to consent thereto or to
receive additional payments from the Recapture Subtenant in connection therewith.


 


(j)
The Recapture Subtenant shall not have the right to receive from Tenant any free rent, tenant improvement allowance or other similar
concession that constitutes part of the Proposed Transfer Terms.


 


(F)


 


(1)
If (x) Tenant gives a Transfer Notice to Landlord, and (y) the Transfer described in the Transfer Notice constitutes either a
sublease for the Recapture Space (other than a Short-Term Sublease) or an assignment, then Landlord shall have the right to terminate
this Lease with respect to the Recapture Space, on the terms set forth in this Section 17.3(F), by giving notice thereof (the
“Recapture Termination Notice”) to Tenant not later than the Recapture Date (any such termination of this Lease
with respect to the Recapture Space being referred to herein as a “Recapture Termination”).


 




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(2)
If (x) Landlord gives to Tenant a Recapture Termination Notice, and (y) the Recapture Space constitutes the entire Premises, then
the Term shall terminate on the Transfer Date. If the Term so terminates on the Transfer Date, then Tenant, on the Transfer Date,
shall vacate the Premises and deliver exclusive possession thereof to Landlord in accordance with the terms of this Lease that
govern Tenant’s obligations upon the expiration or earlier termination of the Term.


 


(3)
If (x) Landlord gives to Tenant a Recapture Termination Notice, and (y) the Recapture Space does not constitute the entire Premises,
then:


 


(a)
Tenant, at Tenant’s expense, shall demise the Recapture Space separately from the remainder of the Premises on or prior
to the Transfer Date (except that Landlord shall so demise the Recapture Space separately from the remainder of the Premises,
at Landlord’s cost, to the extent provided in the applicable Proposed Transfer Terms),


 


(b)
effective as of the Transfer Date, Tenant’s Operating Expense Share shall be redetermined based on the ratio that (I) the
number of square feet of Rentable Area of the Premises that remains after excluding therefrom the Recapture Space, bears to (II)
the number of square feet of Rentable Area of the Building (other than any retail portion thereof),


 


(c)
effective as of the Transfer Date, Tenant’s Tax Share shall be redetermined based on the ratio that (I) the number of square
feet of Rentable Area of the Premises that remains after excluding therefrom the Recapture Space, bears to (II) the number of
square feet of Rentable Area of the Building (including, without limitation, the retail portion thereof),


 


(d)
the Fixed Rent as set forth in Section 1.3 hereof from and after the Transfer Date shall be reduced by an amount equal to the
Fixed Rent that would have been due under this Lease for the applicable portion of the Premises that constitutes the Recapture
Space, and


 


(e)
Tenant, on the Transfer Date, shall vacate the Recapture Space and deliver exclusive possession thereof to Landlord in accordance
with the terms of this Lease that govern Tenant’s obligations upon the expiration or earlier termination of the Term; and


 


(f)
effective as of the Transfer Date, the references in this Lease to the Premises shall be deemed to be references to the Premises
(other than the Recapture Space).


 




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(4)
If (x) Landlord elects to consummate a Recapture Termination, and (y) the Transfer described in the applicable Transfer Notice
constitutes a sublease or sublicense, then Tenant shall pay to Landlord, as additional rent, on the first day of each calendar
month during the period from the Transfer Date to the date that the term of such sublease or sublicense would have expired under
the Proposed Transfer Terms, an amount equal to the excess (if any) of:


 


(a)
the Fixed Rent and the Escalation Rent that would have otherwise been due under this Lease since the Transfer Date for the Premises
(or the applicable portion thereof that constitutes the Recapture Space), over


 


(b)
the sum of (A) the excess of (I) the rental that would have been payable by the Transferee since the Transfer Date as contemplated
by the Proposed Transfer Terms, over (II) the Amortized Transfer Expenses under the Proposed Transfer Terms that would have theretofore
accrued, and (B) the amounts theretofore paid by Tenant to Landlord under this Section 17.3(F)(4) in respect of such Recapture
Termination.


 


Tenant’s
obligation to pay such amount to Landlord shall survive the termination of this Lease (or the termination of this Lease only with
respect to the Recapture Space, as the case may be).


 


(5)
If (x) Landlord elects to consummate a Recapture Termination, and (y) the Transfer described in the applicable Transfer Notice
constitutes an assignment of Tenant’s interest under this Lease, then Tenant shall pay to Landlord the sum of:


 


(a)
the present value of the consideration (if any) that would have been payable by Tenant to the Transferee under the Proposed Transfer
Terms (calculated as of the Transfer Date using a discount rate equal to the Base Rate), and


 


(b)
the excess, if any, of (I) the present value of the Transfer Expenses that Tenant would have incurred under the Proposed Transfer
Terms, over (II) the present value of the consideration (if any) that would have been payable by the Transferee to Tenant under
the Proposed Transfer Terms (in either case calculated as of the Transfer Date using a discount rate equal to the Base Rate).


 


Tenant
shall pay the amounts described in clauses (a) and (b) above on the Transfer Date. Tenant’s obligation to pay such amounts
to Landlord shall survive the termination of this Lease (or the termination of this Lease only with respect to the Recapture Space,
as the case may be).


 


17.4.
Certain Transfer Rights.


 


Subject
to Section 17.9 hereof, Landlord shall not unreasonably withhold, condition or delay Landlord’s consent to a Permitted Party’s
consummating a Transfer, provided that:


 


(A)
Tenant has theretofore instituted the Recapture Procedure for such Transfer; provided, however, that Tenant shall not be required
to have instituted the Recapture Procedure for a Transfer that is proposed to be consummated by a Permitted Party other than Tenant;


 


(B)
Landlord’s right to elect to consummate a Recapture Sublease or a Recapture Termination (as the case may be) with respect
to the proposed Transfer has lapsed (without Landlord’s having exercised Landlord’s rights to consummate a Recapture
Sublease or a Recapture Termination (as the case may be)); provided, however, that this Section 17.4(B) shall not apply for a
Transfer that is proposed to be consummated by a Permitted Party other than Tenant;


 




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(C)
the net economic benefit of the Transfer to the Transferor is no less than ninety-five percent (95%) of the net economic benefit
to the Transferor in the Proposed Transfer Terms; provided, however, that this Section 17.4(C) shall not apply for a Transfer
that is proposed to be consummated by a Permitted Party other than Tenant;


 


(D)
the Transfer occurs no earlier than the thirtieth (30th) day before the Transfer Date and no later than the thirtieth (30th) day
after the Transfer Date; provided, however, that this Section 17.4(D) shall not apply for a Transfer that is proposed to be consummated
by a Permitted Party other than Tenant;


 


(E)
Tenant submits to Landlord a counterpart of the documents that the Transferor intends to use to consummate the proposed Transfer,
which have been executed and delivered by the proposed Transferor and the proposed Transferee, and which are subject to no conditions
to the effectiveness thereof (other than Landlord’s granting Landlord’s consent thereto);


 


(F)
the Premises (or the applicable portion thereof) has not been listed or otherwise publicly advertised at a rental rate that is
less than the prevailing rental rate set by Landlord for comparable space in the Building, or, if there is no comparable space,
the prevailing rental rate reasonably determined by Landlord (it being agreed that nothing contained in this clause (F) prohibits
a Permitted Party from (I) consummating a Transfer at a rental rate that is less than such prevailing rate, or (II) disseminating
broker’s fliers or other marketing materials that indicate that the rental rate for the Premises (or the applicable portion
thereof) is available upon request);


 


(G)
no Event of Default has occurred and is continuing;


 


(H)
the proposed Transferee has a financial standing (taking into consideration the obligations of the Transferee under the applicable
Occupancy Agreement) that is reasonably satisfactory to Landlord;


 


(I)
the proposed Transferee is of a character, is engaged in a business, and proposes to use the Premises (or the applicable portion
thereof) in a manner that in each case is in keeping with the standards of a first-class office building in the vicinity of the
Building;


 


(J)
the proposed Transferee, or any Affiliate of the proposed Transferee, does not occupy any space in the Building (if Landlord has
or within twelve (12) months thereafter reasonably expects to have space available in the Building that is reasonably comparable
to the Premises (or the portion thereof involved in the Transfer));


 


(K)
neither the proposed Transferee, nor an Affiliate of the proposed Transferee, is a Person with whom Landlord is then engaged in
bona fide negotiations regarding the leasing or subleasing of space in the Building (if Landlord has or within twelve (12)
months thereafter reasonably expects to have space available in the Building that is reasonably comparable to the Premises (or
the portion thereof involved in the Transfer));


 




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(L)
after taking into account the proposed Transfer, there will not exist more than three (3) spaces in the Premises that are separately
demised in any material respect;


 


(M)
the use of the Premises (or the portion thereof involved in the Transfer) by the Transferee does not violate any rights that Landlord
has theretofore granted to a third party;


 


(N)
the Transferor and each other Permitted Party (if any) whose interest is superior to the interest of the Transferor, and the Transferee,
executes and delivers to Landlord a consent to the Transfer in a form reasonably designated by Landlord;


 


(O)
if the Transfer constitutes an assignment of the tenant’s interest under this Lease, the assignee has expressly assumed
all of the obligations of Tenant hereunder to the extent accruing from and after the date that the Transfer is effective; and


 


(P)
if the Transfer constitutes a sublease (or a further sublease), such sublease provides expressly that (i) such sublease is subject
and subordinate to the Lease (and to the terms thereof), and (ii) if this Lease terminates, then Landlord, at Landlord’s
option, may take over all of the right, title and interest of the Transferor under such sublease, and the Transferee, at Landlord’s
option, shall attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be:


 


(1)
liable for any act or omission of the Transferor under such sublease (except for any such acts or omissions that (x) continue
after the date that Landlord succeeds to the interest of the Transferor under such sublease, and (y) may be remedied by the providing
a service or performing a repair),


 


(2)
subject to any defense or offsets which the Transferee may have against the Transferor that accrue prior to the date that Landlord
succeeds to the interest of the Transferor,


 


(3)
bound by any previous payment that the Transferee made to the Transferor more than thirty (30) days in advance of the date that
such payment was due,


 


(4)
bound by any obligation to make any payment to or on behalf of the Transferee that accrues prior to the date that Landlord succeeds
to the interest of the Transferor under such sublease,


 






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(5)
bound by any obligation to perform any work or to make improvements to the Premises, or the applicable portion thereof demised
by such sublease (other than the obligation to perform maintenance, repairs or restoration that in each case first becomes necessary
from and after the date that Landlord succeeds to the interest of the Transferor under such sublease) (with the understanding,
however, that if (I) the Premises, or the applicable portion thereof, is damaged by fire or other casualty, or affected by condemnation,
prior to the date that Landlord succeeds to the interest of the Transferor under such sublease, (II) Landlord would have otherwise
been required to perform the restoration of the Premises, or the applicable portion thereof, that is required by virtue of such
fire or other casualty, or such condemnation, in accordance with the terms hereof, and (III) Landlord does not elect to perform
such restoration by giving notice thereof to the subtenant on or prior to the tenth (10th) day after the date that
Landlord so succeeds, then such subtenant shall have the right to terminate such sublease (and such subtenant’s obligation
to so attorn to Landlord, as aforesaid) by giving notice thereof to Landlord within ten (10) days after the last day of such period
of ten (10) days during which Landlord has the right to give such notice to such subtenant),


 








(6)
bound by any amendment or modification of such sublease made without Landlord’s consent, or


 


(7)
bound to return the Transferee’s security deposit, if any, until such deposit has come into Landlord’s actual possession
and the Transferee is entitled to such security deposit pursuant to the terms of such sublease (the requirements of a proposed
sublease as set forth in this Section 17.4(P) being collectively referred to herein as the “Basic Sublease Provisions”).


 


17.5.
Preliminary Approval.


 


Tenant
shall have the right to submit to Landlord a statement that describes in reasonable detail the basic terms of a proposed Transfer
that a Permitted Party proposes to consummate, and that identifies, and provides reasonable information that describes, the prospective
Transferee (any such statement being referred to herein as a “Term Sheet”). Landlord shall not unreasonably
withhold, condition or delay Landlord’s approval of the transaction described in the Term Sheet, provided that the transaction
as described therein satisfies the requirements set forth in clauses (A), (C), (D), (F), (G), (H), (I), (J), (K), (L), and (M)
of Section 17.4 hereof. Tenant acknowledges that the applicable Transfer shall remain subject to Landlord’s approval pursuant
to Section 17.4 hereof (except that the scope of Landlord’s review of the applicable Transfer under Section 17.4 hereof
shall be limited as provided in this Section 17.5). If (i) Tenant gives to Landlord a Term Sheet in respect of a particular proposed
Transfer as contemplated by this Section 17.5, (ii) Landlord approves (or is deemed to have approved) such Transfer under this
Section 17.5, (iii) Tenant submits to Landlord a counterpart of the definitive documents that the applicable Permitted Party proposes
to use for the applicable Transfer within one hundred eighty (180) days after the date that Tenant submits the Term Sheet to Landlord,
and (iv) the terms of such definitive documents are consistent in all material respects with the terms set forth in the Term Sheet,
then Landlord shall not have the right to withhold consent to the applicable Transfer pursuant to clauses (A), (C), (D), (F),
(G), (H), (I), (J), (K), (L), and (M) of Section 17.4 hereof (it being understood, however, that Landlord shall retain the right
to object to the proposed Transfer to the extent that the applicable Transfer does not satisfy the requirements set forth in clauses
(E), (N), (O) and (P) of Section 17.4 hereof). Landlord acknowledges that Tenant has the right to give a Term Sheet to Landlord
in respect of a particular proposed Transfer prior to the Recapture Date (with the understanding, however, that nothing contained
in this Section 17.5 limits Landlord’s rights under Section 17.3 hereof).


 




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17.6.
Deemed Approval.


 


If
(w) Tenant requests Landlord’s approval of a proposed Transfer as provided in Section 17.4 hereof or in Section 17.5 hereof
and such request provides in bold and capital letters as follows: “LANDLORD’S FAILURE TO RESPOND TO THIS REQUEST
FOR APPROVAL OF A PROPOSED TRANSFER WITHIN THIRTY (30) DAYS MAY BE DEEMED CONSENT HERETO”, and Landlord fails to respond
to Tenant’s request within thirty (30) days after the date that Tenant gives Landlord notice thereof, (y) Tenant, following
the expiration of such thirty (30) day period, gives Landlord a second notice which provides in bold and capital letters as follows:
“FINAL NOTICE: LANDLORD’S FAILURE TO RESPOND TO THIS SECOND REQUEST FOR APPROVAL OF A PROPOSED TRANSFER
WITHIN FIVE (5) DAYS SHALL BE DEEMED CONSENT HERETO” and (z) Landlord fails to respond to Tenant’s second request
within five (5) days after the date that Tenant gives Landlord such second notice, then Landlord shall be deemed to have approved
Tenant’s aforesaid request for purposes of Section 17.4 hereof or Section 17.5 hereof (as the case may be), provided that
Landlord’s approval shall not be deemed to be granted for purposes of Section 17.4 hereof unless the Transferor and each
other Permitted Party (if any) whose interest is superior to the interest of the Transferor, and the Transferee, executes and
delivers to Landlord a consent to the Transfer in a form reasonably designated by Landlord as provided in Section 17.4(N) hereof,
and nothing contained in this Section 17.6 shall be deemed to constitute a waiver of Landlord’s rights under Section 17.3
hereof and Landlord shall have the full benefit of any time periods with respect to Landlord’s rights set forth therein.


 


17.7.
Transfer Taxes.


 


Tenant
shall pay any transfer taxes (and other similar charges and fees) that any Governmental Authority imposes in connection with any
Transfer (including, without limitation, any such transfer taxes, charges or fees that a Governmental Authority imposes in connection
with Landlord’s exercising Landlord’s rights to consummate a Recapture Sublease or a Recapture Termination (as the
case may be)).


 


17.8.
Transfer Profit.


 


(A)
Subject to the terms of this Section 17.8 and Section 17.9 hereof, Tenant shall pay as additional rent to Landlord, on the first
(1st) day of each calendar month during the Term in the same manner as Fixed Rent, an amount equal to the excess of
(I) fifty percent (50%) of the Transfer Profit for each Transfer that is determined as of the last day of the immediately preceding
calendar month, over (II) the aggregate amount of the payments that Tenant has theretofore paid to Landlord for such Transfer
under this Section 17.8(A).


 


(B)


 


(1)
The term “Transfer Profit” shall mean, with respect to any particular Transfer, the excess (if any) of (x)
the Transfer Inflow for such Transfer for the period beginning on the first (1st) day of the term of the applicable
Transfer (if such Transfer is a sublease or sublicense) or the date that such Transfer becomes effective (if such Transfer is
an assignment of the tenant’s interest under this Lease or an assignment of the subtenant’s interest under a sublease
or a sublicense (or further sublease or sublicense)) (as the case may be), over (y) the sum of (a) the Transfer Outflow for such
Transfer for such period, and (b) the Amortized Transfer Expenses for such Transfer for such period.


 




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(2)
The term “Transfer Inflow” shall mean, with respect to any particular Transfer for any particular period, the
amount that the Transferor receives during such period from or on behalf of the Transferee in connection with the applicable Transfer
(including, without limitation, amounts received by the Transferor which are nominally for something other than real property
or personal property and which are in substance received in exchange for leasing the Premises or the applicable portion thereof).
Should any amount included in the Transfer Inflow cause the Transfer Profit to fail to qualify as “rents from real property,”
as that term is defined in Section 856(d) of the Internal Revenue Code of 1986, as amended, the fair market value of such amount,
as determined by Landlord in its sole discretion, shall be excluded from the Transfer Inflow and no Transfer Profit shall be paid
to Landlord with respect to such excluded amount.


