Exhibit 10.24


 


This document and its provisions are the
intellectual property of Empire State Realty Trust, Inc. 


and may not be reproduced without permission.


© 2019 Empire State Realty Trust, Inc. 
All rights reserved.


 


 


 


 


 


 


 


 


AGREEMENT OF LEASE


 


 


 


 


 


 


ESRT ONE GRAND CENTRAL PLACE, L.L.C., Landlord


 


 


 


 


and


 


 


 


 


 


Orchestra
BioMed, Inc., Tenant


 


 


 


 


 


 


	Premises:	Room/Suite 2430	 
	 	One Grand Central Place	 
	 	60 East 42nd Street	 
	 	New York, New York 10165	 
	 	 	 
	Date:	As of November 9, 2019	 


 




     


     


    

 


TABLE OF CONTENTS


 


	Article	 	Page
	 	 	 	 
	1.	DEMISE, TERM AND USE	 	1
	2.	RENT	 	2
	3.	ELECTRICITY	 	10
	4.	ASSIGNMENT AND SUBLETTING	 	15
	5.	INSOLVENCY & DEFAULT	 	21
	6.	REMEDIES AND DAMAGES.	 	23
	7.	LANDLORD’S COSTS.	 	24
	8.	ALTERATIONS	 	25
	9.	LIENS	 	30
	10.	REPAIRS	 	31
	11.	CASUALTY; DESTRUCTION	 	32
	12.	END OF TERM	 	33
	13.	SUBORDINATION AND ESTOPPEL, ETC.	 	34
	14.	CONDEMNATION	 	35
	15.	REQUIREMENTS OF LAW	 	37
	16.	CERTIFICATE OF OCCUPANCY	 	37
	17.	POSSESSION	 	38
	18.	QUIET ENJOYMENT	 	38
	19.	RIGHT OF ENTRY AND TENANT’S RIGHT TO ACCESS AND BUILDING SECURITY	 	38
	20.	VAULT SPACE	 	39
	21.	INDEMNITY	 	39
	22.	INABILITY TO PERFORM; LIMITATION OF LIABILITY	 	40
	23.	CONDITION OF PREMISES	 	41
	24.	CLEANING	 	41
	25.	JURY WAIVER, DAMAGES	 	42
	26.	NO WAIVER, CONSTRUCTIVE EVICTION, SURVIVAL OF OBLIGATIONS, ETC.	 	42
	27.	OCCUPANCY AND USE BY TENANT; SIGNAGE	 	43
	28.	NOTICES	 	44
	29.	WATER	 	46
	30.	SPRINKLER SYSTEM	 	46
	31.	HEAT AND AIR-CONDITIONING	 	46
	32.	LETTER OF CREDIT	 	47
	33.	RENT CONTROL	 	48
	34.	SHORING	 	49
	35.	EFFECT OF CONVEYANCE, ETC.	 	49
	36.	RIGHTS OF SUCCESSORS AND ASSIGNS; PARTIAL INVALIDITY	 	49
	37.	CAPTIONS	 	49
	38.	LEASE SUBMISSION	 	49
	39.	ELEVATORS AND LOADING	 	49
	40.	BROKERAGE	 	50
	41.	ARBITRATION	 	50
	42.	INSURANCE	 	51
	43.	CHANGE OF LOCATION	 	53
	44.	LATE CHARGES	 	55
	45.	LEED COMPLIANCE AND RECYCLING	 	55
	46.	LEASE FULLY NEGOTIATED	 	55
	47.	ANTI-TERRORISM REQUIREMENTS	 	56
	48.	CONDOMINIUM PROVISIONS	 	56
	49.	NO OTHER SERVICES	 	58
	50.	ADDITIONAL DEFINITIONS/MISCELLANEOUS	 	58
	51.	MEMORANDUM OF LEASE	 	58
	52.	APPLICABLE LAW	 	59
	53.	COUNTERPARTS	 	59



 




    i


     


    

 


EXHIBIT A – Floor Plan of Premises


EXHIBIT B – Standard Expense Exclusions


EXHIBIT C – ESRT High Performance Design and Construction Guidelines


EXHIBIT D – Cleaning Specifications


RIDER – Rules and Regulations


 




    ii


     


    

 


This document and its provisions are the intellectual property
of Empire State Realty Trust, Inc.


and may not be reproduced without permission.


© 2019 Empire State Realty Trust, Inc. All rights
reserved.


 


AGREEMENT OF LEASE,
made as of this 5th day of November, 2019 (this “Lease”), between ESRT ONE GRAND CENTRAL PLACE, L.L.C., a Delaware limited
liability company, with an address c/o ESRT Management, L. L. C., [Omitted pursuant Item 601(a)(6)], hereinafter referred to as “Landlord”
and ORCHESTRA BIOMED, INC., a Delaware corporation with an address at 405 Lexington Avenue, New York, New York 10174, hereinafter referred
to as “Tenant”.


 


WITNESSETH:


 


WHEREAS, Landlord wishes to
demise and let unto Tenant and Tenant desires to hire and take from Landlord, on the terms and subject to the conditions set forth herein,
a portion of the rentable area located on the twenty-fourth (24th) floor in the building that is known as One Grand Central
Place and by the street address of 60 East 42nd Street, New York, New York 10165 such building, together with any other buildings
and improvements incidental thereto or conjoined therewith, the “Building”), identified as Room/Suite 2430, as more particularly
shown on Exhibit “A” attached hereto and made a part hereof (such premises being referred to herein as the “Premises”;
the Building together with the plot of land and all tax parcels on which the Building is constructed or installed, the “Real Property”).


 


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 covenant and agree as follows:


 


		1.	DEMISE, TERM AND USE



 


A. Subject
to the terms of this Lease, Landlord hereby demises and lets to Tenant and Tenant hereby hires and takes from Landlord the Premises for
the term to commence on the later of (x) the date hereof and (y) November 1, 2019 (such later date, the “Commencement Date”),
and to end on the last day of the calendar month during which the day immediately preceding the date that is eight (8) years after the
Rent Commencement Date (as hereinafter defined) occurs (such date, the “Fixed Expiration Date”), unless the same shall
sooner terminate pursuant to terms hereof or pursuant to law (the Fixed Expiration Date, or such earlier date that the term of this Lease
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”). For all
purposes of this Lease, the parties agree that the rentable square foot area of the Premises shall be deemed to be five thousand one hundred
seventy-six (5,176) rentable square feet.


 


B. Tenant
shall use the Premises solely as general, administrative and executive offices for the conduct of Tenant’s business, and for lawful
purposes reasonably incidental thereto and for no other purpose. Without limiting the generality of the foregoing, it is expressly understood
that no portion of the Premises shall be used as, by or for (a) a telemarketing agency or call center, (b) the conduct of any retail or
wholesale trade or services (including, without limitation, any business with, or which is open to, the general public on an off-the-street
retail basis), (c) a travel or tourist agency, (d) an employment agency, executive search firm or similar enterprise, labor union, school,
or vocational training center (except for incidental and occasional training of Tenant’s employees who are employed at the Premises),
(e) a commercial document reproduction or offset printing service, (f) any Governmental Authority (as such term is defined in Article
15 hereof) or embassy or consular office of any country or other quasi-autonomous or sovereign organization or any Person (as hereinafter
defined), organization, association or other agency immune from service or suit in the courts of the State of New York or the assets of
which may be exempt from execution by Landlord in any action for damages, (g) a kitchen, cafeteria or restaurant or otherwise for the
sale, storage, warming, service or consumption of food or beverages in any manner whatsoever (except that Tenant may store, prepare, and
serve food and beverages, by reasonable means consistent with typical pantry use (including, without limitation, by means of customary
vending machines), for consumption by such Tenants’ employees and guests), (h) a firm whose principal business is real estate brokerage,
(i) the business of renting office or desk space, (j) a factory of any kind, or for any manufacturing purpose, (k) any use to which increased
security costs or insurance premiums payable by Landlord may be attributed, (l) a payroll office or check cashing operation, (m) any medical
use or purpose whatsoever, including without limitation, use as a pharmacy or clinic (or other facility performing medical, therapeutic
or rehabilitative procedures of any type or providing counseling of any kind); it being expressly understood that the Premises may not
be used for patient visits, consultations, exams or evaluations of any type (psychological, physical, etc.), (n) clinical and/or experimental
or pharmaceutical research, (o) a laboratory of any kind (including, without limitation, a research or pharmaceutical laboratory), (p)
focus groups, (q) a film, radio or video production or broadcasting studio, (r) gaming or gambling, or any pornographic or obscene purpose,
(s) any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling or sexual conduct of any kind,
(t) public assembly, (u) showrooms of any kind or (v) any use which has an adverse impact on the Building, any Building system or any
other Building tenant. 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/or a limited liability company.


 




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		2.	RENT



 


		A.	General:



 


		(i)	Tenant agrees to pay all Rental (as hereinafter defined) as herein provided at the office of Landlord
or at such other place as Landlord may designate, in lawful money of the United States of America that is legal tender of all debts and
dues, public or private, at the time of payment, and without any notice (except as may be specifically set forth herein), credit, abatement
(except as may be specifically set forth herein), set-off, deduction or reduction whatsoever.



 


		(ii)	The term “Additional Rent” shall mean any and all amounts, sums, fees or other charges
payable by Tenant to Landlord hereunder specifically including, without limitation, Escalation Rent (as defined below) but specifically
excluding Fixed Annual Rent (as hereinafter defined) and use and occupancy charges following any holdover. Unless otherwise expressly
set forth herein, Additional Rent shall be due within thirty (30) days after Landlord gives Tenant notice thereof. Landlord shall have
the same rights and remedies provided herein or by law with respect to Tenant’s non-payment of Additional Rent as it has with respect
to Tenant’s non-payment of Fixed Annual Rent.



 


		(iii)	The term “Applicable Rate” shall mean, at any particular time, the lesser of (x) eight
hundred (800) basis points above the Base Rate (as defined below) at such time, and (y) the maximum rate permitted by applicable law at
such time.



 


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



 


		(v)	The term “Escalation Rent” shall mean the Additional Rent payable pursuant to Sections
2.C. and 2.D. hereof.



 


		(vi)	The term “Rental” shall mean collectively, Additional Rent and Fixed Annual Rent.



 


		(vii)	The term “Rent Commencement Date” shall mean the date which is the one hundred fiftieth
(150th) day following the Commencement Date.



 


		B.	Fixed Annual Rent:



 


		(i)	The annual fixed rent for the Premises (the annual fixed rent payable hereunder for the Premises at any
particular time being referred to herein as the “Fixed Annual Rent”) shall be an amount equal to:



 


		(a)	Three Hundred Thirty-Six Thousand Four Hundred Forty and 00/100 Dollars ($336,440.00) per annum
for the period commencing on the Commencement Date through and including the day immediately preceding the fourth (4th) anniversary
of the Commencement Date ($28,036.67 per month); it being understood and agreed, that if no Default (as such term is defined in Article
5 hereof) has occurred and is then continuing, the Fixed Annual Rent for the period commencing on the Commencement Date and ending on
the day immediately preceding the Rent Commencement Date (such period, the “Free Rent Period”) shall be abated; it
being expressly acknowledged and agreed however, that Tenant shall continue to be responsible for paying all other Rental (specifically
including, without limitation, any and all charges for electricity) without any credit, set off, deduction or reduction during the aforesaid
period; and



 




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		(b)	Three Hundred Fifty-One Thousand Nine Hundred Sixty-Eight and 00/100 Dollars ($351,968.00) per annum
for the period commencing on the fourth (4th) anniversary of the Commencement Date through and including the Fixed Expiration
Date ($29,330.67 per month per month).



 


For the avoidance of any doubt, (i)
if a Default occurs and is then continuing during the Free Rent Period, (ii) the Lease has not been terminated as contemplated in Section
5.D. hereof, and (iii) Landlord, in Landlord’s sole discretion, subsequently elects to accept Tenant’s cure of such Default,
then in any such event, notwithstanding the Tenant has no right whatsoever to cure any Default under this Lease, the applicable breach
shall be deemed to have been cured within the applicable grace period set forth in Article 5 as if Tenant had timely cured the same prior
to the occurrence of any such Default; it being expressly understood and agreed that Landlord has no obligation whatsoever to accept any
cure of any Default once the same has occurred. Any such election by Landlord shall only pertain to the applicable Default and in no event
shall Landlord be deemed to have waived any rights whatsoever with respect to any other defaults arising under this Lease.


 


		(ii)	Tenant shall pay to Landlord Fixed Annual Rent in advance commencing on the Rent Commencement Date (subject
to Section 2.B.(i)(a) hereof) and on the first (1st) day of each month thereafter throughout the Term, in equal monthly installments,
without notice, credit, set off, deduction, counterclaim or reduction (except to extent otherwise expressly set forth herein).



 


		(iii)	Simultaneously with Tenant’s execution hereof, Tenant shall pay to Landlord an amount equal to Twenty-Eight
Thousand Thirty-Six and 67/100 Dollars ($28,036.67), which Landlord shall apply to the Fixed Annual Rent first becoming due hereunder.



 


		(iv)	Should the date on which Tenant is obligated to commence paying Fixed Annual Rent hereunder occur on any
day other than the first day of a month, then (i) the Fixed Annual Rent due hereunder for the calendar month during which such date occurs
shall be adjusted appropriately based on the number of days in such calendar month and (ii) subject to Section 2.B.(iii) hereof, Tenant
shall pay to Landlord such amount (adjusted as aforesaid for such calendar month) on such date. Provided that no Default has occurred
and is then continuing, if the Expiration Date is not the last day of a calendar month, then the Fixed Annual 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.



 


		C.	Operating Expense Escalations:



 


		(i)	Tenant shall pay to Landlord, as Additional Rent, operating expense escalations in accordance with this
Section 2.C.



 


		(ii)	The following terms shall have the following meanings:



 


		(a)	The term “Base Expenses” shall mean the Expenses (defined below) for the Base Expense
Year.



 


		(b)	The term “Base Expense Year” shall mean the calendar year 2020.



 




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		(c)	The term “Building Electricity Payment” shall mean shall mean fifty percent (50%) of
the Building’s payment to the utility company or companies for the provision, supply and distribution of electricity to the entire
Building irrespective of the actual allocation of electric service between leasable space and other portions of the Building and Building
systems.



 


		(d)	The term “Comparative Year” shall mean each calendar year commencing on or after January
1, 2021, in which occurs any part of the Term.



 


		(e)	The term “Expenses” shall mean the total of all costs and expenses paid, incurred or
borne by or on behalf of Landlord in insuring, maintaining, repairing, managing and operating the Real Property and providing services
therein; it being understood that Expenses shall include, without limitation, the Building Electricity Payment and management fees to
the extent such management fees are reasonably consistent with rates then customarily charged for building management for buildings of
like class and character. Expenses shall exclude or have deducted from them, as the case may be and as shall be appropriate the Standard
Expense Exclusions (as hereinafter defined).



 


		(f)	The “Expense Statement” shall mean a statement in writing issued by Landlord or the Building’s
managing agent from time to time during the Term, setting forth the amount payable by Tenant for a specified Comparative Year pursuant
to Section 2.C.(v) below.



 


		(g)	The term “Standard Expense Exclusions” shall have the meaning set forth on Exhibit “B”
attached hereto and made a part hereof.



 


		(h)	The term “Tenant’s Expense Share” shall mean forty-one hundredths percent (0.41%) which
represents a fraction, the numerator of which is the rentable square foot area of the Premises (5,176) and the denominator of which is
the rentable square foot area of the Building excluding the retail portion thereof (1,259,736) as of the date hereof.



 


		(iii)	If (i) Landlord makes an improvement to the Building or the land upon which the Building is constructed,
or a replacement of equipment at the Building or the land upon which the Building is constructed, in either case, in connection with the
maintenance, repair, management or operation thereof, (ii) generally accepted accounting principles (“GAAP”) require
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, (b) in lieu of repairs, or (c) for the purpose of saving or reducing Expenses (such as, for example, an improvement
that reduces labor costs or an improvement that saves energy costs), then Landlord shall have the right to include in Expenses the amount
that amortizes the cost of such improvement or such replacement, together with interest on the unamortized portion thereof that is calculated
at the Base Rate from the time of Landlord’s having incurred said expenditure, in equal annual installments over the shorter of (x) the
useful life of such improvement or such equipment as determined in accordance with GAAP, (y) 10 years, or (z) the Payback Period (as defined
below) (in any case, until the cost of such improvement or such equipment is amortized fully); provided, however, that 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 Expenses), the aforesaid amount that Landlord includes in Base Expenses or any particular Comparative Year shall
not exceed the cost of the repairs that Landlord would have otherwise made if Landlord did not make such improvement or replacement, as
reasonably estimated by Landlord. Notwithstanding anything to the contrary contained in this Lease, Landlord shall have the right, in
Landlord’s sole discretion, to exclude from Expenses the costs of certain non-recurring capital expenditures and/or the costs of certain
non-recurring repairs (including the then remaining unamortized costs of any such non-recurring expenditure or repair incurred prior to
the Term) which Landlord would otherwise have the right to include in Expenses pursuant to the terms of this Article 2; it being understood
and agreed, however, that if Landlord elects to exclude any such costs, the same shall be excluded from the Base Expense Year and any
subsequent Comparative Years occurring during the Term. As used herein, the term “Payback Period” means the length of
time (expressed in months) obtained by multiplying (x) the quotient of (i) the aggregate costs of any such capital improvement, divided
by (ii) the Projected Annual Savings, times (y) twelve (12). By way of example: if the aggregate costs of such capital improvement are
$2,000,000 and the Projected Annual Savings are $500,000, then the simple payback period for such capital improvement is forty-eight (48)
months. The term “Projected Annual Savings” means the anticipated or estimated average annual savings (whether or not
actually realized) in Expenses (subject to reasonable assumptions and qualifications of the Building’s operating costs (such as
utility costs, steam costs, etc.), determined using commonly applied engineering methods by an independent engineer selected by Landlord.