 


(3)
The term “Transfer Outflow” shall mean:


 


(a)
with respect to any Transfer that is a sublease or sublicense (or a further sublease or sublicense), the aggregate amount that
the Transferor pays during the applicable period for the Premises (or the applicable portion thereof that is involved in the Transfer)
to the counterparty under the Occupancy Agreement through which the Transferor derives its rights to the Premises (or the applicable
portion thereof that is involved in the Transfer), and


 


(b)
with respect to any Transfer that is an assignment of the tenant’s interest under this Lease or the subtenant’s interest
under a sublease or sublicense (or further sublease or sublicense), zero.


 


(C)
If the Transferor (or an Affiliate thereof) receives in a transaction that occurs concurrently with the applicable Transfer consideration
from the Transferee (or an Affiliate thereof) for the sale or lease of personal property or for services that the Transferor (or
an Affiliate thereof) agrees to provide for the Transferee (or an Affiliate thereof), then (I) the Transfer Inflow shall include
(in addition to the consideration that the Transferor receives for the Transfer) an amount equal to such other consideration,
and (II) the Transfer Outflow shall include (in addition to the items that are otherwise includible in Transfer Outflow for purposes
hereof) (a) the cost that the Transferor (or such Affiliate thereof) incurs in acquiring the personal property that the Transferor
(or such Affiliate thereof) sells to the Transferee (or an Affiliate thereof) in such concurrent transaction (to the extent that
such cost has not theretofore been amortized in accordance with GAAP), (b) the amortization of the cost that the Transferor (or
such Affiliate thereof) incurs in acquiring any personal property that the Transferor (or such Affiliate thereof) leases to the
Transferee, or (c) the cost that the Transferor (or an Affiliate thereof) incurs in providing such services, as the case may be.


 




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17.9.
Permitted Transfers.


 


(A)
The term “Net Worth Assignment Requirement” shall mean the requirement that Tenant has provided to Landlord,
not later than the tenth (10th) Business Day after the applicable assignment has been consummated, an audited balance
sheet for the applicable Permitted Party and the assignee that in either case is dated no earlier than the last day of the most
recently ended fiscal quarter (or the last day of the fiscal quarter that immediately precedes the most recently ended fiscal
quarter, if the applicable assignment occurs less than sixty (60) days after the last day of the most recently ended fiscal quarter)
and that reflects that the assignee’s tangible net worth (which shall also include and take into account the Tenant’s
tangible net worth if the Tenant entity survives and is part of the Transfer), as determined in accordance with GAAP, is not less
than the tangible net worth of such Permitted Party on the date of such most recent balance sheet, as aforesaid.


 


(B)
A Permitted Party shall have the right to assign such Permitted Party’s entire interest under the applicable Occupancy Agreement
to an Affiliate of such Permitted Party without (x) Landlord’s prior approval, (y) Landlord’s having the right to
consummate a Recapture Termination in respect thereof, and (z) Tenant’s being required to pay Transfer Profit to Landlord
in connection therewith, provided that in each case (i) Tenant gives to Landlord, not later than the tenth (10th) Business Day
after any such assignment is consummated, an instrument, duly executed by such Permitted Party and the aforesaid Affiliate of
such Permitted Party, in form reasonably satisfactory to Landlord, to the effect that such Affiliate assumes all of the obligations
of such Permitted Party under such Occupancy Agreement to the extent arising from and after the date of such assignment, and (ii)
Tenant, with such notice, provides Landlord with reasonable evidence to the effect that the Person to which such Permitted Party
is so assigning such Permitted Party’s interest under such Occupancy Agreement constitutes an Affiliate of such Permitted
Party.


 


(C)
The merger or consolidation of a Permitted Party into or with another Person shall be permitted without (x) Landlord’s prior
approval, (y) Landlord’s having the right to consummate a Recapture Termination in respect thereof, and (z) Tenant’s
being required to pay Transfer Profit to Landlord in connection therewith, provided that in each case (i) such merger or consolidation
is not principally for the purpose of transferring such Permitted Party’s interest in the applicable Occupancy Agreement,
(ii) Tenant gives Landlord notice of such merger or consolidation not later than the tenth (10th) Business Day after the occurrence
thereof, (iii) Tenant, within ten (10) Business Days after such merger or consolidation, provides Landlord with reasonable evidence
that the requirement described in clause (i) above has been satisfied, and (iv) the Net Worth Assignment Requirement is satisfied.


 


(D)
The assignment of a Permitted Party’s entire interest under the applicable Occupancy Agreement in connection with the sale
of all or substantially all of the assets of such Permitted Party shall be permitted without (x) Landlord’s prior approval,
(y) Landlord’s having the right to consummate a Recapture Termination in respect thereof, and (z) Tenant’s being required
to pay Transfer Profit to Landlord in connection therewith, provided that in each case (i) Tenant gives to Landlord, not later
than the tenth (10th) Business Day after any such assignment is consummated, an instrument, duly executed by such Permitted Party
and the Transferee, in form reasonably satisfactory to Landlord, to the effect that such Transferee assumes all of the obligations
of such Permitted Party to the extent arising under the applicable Occupancy Agreement from and after the date of such assignment,
(ii) such sale of all or substantially all of the assets of such Permitted Party is not principally for the purpose of transferring
such Permitted Party’s interest in such Occupancy Agreement, (iii) Tenant, within ten (10) Business Days after such sale,
provides Landlord with reasonable evidence that the requirement described in clause (ii) above has been satisfied, and (iv) the
Net Worth Assignment Requirement is satisfied.


 




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(E)
The direct or indirect transfer of stock, shares or equity interests in a Permitted Party (including, without limitation, the
issuance of treasury stock, or the creation or issuance of a new class of stock, in either case in the context of an initial public
offering or in the context of a subsequent offering of equity securities) shall be permitted without (x) Landlord’s prior
approval, (y) Landlord’s having the right to consummate a Recapture Termination in respect thereof, and (z) Tenant’s
being required to pay Transfer Profit to Landlord in connection therewith, provided that in each case (i) such transfer is not
principally for the purpose of transferring the interest of such Permitted Party under the applicable Occupancy Agreement, (ii)
Tenant gives Landlord notice of such transfer not later than the tenth (10th) Business Day after the occurrence thereof, and (iii)
Tenant, within ten (10) Business Days after the date that such transfer occurs, provides Landlord with reasonable evidence that
the requirement described in clause (i) has been satisfied (except that Tenant shall not be required to comply with clauses (i)-(iii)
to the extent that such direct or indirect transfer of shares or equity interests is either (1) accomplished through the public
“over-the-counter” securities market or through any recognized stock exchange, (2) Transfers among then members or
stockholders of Tenant, or (3) a transfer to a trust or similar entity established by a member or stockholder of Tenant for the
benefit of a member of such member’s or stockholder’s family).


 


(F)
A Permitted Party shall have the right to sublease or license (or further sublease or sublicense) the Premises, or any portion
thereof, to an Affiliate of such Permitted Party, without (x) Landlord’s prior approval, (y) Landlord’s having the
right to consummate a Recapture Termination or a Recapture Sublease in respect thereof, and (z) Tenant’s being required
to pay Transfer Profit to Landlord in connection therewith, provided that in each case (i) Tenant gives to Landlord a copy of
such sublease or license, not later than the tenth (10th) Business Day after any such sublease or license is consummated, (ii)
Tenant, with such copy of such sublease or license, provides Landlord with reasonable evidence to the effect that the Person to
which such Permitted Party is so subleasing or licensing the Premises or a portion thereof constitutes an Affiliate of such Permitted
Party, and (iii) such sublease includes the Basic Sublease Provisions.


 




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(G)
If (I) (i) a Permitted Party assigns such Permitted Party’s entire interest under the applicable Occupancy Agreement to
an Affiliate of such Permitted Party, or (ii) a Permitted Party subleases or licenses (or further subleases or sublicenses) all
or part of the Premises to an Affiliate of such Permitted Party, in either case without Landlord’s consent as provided in
this Section 17.9 and without paying to Landlord any Transfer Profit that derives therefrom, and (II) the assignee or subtenant
or sublicensee subsequently assigns the interest of such assignee or such subtenant or sublicensee under the applicable Occupancy
Agreement to a third party in a Transfer that is not governed by the provisions of this Section 17.9 or further subleases or sublicenses
all or part of the Premises to a third party in a Transfer that is not governed by the provisions of this Section 17.9, then,
for purposes of calculating the Transfer Profit that is due to Landlord for such subsequent assignment or sublease or sublicense,
the parties shall assume that the assignment or sublease or sublicense that the Permitted Party consummated without Landlord’s
approval under this Section 17.9 did not occur previously (and, accordingly, the parties, in calculating Transfer Profit for such
Transfer that is not governed by this Section 17.9, shall include any Transfer Profit that resulted from the prior Transfer from
the Permitted Party to its Affiliate).


 


17.10.
Special Occupants.


 


Tenant
may permit portions of the Premises to be occupied, at any time and from time to time, by Persons who are not members, officers
or employees of Tenant (each such Person who is permitted to occupy portions of the Premises pursuant to this Section 17.10 being
referred to herein as a “Special Occupant”), without (x) Landlord’s prior approval, (y) Landlord’s
having the right to consummate a Recapture Termination or a Recapture Sublease in respect thereof, and (z) Tenant’s being
required to pay Transfer Profit to Landlord in connection therewith, provided that, in each case, (i) no demising walls are erected
in the Premises separating the space used by a Special Occupant from the remainder of the Premises, (ii) the Special Occupant
uses the Premises in conformity with all applicable provisions of this Lease, (iii) the use of any portion of the Premises by
any Special Occupant shall not create any real property interest of the Special Occupant in or to the Premises, (iv) the portion
of the Premises used by all Special Occupants shall not exceed fifteen percent (15%) of the Rentable Area of the Premises, (v)
such Person maintains a business relationship with Tenant (other than by virtue of such occupancy) and such business relationship
extends during the term of such occupancy, (vi) the Special Occupant does not pay for its occupancy rights an amount greater than
the Rental that is reasonably allocable to the portion of the Premises that the Special Occupant has the right to occupy (it being
understood that amounts that the Special Occupant pays to Tenant to reimburse Tenant reasonably for customary office services
shall not be included in the calculation of the amount that the Special Occupant pays for its occupancy rights as provided in
this clause (vi)), and (vii) prior to a Special Occupant taking occupancy of a portion of the Premises, Tenant gives notice to
Landlord advising Landlord of (1) the name and address of such Special Occupant, (2) the character and nature of the business
to be conducted by such Special Occupant, (3) the number of square feet of Rentable Area to be occupied by such Special Occupant,
(4) the anticipated duration of such occupancy, and (5) the fee, if any, to be paid by such Special Occupant for its use of the
applicable portion of the Premises. Within ten (10) Business Days after request by Landlord from time to time, Tenant shall provide
Landlord with a list of the names of all Special Occupants then occupying any portion of the Premises and a description of the
spaces occupied thereby.


 


17.11.
Existing Cushman Restriction.


 


(A)
The term “C&W” shall mean, at any particular time, the Person that then holds the interest of the tenant
under the C&W Lease.


 




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(B)
The term “C&W Lease” shall mean the Lease, dated as of May 20, 2008, between Landlord, as landlord, and
Cushman & Wakefield, Inc., as tenant, as modified from time to time.


 


(C)
The term “C&W Restrictions Clause” shall mean, collectively, the clauses that are attached hereto as Exhibit
“17.11(C)” and made a part hereof.


 


(D)
Subject to the terms of this Section 17.11(D), Tenant shall not (i) assign this Lease to, or permit the Premises or any portion
thereof to be subleased, used or occupied by a Person that violates the C&W Restrictions Clause, or (ii) permit any sign that
is otherwise permitted by the terms of this Lease to be installed by Tenant in the Building (including the exterior thereof) that
identifies a Person that violates the C&W Restrictions Clause at a time when the C&W Restrictions Clause is in effect.
Landlord hereby represents to Tenant that Exhibit “17.11(D)” attached hereto and made a part hereof contains a true,
correct and complete list of the Long List Competitors (as such term is defined in the C&W Restrictions Clause) and the Short
List Competitors (as such term is defined in the C&W Restrictions Clause) as of the date hereof. Tenant shall not be bound
by any update to the list of Long List Competitors or the Short List Competitors that C&W is entitled to provide to Landlord
under the C&W Lease unless and until Landlord notifies Tenant of such update and, (i) in no event shall Tenant be in breach
of the C&W Restrictions Clause for assigning or subleasing to a Person that is not on the list of Long List Competitors or
Short List Competitors (in either case that has been delivered to Tenant) on the date Tenant enters into such assignment or sublease;
provided, however, in no event shall Tenant be permitted to assign or sublease to a Derivative Entity (as such term is defined
in the C&W Restrictions Clause), and (ii) in no event shall Tenant be in breach of the C&W Restrictions Clause for installing
a sign that identifies a person that is not on the list of Long List Competitors or Short List Competitors (in either case that
has been delivered to Tenant) on the date Tenant installs such sign; provided, however, in no event shall Tenant be permitted
to install a sign that identifies a Real Estate Service Provider (as such term is defined in the C&W Restrictions Clause)
or Derivative Entity. Landlord, promptly after Tenant’s request from time to time, shall advise Tenant regarding the extent
to which C&W then remains entitled to its rights under the C&W Restrictions Clause and shall provide Tenant with a copy
of the then current list of Long List Competitors and Short List Competitors for purposes thereof.


 


Article
18

TENANT’S RIGHT OF FIRST OFFER TO LEASE


 


18.1.
Right of First Offer.


 


(A)
Landlord shall not lease to any Person other than Tenant the Option Space (or a part thereof) at any time during the Term, without
first instituting the procedure described in, and subject to the limitations set forth in, this Article 18.


 


(B)
The term “9th Floor Option Space” shall mean the portion of the Rentable Area on the ninth (9th) floor of the
Building, as shown on Exhibit “18.1”-1 attached hereto and made a part hereof.


 




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(C)
The term “First 8th Floor Option Space” shall mean the entire Rentable Area on the eighth (8th) floor of the
Building, as shown on Exhibit “18.1”-2 attached hereto and made a part hereof.


 


(D)
The term “Second 8th Floor Option Space” shall the portion of the Rentable Area on the eighth (8th) floor of
the Building, as shown on Exhibit “18.1”-3 attached hereto and made a part hereof.


 


(E)
The term “Third 8th Floor Option Space” shall mean the portion of the Rentable Area on the eighth (8th) floor
of the Building, as shown on Exhibit “18.1”-4 attached hereto and made a part hereof.


 


(F)
The term “8th Floor Option Space” shall mean one of the First 8th Floor Option Space, the Second 8th Floor
Option Space or the Third 8th Floor Option Space, as elected by Landlord. Once Landlord has offered any of the First 8th Floor
Option Space, the Second 8th Floor Option Space or the Third 8th Floor Option Space pursuant to the terms of this Article 18,
then the other two (2) spaces not so offered shall no longer be Option Space and the terms of this Article 18 shall not apply
thereto.


 


(G)
The term “Option Space” shall mean, collectively, the 9th Floor Option Space and the 8th Floor Option Space.


 


18.2.
Option Notice.


 


Landlord
shall institute the procedure described in this Article 18 by giving notice thereof (the “Option Notice”) to
Tenant, which Option Notice shall (i) describe the Option Space (or the applicable portion thereof) (the Option Space (or such
portion thereof) that is described in a particular Option Notice being referred to herein as the “Applicable Option Space”),
(ii) have attached thereto a floor plan depicting the Applicable Option Space, (iii) set forth the date that Landlord reasonably
expects that the Applicable Option Space will be vacant and available for Tenant’s occupancy (such date designated by Landlord
being referred to herein as the “Scheduled Option Space Commencement Date”), and (iv) set forth Landlord’s
calculation of the number of square feet of Rentable Area in the Applicable Option Space. The Scheduled Option Space Commencement
Date shall not be (I) more than four hundred fifty (450) days, or (II) less than ninety (90) days, after the date that Landlord
gives the Option Notice to Tenant; provided, however, if the Applicable Option Space shall be available for Tenant’s occupancy
as a result of a default by the existing occupant of the Applicable Option Space and the involuntary termination of such occupant’s
occupancy rights therefor, then the Scheduled Option Space Commencement Date shall be not less than thirty (30) days after the
date that Landlord gives the Option Notice to Tenant.


 




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18.3.
Option Procedure.


 


Tenant
shall have the one-time option (the “Option”) with respect to each of the 9th Floor Option Space and the 8th
Floor Option Space to lease the Applicable Option Space for a term (the “Option Term”) commencing on the Option
Space Commencement Date and expiring on the Expiration Date by giving notice thereof (the “Option Response Notice”)
to Landlord not later than the fifteenth (15th) Business Day after the date that Landlord gives the Option Notice to Tenant. Time
shall be of the essence as to the date by which Tenant must give the Option Response Notice to Landlord to exercise the Option.
If Tenant does not give the Option Response Notice to Landlord on or prior to the fifteenth (15th) Business Day after the date
that Landlord gives the Option Notice to Tenant, then Landlord shall thereafter have the right to lease the Applicable Option
Space (or any part thereof) to any other Person on terms acceptable to Landlord in Landlord’s sole discretion without being
required to make any other offer to Tenant regarding the Applicable Option Space under this Article 18 (and, accordingly, such
Applicable Option Space shall not thereafter constitute Option Space). Tenant shall not have the right to revoke an Option Response
Notice given to Landlord pursuant to this Article 18.