 




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		(iv)	If during all or part of the Base Expense Year or any Comparative Year, Landlord shall not furnish any
particular item(s) of work or service (which would constitute an Expense hereunder) to portions of the Building due to the fact that such
portions are not occupied or leased, or because such item of work or service is not required or desired by the tenant of such portion,
or such tenant is itself obtaining and providing such item of work or service, or for other reasons, then, for the purposes of computing
the Additional Rent payable under this Section 2.C, the amount of the Base Expenses and/or the Expenses for any such Comparative Year,
as applicable, shall be increased by an amount equal to the Expenses which would reasonably have been incurred during such period by Landlord
if it had at its own expense furnished such item of work or services that had not been provided to such portion of the Real Property;
it being understood and agreed that if Landlord increases the Expenses for a particular Comparative Year as contemplated herein, Landlord
shall also increase the Base Expenses by such amount.



 


		(v)	Tenant shall pay the Expense Payment (as hereinafter defined) to Landlord as Additional Rent in accordance
with the terms of this Section 2.C.(v). The term “Expense Payment” shall mean an amount equal to the product obtained
by multiplying (A) the excess (if any) of (i) the Expenses for such Comparative Year, over (ii) the Base Expenses, by (B) Tenant’s Expense
Share. 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 Expense Payment for a particular Comparative Year (any such statement that Landlord gives to Tenant being referred
to herein as a “Prospective Expense Statement”; one-twelfth (1/12th) of the Expense Payment shown on a Prospective Expense
Statement being referred to herein as the “Monthly Expense Payment Amount”). If Landlord gives to Tenant a Prospective
Expense Statement, Tenant shall pay to Landlord, as Additional Rent, on account of the Expense Payment due hereunder for such Comparative
Year, the Monthly Expense Payment Amount, on the first (1st) day of each subsequent calendar month for the remainder of such
Comparative Year (without Landlord being required to send any further notice thereof), unless and until a new adjustment of the Expense
Payment becomes effective pursuant to the provisions of this Section 2.C.(v) based upon Landlord’s issuance of an updated Expense Statement.
Tenant shall pay the Monthly Expense Payment Amount in the same manner as the monthly installments of the Fixed Annual Rent hereunder.
If Landlord gives Tenant a Prospective Expense Statement after the first (1st) day of the applicable Comparative Year to which
it relates, then Tenant shall also pay to Landlord, within thirty (30) days after the date that Landlord gives the Prospective Expense
Statement to Tenant, an amount equal to the excess of (I) the product obtained by multiplying (x) the Monthly Expense Payment Amount,
by (y) the number of calendar months that have theretofore elapsed during such Comparative Year, over (II) the aggregate amount theretofore
paid by Tenant to Landlord on account of the Expense Payment for such Comparative Year.



 




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		(vi)	Following the expiration of the Base Expense Year and each Comparative Year, Landlord shall submit to
Tenant an Expense Statement setting forth the Base Expenses, and the Expense Payment, if any, due to Landlord from Tenant for such Comparative
Year under this Section 2.C (i.e., a true-up statement). Within thirty (30) days after Landlord’s rendering of such Expense Statement,
Tenant shall pay to Landlord as part of the Expense Payment for the Comparative Year to which such Expense Statement relates, an amount
equal to the excess (if any) of the Expense Payment for such Comparative Year, as set forth in the Expense Statement, over the Expense
Payment previously collected from Tenant for such Comparative Year pursuant to the terms of this Section 2.C. Provided that no Default
has occurred and is then continuing, if the Expense Payment for any Comparative Year, as set forth in the true-up statement, shall be
less than the amount of the Expense Payment previously paid by Tenant pursuant to this Section 2.C for such Comparative Year, the difference
shall be credited against amounts thereafter payable by Tenant pursuant to this Section 2.C. If (x) Tenant is entitled to a credit pursuant
to this subparagraph (vi), 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 (less any amounts that may then remain due and payable pursuant to the terms of this Lease)
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). Notwithstanding the foregoing to the contrary, Landlord shall have no obligation to credit or refund to Tenant any amounts paid
hereunder which were paid by or on behalf of a Person other than Tenant (i.e. a predecessor tenant under this Lease).



 


		(vii)	



 


(a) Any
Expense Statement that Landlord gives to Tenant shall be binding upon Tenant conclusively unless, within thirty (30) days after the date
that Landlord gives Tenant such Expense Statement, Tenant gives a notice (an “Audit Notice”) to Landlord objecting to
such Expense Statement which notice shall specify the particular respects in which Tenant objects to such Expense Statement. Tenant’s
right to give an Audit Notice (and conduct the audit contemplated by this subparagraph 2.C.(vii)) shall survive the Expiration Date (to
the extent that the Expiration Date occurs earlier than the thirtieth (30th) day after the date that Landlord gives the applicable Expense
Statement to Tenant). Tenant shall have the right to audit the Base Expenses as contemplated by this subparagraph 2.C.(vii) only after
receiving the Expense Statement for the first Comparative Year following the Base Expense Year that sets forth the Base Expenses, and,
accordingly, once Tenant’s right to so audit the Base Expenses lapses, Tenant shall not have the right to thereafter audit the Base Expenses,
notwithstanding that the Base Expenses are included in the calculation of the Expense Payment for Comparative Years. If Tenant
gives an Audit Notice to Landlord, then, subject to the terms of this subparagraph 2.C.(vii), Tenant may examine Landlord’s books and
records relating to such Expense Statement to determine the accuracy thereof, provided that (x) Tenant commences such audit within thirty
(30) days following the date Tenant gives Landlord an Audit Notice and (y) such audit is completed within sixty (60) days following the
date Tenant gives Landlord an Audit Notice. Time shall be of the essence with respect to all time periods set forth in this Section 2.C.(vii).
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; it being expressly understood that Tenant shall not be permitted to
copy, reproduce or otherwise transcribe any portion of Landlord’s books and records. Tenant shall not have the right to conduct an audit
of Landlord’s books and records as described in this subparagraph Section 2.C. (vii) during the period that a 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 one of the “big-4” firms of certified public
accountants (or their successors), or, at Tenant’s option, a certified public accountant from a reputable firm that is reasonably acceptable
to Landlord; provided, however, that Tenant shall not be entitled to be so accompanied by any certified public accountant unless Tenant
and such certified public accountant certify to Landlord in a written instrument that is reasonably satisfactory to Landlord that the
compensation being paid by Tenant to such certified public accountant is not conditioned or otherwise contingent (in whole or in part)
on the extent of any reduction in the Expense Payment that derives from such examination. Tenant shall not have the right to conduct any
such audit unless and until Tenant delivers to Landlord an executed confidentiality agreement, in a form reasonably designated by Landlord,
signed by Tenant and Tenant’s certified public accountant to which such books and records are proposed to be disclosed, pursuant to which
Tenant and such certified public accountants 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 accountant 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).


 




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(b) If
it is determined ultimately that (i) Landlord, in an Expense Statement, overstated the Expense Payment, and (ii) Tenant overpaid the Expense
Payment for a particular Comparative Year, then Tenant shall be entitled to credit the amount of such overpayment of the Expense Payment
against the Fixed Annual Rent thereafter coming due hereunder. If (x) Tenant is entitled to a credit against Fixed Annual Rent pursuant
to this subparagraph (vii)(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 (less any amounts that may then remain due and payable pursuant to the terms of this Lease)
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) Pending
the resolution of any audit contemplated in this subparagraph (vii), Tenant shall pay the Expense Payment to Landlord in accordance with
the Expense Statement furnished by Landlord.


 


D. Tax
Escalation. Tenant shall pay to Landlord, as Additional Rent, tax escalation in accordance with this Section 2.D.


 


		(i)	For the purposes of this Section 2.D, the following definitions shall apply:



 


(a) The
term “Base Year Taxes” shall mean the Real Estate Taxes for the Base Tax Year.


 


(b) The
term “Base Tax Year” shall mean the Tax Year commencing on July 1, 2019 and ending on June 30, 2020.


 


(c) The
term “Comparative Tax Year” shall mean each Tax Year commencing on or after July 1, 2020 (or such other twelve (12) month
period commencing on or after July 1, 2020 adopted by the City of New York as its fiscal Tax Year).


 


(d) The
term “Comparative Year Taxes” shall mean the Real Estate Taxes for the Comparative Tax Year.


 


(e) 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.


 




    7


     


    

 


(f) The
term “Real Estate Taxes” shall mean the total of all taxes, fees and special or other assessments levied, assessed or
imposed at any time by any Governmental Authority upon or against the Real Property (including, without limitation, any taxes, fees and
assessments that are levied based on the use of water or energy by Landlord and/or the Building). Notwithstanding the foregoing, Real
Estate Taxes shall be calculated without taking into account (i) any discount that Landlord receives by virtue of any early payment of
Real Estate Taxes, (ii) any penalties or interest that the applicable Governmental Authority imposes for the late payment of such real
estate taxes or assessments or (iii) any Excluded Amounts. For the avoidance of doubt, Real Estate Taxes shall be calculated taking into
account any abatement, exemption or deferral or credit of Real Estate Taxes to which the Real Property is entitled to. If because of any
change in the taxation of real estate or in the taxing authority, or for any other reason, 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 in whole or in part for the
Real Estate Taxes, or in lieu of additions to or increases of said Real Estate Taxes (whether or not the enabling legislation states that
such tax is in substitution in whole or in part for the Real Estate Taxes, or in lieu of additions to or increases of said Real Estate
Taxes), then such other tax or assessment to the extent substituted shall be included within the definition of Real Estate Taxes for the
purposes hereof. As to special assessments which are payable over a period of time extending beyond the Term, only a pro rata portion
thereof covering the portion of the Term unexpired at the time of the imposition of such assessment, shall be included in Real Estate
Taxes. If by law, any assessment may be paid in installments, then, for the purposes hereof (i) such assessment shall be deemed to have
been payable in the maximum number of installments permitted by law and (ii) there shall be included in Real Estate Taxes, for each Comparative
Tax Year in which such installments may be paid, the installments of such assessment so becoming payable during such Comparative Tax Year,
together with interest payable during such Comparative Tax Year in respect of any such installment.


 


(g) The
term “Tax Payment” shall mean, with respect to any Comparative Tax Year, the product obtained by multiplying (i) the
excess of (A) the applicable Comparative Year Taxes, over (B) the Base Year Taxes, by (ii) Tenant’s Tax Share.


 


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


 


(i) The
term “Tenant’s Tax Share” shall mean thirty-nine hundredths percent (0.39%) which represents a fraction, the numerator
of which is the rentable square foot area of the Premises (5,176) and the denominator of which is the rentable square foot area of the
Building (1,331,653) as of the date hereof.


 


		(ii)	



 


(a) Subject
to the terms of this Section 2.D., Tenant shall pay the Tax Payment to Landlord, as Additional Rent. Before or after the start of each
Comparative Tax Year, Landlord shall furnish to Tenant a statement of the Comparative Year Taxes, and a statement of the Base Year Taxes.
If the Comparative Year Taxes exceed the Base Year Taxes, an amount equal to the Tax Payment shall be due from Tenant to Landlord, and
such Additional Rent shall be payable by Tenant to Landlord in equal monthly installments each equal to one-twelfth (1/12th) of the Tax
Payment, each payable with the monthly installment of Fixed Annual Rent. If such statement is tendered to Tenant after the commencement
of any Comparative Tax Year, Tenant shall pay to Landlord within thirty (30) days after such statement is tendered, a lump sum equal to
the product resulting from multiplying the Tax Payment, by a fraction the numerator of which is the number of full and partial months
elapsed from the commencement of the relevant Comparative Tax Year and the denominator of which is twelve (12). Thereafter, Tenant shall
commence paying the monthly installments of the Tax Payment with the next installment of Fixed Annual Rent next due and continue paying
the same on a monthly basis in accordance with the terms hereof until a subsequent statement with respect thereto is rendered by Landlord.


 




    8


     


    

 


(b) Should
the Base Year Taxes be reduced by final determination of legal or administrative proceedings, settlement or otherwise, then the Base Year
Taxes shall be correspondingly revised, the Additional Rent theretofore paid or payable hereunder for all Comparative Tax Years shall
be recomputed on the basis of such reduction, and Tenant shall pay to Landlord as Additional Rent, within thirty (30) days after being
billed therefor, any deficiency between the amount of such Additional Rent as theretofore computed and the amount thereof due as the result
of such recomputations.


 


(c) If
Tenant shall have made a payment of Additional Rent under this Section 2.D and Landlord shall receive during the Term a refund of any
portion of the Real Estate Taxes paid for any Comparative Tax Year after the Base Tax Year on which such payment of Additional Rent shall
have been based, as a result of a reduction of such Real Estate Taxes by final determination of legal proceedings, settlement or otherwise,
Landlord shall, promptly after receiving the refund, credit to Tenant, Tenant’s Tax Share of the refund less Tenant’s Tax Share of expenses
(including reasonable attorneys’, consultants’ and appraisers’ fees) incurred by Landlord in connection with any such application, settlement,
negotiation or proceeding (unless previously included in Real Estate Taxes for the Comparative Tax Year to which such expenses relate).
If prior to the payment of taxes for any Comparative Tax Year, Landlord shall have obtained a reduction of that Comparative Tax Year’s
assessed valuation of the Real Property, and therefore of said taxes, then the Real Estate Taxes for that Comparative Tax Year shall be
deemed to include the amount of Landlord’s expenses in obtaining such reduction in assessed valuation, including reasonable attorneys’,
consultants’ and appraisers’ fees. If (i) Tenant is entitled to a credit pursuant to this subparagraph (c), and (ii) 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 (less any
amounts that may then remain due and payable pursuant to the terms of this Lease) 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). Notwithstanding the foregoing to the contrary,
Landlord shall have no obligation to credit or refund to Tenant any amounts paid hereunder which were paid by or on behalf of a Person
other than Tenant (i.e. a predecessor tenant under this Lease).


 


(d) Additionally,
Tenant shall pay to Landlord, on demand, a sum equal to Tenant’s Tax Share of any business improvement district assessment (whether currently
existing or established at any time hereafter) payable with respect to or imposed upon Landlord and/or the Real Property in any year.


 


		(iii)	Tenant hereby agrees to comply and cooperate with Landlord’s efforts, if any, to obtain any current or
future tax incentive benefits, exemptions or abatements which Landlord may now or hereafter be entitled to at law or otherwise.



 


E. No
Right to Apply Security: Tenant shall not have the right to apply any security deposited to assure Tenant’s faithful performance of
Tenant’s obligation hereunder to the payment of any installment of Fixed Annual Rent or Additional Rent.


 


F. No
Reduction in Fixed Annual Rent, Etc.: In no event shall the Fixed Annual Rent under this Lease be reduced by virtue of any decrease
in the amount of any Additional Rent payment under this Article or any other provision of this Lease.


 


G. Failure
to Pay Rental in Full: If Landlord receives from Tenant any payment less than the total Rental then due and owing pursuant to this
Lease, Tenant hereby waives its right, if any, to designate the items to which such payment shall be applied and agrees that Landlord
in its sole discretion may apply such payment in whole or in part to any Fixed Annual Rent, Escalation Rent, or any other item of Rental
payable hereunder or to any combination thereof then due and payable hereunder; it being understood and agreed that the foregoing shall
not limit or impair Landlord’s rights or remedies in the event of any Default.


 




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H. Payment
of Rental by Another Person: Unless Landlord shall otherwise expressly agree in writing, acceptance of any portion of the Rental from
any Person other than Tenant shall not relieve Tenant of any of its other obligations under this Lease, including the obligation to pay
other Rental, and Landlord shall have the right at any time, upon notice to Tenant, to require Tenant (rather than someone other than
Tenant) to pay the Rental payable hereunder directly to Landlord. Furthermore, such acceptance of Rental shall not be deemed to constitute
an assignment of this Lease, a subletting of the Premises or Landlord’s consent to an assignment of this Lease or a subletting or other
occupancy of the Premises by any Person other than Tenant, nor a waiver of any of Landlord’s rights or Tenant’s obligations under this
Lease.


 


I. Partial
Comparative Year: If the Commencement Date shall occur during a Comparative Year or a Comparative Tax Year commencing prior to the
Term, then the Additional Rent due under any paragraph of this Article 2 for such first Comparative Year or Comparative Tax Year (as the
case may be) shall be prorated based upon the length of time that the Term will be in existence during such first Comparative Year or
Comparative Tax Year[, as the case may be. Subject to the provisions of Article 6 hereof, if the Expiration Date is not the last day of
a Comparative Tax Year or the last day of a Comparative Year, then upon the Expiration Date, the Additional Rent due under any paragraph
of this Article 2 shall be prorated based upon the length of time that the Term will be in existence during such Comparative Year or Comparative
Tax Year, as the case may be and such prorated amount shall immediately become due and payable by Tenant to Landlord, if it was not theretofore
already billed and paid. Landlord shall, as soon as reasonably practicable, compute the Additional Rent due from Tenant, as aforesaid,
which computations shall either be based on the particular Comparative Year’s or Comparative Tax Year’s actual figures or be estimated
based upon the most recent statements theretofore prepared by Landlord and furnished to Tenant as may be required under any paragraph
in this Article. If an estimate is used, then Landlord shall cause statements to be prepared on the basis of the particular Comparative
Year’s or Comparative Tax Year’s actual figures promptly after they are available, and thereupon, Landlord and Tenant shall make appropriate
adjustments of any estimated payments theretofore made.


 


		3.	ELECTRICITY



 


A. Subject
to the terms hereof, the parties agree that electricity distribution to the Premises shall be on a “submetering” basis.


 


B. INTENTIONALLY
DELETED.


 


C. Submetering:


 


(i) For
the purposes of this Section 3.C., the following definitions shall apply:


 


(a) “Landlord’s
Cost” for redistributed electricity means the product of (1) Landlord’s Cost Rates for the relevant Utility Billing Period
multiplied by (2) Tenant’s electricity consumption (i.e., energy and demand) based on the meter readings referred to below.


 


(b) “Landlord’s
Cost Rates” means the sum of “Landlord’s Electricity Consumption Cost” and “Landlord’s Electricity
Demand Cost”.


 


(c) “Landlord’s
Electricity Consumption,” for any given Utility Billing Period means the number of kilowatt-hours of electricity consumed in
and for the Building (including common areas, tenantable areas and mechanical areas) during said Utility Billing Period, as indicated
on the applicable utility bills.


 


(d) “Landlord’s
Electricity Consumption Cost,” (Landlord’s cost per KWH) for any given Utility Billing Period means the amount arrived
at by dividing (x) Landlord’s KWH cost, as imposed by the utility company (inclusive of any taxes, including any taxes included
in the computation of said utility bills) for Landlord’s Electricity Consumption for said Utility Billing Period, inclusive of any
fuel adjustments or rate adjustments contained in said utility bill allocable to Landlord’s Electricity Consumption, by (y) Landlord’s
Electricity Consumption (KWH) as indicated on said bills.


 




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(e) “Landlord’s
Electricity Demand” for any given Utility Billing Period means the number of kilowatts of electricity demanded in and for the
Building (including, without limitation, common areas, tenantable areas and mechanical areas) during said Utility Billing Period, as indicated
on the applicable utility bill.


 


(f) “Landlord’s
Electricity Demand Cost” (Landlord’s Cost per KW) for any given Utility Billing Period means the amount arrived at by dividing
(x) Landlord’s KW cost, as imposed by the utility company (inclusive of any taxes, including any taxes included in the computation
of said utility bill) for Landlord’s Electricity Demand for said Utility Billing Period, inclusive of any rate adjustments allocable
to Landlord’s Electricity Demand (provided that same have not been included in the computation of Landlord’s Electricity Consumption
Cost), by (y) Landlord’s Electricity Demand (KW) as indicated on said bill.


 


(g) “Utility
Billing Period” means the respective period of electricity consumption and demand for which Landlord is charged on each successive
bill from the utility company furnishing electricity to the Building.


 


(ii) If
and so long as Landlord provides electricity to the Premises (with Landlord providing an average connected load of four (4) watts of electricity
per usable square foot of the Premises (the “Maximum Capacity”), which shall be the maximum electric service Landlord
shall be obligated to redistribute to the Premises) on a submetering basis, Tenant covenants and agrees to purchase the same from Landlord
or Landlord’s designated agent at Landlord’s Cost plus eight percent (8%) thereof. Where more than one meter measures the
service of Tenant in the Building, the KWH and KW recorded by each meter shall be added and the aggregate shall be billed as if measured
by a single meter. Bills therefor shall be rendered at such times as Landlord may elect and the amount, as computed from a meter or meters
and determined by a reputable electrical consultant, selected by Landlord (“Landlord’s Electrical Consultant”) in accordance
with this Article 3, shall be deemed to be, and be paid as, Additional Rent. For purposes of determining Landlord’s Electricity
Consumption Cost and Landlord’s Electricity Demand Cost, each amount appearing on any utility bill for demand, energy, fuel or rate
adjustments shall be taken into account (where it cannot be determined from the utility bill whether such amount relates to consumption
or to demand, it shall be deemed to relate to demand). If any submeter shall measure Tenant and any other tenant’s consumption of
electricity, the cost of all such electricity consumption shall be allocated among Tenant and all other tenants whose electricity consumption
is being measured by such submeter based upon the ratio of rentable square feet (as measured using the same methodology as used to calculate
the rentable square feet in the Premises for the purposes of this Lease) in each of the Premises and those portions of such other tenants’
premises served by such submeter bears to the total number of rentable square feet served by such submeter.


 


(iii) If
the submeter or submeters to measure Tenant’s KW and KWH has not or have not been installed, connected and/or is not or are not
yet functioning, Tenant shall pay for the distribution of electric power and use of Landlord’s facilities to provide electrical
power to the Premises, a charge equal to the amount that results from (a) multiplying One and 50/100 Dollars ($1.50) by the number of
rentable square feet within the Premises, (b) dividing such result by 365 and (c) multiplying the result of (b) by the number of days
until the date on which the appropriate submeter(s) are installed, connected and functioning; provided, however, that if Tenant fails
to connect the applicable submeter or submeters on or prior to the date which is thirty (30) days after the date that Tenant moves into
the Premises, the aforesaid amount of One and 50/100 Dollars ($1.50) shall be increased to Three and 25/100 Dollars ($3.25) from and after
such thirty (30) day period until the submeters are connected.


 


(iv) Notwithstanding
the foregoing to the contrary, as of the date hereof, a submeter or submeters measuring Tenant’s demand for and consumption of electricity
in Suite 2430 have been installed, connected and are functioning and such submeters exclusively measure Tenant’s demand for and
consumption of electricity in the Premises.


 




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D. General
Conditions:


 


(i) All
determinations (which may be presented or communicated in the form of an invoice, report, survey or letter notification to Tenant) by
Landlord’s Electrical Consultant shall be binding and conclusive on Tenant from and after the delivery of a copy of each presentation
or communication of the relevant determination to Tenant, unless, within fifteen (15) days after delivery thereof, time being of the essence,
Tenant notifies Landlord that Tenant disputes such determination (such notice, an “Electricity Dispute Notice”). If Tenant
so disputes any such determination, within thirty (30) days following the date Tenant gives Landlord the Electricity Dispute Notice, Tenant
shall, at Tenant’s own cost and expense, obtain from a reputable, independent electrical consultant Tenant’s own determination in
accordance with the provisions of this Article 3 and deliver a copy of such determination (showing all calculations, data and describing
all assumptions and criteria used to make such determination) to Landlord. Tenant’s consultant and Landlord’s Electrical Consultant then
shall seek to agree on the disputed items set forth in the Electricity Dispute Notice. If they cannot agree within thirty (30) days after
the day Tenant gives Landlord Tenant’s determination as provided above, Landlord and Tenant shall choose a third reputable electrical
consultant, whose cost shall be shared equally by the parties, to make similar determinations that shall be controlling. If Landlord and
Tenant cannot agree on such third consultant within ten (10) days, then either party may apply to the Supreme Court in the County of New
York for such appointment. TENANT AGREES THAT IF TENANT SHALL FAIL TO DISPUTE WITHIN THE AFORESAID FIFTEEN (15) DAY PERIOD ANY DETERMINATION
BY LANDLORD’S ELECTRICAL CONSULTANT OR SHALL FAIL TO COMPLY WITH ANY OTHER TIME PERIOD SET FORTH IN THIS SECTION 3.D (E.G., THE
THIRTY (30) DAY PERIOD TO DELIVER TENANT’S OWN DETERMINATION AS AFORESAID), TIME BEING OF THE ESSENCE, TENANT SHALL HAVE IRREVOCABLY
AND CONCLUSIVELY WAIVED THE RIGHT TO DISPUTE THE RELEVANT DETERMINATION. The fact that Landlord’s
electrical consultant is or has been employed by or is or has been retained by Landlord or Landlord’s affiliates to perform services
for it or them (and irrespective of however long such relationship may have existed), shall not be a reason to dispute (or be a defense
to) any determination made by such Landlord’s electrical consultant or disqualify Landlord’s consultant from performing any
act or service contemplated by this Article 3.


 


(ii) As
a condition to Tenant’s right to initiate and maintain any such dispute of any such determination, bill or charge made or rendered
by or for the benefit of Landlord, Tenant shall pay to Landlord the amount of Additional Rent in accordance with the determinations made
by Landlord’s Electrical Consultant or pursuant to any other Landlord’s bill until any such dispute has been finally determined
in accordance with procedures specified in this Section 3.D. If the controlling determinations differ from Landlord’s Electrical Consultant
or Landlord’s bill or charge, then the parties shall promptly make adjustment for any deficiency owed by Tenant or overage paid
by Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall not have the right to initiate any dispute hereunder
during the period that a monetary default or material non-monetary default has occurred and is continuing.


 


(iii) Subject
to the provisions of this Article 3 and Article 45 hereof, Tenant may, at Tenant’s option, purchase from Landlord or its agents all lamps
and bulbs used in the Premises; it being understood that regardless of whether Tenant elects to purchase such lamps and bulbs from Landlord
or such other provider, Tenant shall pay for any and all costs of installation thereof and any and all such lamps and bulbs shall not
exceed the wattage requirements of the existing light fixtures in the Premises. Tenant shall also pay as Additional Rent hereunder all
sums incurred by Landlord to install, repair, maintain or replace any meter or sub-meter serving the Premises. If all or part of the submetering
Additional Rent payable in accordance with this Article 3 becomes uncollectable or reduced or refunded by virtue of any Requirements,
the parties agree that, at Landlord’s option, in lieu of submetering Additional Rent, and in consideration of Tenant’s use of the Building’s
electrical distribution system and receipt of redistributed electricity and payment by Landlord of consultants’ fees and other redistribution
costs, the Fixed Annual Rent shall be increased by an “alternative charge” which shall be an amount equal to the average cost
per rentable square foot of the Premises per year, as was paid by Tenant for electricity on a submetered basis during the immediately
preceding twelve (12) month period (unless Tenant was not operating its business in the Premises for the duration of the immediately preceding
twelve (12) month period, in which case, the aforesaid “alternative charge” shall be an amount equal to the average cost per
rentable square foot as was paid for comparable sized office tenants in comparable industries during the immediately preceding twelve
(12) months) which amount shall be increased in the same percentage as any increases in the actual cost to Landlord for electricity for
the entire Building subsequent thereto because of electric rate or service classification or market price changes, as hereinabove provided.
Notwithstanding anything herein set forth to the contrary, Additional Rent under this Article 3 shall commence on the date that Landlord
tenders possession of the Premises to Tenant


 




    12


     


    

 


(iv) Subject
to Article 22 and Section 42.G. hereof, 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. Tenant covenants and agrees that at all times its use of electric current shall never exceed (x) the Maximum Capacity or (y)
the capacity of existing feeders to the Building or the risers or wiring installation. Tenant agrees not to connect any additional electrical
equipment to the Building electric distribution system which shall increase consumption or demand beyond the Maximum Capacity, and the
capacity and rating of the electrical system directly servicing the Premises. The parties acknowledge that they understand that it is
anticipated that electric rates, charges, etc., may be changed by virtue of time-of-day rates, or other methods of billing, electricity
purchases and the redistribution thereof, and fluctuations in the market price of electricity, and that the references in the foregoing
paragraphs to changes in methods of or rules on billing are intended to include any such change. Notwithstanding anything to the contrary
contained in this Section 3.D, in no event is the submetering Additional Rent, or any “alternative charge”, to be less than
an amount equal to the total of Landlord’s payments to public utilities and/or others for the electricity consumed by Tenant (and any
taxes on Landlord’s purchase of the same or on redistribution of same) plus eight percent (8%).


 


(v) Notwithstanding
anything to the contrary contained in this Lease, Landlord reserves the right to terminate the furnishing of electricity on a submetering
basis, at any time if and to the extent required by applicable Requirements, in which event Landlord shall notify Tenant thereof and Tenant
shall make application directly to the public utility and/or other providers for Tenant’s entire separate supply of electric current and
Landlord shall permit its wires and conduits, to the extent available and safely capable, to be used for such purpose and only to the
extent of Tenant’s then authorized connected load. Any meters, risers, or other equipment or connections necessary to enable Tenant to
obtain electric current directly from such utility shall be installed at Tenant’s sole cost and expense, subject to and in accordance
with all applicable provisions of this Lease; it being expressly understood that Landlord shall have no obligations or liability with
respect to any such meters, risers, or other equipment or connections. Only rigid conduit or electricity metal tubing (EMT) will be allowed.
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 or such later date that Landlord discontinues providing electricity to Tenant, as the case may be, (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 3. Landlord shall provide Tenant with notice at least thirty (30) days prior to the effective date of any
such Requirement. Landlord shall not discontinue furnishing electricity to the Premises as contemplated by this Section 3.D(v) (to the
extent permitted by applicable Requirements) until Tenant obtains electric service directly from the utility company; it being understood,
however, that Tenant shall use Tenant’s diligent efforts to obtain electricity for the Premises directly from the utility company as contemplated
herein.


 


(vi) Landlord
may, from time to time, following the expiration of the twelfth (12th) full month of the Term (but not more frequently than one (1) time
in any twelve (12) month period), cause Landlord’s Electrical Consultant to determine Tenant’s electrical requirements for
the Premises over the twelve (12) months immediately preceding each such determination. If Landlord’s Electrical Consultant shall
determine that Tenant’s maximum demand at any time shall not have exceeded the Maximum Capacity (the difference between the Maximum
Capacity and such highest demand being the “excess electrical capacity”), then Landlord may, in its sole discretion and
at its sole cost and expense, at any time following the thirtieth (30th) day after giving Tenant notice (hereinafter referred
to as the “Electric Recapture Notice”) of Landlord’s intent to do so, reduce the available electric service to
the Premises so that the service to be provided shall be not less (but need not be more) than the capacity represented by the highest
demand recorded or determined to have been required by Tenant during such twelve (12) month period, unless Tenant shall have objected
to such reduction in the manner hereinafter provided within such thirty (30) day period, time being of the essence. The Electric Recapture
Notice shall be (a) given not later than six (6) months following the determination of such excess electrical capacity and (b) accompanied
by an explanation in reasonable detail of how the determination of such excess electrical capacity was made. Any objection to such reduction
of all or any portion of excess electrical capacity shall be in writing specifying in reasonable detail the reasons for such objection,
including, without limitation, calculations of Tenant’s electrical requirements prepared by a licensed electrical engineer. Any
such dispute shall be resolved pursuant to the dispute resolution provisions of Section 3.D.(i) above. If it then shall be determined
that excess electrical capacity exists, then Landlord, at Landlord’s expense, may then take such steps as it deems appropriate to effect
such reduction in electric service. Such reduction may be effected by Landlord replacing or otherwise changing any component of the electrical
system serving the Premises. From and after the date of such reduction, the Maximum Capacity shall be deemed reduced by the excess electrical
capacity for all purposes of this Lease; provided, however, that if Tenant subsequently demonstrates to Landlord’s reasonable satisfaction
(as evidenced by a load letter on Landlord’s standard form thereof prepared by an electrical consultant reasonably acceptable to Landlord)
that it requires electrical capacity in excess of that then being provided by Landlord to Tenant, then Landlord, at Landlord’s sole
cost and expenses, shall again make available to Tenant the additional electricity demonstrated by Tenant to be required by it, subject,
however, to the Maximum Capacity that Landlord has agreed to provide pursuant to this Article 3. Tenant acknowledges that the purpose
of this subsection (vi) is to foster conservation of electric consumption in the Building and to reserve electric capacity in the Building
for future planning and leasing and that Landlord’s recapturing such excess capacity is a reasonable means to accomplish such goals.
Notwithstanding anything contained herein to the contrary, if at any time the electrical service available to the Premises shall exceed
the Maximum Capacity, Landlord may at any time (without being subject to dispute and irrespective of Tenant’s actual use or peak
demand) reduce the electric service available to the Premises, provided that the electric service shall not be less than the Maximum Capacity.
If such required electric service shall also result in excess electrical capacity, Landlord may further reduce such electric service pursuant
to the terms of the preceding provisions of this subsection (vi). Nothing contained in this Section 3.D.(vi) (including, without limitation,
references herein to excess electrical capacity) shall be construed to grant Tenant permission or any rights to use any electrical capacity
in excess of the Maximum Capacity.