 


18.4.
Certain Limitations.


 


(A)
Tenant shall not have the right to exercise the Option (and, accordingly (x) Landlord shall have no obligation to give an Option
Notice to Tenant, and (y) Landlord shall have the right to lease the Applicable Option Space to any other Person without first
offering the Applicable Option Space to Tenant as contemplated by this Article 18) if, on the date that Landlord offers the Applicable
Option Space for lease to the general public:


 


(1)
the Minimum Occupancy Requirement is not satisfied,


 


(2)
the Initial Tenant Requirement is not satisfied,


 


(3)
the Minimum Demise Requirement is not satisfied, or


 


(4)
the Applicable Option Space constitutes Recapture Space with respect to which Landlord exercised its rights under Section 17.3
hereof.


 


(B)
Tenant shall not have the right to exercise the Option prior to Landlord’s leasing the Option Space (or the applicable portion
thereof) to any Person that then occupies the Option Space (or such portion thereof) (regardless of whether such leasing is pursuant
to an option or right contained in such Person’s lease or otherwise), and, accordingly, (I) Landlord shall have no obligation
to give an Option Notice to Tenant with respect to the Option Space (or such portion thereof), and (II) Landlord shall have the
right to lease the Option Space (or such portion thereof) to any such Person without first offering the Option Space (or the applicable
portion thereof) to Tenant as contemplated by this Article 18.


 


(C)
Tenant’s exercise of the Option shall be ineffective if, on the date that Tenant gives the Option Response Notice, an Event
of Default has occurred and is continuing. If (i) Tenant exercises the Option, and (ii) at any time prior to the Option Space
Commencement Date, an Event of Default has occurred and is continuing, (x) the Minimum Demise Requirement is not satisfied, (y)
the Minimum Occupancy Requirement is not satisfied or (z) the Initial Tenant Requirement is not satisfied, then, at any time prior
to the Option Space Commencement Date, Landlord shall have the right to declare Tenant’s exercise of the Option ineffective
by giving notice thereof to Tenant, in which case Landlord shall have the right to lease the Applicable Option Space (or any portion
thereof) to any other Person on terms acceptable to Landlord in Landlord’s sole discretion.


 




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(D)
Tenant shall not have the right to exercise the Option from and after the Option Cutoff Date, and, accordingly, from and after
the Option Cutoff Date, (I) Landlord shall have no obligation to give an Option Notice to Tenant with respect to the Option Space
(or any portion thereof), and (II) Landlord shall have the right to lease the Option Space (or such portion thereof) to any other
Person without first offering the Option Space (or such portion thereof) to Tenant as contemplated by this Article 18. The term
“Option Cutoff Date” shall mean the date that is three (3) years before the Fixed Expiration Date, except that
if Tenant exercises the Renewal Option, then the Option Cutoff Date shall be the date that is three (3) years before the last
day of the Renewal Term. Notwithstanding the foregoing to the contrary, if Tenant’s right to exercise the Renewal Option
has not yet lapsed pursuant to the terms hereof, then Landlord shall give the Option Notice to Tenant to the extent otherwise
required pursuant to this Article 18 notwithstanding that the Option Cutoff Date has passed, provided that Tenant only have the
right to exercise the Option for the Applicable Option Space set forth in such Option Notice if Tenant shall simultaneously exercise
the Renewal Option.


 


(E)
Tenant’s right to lease the Applicable Option Space as set forth in this Article 18 shall be subject to any rights thereto
that have been granted on or prior to the date hereof to other tenants of the Building.


 


(F)
Subject to the terms of this Section 18.4(F), any Option Response Notice that Tenant gives to Landlord shall not be effective
for purposes hereof (and shall be of no force or effect) unless Tenant delivers to Landlord by the thirtieth (30th) day after
the date Tenant gives the Option Response Notice to Landlord, an amendment to the Letter of Credit (in a form that is reasonably
satisfactory to Landlord) that increases the amount of the Letter of Credit by an amount equal to the product obtained by multiplying
(x) an amount equal to the first monthly installment of Fixed Rent for a full calendar month that becomes payable hereunder for
the Applicable Option Space, by (y) the quotient obtained by dividing (I) the Security Amount required pursuant to Article 26
hereof on the Option Space Commencement Date (other than the amount of any security required to be deposited by Tenant for the
Applicable Option Space pursuant to this Section 18.4(F)), by (II) the monthly installment of Fixed Rent that is payable hereunder
for the Premises on the Option Space Commencement Date (other than the monthly installment of Fixed Rent that is payable hereunder
for the Applicable Option Space). Landlord and Tenant shall calculate initially the amount of the aforesaid increase in the Letter
of Credit assuming that (1) the Fixed Rent for the Applicable Option Space is an amount equal to the product obtained by multiplying
(I) the quotient obtained by dividing (x) the Fixed Rent that is payable hereunder at such time (other than the Fixed Rent that
is payable hereunder for the Applicable Option Space), by (y) the number of square feet of Rentable Area comprising the Premises
at such time (other than the Rentable Area comprising the Applicable Option Space), by (II) the number of square feet of Rentable
Area comprising the Applicable Option Space, and (2) the Security Amount required on the Option Space Commencement Date is the
Security Amount required on the date of the Option Response Notice. Landlord and Tenant shall adjust the amount of the aforesaid
increase in the Letter of Credit to the extent (if any) necessary within fifteen (15) Business Days after the date that the parties
determine the Fair Market Rent for the Applicable Option Space in accordance with the terms of Article 21 hereof and/or within
fifteen (15) Business Days after the Option Space Commencement Date (if there is a change to the Security Amount required on the
Option Space Commencement Date in accordance with the terms of Article 26 hereof).


 




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18.5.
Lease Provisions Apply.


 


If
Tenant exercises the Option in accordance with the provisions of this Article 18, then, on the Option Space Commencement Date
for the Applicable Option Space, the following provisions shall become effective:


 


(A)
The Applicable Option Space shall be added to the Premises for purposes of this Lease (except as otherwise provided in this Section
18.5).


 


(B)
The Tax Payment for each Tax Year during the Term from and after the Option Space Commencement Date shall be increased to reflect
the inclusion of the Applicable Option Space in the Premises by an amount equal to the product obtained by multiplying (I) the
ratio (expressed as a percentage) that the number of square feet of Rentable Area in the Applicable Option Space bears to the
number of square feet of Rentable Area in the Building, by (II) the excess of (x) Taxes for the applicable Tax Year, over (y)
the Taxes for the fiscal year during which the Option Space Commencement Date occurs.


 


(C)
The Operating Expense Payment for each Operating Expense Year during the Term from and after the Option Space Commencement Date
shall be increased to reflect the inclusion of the Option Space in the Premises by an amount equal to the product obtained by
multiplying (I) the ratio (expressed as a percentage) that the number of square feet of Rentable Area in the Applicable Option
Space bears to the number of square feet of Rentable Area in the Building (other than any retail portion thereof), by (II) the
excess of (x) Operating Expenses for the applicable Operating Expense Year, over (y) the Operating Expenses for the calendar year
during which the Option Space Commencement Date occurs.


 


(D)
Landlord shall not be obligated to perform any work or make any installations in the Applicable Option Space or grant Tenant a
work allowance therefor provided such space shall be separately demised. Promptly after the Option Space Commencement Date, Landlord
shall deliver to Tenant an ACP-5 (or the then current equivalent thereof) stating that there are no asbestos containing materials
in the Premises, duly executed by the appropriate party and covering the Applicable Option Space.


 


(E)
The Fixed Rent for the Applicable Option Space shall be an amount equal to the Fair Market Rent therefor.


 


(F)
To the extent then available and upon Tenant’s request, the condenser water capacity that Tenant has the right to use under
Section 4.7 hereof shall be increased by an amount equal to the number of tons of condenser water capacity to which the Premises
is then connected multiplied by a fraction the numerator of which is the number of square feet of Rentable Area contained in the
Option Space and the denominator of which is the Rentable Area of the Premises as of the Option Space Commencement Date (other
than the Applicable Option Space).


 




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(G)
Tenant shall have the right to use additional shaft locations reasonably designated by Landlord as may be reasonably required
to connect the Option Space to the remainder of the Premises which use shall be subject to the terms and conditions of Section
3.4 hereof.


 


18.6.
Delivery.


 


(A)
Landlord shall deliver vacant and exclusive possession of the Applicable Option Space to Tenant on the Scheduled Option Space
Commencement Date; provided, however, that (x) if a Person remains in occupancy of the Applicable Option Space (or any portion
thereof) on the Scheduled Option Space Commencement Date, then Landlord, at Landlord’s expense, shall use reasonable diligence
to cause vacant and exclusive possession of the Applicable Option Space to be delivered to Tenant as promptly as reasonably practicable
thereafter (the Scheduled Option Space Commencement Date, or such later date on which Landlord delivers vacant and exclusive possession
of the Applicable Option Space to Tenant as contemplated by this Section 18.6, being referred to herein as the “Option
Space Commencement Date”), and (y) if such Person’s right to remain in occupancy of the Applicable Option Space
(or a portion thereof) terminates prior to the Scheduled Option Space Commencement Date, then Landlord shall have no liability
to Tenant (except as otherwise set forth in clause (x) above), and Tenant shall have no right to terminate or rescind this Lease
or Tenant’s exercise of the Option (except as expressly set forth in Section 18.6(B) hereof) or reduce the Rental, in each
case deriving from Landlord’s failure to deliver vacant and exclusive possession of the Applicable Option Space to Tenant
on the Scheduled Option Space Commencement Date (it being understood, however, for the avoidance of doubt, that Tenant shall have
no obligation to pay any Rental for the Applicable Option Space leased pursuant to an Option for any period prior to the Option
Space Commencement Date therefor). Landlord and Tenant intend that this Section 18.6 constitutes an “express provision to
the contrary” for purposes of Section 223-a of the New York Real Property Law.


 


(B)
If the Option Space Commencement Date for Applicable Option Space does not occur on or prior to the two hundred seventieth (270th)
day after the Scheduled Option Space Commencement Date for such Applicable Option Space, as such date may be adjourned by periods
of Unavoidable Delays (but not by more than ninety-five (95) days in the aggregate) (such date, as so adjourned, the “Option
Space Outside Date”), then Tenant shall have the right to rescind Tenant’s election to lease the Applicable Option
Space by giving notice thereof to Landlord not later than the twentieth (20th) day after the Option Space Outside Date (it being
understood that time shall be of the essence as to the date by which Tenant has the right to rescind Tenant’s election to
lease the Applicable Option Space). If Tenant exercises Tenant’s aforesaid right to rescind Tenant’s election to lease
the Applicable Option Space, then (x) the Applicable Option Space shall not be added to the Premises as contemplated by this Article
18, and (y) neither Landlord nor Tenant shall have any further obligations or liabilities in connection with such Applicable Option
Space.


 




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Article
19 

TENANT’S RIGHT TO LEASE ADDITIONAL SPACE


 


19.1.
Additional Space.


 


(A)
The term “Additional Space” shall mean the space located on a portion of the ninth (9th) floor of the Building,
as shown on Exhibit “19.1” attached hereto and made a part hereof.


 


(B)
The term “Scheduled Additional Space Commencement Date” shall mean February 1, 2025; provided, however, that
if (i) the tenant leasing the Additional Space as of the date hereof (the “Existing 9th Floor Tenant”) shall
propose to sublease the Additional Space to a third party and Landlord has the right under the lease for such Existing 9th Floor
Tenant (the “Existing 9th Floor Tenant’s Lease”) to sublease the Additional Space for the remainder of
the term of the Existing 9th Floor Tenant’s Lease or to terminate the Existing 9th Floor Tenant’s Lease with respect
to the Additional Space, or (ii) the entire Existing 9th Floor Tenant’s Lease terminates earlier than the expiration of
the term thereof on account of an event of default by or bankruptcy or insolvency of the existing tenant thereunder (and not due
to a voluntary termination mutually agreed upon between Landlord and such existing Tenant, except with respect to a termination
of the entire Existing 9th Floor Tenant’s Lease as may be voluntarily agreed upon following an event of default by or bankruptcy
or insolvency of the Existing 9th Floor Tenant), then, in either case, Landlord shall have the right to accelerate the Scheduled
Additional Space Commencement Date by giving notice thereof (“Additional Space Acceleration Notice”) to Tenant.
Landlord shall specify in the Additional Space Acceleration Notice whether Landlord is accelerating the Scheduled Additional Space
Commencement Date pursuant to clause (i) or (ii) of this Section 19.1(B).


 




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19.2.
Option.


 


Tenant
shall have the option (the “Additional Space Option”) to lease the Additional Space for a term (the “Additional
Space Term”) commencing on the Additional Space Commencement Date and expiring on the Expiration Date by giving notice
thereof (the “Additional Space Notice”) to Landlord on or prior to the earlier of (x) November 1, 2023, and
(y) the tenth (10th) day after the date that Landlord gives Tenant the Additional Space Acceleration Notice as described in Section
19.1(B) hereof to accelerate the Scheduled Additional Space Commencement Date (such date that is the tenth (10th) day after the
date Landlord gives the Additional Space Acceleration Notice to Tenant, the “Accelerated Notice Date”; such
earlier date, the “Additional Space Notice Date”). Time shall be of the essence as to the date by which Tenant
must give the Additional Space Notice to Landlord to exercise the Additional Space Option. Except as expressly set forth in this
Section 19.2, if Tenant does not give the Additional Space Notice to Landlord on or prior to the Additional Space Notice Date,
then Landlord shall thereafter have the right to lease the Additional Space (or any part thereof) to any other Person on terms
acceptable to Landlord in Landlord’s sole discretion without being required to make any other offer to Tenant regarding
the Additional Space under this Article 19. Notwithstanding the foregoing to the contrary, if (I) Landlord shall give the Additional
Space Acceleration Notice to Tenant, (II) such Additional Space Acceleration Notice shall specify that Landlord is electing to
accelerate the Scheduled Additional Space Commencement Date pursuant to clause (i) of Section 19.1(B) hereof, and (III) Tenant
does not elect to lease the Additional Space by giving the Additional Space Notice to Landlord by the Accelerated Notice Date,
then, in such event only, Tenant shall thereafter continue to have the right to lease the Additional Space subject to and in accordance
with the provisions of this Article 19 as if such Acceleration Notice was never sent (it being understood that if the Additional
Space Acceleration Notice shall specify that Landlord is electing to accelerate the Scheduled Additional Space Commencement Date
pursuant to clause (ii) of Section 19.1(B) hereof and Tenant shall fail to give the Additional Space Notice to Landlord by the
Accelerated Notice Date or if Landlord does not elect to accelerate the Scheduled Additional Space Commencement Date and Tenant
fails to give the Additional Space Notice to Landlord by the Additional Space Notice Date, then, in either case, Tenant shall
thereafter no longer have any rights to lease the Additional Space pursuant to this Article 19). Tenant shall not have the right
to revoke an Additional Space Notice given to Landlord pursuant to this Article 19; provided, however, that if (x) Tenant exercises
the Additional Space Option, and (y) Landlord subsequently exercises Landlord’s rights under Section 19.1(B) hereof to accelerate
the Scheduled Additional Space Commencement Date, then Tenant shall have the right to revoke Tenant’s exercise of the Additional
Space Option by giving notice thereof to Landlord on or prior to the fifteenth (15th) day after the date that Landlord gives Tenant
notice of such acceleration of the Scheduled Additional Space Commencement Date. Tenant shall not have the right to exercise the
Additional Space Option for only a portion of the Additional Space.


 


19.3.
Certain Limitations.


 


(A)
Tenant shall have the right to exercise the Additional Space Option only during the period that the Minimum Demise Requirement
is satisfied, the Minimum Occupancy Requirement is satisfied, and the Initial Tenant Requirement is satisfied.


 


(B)
Tenant’s exercise of the Additional Space Option shall be ineffective if, on the date that Tenant gives the Additional Space
Notice to Landlord, an Event of Default has occurred and is then continuing. If (i) Tenant exercises the Additional Space Option,
and (ii) at any time prior to the Additional Space Commencement Date, an Event of Default has occurred and is then continuing,
the Minimum Demise Requirement is not satisfied, the Minimum Occupancy Requirement is not satisfied, or the Initial Tenant Requirement
is not satisfied, then, at any time prior to the Additional Space Commencement Date, Landlord shall have the right to declare
Tenant’s exercise of the Additional Space Option ineffective by giving notice thereof to Tenant, in which case Landlord
shall have the right to lease the Additional Space (or any portion thereof) to any other Person on terms acceptable to Landlord
in Landlord’s sole discretion.