 




    13


     


    

 


(vii) Tenant
acknowledges that amounts payable pursuant to this Article 3 are not intended merely to reimburse Landlord for Landlord’s actual
costs.


 


(viii)
Notwithstanding anything herein set forth to the contrary, if permitted by Requirements, Landlord may (x) contract separately with one
or more other providers to provide one or more of the component services which together make up the entire package of electric service
(e.g., transmission, generation, distribution and ancillary services) to the Building or (y) make other arrangements to transmit, generate
and/or distribute electricity to satisfy all or a portion of the requirements of the Building (any such other provider or Landlord (or
Landlord’s designee), if Landlord makes such arrangements, as the case may be, is hereinafter referred to as an “Alternative Service
Provider”); provided, however, that in either event, (i) the charges imposed by such Alternative Service Provider shall be included
in the calculation of Landlord’s Electricity Consumption Cost and Landlord’s Electricity Demand Cost 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 (such costs that Landlord
would have otherwise incurred “Market Electricity Costs”); it being understood and agreed, however that to the extent
such Alternative Service Provider reduces Landlord’s Cost below Market Electricity Costs, Landlord shall have the right to bill Tenant
and Tenant shall continue to pay to Landlord, the Market Electricity Costs, i.e., Landlord shall have no obligation to pass through such
savings to Tenant pursuant to this Article 3 and (ii) references throughout this Lease to “utility company” or the “public
utility” shall be deemed to refer to such Alternative Service Provider. If Landlord elects to contract with another Alternative Service
Provider, Tenant shall cooperate with Landlord and each such Alternative Service Provider to effect any change to the method or means
of providing and distributing electricity service to the Premises or any other portion of the Building by reason of such change in the
provision of electricity. Such cooperation shall include but not be limited to providing Landlord or any such Alternative Service Provider
and either of their respective designees access to the Premises and to all wiring, conduit, lines, feeders, cable, electricity panel boxes
and any other component of the electrical distribution system within or adjacent to the Premises. Subject to Article 22 and Section 42.G.
hereof, Landlord shall not be liable to Tenant for any loss or damage or expense which Tenant may sustain or incur if such change shall
interfere with Tenant’s business except to the extent that loss or damage or expense results from Landlord’s negligence or willful
misconduct, nor shall any such interference, change, interruption, constitute an actual or constructive eviction of Tenant.


 


(ix) Landlord
reserves the right to install a separate submeter or submeter(s) on any high electrical load consuming equipment (e.g. heavy server loads
connected to an uninterrupted power supply) to separately measure Tenant’s demand for and consumption of electricity in connection
therewith; it being understood, that if any such separate submeter is required, Landlord shall notify Tenant thereof and thereafter, Landlord
shall install the same, at Tenant’s sole cost and expense, and Tenant shall reimburse Landlord for all of Landlord’s actual out-of-pocket
costs incurred in connection therewith within thirty (30) days following receipt of Landlord’s invoice therefor. For the avoidance
of any doubt, Tenant shall continue to pay for Tenant’s demand for and consumption of electricity in connection with any such high
electrical load consuming equipment as contemplated in Section 3.C. hereof.


 




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		4.	ASSIGNMENT AND SUBLETTING



 


A. Tenant,
for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that
it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the Premises or any part thereof to be used or
occupied by others, without the prior written consent of Landlord in each instance, which consent Landlord may withhold for any or no
reason whatsoever, subject however, to the provisions of Sections 4.D. hereof and the other provisions of this Article 4. Subject to Section
4.H. hereof, the direct or indirect transfer of the beneficial or record ownership of (i) a majority of the issued and outstanding capital
stock of any corporate tenant or subtenant of this Lease or (ii) a majority of the total equity or voting interests or rights in any partnership
or limited liability company tenant or subtenant or any other form of entity or organization, however accomplished, and whether in a single
transaction or in a series of related or unrelated transactions, or the conversion of a tenant or subtenant entity to another form of
entity, including, without limitation, a limited liability company or a limited liability partnership, or any transfer of Control (as
hereinafter defined) of any entity shall, in each case, be deemed an assignment of this Lease or of such sublease. Notwithstanding the
foregoing to the contrary, the transfer of outstanding capital stock of any corporate tenant, for purposes of this Article, shall not
include any sale of such stock effected through the “over-the-counter market” or through any recognized stock exchange by persons
other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934 as amended. Subject to Section
4.I hereof, the merger or consolidation of a tenant or subtenant, whether a corporation, partnership, limited liability company or other
form of entity or organization, shall be deemed an assignment of this Lease or of such sublease. If this Lease be assigned, or if the
Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent
from the assignee, undertenant or occupant, and apply the net amount collected to the Rental herein reserved, but no assignment, underletting,
occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Any agreement
pursuant to which (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all
or a part of the Fixed Annual Rent or Additional Rent under this Lease, and/or (y) such third party undertakes or is granted any
right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall be deemed an
assignment of this Lease or a sublease, as applicable, which shall be subject to the provisions of this Article 4. The consent by Landlord
to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of
Landlord to any further assignment or underletting. In no event shall any permitted subtenant assign or encumber its sublease or further
sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied
by others, without Landlord’s prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed
a sublease. No assignment or subletting shall be made by the legal representatives of Tenant or by any person to whom Tenant’s interest
under this Lease passes by operation of law, except in compliance with the provisions of this Article 4. For the purposes of this Article,
an “interest” shall mean an estate, license, easement, use, profit or other claim with respect to real property or a right to
participate, directly or indirectly, through one or more intermediaries, nominees, trustees or agents, in the decision making respecting
any entity or other organization or any of the profits, losses, dividends, distributions, income, gain, losses or capital of any entity
or other organization.


 


B. 


 


(i) Except
as otherwise expressly set forth in Sections 4.F, G, H and I hereof, if Tenant desires to assign this Lease or to sublet all or any portion
of the Premises, it shall first submit in writing to Landlord the documents described in Section 4.C below, and shall offer in writing,
(a) with respect to a prospective assignment, to assign this Lease to Landlord (or its designee) without any payment of moneys or other
consideration therefor except as provided herein, or, (b) with respect to a prospective subletting, to sublet to Landlord (or its designee)
the portion of the Premises involved (hereinafter referred to as the “Leaseback Area”) for the term specified by Tenant
in its proposed sublease (subject to the last sentence of this Section 4.B.(i)), and at the lesser of (x) Tenant’s proposed sublease rental
(including provisions relating to escalation rents) and (y) the Fixed Annual Rent and Escalation Rent payable under this Lease, and in
each case, on the same terms, covenants and conditions, as are contained herein and as are allocable and applicable to the portion of
the Premises to be covered by such subletting. The offer shall specify the date when the Leaseback Area will be made available to Landlord
(or its designee), which date shall be in no event earlier than ninety (90) days nor later than one hundred eighty (180) days following
the acceptance of the offer. If an offer of sublease is made, and if the proposed sublease term expires during the last twelve (12) months
of the Term, Landlord shall have the right to extend the term of the proposed sublease through the day immediately preceding the Fixed
Expiration Date.


 




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(ii) Landlord
shall have a period of thirty (30) days from the receipt of such offer to either accept or reject the same; it being understood and agreed,
however, that the aforesaid time period shall not commence unless and until Landlord has received all documents and information required
under Section 4.C. below. If Landlord shall accept such offer (a) Tenant shall then execute and deliver to Landlord, or to anyone designated
or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord’s counsel,
and which is subject to the terms of Section 4.B.(iii) hereof and (b) Tenant, on demand, shall pay to Landlord or its managing agent (as
Landlord shall elect) an amount equal to all of the costs (including, without limitation, the free rent, the brokerage commissions, and
any work costs or work contributions) which would have been incurred by Tenant in connection with the proposed transfer but for Landlord’s
acceptance of such offer.


 


(iii) If
a sublease with Landlord or its designee is so made it shall expressly:


 


(a) permit
Landlord or its designee, at Landlord’s option, to make further subleases of all or any part of the Leaseback Area and to make and authorize
any and all changes, alterations, installations and improvements in such space as necessary or desirable, including, without limitation,
the changes, alterations, installations and improvements if any, that the proposed sublease contemplated would be made to prepare the
Premises (or the applicable portion thereof involved in the proposed sublease) for the transferee’s initial occupancy or otherwise (such
changes, alterations, installations and improvements contemplated in the proposed sublease, the “Proposed Sublease Alterations”);


 


(b) provide
that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area;


 


(c) negate
any intention that the estate created under such sublease be merged with any other estate held by either of the parties;


 


(d) provide
that Landlord (or its designee) shall accept the Leaseback Area “as is” except that Landlord (or its designee), at Tenant’s
expense, shall perform all such work and make all such Alterations (as hereinafter defined) as may be required to physically separate
the Leaseback Area from the remainder of the Premises (including, without limitation, separation of building systems and associated wiring,
duct work and piping) and to permit lawful occupancy unless Tenant otherwise pays Landlord for the cost of such work, as contemplated
in Section 4.B.(ii) hereof, in which event Landlord shall perform such work, at Landlord’s own cost and expense, and


 


(e) provide
that at the expiration of the term of such sublease, Tenant will accept the Leaseback Area in its then existing condition “as-is”,
casualty and ordinary wear and tear excepted and subject to the obligations of Landlord (or its designee) to restore only those changes,
alterations, installations and improvements other than the Proposed Sublease Alterations, if any, made by Landlord or its designee; it
being expressly understood that subject to and in accordance with the provisions of Article 8 hereof, Tenant shall, at Tenant’s sole cost
and expense, remove any Proposed Sublease Alterations that Landlord or its designee elected to perform together with any and all demising
walls erected in the Premises to separately demise the Leaseback Area and repair and restore in good and workmanlike manner any damage
to the Premises and/or the Building caused by such removal.


 


(iv) Subject
to the foregoing, performance by Landlord, or its designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant
of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation
contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default
is occasioned by or arises from any act or omission of the subtenant under such sublease or is occasioned by or arises from any act or
omission of any occupant holding under or pursuant to any such sublease.


 




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C. If
Tenant requests Landlord’s consent to a specific assignment or subletting, or in any other circumstance where Tenant is required to provide
the information described in this Section 4.C, Tenant shall submit in writing to Landlord (i) the name and address of the proposed assignee
or subtenant, (ii) a duly executed counterpart of the proposed agreement of assignment or sublease, (iii) reasonably satisfactory information
as to the nature and character of the business of the proposed assignee or subtenant, and as to the nature of its proposed use of the
space, (iv) a detailed calculation confirming the amount of profit, if any, that the applicable sublease or assignment is expected to
generate as contemplated in Section 4.J. hereof, or in the alternative, written certification that the applicable sublease or assignment
will not generate any such profit and (v) banking, financial or other credit information relating to the proposed assignee or subtenant
reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant.


 


D. Notwithstanding
anything to the contrary set forth herein, if Landlord shall not have accepted Tenant’s offer, as provided in Section 4.B hereof, then
Landlord shall not unreasonably withhold, condition or delay its consent to Tenant’s request for consent to a specific assignment or subletting
provided that:


 


(i) any
such sublease expressly provides that the subtenant shall comply with all applicable terms and conditions of this Lease to be performed
by Tenant hereunder and any assignment of this Lease shall contain an assumption by the assignee of all of the obligations of Tenant under
this Lease;


 


(ii) Tenant
shall not advertise (but may list with brokers) its space for assignment or subletting at a rental rate lower than the greater of (a)
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, and (b) the rental rate then being paid by Tenant to Landlord;


 


(iii) the
proposed subtenant or assignee or any Affiliate of the proposed subtenant or assignee, does not lease or occupy any space in the Building;


 


(iv) the
proposed subtenant or assignee or any Affiliate of the proposed subtenant or assignee has not dealt with Landlord or its Affiliates or
any agent thereof (directly or through a broker) with respect to space in the Building during the twelve (12) months immediately preceding
Tenant’s request for Landlord’s consent;


 


(v) the
proposed subtenant or assignee (or any Affiliate of the proposed subtenant or assignee) is not an advocacy group of any kind or affiliated
with or related to any advocacy group;


 


(vi) the
proposed assignee or subtenant (or any Affiliate of the proposed subtenant or assignee) is not primarily engaged in the ownership, management,
leasing, operation and/or development of commercial real estate;


 


(vii) no
monetary or material non-monetary default has occurred and is then continuing;


 


(viii) the
proposed subtenant or assignee is engaged in and will conduct business in a manner which is in keeping with the standards and the general
character of the Building and the business of such proposed subtenant or assignee will not violate any then existing restrictive covenant
or use restriction contained in any lease or other agreement affecting the Building;


 


(ix) if
the proposed transfer is a sublease, the proposed sublease demises the entire rentable area of the Premises;


 


(x) the
proposed assignee or subtenant has a financial standing that is reasonably satisfactory to Landlord;


 




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(xi) if
the proposed transfer is a sublease, the sublease term shall expire at least one (1) day prior to the Fixed Expiration Date;


 


(xii) the
proposed assignee or subtenant will not use the Premises for any use other than the uses expressly permitted pursuant to Article 1 hereof;


 


(xiii) any
sublease shall provide that such sublease is subject and subordinate to the terms of this Lease and if this Lease is terminated for any
reason whatsoever, Landlord, at Landlord’s option may take over all of the right, title and interest of the transferor under the sublease
and the transferee, at Landlord’s option, shall attorn to Landlord and perform for Landlord’s benefit all the terms, covenants and
conditions of such sublease as if such sublease were a direct lease between Landlord and such subtenant provided however, 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 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,
(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), (6) bound by any amendment or modification
of such sublease made without Landlord’s consent, and (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 4.D.(xiii) being collectively referred to herein as the “Basic
Sublease Provisions”). If this Lease shall be rejected pursuant to Section 365 of the Bankruptcy Code (as hereinafter defined)
or any similar or successor statute, such rejection shall be treated by the subtenant as a termination of the Term notwithstanding any
contrary interpretation given by law to such rejection and the provisions of this Section 4.D.(xiii) shall be applicable thereto; and


 


(xiv) the
applicable transferor and transferee executes and delivers to Landlord a consent to the applicable sublease or assignment in a form reasonably
designated by Landlord.


 


E. Notwithstanding
anything to the contrary set forth in this Lease, no assignment of less than all of Tenant’s interest in this Lease and no sublease
or license of less than the entire rentable area of the Premises shall be permitted under any circumstance.


 


F. Notwithstanding
anything to the contrary contained herein (but subject to the provisions of Sections 4.E. above and 4.R. below), Tenant shall have the
right to assign Tenant’s entire interest under this Lease to an Affiliate of Tenant without (i) Landlord’s prior approval, (ii) Landlord
having the rights set forth in Section 4.B. above (offer back provisions) and (iii) Tenant being required to pay the amounts set forth
in Section 4.J below (profit sharing), provided that in each case (w) no monetary or material non-monetary default has occurred and is
then continuing as of the effective date of any such assignment, (x) Tenant gives notice thereof to Landlord, not later than the tenth
(10th) Business Day prior to the effective date of any such assignment together with an instrument, duly executed by Tenant
and the aforesaid Affiliate, in form reasonably satisfactory to Landlord, to the effect that such Affiliate assumes all of the obligations
of Tenant under this Lease to the extent arising from and after the effective date of such assignment, (y) Tenant, together with the copy
of such assignment, provides Landlord with evidence that such entity constitutes an Affiliate of Tenant, and (z) the Net Worth Requirement
(as hereinafter defined) is satisfied. The term “Affiliate” shall mean an individual or an entity that (A) Controls,
(B) is under the Control of, or (C) is under common Control with, the individual or entity in question. The term “Control”
shall mean the 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. The term “Net
Worth Requirement” shall mean the requirement that Tenant has provided to Landlord, not later than the tenth (10th) Business
Day prior to the effective date of the applicable assignment (subject to subclause (x) of Section 4.I. hereof), a balance sheet for Tenant
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) that is either audited or certified by the chief financial
officer of the Tenant or the assignee (as applicable) (or, if Tenant or the assignee does not have a chief financial officer, an executive
level officer whose job responsibilities include primary oversight of the preparation of financial statements) and that reflects that
the assignee’s tangible net worth immediately following the effective date of the proposed assignment, as determined in accordance with
GAAP, is (or will be immediately following the effective date of the proposed assignment) equal to or greater than the greater of (I)
the tangible net worth of Tenant on the Commencement Date and (II) the tangible net worth of Tenant on the date of such most recent balance
sheet, as aforesaid.


 




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G. Notwithstanding
anything to the contrary contained herein (but subject to the provisions of Sections 4.E. above and 4.R. and 4.S. below), Tenant shall
have the right to sublease or license the Premises to an Affiliate of Tenant, without (i) Landlord’s prior approval, (ii) Landlord having
the rights set forth in Section 4.B. above (offer back provisions) and (iii) Tenant being required to pay the amounts set forth in Section
4.J below (profit sharing), provided that in each case, (w) no monetary or material non-monetary default has occurred and is then continuing
as of the effective date of any such sublease or license, as the case may be, (x) Tenant gives to Landlord a copy of such sublease or
license, not later than the tenth (10th) Business Day prior to the effective date of any such sublease or license, (y) Tenant, with such
copy of such sublease or license, provides Landlord with reasonable evidence to the effect that the Person to which Tenant is so subleasing
or licensing the Premises constitutes an Affiliate of Tenant, and (z) such sublease includes the Basic Sublease Provisions.


 


H. Notwithstanding
anything to the contrary contained herein (but subject to the provisions of Sections 4.E. above and 4.R. below), the assignment of Tenant’s
entire interest under this Lease in connection with the sale of all or substantially all of the assets of Tenant shall be permitted without
(i) Landlord’s prior approval, (ii) Landlord having the rights set forth in Section 4.B. above (offer back provisions) and (iii) Tenant
being required to pay the amounts set forth in Section 4.J below (profit sharing), provided that in each case (w) no monetary or material
non-monetary default has occurred and is then continuing as of the effective date of any such assignment, (x) Tenant gives notice thereof
to Landlord, not later than the tenth (10th) Business Day prior to the date of any such assignment is consummated, together
with an instrument, duly executed by the Tenant and such assignee, in form reasonably satisfactory to Landlord, to the effect that such
assignee assumes all of the obligations of Tenant to the extent arising under the Lease from and after the effective date of such assignment,
(y) such sale of all or substantially all of the assets of Tenant is not principally for the purpose of transferring Tenant’s interest
in this Lease, and (z) the Net Worth Requirement is satisfied.


 


I. Notwithstanding
anything to the contrary contained herein (but subject to the provisions of Sections 4.E. above and 4.R. below), the merger or consolidation
of Tenant into or with another Person shall be permitted without (i) Landlord’s prior approval, (ii) Landlord having the rights set forth
in Section 4.B. above (offer back provisions) and (iii) Tenant being required to pay the amounts set forth in Section 4.J below (profit
sharing), provided that in each case (w) no monetary or material non-monetary default has occurred and is then continuing as of the effective
date of any such merger or consolidation, (x) Tenant gives Landlord notice of such merger or consolidation not later than the tenth (10th)
Business Day prior to the date such merger or consolidation is anticipated to be consummated (unless prohibited by Requirements, in which
case, Tenant shall give notice to Landlord of such merger or consolidation no later than the fifth (5th) Business Day following
the date such merger or consolidation is consummated), (y) such merger or consolidation is not principally for the purpose of transferring
Tenant’s interest in this Lease, and (z) the Net Worth Requirement is satisfied; it being understood and agreed that the surviving entity
shall be deemed the assignee for all purposes of the Net Worth Requirement and the merger or consolidation, as the case may be, shall
be deemed the assignment.


 


J. If
Landlord shall not have accepted any required Tenant’s offer pursuant to Section 4.B and if Tenant effects any assignment or subletting,
then except as otherwise expressly set forth herein, Tenant thereafter shall pay to Landlord a sum equal to fifty percent (50%) of (i)
any rent or other consideration (including, without limitation, sums for fixtures, furniture, equipment and other personal property) paid
to Tenant by any subtenant or assignee which (after deducting the reasonable out-of-pocket costs, if any, in effecting the assignment
or sublease, including reasonable alteration costs, commissions and legal fees, which costs shall be amortized on a straight line basis
over the term of the sublease or then remaining term of this Lease if the applicable transfer is an assignment) is in excess of the Rental
allocable strictly on a per square foot basis (calculated by dividing aggregate consideration by the number of rentable square
feet in the area so subleased, without regard to any other allocation of value, which is then being paid by Tenant to Landlord pursuant
to the terms hereof with respect to the same area, allocable strictly on a per square foot basis utilizing the same methodology
which Landlord is then using in the Building to determine space measurements), and (ii) any other net profit or gain realized by Tenant
from any such subletting or assignment. All sums payable hereunder by Tenant shall be payable to Landlord as Additional Rent upon receipt
thereof by Tenant.


 




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K. Notwithstanding
any subletting to any subtenant and/or acceptance of Rental by Landlord from any subtenant, Tenant shall and will remain fully liable
for the payment of the Fixed Annual Rent, Additional Rent and any other charge due and to become due hereunder and for the performance
of all of the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be observed and
performed and for all of the acts and omissions of any licensee, subtenant, or any other person claiming under or through any subtenant
that shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant.


 


L. Tenant
covenants that, notwithstanding any assignment or transfer whether or not in violation of the provisions hereof, and notwithstanding the
acceptance of Fixed Annual Rent and/or Additional Rent by Landlord from an assignee, transferee or any other party, Tenant shall not be
released and shall remain fully liable for the payment of the Rental and for the other obligations of this Lease on the part of Tenant
to be performed or observed.


 


M. If
Landlord shall decline to give consent to any proposed assignment or sublease, or if Landlord shall exercise any of Landlord’s rights
under Section 4.B of this Article, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities,
costs and expenses (including reasonable attorneys’ fees) resulting from any claims that may be made against Landlord by the proposed
assignee or subtenant or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed
assignment or sublease. This provision shall survive the expiration or sooner termination of the Term. Tenant shall pay to Landlord on
demand Landlord’s reasonable, out-of-pocket costs (including, without limitation, reasonable architectural, engineering and legal
fees) incurred in connection with reviewing Tenant’s request for any such consent.


 


N. The
joint and several liability of Tenant and any immediate or remote successor in interest to Tenant, and the due performance of the obligations
of this Lease on Tenant’s part to be performed or observed, shall not be discharged, released or impaired in any respect by any
agreement or stipulation made by Landlord extending the time of, or modifying any of the obligations of, this Lease, or by any waiver
or failure of Landlord to enforce any of the obligations of this Lease.


 


O. Neither
the listing of a name other than that of Tenant named herein, whether on the doors of the Premises, the Building directory or otherwise,
nor the issuance of an ID badge or Building pass, shall vest any right or interest in this Lease or the Premises, and shall not be deemed
to be the consent of Landlord to any assignment or transfer of this Lease, to any sublease or licensing of the Premises, or to any use
or occupancy thereof by anyone other than Tenant named herein.


 


P. Under
no circumstance may this Lease be assigned or the Premises be sublet in whole or in part to a Prohibited Person (as defined in Article
47).


 


Q. The
term “Tenant” when used in this Article shall include the originally denominated Tenant and each proximate or remote assignee
thereof or successor in interest thereto. Wherever in this Article Tenant or any other person is required to provide Landlord with banking,
financial or other credit information such information shall include, without limitation, a balance sheet (in reasonable detail, listing
all assets and liabilities and prepared in accordance with generally accepted accounting principles) of each relevant party to the transaction
in question certified to Landlord by an independent certified public accountant.


 


R. Notwithstanding
anything to the contrary contained herein, Tenant shall not, and Tenant shall not permit any other party permitted to occupy the Premises
pursuant to this Article 4 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.


 




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S. Notwithstanding
anything to the contrary set forth in this Article 4 or elsewhere in this Lease, the Premises shall not be separately demised to any occupant
(whether by Tenant, or any other Person claiming by, through or under Tenant).


 


		5.	INSOLVENCY & DEFAULT



 


A. This
Lease shall terminate automatically upon the occurrence of any Insolvency Event (as hereinafter defined). The term “Insolvency
Event” shall mean any of the following events: (i) a Tenant Obligor (as hereinafter defined) 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 (ii) a Tenant Obligor makes a general assignment for the benefit of creditors; or (iii) 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 (iv) 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 (v) 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 (i), (ii), (iii), or (iv) above; or
(vi) 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 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 guaranteed all or any part of the obligations
of Tenant hereunder, and (f) any Person that previously constituted Tenant hereunder; provided that if a predecessor to Tenant is involved
in an Insolvency Event, but Tenant is not, this Lease shall not be affected thereby, as long as Tenant’s tangible net worth, immediately
following such Insolvency Event, as determined in accordance with GAAP, is substantially the same as it was on the date when such tenant
originally became the tenant under this Lease and Tenant provides Landlord with evidence thereof which is reasonably acceptable to Landlord
(within ten (10) Business Days following such Insolvency Event). If this Lease terminates pursuant to this Section 5.A, then (I) Tenant
shall immediately quit and surrender the Premises, and (II) Tenant shall nonetheless remain liable for all of its obligations hereunder,
as provided in Article 6 hereof.


 


B. 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 5.B, 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 5.B, 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, at the same Fixed Annual 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
5.B only by giving notice thereof 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 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. The term “Bankruptcy Code”
shall mean 11 U.S.C. Section 101 et seq., or any statute of similar nature and purpose.


 




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C. The
term “Default” shall mean any of the following events: (i) if any installment of Fixed Annual Rent or Additional Rent
or any other payment due hereunder is not paid when due and such failure continues for three (3) days after the date Landlord gives Tenant
notice thereof; (ii) intentionally deleted; (iii) Tenant defaults in respect of Tenant’s obligations under Section8.F.(ii) and such default
continues for more than three (3) days following notice thereof; (iv) Tenant defaults in respect of Tenant’s obligations under Sections
8.E.(iii), Article 9, and/or Article 13 hereof and such default continues for more than five (5) days following notice thereof; (v) an
Insolvency Event occurs; (vi) if Tenant’s interest under this Lease (or a subtenant’s interest under a sublease that Tenant consummates
in accordance with Article 4 hereof) devolves upon or passes to any other Person, whether by operation of law, or otherwise, except as
expressly permitted in Article 4 hereof, and such transfer is not reversed within ten (10) days after the date such transfer occurs; (vii)
if Tenant shall default beyond any grace period under any other lease, license or occupancy agreement between Tenant and Landlord or any
affiliate of Landlord; (viii) if Tenant shall have made a material misrepresentation herein; (ix) if Tenant fails to comply with
the provisions of Articles 32 and/or 43 hereof; and/or (x) unless otherwise specified elsewhere in this Lease, if 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 twenty (20) days after Landlord gives Tenant notice thereof, except that if (a) such default cannot be remedied using
reasonable diligence during such period of twenty (20) days, (b) Tenant takes reasonable steps during such period of twenty (20) days
to commence Tenant’s remedying of such default, and (c) Tenant diligently and continuously prosecutes Tenant’s remedying of such default
to completion, then a Default shall not occur by reason of such default. For all purposes of this Lease other than Section 5.D. and Article
6 hereof, the term “Default” as referred to in this Section 5.C. shall be deemed to include Tenant’s failure to pay any item
of Rental following receipt of a rent demand therefor and the lapse of any cure period specified therein.


 


D. If
(i) a Default (other than an Insolvency Event) occurs, and 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 third (3rd) day after the date that Landlord gives Tenant such
notice, or (ii) an Insolvency Event occurs, then this Lease and the Term and all rights of Tenant under this Lease shall expire and terminate
as of the third (3rd) day after the date that Landlord gives Tenant such notice, or on the date that the Insolvency Event occurs, as the
case may be, without the need for any further act as if such date were the Fixed Expiration Date, and Tenant immediately shall quit and
surrender the Premises, but Tenant shall nonetheless remain liable for all of its obligations hereunder, and Landlord may institute summary
or other proceedings to repossess the Premises or re-enter and take possession of the Premises by any means permitted by law.


 


E.
TENANT HEREBY EXPRESSLY WAIVES ITS RIGHT TO BRING A DECLARATORY JUDGMENT ACTION AND/OR TO SEEK INJUNCTIVE RELIEF WITH RESPECT TO ANY PROVISION
OF THIS LEASE (EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 25 HEREOF) OR WITH RESPECT TO ANY NOTICE SENT PURSUANT TO THE PROVISIONS OF THIS
LEASE. ANY BREACH OF THIS PARAGRAPH SHALL CONSTITUTE A BREACH OF SUBSTANTIAL OBLIGATIONS OF THE TENANCY, AND SHALL BE GROUNDS FOR THE
IMMEDIATE TERMINATION OF THIS LEASE. IT IS FURTHER AGREED THAT IN THE EVENT ANY INJUNCTIVE RELIEF IS SOUGHT BY TENANT AND SUCH RELIEF
SHALL BE DENIED, THE OWNER SHALL BE ENTITLED TO RECOVER THE COSTS OF OPPOSING SUCH AN APPLICATION, OR ACTION, INCLUDING ITS ATTORNEY’S
FEES ACTUALLY INCURRED, IT IS THE INTENTION OF THE PARTIES HERETO THAT ANY CLAIMS LANDLORD MAY HAVE AGAINST TENANT BE ADJUDICATED VIA
SUMMARY PROCEEDINGS.


 




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		6.	REMEDIES
AND DAMAGES.



 


A.
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 (i) Tenant has been dispossessed by a judgment or by warrant
of any court or judge, or (ii) any re-entry by Landlord, or (iii) 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.


 


B.
In the event of a breach or threatened 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 (i) enjoin or restrain such breach, (ii) 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
(iii) seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease.


 


C.
If a Default occurs and this Lease and the Term terminate as provided in Article 5 hereof or by or under any summary proceeding or any
action or proceeding, then in any of said events:


 


(i)
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, (x) 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),
(y) repossess the Premises and dispossess Tenant and any other Persons from the Premises, and (z) remove any and all of their property
and effects from the Premises; and


 


(ii)
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; provided, however, that 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.


 


D.
If this Lease and the Term shall terminate and come to an end as provided in Article 5 hereof, or by or under any summary proceeding
or any other action or proceeding, then, in any of said events, then Tenant shall pay to Landlord, on demand, and Landlord shall be entitled
to recover:


 


(i)
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;


 


(ii)
the excess of (x) the Rental for the period which otherwise would have constituted the unexpired portion of the Term, over (y) the net
amount, if any, of rents collected under any reletting effected pursuant to the provisions of clause (ii) of Section 6.C. hereof for
any part of such period, but subject to Section 6.E. hereof (such excess being referred to herein as a “Deficiency”),
as damages (it being understood and agreed that (I) such net amount described in clause (y) 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,
reasonable attorneys’ fees and disbursements, alteration costs, contributions to work and other expenses of preparing the Premises for
such reletting, including without limitation, advertising expenses; (II) any such Deficiency shall be paid in monthly installments by
Tenant on the days specified in this Lease for payment of installments of Fixed Annual Rent or Escalation Rent (as the case may be),
and (III) Landlord shall be entitled to recover from Tenant each monthly Deficiency as it arises, and no action or proceeding 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
action or proceeding); and


 






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(iii)
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 (x) 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 (y) the then fair and reasonable net effective rental value of the Premises for the same period (which is calculated
by (I) deducting from the fair and reasonable rental value of the Premises the expenses that Landlord would reasonably expect to incur
in reletting the Premises, including, but not limited to, all repossession costs, brokerage commissions, legal expenses, reasonable attorneys’
fees and disbursements, alteration costs, contributions to work and other expenses of preparing the Premises for such reletting, and
(II) 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. Any such valuation of the then fair and reasonable net effective rental value of the
Premises made by Landlord which is based upon a valuation made by any of the ten (10) largest (as measured by gross leasable square feet
for which leasing commissions were earned during the most recent calendar year preceding the date of Tenant’s default) brokerage/leasing
companies in the City of New York shall be conclusive and binding upon Tenant and not subject to review by any court or arbitration panel.


 


E.
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 Section 6.D hereof. In no
event shall Tenant be entitled to a credit or repayment for re-rental income which exceed the sums payable by Tenant hereunder or which
covers a period after the original Term. Nothing contained in this Article 6 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 Section 6.D hereof.


 


F.
The exercise of any remedy under this Lease whether in this Article 6 or elsewhere shall not preclude Landlord from simultaneously therewith
or subsequent thereto, exercising any and all other remedies permitted by law or in equity. Any and all such remedies are deemed to be
cumulative and non-exclusive. Landlord need not apply any security hereunder to cure a default by Tenant as a condition precedent to
exercising any other right or remedy and the application of any such security shall not preclude the exercise of any other remedy.


 


G.
The provisions of this Article 6 shall survive the Expiration Date.


 


		7.	LANDLORD’S
COSTS.



 


A.
If (i) Tenant shall default in performing any covenant or condition of this Lease which default threatens the life, health or safety
of any Person, poses a risk of damage and/or additional or further damage to any portion of the Building or otherwise creates an emergency
condition, or (ii) if a Default occurs and is then continuing, then in any of the events contemplated in clauses (i) and (ii) hereof,
Landlord may, in addition to the rights heretofore set forth in Articles 5 and 6, exercise any other remedy provided in this Lease, at
law or in equity and/or perform the same for the account of Tenant, and if Landlord, in connection therewith, or in connection with any
Default by Tenant, makes any expenditures or incurs any obligations for the payment of money, including, but not limited, to reasonable
attorneys’ fees and disbursements, Tenant shall pay to Landlord an amount equal to such expenditures so paid and/or the obligations so
incurred together with interest thereon calculated at the Applicable Rate from the date that Landlord incurs such expenditures or obligations,
within thirty (30) days after Landlord gives to Tenant an invoice therefor (it being understood and agreed that 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).


 


B.
Tenant shall pay to Landlord an amount equal to the actual costs (including, but not limited, to reasonable attorneys’ fees and disbursements)
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 action or 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 and agreed that (i) 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
(ii) the amount that Landlord has the right to collect from Tenant under this Section 7.B. shall be adjusted appropriately to reflect
the extent to which Landlord is successful in such legal proceeding).