 




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(C)
Subject to the terms of this Section 19.3(C), an Additional Space Notice that Tenant gives to Landlord shall not be effective
for purposes hereof (and shall be of no force or effect) unless Tenant delivers to Landlord, on or before the thirtieth (30th)
day after the date that Tenant gives the Additional Space Notice to Landlord, an amendment to the Letter of Credit (in a form
that is reasonably satisfactory to Landlord) that increases the amount of the Letter of Credit by an amount equal to the product
obtained by multiplying (x) an amount equal to the first monthly installment of Fixed Rent for a full calendar month that becomes
payable hereunder for the Additional Space, by (y) the quotient obtained by dividing (I) the Security Amount required pursuant
to Article 26 hereof on the Additional Space Commencement Date (other than the amount of any security required to be deposited
by Tenant for the Additional Space pursuant to this Section 19.3(C)), by (II) the monthly installment of Fixed Rent that is payable
hereunder for the Premises on the Additional Space Commencement Date (other than the monthly installment of Fixed Rent that is
payable hereunder for the Additional Space). Landlord and Tenant shall calculate initially the amount of the aforesaid increase
in the Letter of Credit assuming that (1) the Fixed Rent for the Additional Space is an amount equal to the product obtained by
multiplying (I) the quotient obtained by dividing (x) the Fixed Rent that is payable hereunder at such time (other than the Fixed
Rent that is payable hereunder for the Additional Space), by (y) the number of square feet of Rentable Area comprising the Premises
at such time (other than the Rentable Area comprising the Additional Space), by (II) the number of square feet of Rentable Area
comprising the Additional Space, and (2) the Security Amount required on the Additional Space Commencement Date is the Security
Amount required on the date of the Additional Space Notice. Landlord and Tenant shall adjust the amount of the aforesaid increase
in the Letter of Credit to the extent (if any) necessary within fifteen (15) Business Days after the date that the parties determine
the Fair Market Rent for the Additional Space in accordance with the terms of Article 21 hereof and/or within fifteen (15) Business
Days after the Additional Space Commencement Date (if there is a change to the Security Amount required on the Option Space Commencement
Date in accordance with the terms of Article 26 hereof).


 


19.4.
Lease Provisions Apply.


 


If
Tenant exercises the Additional Space Option in accordance with the provisions of this Article 19, then, on the Additional Space
Commencement Date, the following provisions shall become effective:


 


(A)
The Additional Space shall be added to the Premises for purposes of this Lease (except as otherwise provided in this Section 19.4).


 


(B)
The Tax Payment for each Tax Year during the Term from and after the Additional Space Commencement Date shall be increased to
reflect the inclusion of the Additional Space in the Premises by an amount equal to the product obtained by multiplying (I) the
ratio (expressed as a percentage) that the number of square feet of Rentable Area in the Additional Space bears to the number
of square feet of Rentable Area in the Building, by (II) the excess of (x) Taxes for the applicable Tax Year, over (y) the Taxes
for the fiscal year that immediately follows the fiscal year during which the Additional Space Commencement Date occurs.


 


(C)
The Operating Expense Payment for each Operating Expense Year during the Term from and after the Additional Space Commencement
Date shall be increased to reflect the inclusion of the Additional Space in the Premises by an amount equal to the product obtained
by multiplying (I) the ratio (expressed as a percentage) that the number of square feet of Rentable Area in the Additional Space
bears to the number of square feet of Rentable Area in the Building (other than any retail portion thereof), by (II) the excess
of (x) Operating Expenses for the applicable Operating Expense Year, over (y) the Operating Expenses for the calendar year that
immediately follows the calendar year during which the Additional Space Commencement Date occurs.


 




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(D)
Landlord shall not be obligated to perform any work or make any installations in the Additional Space or grant Tenant a work allowance
therefor.


 


(E)
The Fixed Rent for the Additional Space shall be an amount equal to the Fair Market Rent therefor.


 


(F)
To the extent then available and upon Tenant’s request, the condenser water capacity that Tenant has the right to use under
Section 4.7 hereof shall be increased by an amount equal to the number of tons of condenser water capacity to which the Premises
is then connected multiplied by a fraction the numerator of which is the number of square feet of Rentable Area contained in the
Additional Space and the denominator of which is the Rentable Area of the Premises as of the Additional Space Commencement Date
(other than the Additional Space).


 


(G)
Tenant shall have the right to use additional shaft locations reasonably designated by Landlord as may be reasonably required
to connect the Additional Space to the remainder of the Premises which use shall be subject to the terms and conditions of Section
3.4 hereof.


 


19.5.
Delivery.


 


(A)
If Tenant exercises the Additional Space Option pursuant to this Article 19, then Landlord shall deliver vacant and exclusive
possession of the Additional Space to Tenant on the Scheduled Additional Space Commencement Date; provided, however, that (x)
if a Person remains in occupancy of the Additional Space (or any portion thereof) on the Scheduled Additional Space Commencement
Date, then Landlord, at Landlord’s expense, shall use reasonable diligence to cause vacant and exclusive possession of the
Additional Space to be delivered to Tenant as promptly as reasonably practicable thereafter (the Scheduled Additional Space Commencement
Date, or such later date on which Landlord delivers vacant and exclusive possession of the Additional Space to Tenant as contemplated
by this Section 19.5(A), being referred to herein as the “Additional Space Commencement Date”), and (y) if
such Person’s right to remain in occupancy of the Additional Space (or a portion thereof) terminates prior to the Scheduled
Additional Space Commencement Date, then Landlord shall have no liability to Tenant (except as otherwise set forth in clause (x)
above), and Tenant shall have no right to terminate or rescind this Lease or Tenant’s exercise of the Additional Space Option
(except as set forth in Section 19.5(B) hereof) or reduce the Rental, in each case deriving from Landlord’s failure to deliver
vacant and exclusive possession of the Additional Space to Tenant on the Scheduled Additional Space Commencement Date (it being
understood, however, for the avoidance of doubt, that Tenant shall have no obligation to pay any Rental for the Additional Space
leased for any period prior to the Additional Space Commencement Date). Landlord and Tenant intend that this Section 19.5(A) constitutes
an “express provision to the contrary” for purposes of Section 223-a of the New York Real Property Law.


 




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(B)
If the Additional Space Commencement Date does not occur on or prior to the two hundred seventieth (270th) day after the Scheduled
Additional Space Commencement Date, as such date may be adjourned by periods of Unavoidable Delays (but not by more than ninety-five
(95) days in the aggregate) (such date, as so adjourned, the “Additional Space Outside Date”), then Tenant
shall have the right to rescind Tenant’s election to lease the Additional Space by giving notice thereof to Landlord not
later than the twentieth (20th) day after the Additional Space Outside Date (it being understood that time shall be of the essence
as to the date by which Tenant has the right to rescind Tenant’s election to lease the Additional Space). If Tenant exercises
Tenant’s aforesaid right to rescind Tenant’s election to lease the Additional Space, then (x) the Additional Space
shall not be added to the Premises as contemplated by this Article 19, and (y) neither Landlord nor Tenant shall have any further
obligations or liabilities in connection with the Additional Space.


 


Article
20

RENEWAL


 


20.1.
Renewal Option.


 


(A)
Subject to the terms of this Article 20, Tenant shall have the option (the “Renewal Option”) to extend the
term of this Lease for the entire Premises demised by this Lease on the Fixed Expiration Date for one (1) additional period of
five (5) years (the “Renewal Term”), which Renewal Term shall commence on the day immediately succeeding the
Fixed Expiration Date (the “Renewal Term Commencement Date”) and end on the day that is five (5) years after
the Fixed Expiration Date, provided that as of the date that Tenant gives Landlord notice (the “Renewal Notice”)
of Tenant’s election to exercise the Renewal Option: (a) this Lease has not been previously terminated, (b) no monetary
or material non-monetary Event of Default has occurred and is then continuing, (c) the Minimum Demise Requirement is satisfied,
(d) the Minimum Occupancy Requirement is satisfied, and (e) the Initial Tenant Requirement is satisfied.


 


(B)
The Renewal Option shall be exercisable only by Tenant’s delivering the Renewal Notice to Landlord not later than the four
hundred fiftieth (450th) day before the Fixed Expiration Date (as to which date time shall be of the essence). Landlord shall
have the right to declare Tenant’s exercise of the Renewal Option ineffective if as of the Fixed Expiration Date: (a) a
monetary or material non-monetary Event of Default has occurred and is then continuing, (b) the Minimum Demise Requirement is
not satisfied, (c) the Minimum Occupancy Requirement is not satisfied, or (d) the Initial Tenant Requirement is not satisfied,
in any case by giving notice thereof to Tenant during the period commencing on the Fixed Expiration Date and ending on the date
that is fifteen (15) days after the Fixed Expiration Date (it being understood that (x) if Landlord so declares Tenant’s
exercise of the Renewal Option ineffective, then the Term shall terminate on the fifteenth (15th) day after the date that Landlord
gives Tenant notice of such declaration (in which case Tenant shall pay the Rental due hereunder in respect of the Renewal Term
to the extent accruing during the period commencing on the first day of the Renewal Term and ending on the date that the Term
so terminates), and (y) nothing contained in this Section 20.1(B) limits Landlord’s other rights or remedies after the occurrence
of an Event of Default).


 




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20.2.
Lease Provisions Apply.


 


If
Tenant exercises the Renewal Option, then the leasing of the Premises during the Renewal Term shall be upon the terms set forth
herein, except that:


 


(A)
the Fixed Rent for the Premises during the Renewal Term shall be the Fair Market Rent thereof;


 


(B)
(x) the Base Tax Year shall be the Tax Year during which the Renewal Term Commencement Date Occurs, and (y) the Base Operating
Expense Year shall be the calendar year during which the Renewal Term Commencement Date occurs.


 


(C)
Landlord shall have no obligation to perform any work in connection with Tenant’s exercise of the Renewal Option;


 


(D)
Landlord shall have no obligation to grant to Tenant any work allowance in connection with Tenant’s exercise of the Renewal
Option; and


 


(E)
the provisions of this Article 20 shall not be applicable to permit Tenant to further extend the Term.


 


Article
21 

FAIR MARKET RENT


 


21.1.
Certain Definitions.


 


(A)
The term “Fair Market Rent” shall mean annual fair market rental value.


 


(B)
The term “Applicable Area” shall mean:


 


(1)
the Premises, in connection with the determination of the Fair Market Rent thereof,


 


(2)
the Applicable Option Space, in connection with the determination of the Fair Market Rent thereof, and


 


(3)
the Additional Space, in connection with the determination of the Fair Market Rent thereof.


 


(C)
The term “Applicable Date” shall mean:


 


(1)
the Fixed Expiration Date, in connection with the determination of the Fair Market Rent of the Premises,


 


(2)
the applicable Scheduled Option Space Commencement Date, in connection with the determination of the Fair Market Rent for the
Applicable Option Space, and


 




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(3)
the Scheduled Additional Space Commencement Date, in connection with the determination of the Fair Market Rent for the Additional
Space.


 


21.2.
Fair Market Rent Assumptions.


 


The
Fair Market Rent shall be determined as of the Applicable Date assuming that the Applicable Area is free and clear of all leases
and tenancies (including this Lease), that the Applicable Area is available for the purposes permitted by this Lease in the then
rental market, that Landlord has had a reasonable time to locate a tenant, and that neither Landlord nor the prospective tenant
is under any compulsion to rent, and taking into account all relevant factors.


 


21.3.
Fair Market Procedure.


 


If
Tenant exercises the Renewal Option, Tenant exercises the Option for the Applicable Option Space, or Tenant exercises an Additional
Space Option, then Landlord and Tenant shall each deliver simultaneously to the other, at Landlord’s office, a notice (each,
a “Rent Notice”), on a date mutually agreed upon, but in no event later than:


 


(1)
one hundred eighty (180) days before the Fixed Expiration Date, with respect to the Rent Notice for the determination of the Fair
Market Rent for the Premises,


 


(2)
the later to occur of (I) three (3) months before the Scheduled Option Space Commencement Date, and (II) the thirtieth (30th)
day after the date that Tenant gives the applicable Option Response Notice to Landlord, with respect to the Rent Notice for the
determination of the Fair Market Rent for the Applicable Option Space, and


 


(3)
the later to occur of (I) three (3) months before the Scheduled Additional Space Commencement Date, and (II) the thirtieth (30th)
day after the date that Tenant gives the Additional Space Notice to Landlord, with respect to the Rent Notice for the determination
of the Fair Market Rent for the Additional Space,


 


as
the case may be, which Rent Notice shall set forth each of their respective determinations of the Fair Market Rent (Landlord’s
determination of the Fair Market Rent is referred to as “Landlord’s Determination” and Tenant’s
determination of the Fair Market Rent is referred to as “Tenant’s Determination”). If (i) Landlord fails
to give Landlord’s Determination to Tenant, and (ii) Tenant tenders Tenant’s Determination to Landlord, then the Fair
Market Rent for the Applicable Area shall be Tenant’s Determination. If (i) Tenant fails to give Tenant’s Determination
to Landlord, and (ii) Landlord tenders Landlord’s Determination to Tenant, then the Fair Market Rent for the Applicable
Area shall be Landlord’s Determination.


 




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(B)
If Tenant’s Determination and Landlord’s Determination are less than five percent (5%) apart, then the Fair Market
Rent for the Applicable Area shall be the average of Landlord’s Determination and Tenant’s Determination. If Tenant’s
Determination and Landlord’s Determination are five percent (5%) or more apart, then Landlord and Tenant shall attempt in
good faith to agree upon the Fair Market Rent for a period of thirty (30) days after the date that Landlord gives Landlord’s
Determination to Tenant, and Tenant gives Tenant’s Determination to Landlord. If Landlord and Tenant do not agree on the
Fair Market Rent for the Applicable Area within thirty (30) days after the date that Landlord gives Landlord’s Determination
to Tenant, and the date that Tenant gives Tenant’s Determination to Landlord, then Landlord and Tenant shall select jointly
an independent real estate appraiser that (i) neither Landlord nor Tenant, nor any of their respective Affiliates, has engaged
during the immediately preceding period of three (3) years, and (ii) has at least ten (10) years of experience in leasing properties
that are similar in character to the Building (such appraiser being referred to herein as the “Appraiser”).
Landlord and Tenant shall each pay fifty percent (50%) of the Appraiser’s fee. If Landlord and Tenant do not agree on the
Appraiser within ten (10) days after the last day of such period of thirty (30) days, then either party shall have the right to
institute an Expedited Arbitration Proceeding for the sole purpose of designating the Appraiser.


 


(C)
The parties shall instruct the Appraiser to (i) conduct the hearings and investigations that he or she deems appropriate, and
(ii) choose either Landlord’s Determination or Tenant’s Determination as the better estimate of Fair Market Rent for
the Applicable Area, within thirty (30) days after the date that the Appraiser is designated. The Appraiser’s aforesaid
choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any,
in connection with the procedure described in this Article 21. The Appraiser shall not have the power to supplement or modify
any of the provisions of this Lease.


 


(D)
If the final determination of the Fair Market Rent is not made on or before the Applicable Date in accordance with the provisions
of this Article 21, then, pending such final determination, the Fair Market Rent shall be deemed to be an amount equal to the
average of Landlord’s Determination and Tenant’s Determination. If, based upon the final determination hereunder of
the Fair Market Rent, the payments made by Tenant on account of the Rental for the period prior to the final determination of
the Fair Market Rent were less than the Rental payable for such period, then Tenant, not later than the thirtieth (30th) day after
Landlord’s demand therefor, shall pay to Landlord the amount of such deficiency, together with interest thereon at the Base
Rate. If, based upon the final determination of the Fair Market Rent, the payments made by Tenant on account of the Rental for
the period prior to the final determination of the Fair Market Rent were more than the Rental due hereunder for such period, then
Landlord, not later than the thirtieth (30th) day after Tenant’s demand therefor, shall pay such excess to Tenant, together
with interest thereon at the Base Rate (it being agreed that if Landlord fails to make such payment within forty-five (45) days
after Tenant’s demand therefor, then Tenant shall have the right to apply against the Rental thereafter coming due hereunder
a credit in an aggregate amount equal to such excess and such interest, until such credit is exhausted).


 


Article
22 

DEFAULT


 


22.1.
Events of Default.


 


The
term “Event of Default” shall mean the occurrence of any of the following events:


 


(A)
Tenant fails to pay any installment of Rental when due and such failure continues for five (5) Business Days after the date that
Landlord gives notice of such failure to Tenant;


 




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(B)
a Permitted Party’s interest under the applicable Occupancy Agreement devolves upon or passes to any other Person, whether
by operation of law or otherwise, except as expressly permitted under Article 17 hereof, and such Transfer is not reversed within
ten (10) days after the date that such Transfer occurs;


 


(C)
Tenant defaults in respect of Tenant’s obligations under Section 4.11 hereof, and such default continues for more than three
(3) Business Days after Landlord gives Tenant notice thereof;


 


(D)
Tenant defaults in respect of Tenant’s obligations under Section 7.5(A)(4) hereof, and such default continues for more than
five (5) Business Days after Landlord gives Tenant notice thereof;


 


(E)
(i) Landlord presents the Letter of Credit for payment in accordance with the terms hereof, (ii) the issuer thereof fails to make
payment thereon in accordance with the terms thereof, and (iii) either Tenant or such issuer fails to make such payment to Landlord
within two (2) Business Days after the date that Landlord gives Tenant notice of such failure of such issuer;


 


(F)
Tenant fails to provide Landlord with a replacement Letter of Credit after Landlord presents the Letter of Credit for payment
to apply the proceeds thereof after the occurrence of an Event of Default as provided in Section 26.2 hereof within five (5) Business
Days after the date that Landlord gives Tenant notice demanding that Tenant provide such replacement;


 


(G)
an Insolvency Event occurs;


 


(H)
Tenant defaults in the observance or performance of any other covenant of this Lease on Tenant’s part to be observed or
performed and Tenant fails to remedy such default within thirty (30) days after Landlord gives Tenant notice thereof, except that
if (i) such default cannot be remedied with reasonable diligence during such period of thirty (30) days, (ii) Tenant takes reasonable
steps during such period of thirty (30) days to commence Tenant’s remedying of such default, and (iii) Tenant prosecutes
diligently Tenant’s remedying of such default to completion, then an Event of Default shall not occur by reason of such
default; or


 


(I)
the Premises are abandoned; provided, however, that if (i) Tenant continues to comply with all provisions of this Lease (including,
but not limited to, the obligation to pay any Rental due hereunder, Tenant’s repair and maintenance obligations and Tenant’s
obligation to maintain insurance) or (ii) during any period in which there is an abatement of Fixed Rent due hereunder, Tenant
has not notified Landlord or Landlord is not otherwise aware of Tenant’s unwillingness or inability to fulfill its obligations
hereunder, then Tenant’s failure to occupy the Premises shall not be deemed abandonment.


 




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22.2.
Termination.


 


If
(1) an Event of Default occurs, and (2) Landlord, at any time thereafter, at Landlord’s option, gives a notice to Tenant
stating that this Lease and the Term shall expire and terminate on the eleventh (11th) Business Day after the date that Landlord
gives Tenant such notice, then this Lease and the Term and all rights of Tenant under this Lease shall expire and terminate as
of the eleventh (11th) Business Day after the date that Landlord gives Tenant such notice, and Tenant immediately shall quit and
surrender the Premises, but Tenant shall nonetheless remain liable for all of its obligations hereunder, as provided in Article
24 hereof and Article 25 hereof; provided, however, that if the Event of Default derives from an Insolvency Event, then the provisions
of Article 23 hereof shall apply. Notwithstanding anything to the contrary contained in this Article 22, in the event of a monetary
default by Tenant under this Lease, Landlord retains its right to avail itself of any and all remedies provided for in Section
711(2) of the New York Real Property Actions and Proceedings Law (the “RPAPL”) and, in the event that Landlord
elects to avail itself of its rights thereunder, no Event of Default need be declared by Landlord and no notices need be served
by Landlord under this Article 22 or this Lease, instead, in such instances, Landlord shall be required to serve upon Tenant only
such notice(s) as may be required by said Section 711(2) of the RPAPL, including, without limitation, a statutory demand for rent;
provided however, that in no event shall Landlord be entitled to terminate this Lease as a result of Tenant’s monetary default
unless and until such failure becomes an Event of Default pursuant to Section 22.1 hereof without regard to this Section 22.2.


 


Article
23 

TENANT’S INSOLVENCY


 


23.1.
Assignments pursuant to the Bankruptcy Code.


 


(A)
The term “Bankruptcy Code” shall mean 11 U.S.C. Section 101 et seq., or any statute of similar nature and purpose.


 


(B)
If Tenant, Tenant’s trustee or Tenant as debtor-in-possession (each, an “Insolvency Party”) proposes
to assign the tenant’s interest hereunder pursuant to the provisions of the Bankruptcy Code to any Person that has made
a bona fide offer to accept an assignment of the tenant’s interest under this Lease on terms acceptable to Tenant,
then the Insolvency Party shall give to Landlord notice of such proposed assignment no later than twenty (20) days after the date
that the Insolvency Party receives such offer, but in any event no later than ten (10) days before the date that the Insolvency
Party makes application to a court of competent jurisdiction for authority and approval to consummate such assignment. Such notice
given by the Insolvency Party to Landlord shall (a) set forth the name and address of such Person that has made such bona fide
offer, (b) set forth all of the terms and conditions of such bona fide offer, and (c) confirm that such Person will
provide to Landlord adequate assurance of future performance that conforms with the terms of Section 23.1(D) hereof. Landlord
shall have the right to accept an assignment of this Lease upon the same terms and conditions and for the same consideration,
if any, as the bona fide offer made by such Person (less any brokerage commissions that would otherwise be payable by the
Insolvency Party out of the consideration to be paid by such Person in connection with such assignment of the tenant’s interest
under this Lease), by giving notice thereof to the Insolvency Party at any time prior to the effective date of such proposed assignment.


 




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(C)
Tenant shall pay to Landlord an amount equal to the reasonable Out-of-Pocket Costs that Landlord incurs in connection with Tenant’s
assignment of the tenant’s interest hereunder pursuant to the provisions of the Bankruptcy Code, within thirty (30) days
after Landlord’s submission to Tenant of an invoice therefor that contains reasonable supporting documentation for the charges
described therein.


 


(D)
A Person that submits a bona fide offer to take by assignment the tenant’s interest under this Lease as described
in Section 23.1(B) hereof shall be deemed to have provided Landlord with adequate assurance of future performance only if such
Person (a) deposits with Landlord simultaneously with such assignee’s taking by assignment the tenant’s interest under
this Lease an amount equal to the then annual Fixed Rent, as security for the faithful performance and observance by such assignee
of the tenant’s obligations of this Lease (and such Person gives to Landlord, at least five (5) days prior to the date that
the proposed assignment becomes effective, information reasonably satisfactory to Landlord that indicates that such Person has
the ability to post such deposit), (b) gives to Landlord, at least five (5) days prior to the date that the proposed assignment
becomes effective, such Person’s financial statements, audited by a certified public accountant in accordance with GAAP,
for the three (3) fiscal years that immediately precede such assignment, that indicate that such Person has a tangible net worth
of at least ten (10) times the then annual Fixed Rent for each of such three (3) years, and (c) gives to Landlord, at least five
(5) days prior to the date that the proposed assignment becomes effective, such other information or takes such action that in
either case Landlord, in its reasonable judgment, determines is necessary to provide adequate assurance of the performance by
such assignee of the obligations of the tenant under this Lease; provided, however, that in no event shall such adequate assurance
of future performance be less favorable to Landlord than the assurance contemplated by Section 365(b)(3) of the Bankruptcy Code
(notwithstanding that this Lease may not be construed as a lease of real property in a shopping center).


 


(E)
If Tenant’s interest under this Lease is assigned to any Person pursuant to the provisions of the Bankruptcy Code, then
any such assignee shall (x) be deemed without further act or deed to have assumed all the obligations of the tenant arising under
this Lease from and after the date of such assignment, and (y) execute and deliver to Landlord upon demand an instrument confirming
such assumption.


 


(F)
Nothing contained in this Article 23 limits Landlord’s rights against Tenant under Article 17 hereof.


 




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23.2.
Replacement Lease.


 


If
(i) Tenant is not the Person that constituted Tenant initially, and (ii) either (I) this Lease is disaffirmed or rejected pursuant
to the Bankruptcy Code, or (II) this Lease terminates by reason of occurrence of an Insolvency Event, then, subject to the terms
of this Section 23.2, the Persons that constituted Tenant hereunder previously, including, without limitation, the Person that
constituted Tenant initially (each such Person that previously constituted Tenant hereunder (but does not then constitute Tenant
hereunder), and with respect to which Landlord exercises Landlord’s rights under this Section 23.2, being referred to herein
as a “Predecessor Tenant”) shall (1) pay to Landlord the aggregate Rental that is then due and owing by Tenant
to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (2) enter into a new
lease, between Landlord, as landlord, and the Predecessor Tenant, as tenant, for the Premises, and for a term commencing on the
effective date of such disaffirmance, rejection or termination and ending on the Fixed Expiration Date (or the last day of the
Renewal Term, if such disaffirmance, rejection or termination occurs during the Renewal Term), at the same Fixed Rent and upon
the then executory terms that are contained in this Lease, except that (a) the Predecessor Tenant’s rights under the new
lease shall be subject to the possessory rights of Tenant under this Lease and the possessory rights of any Person claiming by,
through or under Tenant or by virtue of any statute or of any order of any court, and (b) such new lease shall require all defaults
existing under this Lease to be cured by the Predecessor Tenant with reasonable diligence. Landlord shall have the right to require
the Predecessor Tenant to execute and deliver such new lease on the terms set forth in this Section 23.2 only by giving notice
thereof to Tenant and to the Predecessor Tenant within thirty (30) days after Landlord receives notice of any such disaffirmance
or rejection (or, if this Lease terminates by reason of Landlord making an election to do so, then Landlord may exercise such
right only by giving such notice to Tenant and the Predecessor Tenant within thirty (30) days after this Lease so terminates).
If the Predecessor Tenant defaults in its obligation to enter into said new lease for a period of ten (10) days following Landlord’s
request therefor, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord
shall have the same rights and remedies against such Predecessor Tenant as if such Predecessor Tenant had entered into such new
lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of such Predecessor Tenant’s
default thereunder.


 


23.3.
Insolvency Events.


 


This
Lease shall terminate automatically upon the occurrence of any of the following events:


 


(A)
a Tenant Obligor commences or institutes any case, proceeding or other action (a) seeking relief on its behalf as debtor, or to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (b) seeking appointment of a receiver, trustee,
custodian or other similar official for it or for all or any substantial part of its property; or


 


(B)
a Tenant Obligor makes a general assignment for the benefit of creditors; or


 


(C)
any case, proceeding or other action is commenced or instituted against a Tenant Obligor (a) seeking to have an order for relief
entered against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (b)
seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its
property, which in either of such cases (i) results in any such entry of an order for relief, adjudication of bankruptcy or insolvency
or such an appointment or the issuance or entry of any other order having a similar effect, and (ii) remains undismissed for a
period of sixty (60) days; or


 




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(D)
any case, proceeding or other action is commenced or instituted against a Tenant Obligor seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of its property which results in the entry of an order
for any such relief which is not vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry
thereof; or


 


(E)
a Tenant Obligor takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the
acts set forth in clauses (A), (B), (C), or (D) above; or


 


(F)
a trustee, receiver or other custodian is appointed for any substantial part of a Tenant Obligor’s assets, and such appointment
is not vacated or stayed within fifteen (15) Business Days (the events described in this Section 23.3 being collectively referred
to herein as “Insolvency Events”).


 


The
term “Tenant Obligor” shall mean (a) Tenant, (b) any Person that comprises Tenant (if Tenant is comprised of
more than one (1) Person), (c) any partner in Tenant (if Tenant is a general partnership), (d) any general partner in Tenant (if
Tenant is a limited partnership), (e) any Person that has guarantied all or any part of the obligations of Tenant hereunder, and
(f) any Person that previously constituted Tenant hereunder. If this Lease terminates pursuant to this Section 23.3, then (I)
Tenant immediately shall quit and surrender the Premises, and (II) Tenant shall nonetheless remain liable for all of its obligations
hereunder, as provided in Article 24 hereof and Article 25 hereof.


 


23.4.
Effect of Stay.


 


Notwithstanding
anything to the contrary contained herein, if (i) Landlord’s right to terminate this Lease after the occurrence of an Event
of Default, or the termination of this Lease upon the occurrence of an Insolvency Event, is stayed by order of any court having
jurisdiction over an Insolvency Event, or by federal or state statute, (ii) the trustee appointed in connection with an Insolvency
Event, or Tenant or Tenant as debtor-in-possession, fails to assume Tenant’s obligations under this Lease on or prior to
the earliest to occur of (a) the last day of the period prescribed therefor by law, (b) the one hundred twentieth (120th) day
after entry of the order for relief, or (c) a date that is otherwise designated by the court, or (iii) said trustee, Tenant or
Tenant as debtor-in-possession fails to provide adequate protection of Landlord’s right, title and interest in and to the
Premises or adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease
as provided in Section 23.1(D) hereof, then Landlord, to the extent permitted by law or by leave of the court having jurisdiction
over such proceeding, shall have the right, at its election, to terminate this Lease on five (5) Business Days of advance notice
to Tenant, Tenant as debtor-in-possession or said trustee, and, upon the expiration of said period of five (5) Business Days,
this Lease shall cease and expire as aforesaid and Tenant, Tenant as debtor-in-possession or said trustee shall immediately quit
and surrender the Premises as aforesaid.


 




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23.5.
Rental for Bankruptcy Purposes.


 


Notwithstanding
anything contained in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease,
regardless of whether such amounts are expressly denominated as Rental, shall constitute rent for the purposes of Section 502(b)(6)
of the Bankruptcy Code, and Tenant’s payment obligations with respect thereto shall constitute obligations to be timely
performed pursuant to Section 365(d) of the Bankruptcy Code.


 


Article
24 

REMEDIES AND DAMAGES


 


24.1.
Certain Remedies.


 


(A)
If (x) an Event of Default occurs and this Lease and the Term expires and comes to an end as provided in Article 22 hereof, or
(y) this Lease terminates as provided in Section 23.3 hereof, then:


 


(1)
Tenant shall immediately quit and peacefully surrender the Premises to Landlord, and Landlord and its agents may, without prejudice
to any other remedy which Landlord may have, (a) re-enter the Premises or any part thereof, without notice, either by summary
proceedings, or by any other applicable action or proceeding, or by lawful force (without being liable to indictment, prosecution
or damages therefor), (b) repossess the Premises and dispossess Tenant and any other Persons from the Premises, and (c) remove
any and all of their property and effects from the Premises; and


 


(2)
Landlord, at Landlord’s option, may relet the whole or any portion or portions of the Premises from time to time, either
in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Fixed Expiration
Date, at such rental or rentals and upon such other conditions, which may include concessions and free rent periods, as Landlord,
in its sole discretion, may determine.


 


(B)
Landlord shall have no obligation to relet the Premises or any part thereof and shall not be liable for refusal or failure to
relet the Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due
upon any such reletting. Any such refusal or failure on Landlord’s part shall not relieve Tenant of any liability under
this Lease or otherwise affect any such liability. Landlord, at Landlord’s option, may make such repairs, replacements,
alterations, additions, improvements, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion,
considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any
liability under this Lease or otherwise affecting any such liability.


 


(C)
In the event of a breach or reasonable threat of breach by Tenant, or any Persons claiming by, through or under Tenant, of any
term, covenant or condition of this Lease, Landlord shall have the right to (1) enjoin or restrain such breach, (2) invoke any
other remedy allowed by law or in equity as if re-entry, summary proceedings and other special remedies were not provided in this
Lease for such breach, and (3) seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease.
The right to invoke the remedies hereinbefore set forth are cumulative and nonexclusive and shall not preclude Landlord from invoking
any other remedy allowed at law or in equity.


 




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24.2.
No Redemption.


 


Tenant,
on its own behalf and on behalf of all Persons claiming by, through or under Tenant, including all creditors, does hereby waive
any and all rights which Tenant and all such Persons might have under any present or future law to redeem the Premises, or to
re-enter or repossess the Premises, or to restore the operation of this Lease, after (a) Tenant has been dispossessed by a judgment
or by warrant of any court or judge, or (b) any re-entry by Landlord, or (c) any expiration or termination of this Lease and the
Term, whether such dispossess, re-entry, expiration or termination is by operation of law or pursuant to the provisions of this
Lease. The words “re-enter,” “re-entry” and “re-entered” as used in this Lease shall not be
deemed to be restricted to their technical legal meanings.


 


24.3.
Calculation of Damages.


 


(A)
If this Lease terminates by reason of the occurrence of an Event of Default or by reason of the occurrence of an Insolvency Event,
then Tenant shall pay to Landlord, on demand, and Landlord shall be entitled to recover:


 


(1)
all Rental payable under this Lease by Tenant to Landlord (x) to the date that this Lease terminates, or (y) to the date of re-entry
upon the Premises by Landlord, as the case may be;


 


(2)
the excess of (a) the Rental for the period which otherwise would have constituted the unexpired portion of the Term, over (b)
the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of clause (2) of Section 24.1(A)
hereof for any part of such period (such excess being referred to herein as a “Deficiency”), as damages (it
being understood that (x) such net amount described in clause (b) above shall be calculated by deducting from the rents collected
under any such reletting all of Landlord’s expenses in connection with the termination of this Lease, Landlord’s re-entry
upon the Premises and such reletting, including, but not limited to, all repossession costs, brokerage commissions, legal expenses,
attorneys’ fees and disbursements, alteration costs, contributions to work and other expenses of preparing the Premises
for such reletting, (y) any such Deficiency shall be paid in monthly installments by Tenant on the days specified in this Lease
for payment of installments of Fixed Rent or Escalation Rent (as the case may be), and (z) Landlord shall be entitled to recover
from Tenant each monthly Deficiency as it arises, and no suit to collect the amount of the Deficiency for any month shall prejudice
Landlord’s right to collect the Deficiency for any subsequent month by a similar proceeding); and


 




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(3)
regardless of whether Landlord has collected any monthly Deficiency as aforesaid, and in lieu of any further Deficiency, as and
for liquidated and agreed final damages, an amount equal to the excess (if any) of (a) the Rental for the period which otherwise
would have constituted the unexpired portion of the Term (commencing on the date immediately succeeding the last date with respect
to which a Deficiency, if any, was collected), over (b) the then fair and reasonable net effective rental value of the Premises
for the same period (which is calculated by (X) deducting from the fair and reasonable rental value of the Premises the customary
expenses that Landlord would reasonably expect to incur in reletting the Premises, including, but not limited to, all repossession
costs, brokerage commissions, legal expenses, attorneys’ fees and disbursements, alteration costs, contributions to work
and other expenses of preparing the Premises for such reletting, and (Y) taking into account the time period that Landlord would
reasonably require to consummate a reletting of the Premises to a new tenant), both discounted to present value at the Base Rate.
If, before presentation of proof of such liquidated damages to any court, commission or tribunal, the Premises, or any part thereof,
have been relet by Landlord to any Person other than an Affiliate of Landlord for the period which otherwise would have constituted
the unexpired portion of the Term, or any part thereof, then the amount of rent reserved upon such reletting shall be deemed,
prima facie, to be the fair and reasonable rental value of the Premises (or the applicable part thereof) so relet during the term
of the reletting.