 


C.
The provisions of this Article 7 shall survive the Expiration Date.


 






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		8.	ALTERATIONS



 


A.
Except as otherwise provided in this Article 8, no Alterations shall be made without the prior written consent of Landlord subject to
the provisions of Section 8.C hereof, and then only with such materials as shall be approved by Landlord. Notwithstanding the foregoing
to the contrary, Tenant may make Decorative Alterations (as hereinafter defined) without Landlord’s prior written consent subject to
the terms of this Article 8.


 


B.           (i) 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
(or otherwise engaged by or on behalf of Tenant or any other Person claiming by, through or under Tenant).


 


(ii)
The term “Decorative Alterations” shall mean Alterations that constitute merely decorative and cosmetic 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 and the hanging of art work on the walls of the Premises (provided that the same does not impact the structural integrity
of any wall in any way) that in each case do not involve electrical, plumbing or mechanical connections or require any permits from any
Governmental Authority; it being understood and agreed, however, that Decorative Alterations shall specifically exclude window film/glass
film and the installation of any artwork that impacts the structural integrity of any wall in the Premises.


 


(iii)
The term “Initial Installation Work” shall mean the Alterations, if any, to prepare the Premises for Tenant’s initial
occupancy.


 


(iv)
The term “Specialty Alterations” shall mean Alterations that (a) perforate a floor slab in the Premises or a wall that
encloses the core of the Building, (b) require the reinforcement of a floor slab in the Premises, (c) consist of the installation of
a raised flooring system, (d) 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,
(e) involve material plumbing connections (such as kitchens, showers and executive bathrooms), or (f) constitute non-customary office
installations.


 


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


 


C.
Subject to the terms of this Article 8, Landlord shall not unreasonably withhold, condition or delay its consent to any proposed Alteration
provided that such Alteration (i) is not visible from the outside of the Building at street level, (ii) does not affect adversely any
part of the Building, (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 any Building system, (v) does not reduce
the value or utility of the Building, (vi) does not affect the structure of the Building and does not require the installation of floor
support or other structural support, (vii) does not impede Landlord’s access to Reserved Areas (as hereinafter defined) in any material
respect, and (viii) does not violate (or require any amendment to) 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”). Nothing in this Section 8.C. limits the provisions of Section 8.H. hereof.


 






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D.


 


(i)
Tenant shall not perform any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an
“Alterations Notice”) that (a) refers specifically to this Section 8.D., (b) includes three (3) copies of the plans
and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings,
to the extent applicable) that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration,
and that are otherwise suitable for filing, stamped and certified by an architect or engineer duly licensed in the State of New York
and approved by Landlord and (c) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration. Tenant
acknowledges and agrees that specific delivery requirements apply with respect to Alterations Notices, as set forth in Article 28 hereof.


 


(ii)
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 8.D.(ii) limits the provisions of Section
8.C. hereof.


 


(iii)
Tenant acknowledges that (a) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (b) 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.


 


E.


 


(i)
All Alterations (other than Decorative Alterations) shall be performed in accordance with the plans and specifications therefor as approved
by Landlord. No Alteration(s) may result in the reduction of any environmental rating for the Building which may now or hereafter be
made, such as any rating made pursuant to LEED (Leadership in Energy and Environmental Design), Green Globes or Energy Star.


 


(ii)
All Alterations shall be performed (x) in a good and workmanlike manner and (y) subject to and in accordance with all Building rules
and regulations (including the specific rules and regulations governing construction, and the rules and regulations governing materials
and finishes criteria adopted by Landlord for the Building) as the same may be amended from time to time, all applicable Requirements,
and all other applicable provisions of this Lease (including, without limitation, the ESRT High Performance Design and Construction Guidelines
set forth on Exhibit “C” attached hereto and made a part hereof, as the same may be amended from time to time (the “Design
Guidelines”)). In performing any Alterations, Tenant shall use, to the fullest extent feasible, materials from sustainable sources.
Tenant shall not bring or permit any Person engaged by or on behalf of Tenant or any Person claiming by, through or under Tenant, to
bring any hazardous materials into the Premises or the Building.


 






    26


     


    

 


(iii)
Tenant shall, at Tenant’s sole cost and expense, ensure that the Premises comply, at all times during the Term, with the Design Guidelines;
provided, however, Tenant shall not be obligated to perform Alterations solely to comply with the Design Guidelines, 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 or manner of use of the Premises
or type of business operated by Tenant (or another Person claiming by, through or under Tenant) in the Premises (as opposed to the use
of the Premises for the general purposes otherwise permitted under Section 1.B. hereof), or (c) such Alteration or other change is required
or necessitated by Tenant’s acts or omissions and/or the acts or omissions of any other Person claiming by, through or under Tenant,
or (d) such Alteration or other change is required by Requirements. Within ten (10) Business Days following request from Landlord (or
any member of Landlord’s property management team) or Landlord’s agent, which request may be made, from time to time, and may be made
verbally or via electronic mail to the Person employed by Tenant with whom Landlord’s representative ordinarily discusses matters relating
to the Premises, Tenant shall confirm in a writing reasonably acceptable to Landlord and signed by an authorized representative of Tenant,
that (x) any Alterations theretofore made in the Premises comply with the Design Guidelines (or in the alternative, that no Alterations
have theretofore been made in the Premises), (y) Tenant has not taken any action (or allowed any Person claiming by, through or under
Tenant to take any such action) to override, inhibit, preempt or otherwise reduce the efficacy of any energy efficiency or sustainability
measures which have theretofore been implemented in the Building and/or the Premises and (z) the Premises are then in compliance with
the Design Guidelines to the extent required by this Section 8.E.(iii).  Landlord (and/or its designee) shall have the right to
enter the Premises (which entry shall be subject to the provisions of Article 19 hereof) for purposes of confirming Tenant’s compliance
with the foregoing; it being understood and agreed that in the event that Landlord determines the Premises do not then comply with the
Design Guidelines to the extent required by this Section 8.E.(iii) and/or that Tenant has taken any action (or allowed any Person claiming
by, through or under Tenant to take any such action) to override, inhibit, preempt or otherwise reduce the efficacy of any energy efficiency
or sustainability measures which have theretofore been implemented in the Building and/or the Premises, Landlord shall have the right
to perform any and all work necessary to cause the Premises to comply with the Design Guidelines, and Tenant shall reimburse Landlord
for any and all out-of-pocket costs incurred in connection therewith, together with all of Landlord’s out-of-pocket costs incurred in
making such determination within thirty (30) days following receipt of Landlord’s invoice therefor.


 


(iv)
Prior to the commencement of any Alteration(s), Tenant, at Tenant’s sole cost and expense, shall obtain all permits, approvals and certificates
required by any Governmental Authorities in connection therewith and provide copies thereof to Landlord’s property management team for
the Building; it being expressly understood however, that (x) Landlord shall designate the expeditor to be used by Tenant to obtain any
required certifications provided that such expeditor charges rates that are reasonably competitive with expeditors of comparable skill
and experience operating within the vicinity of the Building and (y) “self-certification” procedures shall not be accepted.


 


(v)
Prior to performing any Alteration (and for the duration of the performance thereof), Tenant shall maintain on behalf of its contractors
(of any tier) and vendors or cause its contractors (of any tier) and vendors to maintain the following insurance, (a) 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); (b) 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 (or such higher
amounts as Landlord may reasonably elect given the scope of the particular Alteration); it being understood and agreed that the foregoing
insurance shall be required in addition to Tenant’s Liability Policy; (c) builder’s risk insurance in an amount reasonably satisfactory
to Landlord; and (d) commercial automobile 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 policies set forth in (b) through (d) of this
Section 8.E.(v) shall be endorsed to name the specific Landlord Parties designated by Landlord or Landlord’s representative as
additional insureds (the “Designated Landlord Parties”). 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. 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. 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 the Designated Landlord Parties as additional insureds. 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. In addition, prior to commencing the performance of any Alterations (other
than Decorative Alterations), upon Landlord’s request, Tenant shall deliver 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 an amount and form reasonably satisfactory to Landlord), or such other security that Landlord deems acceptable,
in Landlord’s sole discretion.


 






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(vi)
Notwithstanding anything herein set forth to the contrary, within thirty (30) days after Substantial Completion (as hereinafter defined)
of any Alteration, Tenant, at Tenant’s own cost and expense, shall deliver to Landlord (a) hard copies of the final “as-built”
record drawings of the Alteration which indicate accurately the layout and systems of the Premises together with a furniture plan, if
available; it being understood and agreed that Tenant shall also require its architect to load and maintain such record drawings in CAD
and portable document format (or in another electronic format so designated by Landlord), (b) a summary by trade of the costs incurred
in performing such work and such other records as Landlord may require to document such costs, all certified (if so requested by Landlord)
by a reputable, independent certified public accountant, (c) evidence reasonably satisfactory to Landlord that Tenant has obtained all
required final approvals from applicable Governmental Authorities in connection with the Alterations, including, without limitation,
letters of completion from the New York City Department of Buildings for all work permits Tenant has obtained in connection with the
performance of the Alteration, (d) to the extent applicable, any owner and/or maintenance manuals and any warranties received by Tenant
in connection with the Alterations and (e) final, unconditional 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. For the avoidance of doubt,
the requirements set forth in clauses (a)-(c) shall not apply with respect to Decorative Alterations.


 


(vii)
No demolition, trenching, or welding shall be permitted between the hours of 7:00 a.m. and 6:00 p.m. on Business Days; it being expressly
understood, however, that core drilling is not permitted. If the performance of any other Alterations during the aforesaid time periods
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 such other times that Landlord designates from time to time.


 


(viii)
As used throughout this Lease, 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.


 


F.




 


(i)
All Alterations shall be performed only under the supervision of a licensed architect that Landlord approves, which approval Landlord
shall not unreasonably withhold, condition or delay. All work shall be performed with union labor having the proper jurisdictional qualifications
and only by contractors, subcontractors, mechanics, engineers and laborers approved by Landlord, which approval Landlord shall not unreasonably
withhold, condition or delay; it being understood and agreed, however, that (x) if an Alteration affects any structural portion of the
Building, any Building system, or any portion of the Building outside of the Premises, Landlord (if Landlord has consented thereto) shall
have the right to designate (i) the engineer that designs the applicable Alteration (or the portion thereof that affects such structural
portion of the Building, Building system, or portion of the Building outside of the Premises), and (ii) the contractors, subcontractors
and/or laborers that performs the Alteration (or the portion thereof that affects such structural portion of the Building, Building system,
or portion of the Building outside of the Premises), provided that any such engineer, contractor, subcontractor or laborer, as applicable,
charges rates that are reasonably competitive with engineers, contractors, subcontractors or laborers (as applicable) of comparable skill
and experience operating within the vicinity of the Building. If Landlord and Tenant cannot agree on whether the prices being charged
by the engineer, contractor, subcontractor or laborer (as applicable) designated by the Landlord are reasonably competitive to those
charged by such other engineers, contractors, subcontractors or laborers (as applicable), Landlord or Tenant may submit such dispute
to a Streamlined Arbitration Proceeding (as hereinafter defined) pursuant to Article 41 hereof.


 


(ii)
If (a) Tenant employs, or permits the employment of, any contractor, subcontractors, engineer, mechanic or laborer in the Premises, whether
in connection with any Alteration or otherwise, and regardless of whether Landlord has approved such contractor, subcontractor, mechanic,
or laborer, (b) such employment interferes or causes any conflict with other contractors, subcontractors, engineers, mechanics or laborers
engaged in the maintenance, repair, management or operation of the Building or any adjacent property owned or managed by Landlord, and
(c) 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, subcontractors, mechanics or laborers
causing such interference or conflict to leave the Building promptly and shall take such other immediate action as may be reasonably
necessary to resolve such conflict.


 






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(iii)
In any case under this Article 8 or any other provision of this Lease it shall be required that Landlord’s consent is required
for the use or employment of any contractor, subcontractor, vendor or other supplier of labor or material, Tenant acknowledges and agrees
that any such consent shall under no circumstance be deemed a warranty, assurance or guarantee that such contractor, subcontractor, vendor
or supplier is qualified for the work or engagement for which Tenant is retaining such contractor, vendor or supplier or that the work,
services or materials being provided shall be in compliance with Tenant’s plans and specifications or comply with Requirements
or that any work shall be performed in a workmanlike fashion free of any defect. Tenant specifically disclaims and waives any right,
claim or cause of action against Landlord based upon any such contractor, vendor or supplier’s defective work, material or service
or failure to perform any work in accordance with any agreement, Requirement or professional standard. The provisions of this Section
8.F.(iii) shall be controlling whether or not any consent by Landlord to any such contractor, subcontractor, vendor or supplier contains
any such or similar disclaimer or waiver of liability or any such contractor, vendor or supplier is related to Landlord or its managing
agent.


 


G.
Tenant shall pay to Landlord, as Additional Rent, the actual out-of-pocket costs and expenses incurred by Landlord in connection with
any Alterations (including without limitation, the actual out-of-pocket costs and expenses that Landlord incurs in reviewing the plans
and specifications for any such Alterations and inspecting the progress of such Alterations) within thirty (30) days after Landlord gives
Tenant an invoice therefore together with reasonable supporting documentation for the charges set forth therein. If (I) as a result of
any Alterations, any alterations, installations, improvements, additions or other physical changes are required to be performed (x) to
any Building systems, or (y) in order to comply with any Requirements, to any portion of the Building other than the Premises (any such
alterations, installations, improvements, additions or changes being referred to herein as an “Additional Change”),
and (II) such Additional Change would not otherwise have had to be performed or made at such time, then (a) Landlord may perform such
Additional Change, and (b) 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 Additional 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 Additional Change (which notice (notwithstanding
the provisions of Article 28 hereof to the contrary) may be provided verbally or via electronic mail by any member of Landlord’s property
management team to Tenant’s representative with whom Landlord’s property management team ordinarily discusses matters pertaining to the
Premises).


 


H.
Notwithstanding anything to the contrary contained in this Lease, (i) under no circumstances may Tenant or any other Person claiming
by, through or under Tenant, install roll down gates and/or any other kind of exterior gates in or about the Premises or the Building
or any exterior portion thereof and (ii) Tenant shall install on the windows of the Premises only the curtains, blinds, shades, or screens
that Landlord designates reasonably.


 


I.
Subject to the provisions of Article 27 hereof, Tenant shall not affix any sign, logo, emblem, banner, plaque or symbol on any exterior
window, on any door opening on to a corridor, on any exterior wall demising the Premises or on or about any portion of the Premises in
such a fashion as any sign, logo, emblem, banner, plaque or symbol is visible beyond the Premises.


 


J.           (i) Subject to the terms of this Section 8.J., Tenant acknowledges and agrees that on the Expiration Date, the Premises must be in the
same condition as existing on the Commencement Date, subject to ordinary wear and tear and casualty. On or prior to the Expiration Date,
Tenant shall remove, at Tenant’s sole cost and expense, Tenant’s Property from the Premises, and all Alterations (other than paint, carpet
and any Qualified Alterations (defined herein)) if any, made to the Premises during the Term; it being understood and agreed that Tenant,
at Tenant’s sole cost and expense, 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 and such restoration work shall be performed subject to and in accordance with the provisions
of this Article 8. Any Tenant’s Property, and/or any Alterations that remain in the Premises after the Expiration Date 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 8.J) and Landlord shall have the right to remove such Tenant’s Property and/or
such Alterations and restore such damage, at Tenant’s sole cost and expense; it being understood and agreed that Tenant shall pay the
costs thereof as Additional Rent, upon demand.


 






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(ii)
Prior to Tenant’s performance of any Alteration, Tenant shall have the right to request (simultaneously with Tenant’s submission to Landlord
of an Alterations Notice) that Landlord advise Tenant if Tenant shall be required to remove (or pay the cost to remove) such Alteration
upon the Expiration Date or earlier termination of the Term, provided, however, that such request shall state in bold capital letters
as follows: “LANDLORD TO ADVISE TENANT IF TENANT SHALL BE OBLIGATED TO REMOVE THE ALTERATION(S) DESCRIBED HEREIN AT THE EXPIRATION
OR EARLIER TERMINATION OF THE TERM AND LANDLORD’S FAILURE TO RESPOND TO THIS ALTERATIONS REMOVAL REQUEST WITHIN TEN (10) BUSINESS DAYS
SHALL BE DEEMED TO INDICATE THAT LANDLORD SHALL REQUIRE REMOVAL OF THE ALTERATION(S) DESCRIBED HEREIN.” Landlord shall have
the right to require removal of the applicable Alteration(s) upon the expiration or earlier termination of the Term in Landlord’s sole
discretion. If (i) Tenant makes any such request, and (ii) Landlord advises Tenant in writing that removal shall not be required, then
Landlord shall not have the right to require Tenant to remove (or pay the cost to remove) such Alteration upon the Expiration Date or
earlier termination of the Term (any such 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”); it being understood that Landlord’s failure to
respond to such request shall be deemed to indicate that Tenant, at Tenant’s sole cost and expense, is required to remove the Alterations
described in the applicable Alterations Notice.


 


(iii)
The provisions of this Section 8.J shall survive the Expiration Date.