 


(B)
If the Premises, or any part thereof, are relet together with other space in the Building, then the rents collected or reserved
under any such reletting and the expenses of any such reletting shall be equitably apportioned for the purposes of this Section
24.3. Tenant acknowledges and agrees that in no event shall it be entitled to any rents collected or payable under any reletting,
regardless of whether such rents exceed the Rental reserved in this Lease.


 


(C)
Nothing contained in this Article 24 shall be deemed to limit or preclude the recovery by Landlord from Tenant of the maximum
amount allowed to be obtained as damages by any applicable statute or rule of law, or of any sums or damages to which Landlord
may be lawfully entitled in addition to the damages set forth in this Section 24.3.


 


Article
25 

LANDLORD’S EXPENSES AND LATE CHARGES


 


25.1.
Landlord’s Costs.


 


(A)
Tenant shall pay to Landlord an amount equal to the reasonable Out-of-Pocket Costs that Landlord incurs in instituting or prosecuting
any legal proceeding against Tenant (or any other Person claiming by, through or under Tenant) to the extent that such legal proceeding
derives from the occurrence of an Event of Default, together with interest thereon calculated at the Applicable Rate from the
date that Landlord incurs such costs, within thirty (30) days after Landlord gives to Tenant an invoice therefor (it being understood
that (x) Landlord shall have the right to collect such amount from Tenant as additional rent to the extent that Landlord incurs
such costs during the Term and as damages to the extent that Landlord incurs such costs after the Expiration Date, and (y) the
amount that Landlord has the right to collect from Tenant under this Section 25.1(A) shall be adjusted appropriately to reflect
the extent to which Landlord is successful in such legal proceeding).


 




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(B)
Tenant shall pay to Landlord an amount equal to the reasonable Out-of-Pocket Costs that Landlord incurs in defending successfully
against a claim made by Tenant (or any other Person claiming by, through or under Tenant) against Landlord that relates to this
Lease in a legal proceeding, together with interest thereon calculated at the Applicable Rate from the date that Landlord incurs
such costs, within thirty (30) days after Landlord gives to Tenant an invoice therefor (it being understood that (x) Landlord
shall have the right to collect such amount from Tenant as additional rent to the extent that Landlord incurs such costs during
the Term and as damages to the extent that Landlord incurs such costs after the Expiration Date, and (y) the amount that Landlord
has the right to collect from Tenant under this Section 25.1(B) shall be adjusted appropriately to reflect the extent to which
Landlord is successful in defending against such claim).


 


25.2.
Tenant’s Costs.


 


(A)
Landlord shall pay to Tenant an amount equal to the reasonable Out-of-Pocket Costs that Tenant incurs in instituting or prosecuting
any legal proceeding against Landlord to the extent that such legal proceeding derives from the occurrence of Landlord’s
default hereunder, together with interest thereon calculated at the Applicable Rate from the date that Tenant incurs such costs,
within thirty (30) days after Tenant gives to Landlord an invoice therefor together with reasonable supporting documentation therefor
(it being understood that (x) Tenant shall have the right to collect such amount from Landlord as damages and (y) the amount that
Tenant has the right to collect from Landlord under this Section 25.2(A) shall be adjusted appropriately to reflect the extent
to which Tenant is successful in such legal proceeding).


 


(B)
Landlord shall pay to Tenant an amount equal to the reasonable Out-of-Pocket Costs that Tenant incurs in defending successfully
against a claim made by Landlord against Tenant that relates to this Lease in a legal proceeding, together with interest thereon
calculated at the Applicable Rate from the date that Tenant incurs such costs, within thirty (30) days after Tenant gives to Landlord
an invoice therefor together with reasonable supporting documentation therefor (it being understood that (x) Tenant shall have
the right to collect such amount from Landlord as damages and (y) the amount that Tenant has the right to collect from Landlord
under this Section 25.2(B) shall be adjusted appropriately to reflect the extent to which Tenant is successful in defending against
such claim).


 


25.3.
Interest on Late Payments.


 


If
Tenant fails to pay any item of Rental on or prior to the third (3rd) day after the date that such payment is due, then Tenant
shall pay to Landlord, in addition to such item of Rental, as a late charge and as additional rent, an amount equal to interest
at the Applicable Rate on the amount unpaid, computed from the date such payment was due to and including the date of payment,
provided that no such late charge shall be due the first time Tenant makes a late payment in each twelve (12) month period. Nothing
contained in this Section 25.3 limits Landlord’s rights and remedies, by operation of law or otherwise, after the occurrence
of an Event of Default.


 




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Article
26 

SECURITY


 


26.1.
Security Deposit.


 


Subject
to the terms of this Article 26, Tenant, on the date hereof, shall deposit with Landlord, as security for the performance of Tenant’s
obligations under this Lease, an unconditional, irrevocable and transferable letter of credit (the “Letter of Credit”)
that (i) is in the amount of Four Million One Hundred Twenty-Eight Thousand One Hundred Fifty Dollars and No Cents ($4,128,150.00)
(the “Security Amount”) (which amount shall be adjusted in accordance with the provisions of Section 26.6 hereof),
(ii) is in a form that is reasonably satisfactory to Landlord, (iii) is issued for a term of not less than one (1) year, (iv)
is issued for the account of Landlord, (v) automatically renews for periods of not less than one (1) year unless the issuer thereof
otherwise advises Landlord on or prior to the thirtieth (30th) day before the applicable expiration date, (vi) allows Landlord
the right to draw thereon in part from time to time or in full, and (vii) is issued by, and drawn on, a bank that (a) has a Standard
& Poor’s rating of at least “AA” (or, if Standard & Poor’s hereafter ceases the publication of
ratings for banks, a rating of a reputable rating agency as reasonably designated by Landlord that most closely approximates a
Standard & Poor’s rating of “AA” as of the date hereof), (b) has not been declared insolvent or placed into
receivership in either case by Federal Deposit Insurance Corporation or another governmental entity that has regulatory authority
over such bank, and (c) that either (I) has an office in the city where the Building is located at which Landlord can present
the Letter of Credit for payment, or (II) has an office in the United States and allows Landlord to draw upon the Letter of Credit
without presenting a draft in person (such as, for example, by submitting a draft by fax or overnight delivery service) (the aforesaid
requirements for the bank that issues the Letter of Credit being collectively referred to herein as the “Bank Requirements”).
Landlord hereby approves of JP Morgan Chase as the Letter of Credit issuing bank on the date hereof. Landlord hereby approves
of the form of Letter of Credit attached hereto as Exhibit “26.1”.


 


26.2.
Landlord’s Rights.


 


If
(a) an Event of Default occurs and is continuing, (b) an Insolvency Event occurs, or (c) Tenant fails to vacate the Premises and
surrender possession thereof in accordance with the terms of this Lease upon the Expiration Date, then Landlord may present the
Letter of Credit for payment and apply the proceeds thereof (i) to the payment of any Rental that then remains unpaid, or (ii)
to any damages to which Landlord is entitled hereunder and that Landlord incurs by reason of such Event of Default or such Insolvency
Event or Tenant’s aforesaid failure to vacate the Premises or surrender possession thereof in accordance with the terms
of this Lease upon the Expiration Date. If Landlord so applies any part of the proceeds of the Letter of Credit prior to the Expiration
Date, then Tenant, within five (5) Business Days after Landlord’s demand, shall provide Landlord with a replacement Letter
of Credit so that Landlord has the full amount of the required security at all times during the Term. If at any time the issuer
of the Letter of Credit does not meet the Bank Requirements (it being understood that if Standard & Poor’s hereafter
ceases the publication of ratings for banks, the parties, in determining whether the issuer of the Letter of Credit meets the
Bank Requirements, shall substitute for the rating of Standard & Poor’s a rating of a reputable rating agency as reasonably
designated by Landlord that most closely approximates a Standard & Poor’s rating of “AA” as of the date
hereof), then Tenant shall deliver to Landlord a replacement Letter of Credit, issued by a bank that satisfies the Bank Requirements
(and otherwise meets the requirements set forth in Section 26.1 hereof) within fifteen (15) Business Days after the date that
Landlord gives Tenant notice of such issuer’s failure to satisfy the Bank Requirements. If Tenant fails to deliver to Landlord
such replacement Letter of Credit within such period of fifteen (15) Business Days, then Landlord, in addition to Landlord’s
other rights at law, in equity or as otherwise set forth herein, shall have the right to present the Letter of Credit for payment
and retain the proceeds thereof as security in lieu of the Letter of Credit (it being agreed that Landlord shall have the right
to use, apply and transfer such proceeds in the manner described in this Article 26). Tenant shall reimburse Landlord for any
reasonable costs that Landlord incurs in so presenting the Letter of Credit for payment within thirty (30) days after Landlord
submits to Tenant an invoice therefor. Nothing contained in this Section 26.2 limits Landlord’s rights or remedies in equity,
at law, or as otherwise set forth herein.


 




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26.3.
Return of Security.


 


Landlord
shall return to Tenant the Letter of Credit (to the extent not theretofore presented for payment in accordance with the terms
hereof) and/or the cash proceeds thereof then being held by Landlord and not applied as aforesaid, within thirty (30) days after
Tenant performs (or Landlord has applied the proceeds of the Letter of Credit for, if later) all of the obligations of Tenant
hereunder upon the expiration or earlier termination of the Term. Landlord’s obligations under this Section 26.3 shall survive
the expiration or earlier termination of the Term.


 


26.4.
Transfer of Letter of Credit.


 


Tenant,
at Tenant’s expense, shall cooperate with Landlord to the issuer of the Letter of Credit to amend the Letter of Credit to
name a new beneficiary thereunder in connection with Landlord’s assignment of Landlord’s rights under this Lease to
a Person that succeeds to Landlord’s interest in the Real Property, promptly after Landlord’s request from time to
time.


 


26.5.
Renewal of Letter of Credit.


 


If
Tenant fails to provide Landlord with a replacement Letter of Credit that complies with the requirements of this Article 26 on
or prior to the thirtieth (30th) day before the expiration date of the Letter of Credit that is then expiring (subject
to any automatic annual extension of such Letter of Credit as set forth in such Letter of Credit for which Landlord has not received
a notice of non-renewal from the issuer of such Letter of Credit), then Landlord may present the Letter of Credit for payment
and retain the proceeds thereof as security in lieu of the Letter of Credit (it being agreed that Landlord shall have the right
to use, apply and transfer such proceeds in the manner described in this Article 26). Tenant shall reimburse Landlord for any
reasonable costs that Landlord incurs in so presenting the Letter of Credit for payment within thirty (30) days after Landlord
submits to Tenant an invoice therefor. Landlord also shall have the right to so present the Letter of Credit and so retain the
proceeds thereof as security in lieu of the Letter of Credit at any time from and after the thirtieth (30th) day before the Expiration
Date if the Letter of Credit expires earlier than the sixtieth (60th) day after the Expiration Date.


 




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26.6.
Adjustments to the Security Amount.


 


(A)
The following terms shall be defined as follows:


 


(i)
“Tenant’s Cash Operating Income” shall mean an amount equal to Tenant’s operating income minus
Tenant’s depreciation and amortization, as set forth on Tenant’s Financial Statement.


 


(ii)
“Cash Operating Income Threshold” shall mean an amount equal to the product obtained by multiplying (i) the
annual Fixed Rent due hereunder, by (ii) fifteen (15).


 


(iii)
For purposes of clarity, all references in this Section 26.6 to the “Fixed Rent due hereunder” shall be deemed to
include the Fixed Rent for the entire Premises, including, without limitation, any Fixed Rent payable with respect to any Option
Space and/or the Additional Space then so demised hereunder.


 


(B)
Subject to the terms of this Section 26.6(B), if, at any time during the period commencing on March 1, 2022 and ending on the
day immediately preceding the date that is five (5) years after the Space B Rent Commencement Date both (I) the closing price
of Tenant’s stock that is publicly traded on a recognized stock exchange is less than Ten Dollars and No Cents ($10.00)
per share at the end of any regular trading day based upon a three (3) consecutive day weighted average, and (II) Tenant’s
Cash Operating Income for the most recently ended fiscal year as shown on Tenant’s Financial Statement given or directed
to Landlord by Tenant pursuant to Section 26.6(C) hereof is less than the Cash Operating Income Threshold, then Tenant shall immediately
upon Landlord’s demand therefor deliver to Landlord an amendment to the existing Letter of Credit or a new Letter of Credit
that complies with the terms of this Article 26, in either case, that increases the Security Amount to an amount equal to the
product obtained by multiplying (i) the monthly installment of Fixed Rent then due hereunder, by (ii) fifteen (15).


 


(C)
Tenant shall provide to Landlord, within sixty (60) days after the end of each fiscal year of Tenant that occurs during the period
commencing on the date hereof and ending on the date that is five (5) years after the Space B Rent Commencement Date, a copy of
Tenant’s audited financial statement, in each case dated as of the last day of the most recently ended fiscal year, which
shows Tenant’s Cash Operating Income for such most recently ended fiscal year (such financial statements being collectively
referred to herein as “Tenant’s Financial Statements”). Tenant shall cause Tenant’s Financial Statements
to be prepared in accordance with GAAP, and to be accompanied by an unqualified opinion of a certified public accountant. As of
the date hereof, Tenant’s fiscal year ends on December 31. In the event that Tenant shall fail to provide Tenant’s
Financial Statement for a particular fiscal year by the sixtieth (60th) day after the end of such fiscal year, Landlord shall
give a reminder notice to Tenant to provide Tenant’s Financial Statement and Tenant shall give Tenant’s Financial
Statement to Landlord within five (5) Business Days after Landlord gives such reminder notice to Tenant. In the event that Tenant
adopts a different period as Tenant’s fiscal year, Tenant shall promptly give notice thereof to Landlord. Notwithstanding
the foregoing to the contrary, during the period that (x) the stock of Tenant is publicly traded on a recognized stock exchange,
and (y) Tenant’s Financial Statements (which are for Tenant only and not consolidated with the financial statements of any
other entity) are available to the general public under filings that Tenant makes with the Securities and Exchange Commission,
Tenant shall be permitted to direct Landlord to the location of such public filing of Tenant’s Financial Statements in lieu
of providing a hard copy of Tenant’s Financial Statements to Landlord as provided in this Section 26.6(C).


 




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(D)
Subject to the terms of Section 18.4(F) hereof, Section 19.3(C) hereof, and this Section 26.6, from and after the date that is
five (5) years after the Space B Rent Commencement Date, Tenant shall have the right to amend the existing Letter of Credit or
deliver a new Letter of Credit that complies with the terms of this Article 26, in either case, to reduce the Security Amount
to an amount equal to the product obtained by multiplying (i) the monthly installment of Fixed Rent then due hereunder, by (ii)
nine (9), provided that on the date that Tenant requests such reduction or the date that Landlord consummates such reduction pursuant
to Section 26.6(E) hereof: (I) the Initial Tenant Requirement is satisfied, (II) neither a monetary nor material non-monetary
Event of Default has occurred and is then continuing, (III) Landlord has not theretofore applied all or any portion of the security
deposited hereunder (the requirements set forth in clauses (I) through (III) hereof, collectively, the “Security Reduction
Requirements”).


 


(E)
Tenant shall have the right to request any such reduction only by giving notice thereof to Landlord at any time from and after
the tenth (10th) day before the date that Tenant is entitled to such reduction. Tenant shall not be entitled to reduce the amount
of the Letter of Credit if any of the Security Reduction Requirements are not satisfied on the date that Tenant requests such
reduction or the date that Landlord consummates such reduction. If Tenant requests and is entitled to any such reduction in accordance
with the terms of this Section 26.6, then Landlord shall permit Tenant, at Tenant’s expense, to amend or replace the Letter
of Credit to reflect such reduction.


 


Article
27

END OF TERM


 


27.1.
End of Term.


 


On
the Expiration Date, Tenant shall quit and surrender to Landlord the Premises, vacant, broom-clean, in good order and condition,
ordinary wear and tear and damage for which Tenant is not responsible under the terms of this Lease excepted, and otherwise in
compliance with the provisions hereof. Tenant expressly waives, for itself and for any Person claiming by, through or under Tenant,
any rights which Tenant or any such Person may have under the provisions of Section 2201 of the New York Civil Practice Law and
Rules and of any successor law of like import then in force in connection with any holdover summary proceedings that Landlord
institutes to enforce the provisions of this Article 27.


 


27.2.
Holdover.


 


If
vacant and exclusive possession of the Premises is not surrendered to Landlord on the Expiration Date, then Tenant shall pay to
Landlord on account of use and occupancy of the Premises, for each month (or any portion thereof) during which Tenant (or a Person
claiming by, through or under Tenant) holds over in the Premises after the Expiration Date, an amount equal to one hundred fifty
percent (150%) of the aggregate Rental that was payable under this Lease during the last month of the Term, except that Tenant
shall pay an amount equal to two hundred percent (200%) of the aggregate Rental that was payable under this Lease during the last
month of the Term for the period commencing on the sixtieth (60th) day of such holdover period. Landlord’s right to collect
such amount from Tenant for use and occupancy shall be in addition to any other rights or remedies that Landlord may have hereunder
or at law or in equity (including, without limitation, Landlord’s right to recover Landlord’s damages from Tenant
that derive from vacant and exclusive possession of the Premises not being surrendered to Landlord on the Expiration Date); provided,
however, that Landlord shall not have the right to recover such damages unless Tenant’s holdover extends for more than sixty
(60) days. Nothing contained in this Section 27.2 shall permit Tenant to retain possession of the Premises after the Expiration
Date or limit in any manner Landlord’s right to regain possession of the Premises, through summary proceedings or otherwise.
Landlord’s acceptance of any payments from Tenant after the Expiration Date shall be deemed to be on account of the amount
to be paid by Tenant in accordance with the provisions of this Article 27.


 




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Article
28 

NO WAIVER


 


28.1.
No Surrender.


 


(A)
Landlord shall be deemed to have accepted a surrender of the Premises only if Landlord executes and delivers to Tenant a written
instrument providing expressly therefor.


 


(B)
No employee of Landlord or of Landlord’s agents shall have any power to accept the keys to the Premises prior to the Expiration
Date. The delivery of such keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of
this Lease or a surrender of the Premises. If Tenant at any time desires to have Landlord sublet the Premises on Tenant’s
account, then Landlord or Landlord’s agents are authorized to receive said keys for such purpose without releasing Tenant
from any of Tenant’s obligations under this Lease.


 


28.2.
No Waiver by Landlord.


 


(A)
Landlord’s failure to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition
of this Lease, or any of the Rules, shall not be deemed to be a waiver thereof. The receipt by Landlord of Rental with knowledge
of the breach of any covenant of this Lease by Tenant shall not be deemed a waiver of such breach.


 


(B)
No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Fixed Rent or other item of Rental herein stipulated
shall be deemed to be other than on account of the earliest stipulated Fixed Rent or other item of Rental, or as Landlord may
elect to apply such payment. No endorsement or statement on any check or any letter accompanying any check or payment as Fixed
Rent or other item of Rental shall be deemed to be an accord and satisfaction. Landlord may accept such check or payment without
prejudice to Landlord’s right to recover the balance of such Fixed Rent or other item of Rental or to pursue any other remedy
provided in this Lease or otherwise available to Landlord at law or in equity.


 


(C)
Landlord’s failure during the Term to prepare and deliver any invoices, and Landlord’s failure during the Term to
make a demand for payment under any of the provisions of this Lease, shall not in any way be deemed to be a waiver of, or cause
Landlord to forfeit or surrender, its rights to collect any item of Rental which may have become due during the Term (except to
the extent otherwise expressly set forth herein). Tenant’s liability for such amounts shall survive the expiration or earlier
termination of this Lease (except to the extent otherwise expressly set forth herein).


 




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(D)
No provision of this Lease shall be deemed to have been waived by Landlord, unless such waiver is in writing signed by Landlord.


 


28.3.
No Waiver by Tenant.


 


(A)
Tenant’s failure to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition
of this Lease on Landlord’s part to be performed, shall not be deemed to be a waiver. The payment by Tenant of any item
of Rental or performance of any obligation of Tenant hereunder with knowledge of any breach by Landlord of any covenant of this
Lease shall not be deemed a waiver of such breach, nor shall it prejudice Tenant’s right to pursue any remedy against Landlord
in this Lease provided or otherwise available to Tenant in law or in equity. No provision of this Lease shall be deemed to have
been waived by Tenant, unless such waiver is in writing signed by Tenant.


 


(B)
Tenant’s failure during the Term to make a demand for payment under any of the provisions of this Lease shall not in any
way be deemed to be a waiver of, or cause Tenant to forfeit or surrender, its rights to collect any amount which may have become
due during the Term (except to the extent otherwise expressly set forth herein). Landlord’s liability for such amounts shall
survive the expiration or earlier termination of this Lease (except to the extent otherwise expressly set forth herein).


 


Article
29 

JURISDICTION


 


29.1.
Governing Law.


 


This
Lease shall be construed and enforced in accordance with the laws of the State of New York.


 


29.2.
Submission to Jurisdiction.


 


Tenant
and Landlord each hereby (a) irrevocably consents and submits to the jurisdiction of any federal, state, county or municipal court
sitting in the State of New York for purposes of any action or proceeding brought therein by the other against the consenting
party concerning any matters relating to this Lease, (b) irrevocably waives all objections as to venue and any and all rights
it may have to seek a change of venue with respect to any such action or proceedings, (c) agrees that the laws of the State of
New York shall govern in any such action or proceeding and waives any defense to any action or proceeding granted by the laws
of any other country or jurisdiction unless such defense is also allowed by the laws of the State of New York, and (d) agrees
that any final unappealable judgment rendered against it in any such action or proceeding shall be conclusive and may be enforced
in any other jurisdiction by suit on the judgment or in any other manner provided by law. Tenant further agrees that any action
or proceeding by Tenant against Landlord concerning any matters arising out of or in any way relating to this Lease shall be brought
only in the State of New York, County of New York.


 




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29.3.
Waiver of Trial by Jury; Counterclaims.


 


(A)
Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto
against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord
and Tenant, Tenant’s use or occupancy of the Premises, or for the enforcement of any remedy under any statute, emergency
or otherwise.


 


(B)
If Landlord commences any summary proceeding against Tenant, then Tenant shall not interpose any counterclaim of whatever nature
or description in any such proceeding (except to the extent that applicable law precludes Tenant from asserting such counterclaim
in another proceeding), and shall not seek to consolidate such proceeding with any other action which may have been or will be
brought in any other court by Tenant. Nothing contained in this Section 29.3(B) limits Tenant’s right to assert claims against
Landlord in a separate proceeding.


 


Article
30 

NOTICES


 


30.1.
Addresses; Manner of Delivery.


 


Except
as otherwise expressly provided in this Lease, any bills, statements, consents, notices, demands, requests or other communications
that a party desires or is required to give to the other party under this Lease shall (1) be in writing, (2) be deemed sufficiently
given if (a) delivered by hand (against a signed receipt), (b) sent by registered or certified mail (return receipt requested),
or (c) sent by a nationally-recognized overnight courier (with verification of delivery), and (3) be addressed in each case:


 


if
to Tenant before the Commencement Date, at:


 


1330
Avenue of the Americas


New
York, New York 10019


 


Attn.:
Gina Sheldon, Esq.


 


with
a copy to:


 


1330
Avenue of the Americas


New
York, New York 10019


 


Attn.:
Marina Anoshin


 


if
to Tenant on or after the Commencement Date, at the Building, Attn.: Gina Sheldon, Esq.


 




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with
a copy to:


 


Tenant,
at the Building, Attn.: Marina Anoshin


 


 and




 


Davis
& Gilbert LLP


1675
Broadway


New
York, New York 10019


 


Attn.
Mark E. Maltz, Esq.


 


if
to Landlord, at:


 


c/o
Vornado Office Management LLC


888
Seventh Avenue


New
York, New York 10019


 


Attn.:
Vice Chairman


 


with
a copy to:


 


c/o
Vornado Realty Trust


210
Route 4 East


Paramus,
New Jersey 07652


 


Attn:
Chief Financial Officer


 


or
to such other address or addresses as Landlord or Tenant may designate from time to time on at least ten (10) Business Days of
advance notice given to the other in accordance with the provisions of this Article 30. Any such bill, statement, consent, notice,
demand, request, or other communication shall be deemed to have been given on the date that it is delivered or such attempted
delivery is rejected. Any such bills, statements, consents, notices, demands, requests or other communications that the Person
that is the property manager for the Building gives to Tenant in accordance with the terms of this Article 30 shall be deemed
to have been given by Landlord (except that Landlord, at any time and from time to time, shall have the right to terminate or
suspend such property manager’s right to give such bills, statements, consents, notices, demands, requests or other communications
to Tenant by giving not less than five (5) days of advance notice thereof to Tenant).


 


Article
31 

BROKERAGE


 


31.1.
Broker.


 


Landlord
and Tenant each represent to the other that it has not dealt with any broker, finder or salesperson in connection with this Lease
other than Newmark & Company Real Estate, Inc. d/b/a Newmark Knight Frank (the “Broker”). Landlord shall
pay all fees and commissions due and owing to Broker in connection with this lease pursuant to a separate agreement between Landlord
and Broker. The provisions of this Section 31.1 shall survive the expiration or earlier termination of the Term.


 




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Article
32 

INDEMNITY


 


32.1.
Tenant’s Indemnification of the Landlord Indemnitees.


 


(A)
Subject to the terms of this Section 32.1, to the fullest extent permitted by law, Tenant shall indemnify the Landlord Indemnitees,
and hold the Landlord Indemnitees harmless, from and against, all losses, damages, liabilities, costs and expenses (including,
without limitation, reasonable attorneys’ fees and expenses) that are incurred by a Landlord Indemnitee and that derive
from a claim (a “Claim Against Landlord”) made by a third party against such Landlord Indemnitee arising from
or alleged to arise from:


 


(1)
a wrongful act or wrongful omission of any Tenant Indemnitee during the Term (including, without limitation, claims that derive
from a Permitted Party’s conducting such Permitted Party’s business in the Premises) (it being understood that Tenant
shall not have responsibility under this clause (1) for any wrongful act or wrongful omission of a Recapture Subtenant);


 


(2)
an event or circumstance that occurs during the Term in the Premises or in another portion of the Building with respect to which
Tenant has exclusive use pursuant to the terms hereof (subject, however, to Landlord’s rights of access under Article 9
hereof) (it being understood that Tenant’s liability under this clause (2) shall not apply to the extent that Landlord exercises
Landlord’s rights under Section 17.3 hereof with respect to the Recapture Space);


 


(3)
the breach of any covenant to be performed by Tenant hereunder;


 


(4)
a misrepresentation made by Tenant hereunder (including, without limitation, a misrepresentation of Tenant under Section 31.1
hereof);


 


(5)
a Person with whom a Permitted Party has dealt making a claim for a leasing commission or other similar compensation in connection
with a Transfer;


 


(6)
a Compliance Challenge (or Tenant’s delaying Tenant’s compliance with a Requirement during the pendency of a Compliance
Challenge); or


 


(7)
Landlord’s cooperating with Tenant as contemplated by Section 7.4(A) hereof.


 


Tenant
shall not be required to indemnify the Landlord Indemnitees, and hold the Landlord Indemnitees harmless, in either case as aforesaid,
to the extent that it is finally determined that the negligence or wilful misconduct of a Landlord Indemnitee contributed to the
loss or damage sustained by the Person making the Claim Against Landlord. Nothing contained in this Section 32.1 limits the provisions
of Section 34.19 hereof.


 




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(B)
The term “Landlord Indemnitees” shall mean, collectively, Landlord, Landlord’s managing agent, each Lessor,
each Mortgagee and their respective partners, members, managers, officers, directors, employees, trustees and agents.


 


(C)
The term “Tenant Indemnitees” shall mean each Permitted Party and their respective partners, members, managers,
officers, directors, employees, trustees and agents.


 


(D)
The parties intend that the Landlord Indemnitees (other than Landlord) shall be third-party beneficiaries of this Section 32.1.


 


32.2.
Landlord’s Indemnification of the Tenant Indemnitees.


 


(A)
Subject to the terms of this Section 32.2, to the fullest extent permitted by law, Landlord shall indemnify the Tenant Indemnitees,
and hold the Tenant Indemnitees harmless, from and against, all losses, damages, liabilities, costs and expenses (including, without
limitation, reasonable attorneys’ fees and expenses) that are incurred by a Tenant Indemnitee and that derive from a claim
(a “Claim Against Tenant”) made by a third party against such Tenant Indemnitee arising from or alleged to
arise from:


 


(1)
the breach of any covenant to be performed by Landlord hereunder;


 


(2)
a misrepresentation made by Landlord hereunder (including, without limitation, a misrepresentation of Landlord under Section 31.1
hereof);


 


(3)
Landlord’s failure to pay the Broker a commission or other compensation in connection herewith; or


 


(4)
a wrongful act or wrongful omission of any Landlord Indemnitee (including, without limitation, a wrongful act or wrongful omission
of the Person that has the right to occupy the Recapture Space by virtue of Landlord’s exercising Landlord’s rights
under Section 17.3 hereof).


 


Landlord
shall not be required to indemnify the Tenant Indemnitees, and hold the Tenant Indemnitees harmless, in either case as aforesaid,
to the extent that it is finally determined that the negligence or wilful misconduct of a Tenant Indemnitee contributed to the
loss or damage sustained by the Person making the Claim Against Tenant.


 


(B)
The parties intend that the Tenant Indemnitees (other than Tenant) shall constitute third-party beneficiaries of this Section
32.2.


 




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32.3.
Indemnification Procedure.


 


(A)
If at any time a Claim Against Tenant is made or threatened against a Tenant Indemnitee, or a Claim Against Landlord is made or
threatened against a Landlord Indemnitee, then the Person entitled to indemnity under this Article 32 (the “Indemnitee”)
shall give to the other party (the “Indemnitor”) notice of such Claim Against Tenant or such Claim Against
Landlord, as the case may be (the “Claim”); provided, however, that the Indemnitee’s failure to provide
such notice shall not impair the Indemnitee’s rights to indemnity as provided in this Article 32 except to the extent that
the Indemnitor is prejudiced materially thereby. Such notice shall state the basis for the Claim and the amount thereof (to the
extent such amount is determinable at the time that such notice is given).


 


(B)
The Indemnitor shall have the right to defend against the Claim using attorneys that the Indemnitor designates and that the Indemnitee
approves (it being understood that (I) the Indemnitee shall not unreasonably withhold, condition or delay such approval, (II)
the Indemnitee shall be deemed to have approved such attorneys if the Indemnitee fails to respond within ten (10) days to the
Indemnitor’s request for approval, and (III) the attorneys designated by the Indemnitor’s insurer shall be deemed
approved by the Indemnitee for purposes hereof). The Indemnitor’s failure to notify the Indemnitee of the Indemnitor’s
election to defend against the Claim within thirty (30) days after the Indemnitee gives such notice to the Indemnitor shall be
deemed a waiver by the Indemnitor of its aforesaid right to defend against the Claim.


 


(C)
Subject to the terms of this Section 32.3(C), if the Indemnitor elects to defend against the Claim pursuant to Section 32.3(B)
hereof, then the Indemnitee may participate, at the Indemnitee’s expense, in defending against the Claim. The Indemnitor
shall have the right to control the defense against the Claim (and, accordingly, the Indemnitee shall cause its counsel to act
accordingly). If there exists a conflict between the interests of the Indemnitor and the interests of the Indemnitee, then the
Indemnitor shall pay the reasonable fees and disbursements of any counsel that the Indemnitee retains in so participating in the
defense against the Claim. Except as otherwise provided in this Section 32.3(C), the Indemnitor shall not be required to pay the
costs that Indemnitee otherwise incurs in engaging counsel to consult with Indemnitee in connection with the Claim.


 


(D)
If the Claim is a Claim Against Landlord, then Landlord shall cooperate reasonably with Tenant in connection therewith. If the
Claim is a Claim Against Tenant, then Tenant shall cooperate reasonably with Landlord in connection therewith.


 


(E)
The Indemnitor shall not consent to the entry of any judgment or award regarding the Claim, or enter into any settlement regarding
the Claim, except in either case with the prior approval of the Indemnitee (any such entry of any judgment or award regarding
a Claim to which the Indemnitor consents, or any such settlement regarding a claim to which the Indemnitor agrees, being referred
to herein as a “Settlement”). The Indemnitee shall not unreasonably withhold, condition or delay the Indemnitee’s
approval of a proposed Settlement, provided that (I) the Indemnitor pays, in cash, to the Person making the Claim, the entire
amount of the Settlement contemporaneously with the Indemnitee’s approval thereof (so that neither the Indemnitor nor the
Indemnitee have any material obligations regarding the applicable Claim that remain executory from and after the consummation
of the Settlement), or (II) the Person making the Claim releases the Indemnitee from any obligations owed to such Person pursuant
to such Settlement that remain executory after the consummation thereof). If (x) the terms of the Settlement do not provide for
the Indemnitor’s making payment, in cash, to the Person making the Claim, the entire amount of the Settlement, contemporaneously
with the Indemnitee’s approval thereof (so that either the Indemnitor or the Indemnitee have any material obligations regarding
the applicable Claim that remain executory from and after the consummation of the Settlement), (y) the Person making the Claim
does not release the Indemnitee from any obligations owed to such Person pursuant to such Settlement that remain executory after
the consummation thereof, and (z) the Indemnitee does not approve the proposed Settlement, then the Indemnitor’s aggregate
liability under this Article 32 for the Claim (including, without limitation, the costs incurred by the Indemnitor for legal costs
and other costs of defense) shall not exceed an amount equal to the sum of (i) the aggregate legal costs and defense costs that
the Indemnitor incurred to the date that the Indemnitor proposes such Settlement, (ii) the amount that the Indemnitor would have
otherwise paid to the Person making the applicable Claim under the terms of the proposed Settlement, and (iii) the aggregate legal
costs and defense costs that the Indemnitor would have reasonably expected to incur in consummating the proposed Settlement.