 


K.
Tenant hereby acknowledges and agrees that if any Alterations are discontinued or abandoned, then promptly following Landlord’s request
therefor, Tenant shall, at Tenant’s sole cost and expense, cause all of its contractors and subcontractors (of any level), architects,
engineers, designers and consultants, as the case may be, to remove any and all plans and specifications for the applicable Alterations
from filings with any Governmental Authorities and otherwise cooperate reasonably with Landlord in connection with closing out the applicable
work.


 


L.
Notwithstanding anything to the contrary contained herein, including, without limitation, the provisions of Section 8.J. hereof, if and
to the extent that any telecom equipment and/or wiring, white boards or window film or glass film are installed in or about the Premises,
then on or prior the Expiration Date, Tenant, at Tenant’s sole cost and expense, shall remove such installations, and repair any damage
to the Premises or the Building caused by such removal; it being understood and agreed that the provisions of this Article 8 shall govern
with respect to the installation and/or removal of any such items. In the event that Tenant fails to comply with the provisions of this
Section 8.L, Landlord shall have the right to remove such Tenant’s Property and Alterations and restore such damage, at Tenant’s
sole cost and expense; it being understood and agreed that Tenant shall pay the costs thereof as Additional Rent, upon demand and Tenant
shall remain liable to Landlord for any default of Tenant in respect of Tenant’s obligations hereunder. The provisions of this Section
8.L shall survive the Expiration Date.


 


		9.	LIENS



 


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. Notwithstanding the foregoing, Tenant
shall discharge of record any mechanic’s lien or other lien that is filed against the Real Property for work claimed to have been done
for, services performed for, or for materials claimed to have been furnished to, Tenant (or any Person claiming by, through or under
Tenant) within ten (10) Business Days after Tenant has received notice thereof, at Tenant’s expense, by payment or filing the bond required
by law. Nothing contained in this Article 9 (x) limits Tenant’s right to challenge the claim that is made by the Person that files such
a lien, provided that Tenant discharges such lien of record as aforesaid, or (y) obligates Tenant to discharge of record any lien that
derives from Landlord’s acts or omissions.


 






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		10.	REPAIRS



 


A.
Subject to the terms of this Article 10 and to Articles 11, 14 and 31 hereof, Tenant, at Tenant’s expense, shall take good care
of the Premises (including, without limitation, (i) the fixtures and equipment that are installed in the Premises on or after the Commencement
Date, (ii) the Alterations, and (iii) the distribution portions of the Building systems within the Premises that distribute heat, ventilation,
and air-conditioning (“HVAC”) (subject to the provisions of Article 31 hereof), electricity and water within the Premises
and which provide life safety services therein). Tenant shall make all repairs to the Premises 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 11 hereof. Notwithstanding anything herein to the contrary set forth, Tenant shall not commit waste or cause any damage to
any portion of the Building irrespective of whether within or without the Premises. Tenant shall perform any repairs required to be performed
by Tenant pursuant to this Article 10 in accordance with the provisions of Article 8 hereof, including, without limitation, Sections
8.C. and 8.F. thereof. Nothing contained in this Section 10.A shall require Tenant to perform any repairs to the Premises that are Landlord’s
obligation to perform under Section 10.B hereof. All repairs made by Tenant as contemplated by this Section 10.A shall be in conformity
with the standards applicable to comparable office buildings in Manhattan. Tenant shall give Landlord prompt notice of any defective
condition in the Building or in any Building system located in, servicing or passing through the Premises.


 


B.
Subject to the terms of this Article 10 and to Articles 11, 14 and 31 hereof, Landlord shall maintain and make all necessary repairs
to and replacements of (i) the part of the Building systems which provide electricity, HVAC, life safety and water service to the Premises
(but not to the distribution portions of such Building systems located within 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
exterior perimeter windows of the Premises, and (vii) the public portions of the Building, in each case, in conformance with standards
applicable to comparable office buildings in Manhattan. Nothing contained in this Section 10.B requires Landlord to maintain or repair
the distribution portions of the Building systems located within the Premises that distribute electricity, HVAC (except that, as expressly
set forth in and subject to the provisions of Article 31 hereof, Landlord shall maintain and repair the A/C Equipment (as defined herein)
at Tenant’s sole cost and expense), water and/or that provide life safety services within the Premises. 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 10.


 


C.
Notwithstanding the provisions of Section 10.A. hereof and Section 10.B. hereof to the contrary, (I) all damage or injury to the Premises
or to any other part of the Building and Building systems, whether requiring structural or nonstructural repairs, to the extent caused
by or resulting from the acts or omissions of Tenant (or any Person claiming by, through or under Tenant), or the performance of any
Alterations, shall be repaired, at Tenant’s sole cost and expense, (x) by Tenant, to the reasonable satisfaction of Landlord, if
Tenant is obligated to perform such repair pursuant to Section 10.A. hereof, or (y) by Landlord, if Tenant is not otherwise obligated
to perform such repair pursuant to Section 10.A. hereof, in which case, Tenant shall reimburse Landlord for all actual out-of-pocket
costs incurred in connection with the performance of any such repairs as Additional Rent within thirty (30) days following receipt of
Landlord’s invoice therefor and such obligation shall survive the Expiration Date and (II) all damage or injury to the Premises, whether
requiring structural or nonstructural repairs, to the extent caused by or resulting from negligence or willful misconduct of Landlord,
or Landlord’s entry into the Premises for purposes of making repairs or replacements made as contemplated in Article 19 hereof, shall
be repaired, at Landlord’s sole cost and expense, by Landlord to the reasonable satisfaction of Tenant; provided, however, that
nothing contained in this Section 10.C. limits the provisions of Section 42.G. hereof.


 






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		11.	CASUALTY;
DESTRUCTION



 


A.
Tenant shall give Landlord prompt notice of any fire or other casualty in or to the Premises. Subject to the terms of this Article 11,
if the Premises (including Alterations that Tenant has theretofore completed in accordance with Article 8 hereof) are damaged by fire
or other casualty, then, subject to the provisions of this Article 11, Landlord shall diligently repair the damage, with such modifications
required to comply with Requirements, to substantially the condition which existed immediately prior to such fire or other casualty;
it being understood and agreed that (i) Landlord shall have the right to make such modifications to the Premises required to comply with
Requirements, (ii) Landlord shall have no liability to Tenant for Landlord’s failure to commence any such repair to the extent
Tenant fails to give such notice to Landlord of such fire or other casualty and (iii) Landlord shall not be required to repair or restore
any of Tenant’s Property or any Specialty Alteration. From and after the date of such fire or casualty until such repairs which
are required to be performed by Landlord are Substantially Completed, the Fixed Annual Rent and the Escalation Rent payable pursuant
to Article 2 hereof shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant bears
to the total area of the Premises immediately prior to such casualty. Landlord shall not be obligated to repair any damage to, or to
replace, any Alterations if Landlord’s insurer fails to make insurance proceeds available to Landlord to cover the cost of repairing
such Alterations (excluding Landlord’s deductible) by reason of the failure of Tenant to have notified Landlord of the completion of
such Alterations and the cost thereof or to have maintained adequate records with respect to such Alterations. In the event of a fire
or casualty which affects a portion of the Premises only, Landlord shall use reasonable efforts to minimize interference with Tenant’s
use and occupancy of the balance of the Premises in making any repairs pursuant to this Article 11. If the Premises (including any Alterations)
are damaged by fire or other casualty, at any time prior to the completion of the Initial Installation Work if any, then Landlord’s obligation
to repair the Premises (and any Alterations) shall be limited to (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 be the same condition which existed on the Commencement Date,
in each case with any modifications required to comply with Requirements. Landlord shall not be obligated to restore the Premises as
provided in this Section 11.A. to the extent that this Lease terminates by reason of such fire or other casualty subject to and in accordance
with the terms of this Article 11.


 


B.
If (i) the Premises are rendered wholly or substantially untenantable by fire or other casualty and if Landlord shall decide not to restore
the Premises, or (ii) if the Building is so damaged by fire or other casualty that that Landlord shall decide to substantially alter,
demolish or reconstruct the Building (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 ninetieth (90th) day following such damage. If Landlord elects
to terminate this Lease as aforesaid, then the Term shall expire upon a date set by Landlord, but not sooner than the tenth (10th) day
after Landlord gives such notice and Tenant, on such date, shall vacate and surrender possession of the Premises to Landlord in accordance
with the provisions of Article 12 hereof.


 


C.
Subject to the terms of this Section 11.C, 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, 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 tenth (10th) day after the notice of such election is given, and, accordingly,
Tenant, on or prior to such tenth (10th) day, shall vacate the Premises and surrender the Premises to Landlord in accordance
with Article 12 hereof. For purposes of this Section 11.C, the term “substantially damaged” shall mean that in Landlord’s reasonable
judgment: (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 and (ii) the ninetieth (90th) day after the date that such fire
or other casualty occurs.


 


D.          (i) Landlord, within ninety (90) 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 11.A. 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 11.A 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 11.B. hereof or if the fire or other casualty occurs during the last twelve months of the Term as contemplated
in Section 11.C. hereof. If the estimated time period as set forth in the Casualty Statement exceeds twelve (12) months 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
fifteenth (15th) 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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(ii)
This Lease shall terminate if (v) a fire or other casualty occurs, and, by reason thereof, Landlord has an obligation to perform a restoration
as contemplated by Section 11.A. hereof, (w) Tenant does not exercise Tenant’s right to terminate this Lease under Section 11.D.(i) hereof
in connection with such fire or other casualty (or Tenant does not have the right to terminate this Lease under Section 11.D.(i) hereof
in connection with such fire or other casualty), (x) 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 thirty (30) days after the last day of the estimated time period
set forth in the Casualty Statement (the date described in this clause (ii) being referred to herein as the “Second Bite Date”),
(y) Tenant gives Landlord notice no earlier than the Second Bite Date to the effect that this Lease will terminate under this Section
11.D.(ii) if Landlord fails to Substantially Complete the restoration within thirty (30) days after the Second Bite Date, and (z) Landlord
fails to Substantially Complete the restoration within thirty (30) days after the Second Bite Date.


 


E.
Upon the termination of this Lease under this Article 11, provided that no Default has occurred and is then continuing, the Rental shall
be apportioned as of the date of such termination and any prepaid portion of Fixed Annual Rent and Escalation Rent that relates to the
period after the date that the abatement of Fixed Annual Rent and Escalation Rent as described in Section 11.A. hereof becomes effective
shall be refunded promptly by Landlord to Tenant less any amounts that may be then be due and payable by Tenant pursuant to the terms
of this Lease (and Landlord’s obligation to make such refund shall survive the Expiration Date).


 


F.
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 11 is intended to constitute an “express agreement to the contrary” for purposes of Section 227 of the New York
Real Property Law.


 


		12.	END
OF TERM



 


Subject
to Article 8 hereof, Tenant shall surrender the Premises to Landlord on the Expiration Date in good order and condition, except for reasonable
wear and tear and damage by fire or other casualty, and Tenant shall remove all Tenant’s Property and any personal property of
any Person claiming by, through or under Tenant and all Alterations (other than Qualified Alterations). Tenant agrees that any personal
property remaining in the Premises following the Expiration Date shall for all purposes be deemed abandoned and Landlord shall be free
to dispose of such property, at Tenant’s sole cost and expense, in any manner Landlord deems desirable. Landlord may retain or assign
any salvage or other residual value of such property. In consideration of Landlord’s disposing of such property, Tenant shall reimburse
Landlord or pay to Landlord any cost that Landlord may incur in disposing of such property within thirty (30) days after demand therefor.
Tenant shall indemnify, defend and save Landlord harmless against all costs, claims, loss or liability resulting from delay or failure
by Tenant in so surrendering the Premises, including, without limitation, any claims made by any succeeding tenant arising directly or
indirectly from such delay. 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 two
hundred percent (200%) of the aggregate Rental that was payable under this Lease during the last month of the Term; it being understood
and agreed, however, that if Tenant pays Expenses or Real Estate Taxes on any basis other than a monthly basis, Landlord shall have the
right to calculate the amount of such payments on a monthly basis for purposes of calculating the aforesaid amounts. The parties recognize
and agree that Landlord expects to perform major renovations and alterations to the Premises and/or the Building after the Expiration
Date and, accordingly, the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Premises as
aforesaid will be extremely substantial.  Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord
on the Expiration Date, in addition to any rights or remedies Landlord may have hereunder or at law, without in any manner limiting Landlord’s
right to demonstrate and collect any damages suffered by Landlord and arising from Tenant’s failure to surrender the Premises as
provided herein, and in addition to the sum payable to Landlord described above, Tenant shall pay to Landlord, any and all damages, consequential,
direct or indirect, incurred by Landlord as a result of Landlord’s inability to commence demolition, construction, alterations
or renovations to the Premises and/or the Building immediately after the Expiration Date, specifically including, without limitation,
(1) increased fees for engineers, architects, contractors, subcontractors, mechanics, laborers or expeditors, (2) increased fees for
obtaining permits, applications, certificates, or plans and specifications, (3) increased costs for materials and equipment as a result
of the delay, (4) any loss of rent from subsequent tenants that derive from Tenant’s failure to timely vacate the Premises or (5)
any penalties payable by Landlord to subsequent tenants that derive from Landlord’s inability to timely deliver the Premises (or any
portion thereof) to such subsequent tenants to the extent such delay arises from, or in connection with, Tenant’s failure to timely vacate
the Premises. Anything in this Lease to the contrary notwithstanding, the acceptance of any Rental shall not preclude Landlord from commencing
and prosecuting a holdover or summary eviction proceeding, and the preceding sentence shall be deemed to be an agreement expressly “providing
otherwise” within the meaning of Section 232-c of the Real Property Law of the State of New York and any successor law of like import.
Tenant expressly waives, for itself and for any person claiming through or under the Tenant, any rights which the 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 which the Landlord may institute. The obligations set forth in this
Article 12 shall survive the Expiration Date.


 






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		13.	SUBORDINATION
AND ESTOPPEL, ETC.



 


A.
This Lease and Tenant’s rights hereunder are and shall be subject and subordinate to any and all master leases of the Real Property,
ground or underlying leases and subleases and to all mortgages, building loan agreements, leasehold mortgages, spreader and consolidation
agreements and other similar documents and instruments together with all renewals, modifications, spreaders, consolidations, replacements,
extensions, assignments, and refinancings thereof and to all advances made or hereafter made thereunder (hereinafter referred to individually,
as a “Superior Interest” and collectively, as “Superior Interests”), which may now or hereafter affect
such leases or subleases or the Real Property of which the Premises form a part and to. This Article shall be self-operative and no further
instrument of subordination shall be necessary. In confirmation of such subordination, Tenant shall within ten (10) Business Days after
written request execute any instrument in recordable form that Landlord or the holder of any Superior Interest may reasonably request.
In the event that any ground or underlying lease is terminated, or any mortgage foreclosed, this Lease shall not terminate or be terminable
by Tenant unless Tenant was specifically named in any termination or foreclosure judgment or final order for the purposes of terminating
this Lease or the interest of Tenant in the Premises.


 


B.
Any holder of a Superior Interest may elect that this Lease shall have priority over such Superior Interest and, upon notification by
such holder of a Superior Interest to Tenant, this Lease shall be deemed to have priority over such Superior Interest, whether this Lease
is dated prior to or subsequent to the date of such Superior Interest. In the event that any master lease or any other ground or underlying
lease is terminated as aforesaid, or if the interests of Landlord under this Lease are transferred by reason of or assigned in lieu of
foreclosure or other proceedings for enforcement of any mortgage, or if the holder of any mortgage acquires a lease in substitution therefor,
or if the holder of any Superior Interest shall otherwise succeed to Landlord’s estate in this Lease or the Building, or the rights of
Landlord under this Lease, then Tenant will, notwithstanding anything to the contrary in Section 13.A above, at the option of the lessor
under any such master lease or other ground or underlying lease, the holder of any other Superior Interest or such purchaser, assignee
or lessee, as the case may be, to be exercised in writing, (i) attorn to it and perform for its benefit all the terms, covenants and
conditions of this Lease on the Tenant’s part to be performed with the same force and effect as if said lessor, mortgagee or such purchaser,
assignee or lessee, were the landlord originally named in this Lease, or (ii) enter into a new lease with said lessor, mortgagee or such
purchaser, assignee or lessee, as landlord, for the remaining Term and otherwise on the same terms, conditions and rentals as herein
provided. The foregoing provisions shall inure to the benefit of any such successor landlord, shall apply notwithstanding that, as a
matter of law, this Lease may terminate upon the termination of any Superior Interest, shall be self-operative upon any such request
and no further instrument shall be required to give effect to said provisions; provided, however, that upon request of any such successor
landlord, Tenant shall promptly execute and deliver, from time to time, any instrument in recordable form that any successor landlord
may reasonably request to evidence and confirm the foregoing provisions of this Section 13.B, in form and content reasonably satisfactory
to each such successor landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment,
this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the then
executory terms of this Lease except that such successor landlord shall not be: (a) liable for any previous act or omission or negligence
of any prior landlord under this Lease (including, without limitation, 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 counterclaim, demand,
defense, deficiency, credit or offset which Tenant might have against any prior landlord under this Lease (including, without limitation,
Landlord); (c) bound by any modification, amendment, cancellation or surrender of this Lease, unless such modification, cancellation,
surrender shall have been approved in writing by the successor landlord; (d) bound by any payment of Rental made by Tenant to a prior
landlord (including, without limitation, the then defaulting landlord) more than thirty (30) days in advance of the date such payment
is due (other than Escalation Rent that Tenant pays in advance pursuant to Article 2 hereof) except to the extent that such successor
landlord actually receives payment thereof, (e) bound by any security deposit, cleaning deposit or other prepaid charge which Tenant
might have paid in advance to any prior landlord under this Lease (including, without limitation, Landlord), unless such payments have
been received by the successor landlord; or (f) bound by any agreement of any landlord under this Lease (including, without limitation,
Landlord) with respect to the completion of any improvements affecting the Premises, the Building, the land or any part thereof or for
the payment or reimbursement to Tenant of any contribution to the cost of the completion of any such improvements.