 




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(F)
If the Indemnitor does not elect to defend against the Claim as contemplated by this Section 32.3, then the Indemnitee may defend
against, or settle, such claim, action or proceeding in any manner that the Indemnitee deems appropriate, and the Indemnitor shall
be liable for the Claim to the extent provided in this Article 32.


 


Article
33 

LANDLORD’S CONSENTS; ARBITRATION


 


33.1.
Certain Limitations.


 


Subject
to the terms of Section 33.2 hereof, Tenant hereby waives any claim for damages against Landlord for Landlord’s unreasonably
withholding, unreasonably conditioning or unreasonably delaying any consent or approval requested by Tenant in cases where Landlord
expressly agreed herein not to unreasonably withhold, unreasonably condition or unreasonably delay such consent or approval. If
there is a determination that such consent or approval has been unreasonably withheld, unreasonably conditioned or unreasonably
delayed, then (1) the requested consent or approval shall be deemed to have been granted, and (2) Landlord shall have no liability
to Tenant for its refusal or failure to give such consent or approval. Tenant’s sole remedy for Landlord’s unreasonably
withholding, conditioning or delaying consent or approval shall be as provided in this Article 33.


 


33.2.
Expedited Arbitration.


 


(A)
If (i) this Lease obligates Landlord to not unreasonably withhold, condition or delay Landlord’s consent or approval for
a particular matter, (ii) Landlord withholds, delays or conditions its consent or approval for such matter, and (iii) Tenant believes
that Landlord did so unreasonably, then Tenant shall have the right to submit the issue of whether Landlord unreasonably withheld,
delayed or conditioned such consent or approval to an Expedited Arbitration Proceeding only by giving notice thereof to Landlord
on or prior to the thirtieth (30th) day after the date that Landlord denied or conditioned such consent or approval, or the thirtieth
(30th) day after the date that Tenant claims that Landlord’s delaying such consent or approval first became unreasonable,
as the case may be.


 




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(B)
The sole decision to be made in the Expedited Arbitration Proceeding shall be whether Landlord unreasonably withheld, delayed
or conditioned its consent with respect to the particular matter being arbitrated. If the decision in the Expedited Arbitration
Proceeding is that Landlord unreasonably withheld, conditioned, or delayed consent with respect to such matter, then (i) Landlord
shall be deemed to have consented to such matter, and (ii) Landlord shall execute and deliver documentation that is reasonably
requested by Tenant to evidence such consent.


 


(C)
The term “Expedited Arbitration Proceeding” shall mean a binding arbitration proceeding conducted in The City
of New York under the Commercial Arbitration Rules of the American Arbitration Association (or its successor) and administered
pursuant to the Expedited Procedures provisions thereof; provided, however, that with respect to any such arbitration, (i) the
list of arbitrators referred to in Section E-4(b) shall be returned within five (5) Business Days from the date of mailing; (ii)
the parties shall notify the American Arbitration Association (or its successor) by telephone, within four (4) Business Days,
of any objections to the arbitrator appointed and, subject to clause (vii) below, shall have no right to object if the arbitrator
so appointed was on the list submitted by the American Arbitration Association (or its successor) and was not objected to in accordance
with Section E-4(c) as modified by clause (i) above; (iii) the notification of the hearing referred to in Section E-7 shall be
four (4) Business Days in advance of the hearing; (iv) the hearing shall be held within seven (7) Business Days after the appointment
of the arbitrator; (v) the arbitrator shall have no right to award damages or vary, modify or waive any provision of this Lease;
(vi) the decision of the arbitrator shall be final and binding on the parties; and (vii) the arbitrator shall not have been employed
by either party (or their respective Affiliates) during the period of three (3) years prior to the date of the Expedited Arbitration
Proceeding. The arbitrator shall determine the extent to which each party is successful in such Expedited Arbitration Proceeding
in addition to rendering a decision on the dispute submitted. If the arbitrator determines that one (1) party is entirely unsuccessful,
then such party shall pay all of the fees of such arbitrator. If the arbitrator determines that both parties are partially successful,
then each party shall be responsible for such arbitrator’s fees only to the extent such party is unsuccessful (e.g., if
Landlord is eighty percent (80%) successful and Tenant is twenty percent (20%) successful, then Landlord shall be responsible
for twenty percent (20%) of such arbitrator’s fees and Tenant shall be responsible for eighty percent (80%) of such arbitrator’s
fees).


 


Article
34 

ADDITIONAL PROVISIONS


 


34.1.
Tenant’s Property Delivered to Building Employees.


 


Any
Building employee to whom any property is entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent
with respect to such property.


 


34.2.
Not Binding Until Execution.


 


This
Lease shall not be binding upon Landlord or Tenant unless and until Landlord and Tenant have executed and unconditionally delivered
a fully executed counterpart of this Lease to each other.


 




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34.3.
No Third Party Beneficiaries.


 


Landlord
and Tenant hereby acknowledge that they do not intend for any other Person to constitute a third-party beneficiary hereof, except
to the extent otherwise set forth herein.


 


34.4.
Extent of Landlord’s Liability.


 


(A)
The obligations of Landlord under this Lease shall not be binding upon the Person that constitutes Landlord initially after the
sale, conveyance, assignment or transfer by such Person of its interest in the Building or the Real Property, as the case may
be (or upon any other Person that constitutes Landlord after the sale, conveyance, assignment or transfer by such Person of its
interest in the Building or the Real Property, as the case may be), to the extent such obligations accrue from and after the date
of such sale, conveyance, assignment or transfer.


 


(B)
The members, managers, partners, shareholders, directors, officers and principals, direct and indirect, comprising Landlord shall
not be liable for the performance of Landlord’s obligations under this Lease. Tenant shall look solely to Landlord to enforce
Landlord’s obligations hereunder.


 


(C)
The liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the
Real Property and the rents and proceeds thereof (including, without limitation, proceeds of a sale or refinancing of Landlord’s
interest in the Real Property, casualty insurance proceeds, and condemnation awards). Tenant shall not look to any property or
assets of Landlord (other than Landlord’s interest in the Real Property and such proceeds thereof) in seeking either to
enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations.


 


34.5.
Extent of Tenant’s Liability.


 


If
Tenant is a corporation, limited partnership, limited liability partnership or limited liability company, then (i) the members,
managers, limited partners, shareholders, directors, officers and principals, direct and indirect, comprising Tenant shall not
be liable for the performance of Tenant’s obligations under this Lease, and (ii) Landlord shall look solely to Tenant to
enforce Tenant’s obligations hereunder.


 


34.6.
Survival.


 


Subject
to the terms hereof, Tenant’s liability for all amounts that are due and payable to Landlord hereunder shall survive the
Expiration Date.


 


34.7.
Recording.


 


Tenant
shall not record this Lease. Tenant shall not record a memorandum of this Lease. Landlord shall have the right to record a memorandum
of this Lease. If Landlord submits to Tenant a memorandum hereof that is in reasonable form, then Tenant shall execute, acknowledge
and deliver such memorandum promptly after Landlord’s submission thereof to Tenant.


 




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34.8.
Entire Agreement.


 


This
Lease contains the entire agreement between the parties and supersedes all prior understandings, if any, with respect thereto.
This Lease shall not be modified, changed, or supplemented, except by a written instrument executed by both parties.


 


34.9.
Counterparts and Electronic Signature.


 


This
Lease may be executed in counterparts, it being understood that all such counterparts, taken together, shall constitute one and
the same agreement. An executed counterpart of this Lease transmitted by facsimile, email or other electronic transmission or
using electronic signature technology (e.g., via DocuSign or similar electronic technology) shall be (i) deemed an original counterpart
of this Lease and (ii) legally binding upon the parties hereto to the same extent as delivery of an original counterpart of this
Lease.


 


34.10.
Exhibits.


 


If
any inconsistency exists between the terms and provisions of this Lease and the terms and provisions of the Exhibits hereto, then
the terms and provisions of this Lease shall prevail.


 


34.11.
Gender; Plural.


 


Wherever
appropriate in this Lease, personal pronouns shall be deemed to include the other gender and the singular to include the plural.


 


34.12.
Divisibility.


 


If
any term of this Lease, or the application thereof to any Person or circumstance, is held to be invalid or unenforceable, then
the remainder of this Lease or the application of such term to any other Person or any other circumstance shall not be thereby
affected, and each term shall remain valid and enforceable to the fullest extent permitted by law.


 


34.13.
Vault Space.


 


If
(i) Tenant uses or occupies any vaults, vault space or other space outside the boundaries of the Real Property that in each case
is located below grade, and (ii) such space is diminished by any Governmental Authority or by any utility company, then such diminution
shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution
of Rental, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord.


 


34.14.
Adjacent Excavation.


 


If
an excavation is made upon land adjacent to the Building, or is authorized to be made, then Tenant, upon reasonable advance notice,
shall grant to the Person causing or authorized to cause such excavation a license to enter upon the Premises for the purpose
of doing such work as said Person deems necessary to preserve the Building from injury or damage and to support the same by proper
foundations, without any claim for damages or indemnity against Landlord, or diminution or abatement of Rental. Landlord acknowledges
that Landlord’s right to access the Premises as provided in this Section 34.14 is subject to the provisions of Article 9
hereof.


 




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34.15.
Captions.


 


The
captions are inserted only for convenience and for reference and in no way define, limit or describe the scope of this Lease or
the intent of any provision thereof.


 


34.16.
Parties Bound.


 


The
covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their
respective legal representatives, successors, and, except as otherwise provided in this Lease, their assigns.


 


34.17.
Authority.


 


(A)
Tenant hereby represents and warrants to Landlord that (i) Tenant is duly organized and validly existing in good standing under
the laws of the state in which it was formed, and possesses all licenses and authorizations necessary to carry on its business,
(ii) Tenant has full power and authority to carry on its business, enter into this Lease and consummate the transaction contemplated
by this Lease, (iii) the individual executing and delivering this Lease on Tenant’s behalf has been duly authorized to do
so, (iv) this Lease has been duly executed and delivered by Tenant, (v) this Lease constitutes a valid, legal, binding and enforceable
obligation of Tenant (subject to bankruptcy, insolvency or creditor rights laws generally, and principles of equity generally),
(vi) the execution, delivery and performance of this Lease by Tenant will not cause or constitute a default under, or conflict
with, the organizational documents of Tenant or any agreement to which Tenant is a party, (vii) to Tenant’s knowledge, the
execution, delivery and performance of this Lease by Tenant will not violate any Requirement, and (viii) all consents, approvals,
authorizations, orders or filings of or with any court or governmental agency or body, if any, required on the part of Tenant
for the execution, delivery and performance of this Lease have been obtained or made.


 


(B)
Landlord hereby represents and warrants to Tenant that (i) Landlord is duly organized and validly existing in good standing under
the laws of Delaware, and possesses all licenses and authorizations necessary to carry on its business, (ii) Landlord has full
power and authority to carry on its business, enter into this Lease and consummate the transaction contemplated by this Lease,
(iii) the individual executing and delivering this Lease on Landlord’s behalf has been duly authorized to do so, (iv) this
Lease has been duly executed and delivered by Landlord, (v) this Lease constitutes a valid, legal, binding and enforceable obligation
of Landlord (subject to bankruptcy, insolvency or creditor rights laws generally, and principles of equity generally), (vi) the
execution, delivery and performance of this Lease by Landlord will not cause or constitute a default under, or conflict with,
the organizational documents of Landlord or any agreement to which Landlord is a party, (vii) the execution, delivery and performance
of this Lease by Landlord does not violate any Requirement, and (viii) all consents, approvals, authorizations, orders or filings
of or with any court or governmental agency or body, if any, required on the part of Landlord for the execution, delivery and
performance of this Lease have been obtained or made.


 




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34.18.
Rent Control.


 


If
at the commencement of, or at any time or times during, the Term, the Rental reserved in this Lease is not fully collectible by
reason of any Requirement, then Tenant shall enter into such agreements and take such other steps (without additional expense
to Tenant) as Landlord may reasonably request and as may be legally permissible to allow Landlord to collect the maximum rents
which may from time to time during the continuance of such legal rent restriction be legally permissible (and not in excess of
the amounts reserved therefor under this Lease). Upon the termination of such legal rent restriction prior to the expiration of
the Term, (a) the Rental shall become and thereafter be payable hereunder in accordance with the amounts reserved in this Lease
for the periods following such termination, and (b) Tenant shall pay to Landlord, if legally permissible, an amount equal to the
excess of (i) the items of Rental which would have been paid pursuant to this Lease but for such legal rent restriction, over
(ii) the rents paid by Tenant to Landlord during the period or periods such legal rent restriction was in effect.


 


34.19.
Consequential Damages.


 


Tenant
shall have no liability for any consequential, indirect or punitive damages that Landlord suffers (it being understood, however,
that nothing contained in this Section 34.19 limits Landlord’s right to recover damages as expressly provided in Section
24.3(A) hereof and in Section 27.2 hereof). Landlord shall have no liability for any consequential, indirect or punitive damages
that are suffered by Tenant or any Person claiming by, through or under Tenant.


 


34.20.
Tenant’s Advertising.


 


Tenant
shall not use a picture, photograph or drawing of the Building (or a silhouette thereof) in Tenant’s letterhead or promotional
materials without Landlord’s prior approval.


 


34.21.
Specially Designated Nationals; Blocked Persons; Embargoed Persons.


 


(A)
Tenant represents and warrants to Landlord that (a) Tenant and, to Tenant’s knowledge, each person or entity directly or
indirectly owning an interest in Tenant is (i) not currently identified on the Specially Designated Nationals and Blocked Persons
List maintained by the Office of Foreign Assets Control of the Department of the Treasury (“OFAC”) and/or on
any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the
“List”), and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in
transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order
of the President of the United States, (b) none of the funds or other assets of Tenant constitute property of, or are beneficially
owned, directly or indirectly, by, any Embargoed Person, (c) no Embargoed Person has any interest of any nature whatsoever in
Tenant (whether directly or indirectly), (d) none of the funds of Tenant have been derived from any unlawful activity with the
result that the investment in Tenant is prohibited by Requirements or that this Lease is in violation of Requirements, and (e)
Tenant has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties
remain true and correct at all times. The term “Embargoed Person” means any person, entity or government subject
to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C.
§1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations
promulgated thereunder with the result that the investment in Tenant is prohibited by Requirements or Tenant is in violation of
Requirements.


 




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(B)
Tenant covenants and agrees (a) to comply with all Requirements relating to money laundering, anti-terrorism, trade embargos and
economic sanctions, now or hereafter in effect, (b) to immediately notify Landlord in writing if any of the representations, warranties
or covenants set forth in this paragraph or the preceding paragraph are no longer true or have been breached or if Tenant has
a reasonable basis to believe that they may no longer be true or have been breached, (c) not to use funds from any “Prohibited
Person” (as such term is defined in the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism) to make any payment due to Landlord under this Lease and (d)
at the request of Landlord, to provide such information as may be reasonably requested by Landlord to determine Tenant’s
compliance with Requirements.


 


(C)
Tenant hereby acknowledges and agrees that Tenant’s inclusion on the List at any time during the Term shall be an Event
of Default. Notwithstanding anything herein to the contrary, Tenant shall not permit the Premises or any portion thereof to be
used or occupied by any person or entity on the List or by any Embargoed Person (on a permanent, temporary or transient basis),
and any such use or occupancy of the Premises by any such person or entity shall be an Event of Default.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;


SIGNATURE
PAGE TO FOLLOW]


 




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This
page constitutes the signature page to the Lease, dated as of the 23rd day of February, 2021, between HWA 1290 III
LLC, HWA 1290 IV LLC and HWA 1290 V LLC, as landlord, and FUBOTV INC., as tenant, for certain space in the building known by the
street address of 1290 Avenue of the Americas, New York, New York 10104


 


IN
WITNESS WHEREOF, Landlord and Tenant have duly executed and delivered this Lease as of the date first above written.


 


HWA
1290 III LLC, a Delaware limited liability company


 


	By:	Hudson
    Waterfront Associates III, L.P., a Delaware limited partnership, as sole equity member
	 	 	 
	 	By:	Hudson
    Waterfront III Corporation, a Delaware corporation, its sole general partner


 


	 	By:
    	 /s/
    Michael J. Franco	 
	 		Name: Michael
    J. Franco	 
	 		Title:
    President 	 


 


HWA
1290 IV LLC, a Delaware limited liability company


 


	By:	Hudson
    Waterfront Associates IV, L.P., a Delaware limited partnership, as sole equity member
	 	 	 
	 	By:	Hudson
    Waterfront IV Corporation, a Delaware corporation, its sole general partner


 


	 	By:	/s/
    Michael J. Franco 	 
	 		Name: Michael
    J. Franco	 
	 		Title: President	 


 


HWA
1290 V LLC, a Delaware limited liability company


 


	By:	Hudson
    Waterfront Associates V, L.P., a Delaware limited partnership, as sole equity member
	 	 	 
	 	By:	Hudson
    Waterfront V Corporation, a Delaware corporation, its sole general partner


 


	 	By:	/s/
    Michael J. Franco 	 
	 		Name:
    Michael J. Franco 	 
	 		Title: President	 


 


FUBOTV
INC.


 


	By:	/s/
    David Gandler 	 
		Name:
                                         David Gandler
	 
		Title:
                                         Chief Executive Officer
	 


 


	Tenant’s
    EIN #: 	[***]