 






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C.
If the then current term of any master, ground or other underlying lease to which this Lease is subordinate shall expire prior to the
Fixed Expiration Date, then, unless (i) the term of such ground or other underlying lease, as the case may be, shall have been extended,
which extension Landlord may arbitrarily decline to enter into or (ii) the holder of any Superior Interest shall elect, in writing, to
have Tenant attorn to it, the Term shall expire on the date of the expiration of any master, ground or other underlying lease to which
this Lease is subordinate, notwithstanding the later termination date herein above set forth. If any such master, ground or other underlying
lease is renewed or if the holder of any Superior Interest shall elect, in writing, to have Tenant attorn to it, then the Term shall
not expire as herein above set forth and, Tenant shall attorn to the holder of such Superior Interest on the terms and conditions set
forth in Section 13.B above for attornment. Landlord hereby advises Tenant that as of the date hereof, there is no third-party mortgage
financing or ground lease encumbering the Building.


 


D.
From time to time, Tenant, on ten (10) Business Days’ prior written request by Landlord, time being of the essence, will deliver to Landlord
and the holder of any Superior Interest a statement in writing (on which any person to whom it is addressed or certified may rely) certifying
that this Lease is unmodified and is in full force and effect (or if there have been modifications, that the same is in full force and
effect as modified and identifying the modifications) and the dates to which the Rental has been paid, the amounts of Fixed Annual Rent
and Escalation Rent, stating the Fixed Expiration Date and whether any renewal option exists (and if so, the terms thereof), stating
whether any defense or counterclaim to the payment of any Rental exists, whether any allowance or work is due to Tenant from Landlord,
stating whether or not the Landlord is in default in performance of any covenant, agreement or condition contained in this Lease and,
if so, specifying each such default of which Tenant may have knowledge, stating whether any bankruptcy case has been commenced with respect
to Tenant, and containing such other information as the holder of any Superior Interest may request. Nothing contained herein will be
deemed to impair any right, privilege or option of the holder of any Superior Interest.


 


E.
If, in connection with obtaining, continuing or renewing financing or refinancing for the Building, the land and/or any leasehold estate
of Landlord under any master, ground or underlying lease, the lender shall request reasonable modifications to this Lease as a condition
to such financing or refinancing, Tenant will execute and deliver such modifications, except that Tenant shall not be required to agree
to any such modifications 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) or (iii) increase Tenant’s other obligations under this
Lease (except to a de minimis extent) (it being understood that Tenant may be required to give notices of any defaults by Landlord to
such lender with the granting of such additional time for such curing as may be required for such lender to get possession of the said
building and/or land).


 


F.
If any act or omission by Landlord shall give Tenant the right, immediately or after the lapse of time, to cancel or terminate this Lease
or to claim a partial or total eviction, Tenant shall not exercise any such right until: (i) it shall have given written notice of such
act or omission to each holder of any Superior Interest of which it has written notice, and (ii) a reasonable period for remedying such
act or omission shall have elapsed following such notice (which reasonable period shall be equal to the period to which Landlord would
be entitled under this Lease to effect such remedy, plus an additional thirty (30) day period), provided such holder or lessor shall,
with reasonable diligence, give Tenant notice of its intention to remedy such act or omission and shall commence and continue to act
upon such intention.


 


		14.	CONDEMNATION



 


A.
Subject to the terms of this Article 14, in the event that the entire Building, Real Property or Premises shall be lawfully condemned
or taken in any manner for any use or purpose, this Lease and the Term and estate hereby granted shall forthwith cease and terminate
as of the date of vesting of title (hereinafter referred to as the “date of taking”).


 






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B.
If only a part of the Building or the Real Property is so condemned or taken and not the entire Premises, then (i) except as hereinafter
provided, this Lease shall be and remain unaffected by such condemnation or taking and the Term shall continue in force and effect, but
if a part of the Premises is included in the part of the Building or Real Property so acquired or condemned, then, from and after the
date of the vesting of title, (x) the Fixed Annual Rent shall be reduced in the proportion which the area of the part of the Premises
so acquired or condemned bears to the total area of the Premises immediately prior to such condemnation or taking, (y) Tenant’s Tax Share
shall be redetermined based upon the proportion which the rentable area of the Premises remaining after such acquisition or condemnation
bears to the rentable area of the Building remaining after such condemnation or taking; and (z) the Tenant’s Expense Share shall be redetermined
based upon the proportion which the rentable area of the Premises remaining after such condemnation or taking bears to the rentable area
of the Building (excluding any retail portion thereof) remaining after such condemnation or taking, (ii) if at least twenty-five percent
(25%) of the rentable area of the Building is affected thereby, then Landlord may give to Tenant, within sixty (60) days following the
date that Landlord receives notice of vesting of title, a notice of termination of this Lease; and (iii) if the part of the Building
or the Real Property so condemned or acquired contains more than twenty-five (25%) percent of the rentable area of Premises immediately
prior to such condemnation or taking, or, if by reason of such condemnation or taking, Tenant no longer has reasonable means of access
to the Premises as determined by Landlord, in Landlord’s reasonable discretion, then Tenant shall have the right to terminate this Lease
by giving notice thereof to Landlord on or prior the sixtieth (60th) day after Tenant receives notice of the taking. Landlord
shall promptly give Tenant copies of any notice received from the condemning authority as to vesting. If Landlord or Tenant gives any
such notice to terminate this Lease, then this Lease and the Term shall come to an end and expire upon the thirtieth (30th) day after
the date that such notice is given. If this Lease shall not be terminated as a result of a partial taking, if any part of the Premises
not so taken is damaged, Landlord, at Landlord’s own expense, but subject to the extent of the net proceeds (after deducting reasonable
expenses including reasonable attorneys’ and appraisers’ fees and any sums payable to the holder of a Superior Interest) of the award,
shall perform the work necessary to restore the damaged portion thereof to substantially the same condition existing immediately prior
to the taking with reasonable diligence and with such modifications as may be required by Requirements. Tenant shall be entitled to a
proportionate abatement of Fixed Annual Rent and Escalation Rent for that portion of the Premises which is being so restored and which
is not usable during the period commencing on the date such damage occurred and ending on the earlier of the date such restoration is
Substantially Complete and the date on which such portion of the Premises is used by Tenant.


 


C.
Upon the termination of this Lease and the Term pursuant to the provisions of Section 14.A or 14.B. hereof, the Fixed Annual Rent and
Escalation Rent shall be apportioned and any prepaid portion of Fixed Annual Rent and Escalation Rent for any period after such date
(less any amounts that may then remain due and payable pursuant to the terms of this Lease) shall be refunded by Landlord to Tenant (and
the obligation to make such refund shall survive the Expiration Date).


 


D.
Subject to Section 14.E. hereof, Landlord shall be entitled to receive the entire award for any condemnation or taking of all or any
part of the Real Property. Tenant shall have no claim against Landlord or any condemning authority or entity for, nor shall Tenant make
any claim for, the value of any unexpired portion of Term and Tenant hereby expressly assigns to Landlord all of its right in and to
such award. Nothing contained in this Section 14.D. shall preclude Tenant from making a separate claim in any condemnation proceedings,
for the then value of any Tenant’s fixtures or personal property included in such taking, and for any moving expenses, provided that
such proceedings do not result in a reduction in Landlord’s award.


 


E.
If the whole or any part of the Premises is acquired or condemned temporarily during the Term for any use or purpose, then the Term shall
not be reduced or affected in any way and, accordingly, Tenant shall continue to pay in full all items of Rental payable by Tenant hereunder
without reduction or abatement. 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, such award or payment shall be apportioned equitably
between Landlord and Tenant. Tenant, at Tenant’s sole cost and expense, shall make Alterations (subject to and in accordance with
all applicable provisions of this Lease) to restore the Premises to the condition existing prior to any such temporary acquisition or
condemnation.


 






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		15.	REQUIREMENTS
OF LAW



 


A.


 


(i)
Tenant, at Tenant’s sole cost and expense, shall comply with all Requirements (as hereinafter defined) 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, (iii) Requirements applicable to recycling of waste generated or stored by Tenant or
any Person claiming by, through or under Tenant and (iv) Requirements that are applicable by reason of the specific nature or manner
of use of the Premises or type of business operated by Tenant (or any other Person claiming by, through or under Tenant) in the Premises.


 


(ii)
The term “Requirements” shall mean, collectively, (i) all present and future laws, rules, orders, ordinances, regulations,
statutes, requirements, codes and directives and executive orders of all Governmental Authorities, and of any applicable fire rating
bureau, or any other body exercising similar functions, as the same may be amended from time to time and (ii) all requirements that the
issuer of Landlord’s property insurance 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.


 


(iii)
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.


 


(iv)
Landlord may elect to perform, at Tenant’s sole cost and expense, any work necessary to comply with Requirements as required pursuant
to Section 15.A.(i) hereof and Tenant shall reimburse Landlord for the actual out-of-pocket costs of performing the same within thirty
(30) days following receipt of Landlord’s invoice therefor which invoice shall include reasonable supporting documentation for the charges
set forth therein.


 


(v)
Landlord hereby advises Tenant that the work to pre-build the Premises was completed on or about April 24, 2019 and such work was performed
in accordance with applicable Requirements then in effect.


 


(vi)
As of the date hereof, to the best of Landlord’s knowledge, Landlord has not received any notice of any violation of applicable
Requirements at the Building from any Governmental Authority that would delay, impede or increase the cost of Tenant’s occupying
the Premises for the conduct of business.


 


B.
Tenant at its expense shall not use the Premises in a manner which shall increase the rate of fire insurance of Landlord or of any other
tenant, over that in effect prior to this Lease. If Tenant’s use of the Premises increases the fire insurance rate, Tenant shall reimburse
Landlord for all such increased costs. That the Premises are being used for the purpose set forth in Article 1 hereof shall not relieve
Tenant from the foregoing duties, obligations and expenses.


 


C.
By way of supplementing and not in limitation of the preceding provisions of this Article 15, if the Building or any portion thereof
(i) is now subject to, or Landlord shall hereafter subject the Building or any portion thereof to, any easement, covenant or restriction
to (a) preserve or regulate the historical nature or landmark status thereof, (b) designate it as a historical building, historical site
or landmark or (c) incorporate it in any historical, landmark or other similar district or (ii) is now or hereafter becomes subject to
any Requirement designating it a historical building, historical site, landmark or incorporating it in any historical, landmark or other
similar district, whereby, in any such case, any Alteration or change in its physical appearance shall be subject to regulation or approval
by any Governmental Authority or other third party, Tenant shall not take or suffer any action that would have the effect of violating
any such easement, covenant, restriction or Requirement.


 


		16.	CERTIFICATE
OF OCCUPANCY



 


Tenant
will at no time use or occupy the Premises in violation of any certificate of occupancy issued for or statute governing the use of the
Building. Nothing contained herein constitutes Landlord’s covenant, representation or warranty that the Premises or any part thereof
lawfully may be used or occupied for any particular purpose or in any particular manner.


 






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		17.	POSSESSION



 


Tenant
waives any right to rescind this Lease under Section 223-a of the New York Real Property Law or any successor statute of similar nature
and purpose then in force and further waives the right to recover any damages which may result from Landlord’s failure for any
reason to deliver possession of the Premises to Tenant on the Commencement Date. If Landlord is unable to give possession of the Premises
to Tenant on the Commencement Date, then the Rent Commencement Date shall be adjourned for the number of days in the period beginning
on the Commencement Date and ending on the day immediately preceding the date that Landlord delivers possession of the Premises to Tenant.
Landlord’s failure to give possession of the Premises to Tenant on the Commencement Date shall not (i) affect the validity of this
Lease, (ii) subject to the terms of the immediately preceding sentence of this Article 17, affect the obligations of Tenant hereunder,
(iii) give rise to any claim for damages by Tenant or any claim for rescission of this Lease by Tenant, (iv) be construed to extend the
Term or (v) subject Landlord to any liability. The provisions of this Article are intended to constitute an “express provision to
the contrary” within the meaning of Section 223-a of the New York Real Property Law. If Tenant takes possession of the Premises,
or otherwise enters therein, for any reason prior to the Commencement Date with Landlord’s prior written approval thereof, all of the
terms, covenants and conditions of this Lease shall be applicable to such possession or entry (specifically, including without limitation,
the provisions of Article 21 hereof); it being expressly understood that the foregoing shall not be construed to permit Tenant to access
or otherwise take possession of the Premises prior to the Commencement Date.


 


		18.	QUIET
ENJOYMENT



 


Landlord
covenants that if Tenant pays the Rental when due and payable and timely performs all of Tenant’s other obligations under this Lease,
Tenant may peaceably and quietly enjoy the Premises, subject to the terms, covenants and conditions of this Lease and to any master lease
and other Superior Interests. The willful infliction of damage on any property or the intentional interference with the quiet enjoyment
by any other occupant of the Building shall be deemed to be a conditional limitation of the Term. Tenant shall not create any nuisance
or other disturbance within the Building.


 


		19.	RIGHT
OF ENTRY AND TENANT’S RIGHT TO ACCESS AND BUILDING SECURITY



 


A.
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). Subject to the terms of this Section 19.A., Landlord, its employees, designees and/or its
agents shall have the right to enter or pass through the Premises at all reasonable times, upon reasonable prior notice (which notice
may be given verbally to the person employed by Tenant with whom Landlord’s representatives ordinarily discusses matters pertaining
to the Premises), (a) to examine the same, (b) to exhibit the Premises to prospective purchasers, tenants, investors, mortgagees, and/or
the holders of any Superior Interest, (c) to make such repairs, installations, improvements, alterations or additions to the Building
(whether or not the work to be performed is within the Premises or for its benefit) or the Premises, as may be required by Requirements
or as Landlord may deem necessary or, for any reason, desirable, (d) to perform any work permitted or expressly required by the terms
of this Lease, (e) to take back an insubstantial portion of the Premises as may be reasonably required for such repairs, installations,
improvements, alterations or additions, (f) to gain access to Reserved Areas and/or (g) to take into and store within and upon the Premises
all material that may be used in connection with any such repair, installation, improvement, alteration or addition work. Notwithstanding
the foregoing to the contrary, Landlord shall not be required to give Tenant advance notice of any such entry 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). Such entry, storage, work or taking back of a portion of the Premises in connection
with any of the purposes set forth herein shall not constitute an eviction (whether actual or constructive) of Tenant, in whole or in
part, or breach of the covenant of quiet enjoyment, shall not be grounds for any abatement of rent, and shall not impose any liability
on Landlord to Tenant by reason of inconvenience or injury to Tenant’s business or to the Premises. Notwithstanding the foregoing to
the contrary, Landlord will repair the Premises to the extent that the necessity for such repair derives from Landlord’s access to the
Premises as contemplated in this Article 19. Subject to Section 42.G. hereof, Landlord will remain liable to Tenant for personal injury
or property damage that derives from Landlord’s negligence or willful misconduct in connection with any entry upon the Premises. Tenant
shall permit Landlord to erect and maintain pipes, ducts and conduits in and through the Premises. Landlord shall have the right at any
time, without the same constituting an actual or constructive eviction, and without incurring any liability to Tenant, to change the
arrangement and/or location of entrances or passageways, windows, corridors, elevators, stairs, toilets, or other public parts of the
Building, and/or to change the name or number by which the Building is known. The Premises shall not include (i) the exterior walls of
the Building, (ii) the demising walls of the Premises (except for the interior face thereof), (iii) set-backs, balconies, terraces and
roofs that are adjacent to the Premises, (iv) the windows and the portions of all window sills outside same, and (v) space that is now
or hereafter 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 (except
for mechanical rooms that exclusively serve the Premises), plumbing facilities, service closets and areas above any hung ceiling, and
Landlord hereby reserves all rights to such parts of the Building (the areas described in clauses (iii) and (v) above together with any
mechanical rooms that exclusively serve the Premises being collectively referred to herein as the “Reserved Areas”).
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 this Section 19.A; provided, however, that Landlord shall have no obligation to employ contractors
or labor at overtime or premium pay rates in connection therewith.


 






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B.
Without further consent by Tenant, Landlord, its managing agent or Landlord’s designee may, after reasonable written or oral notice,
at reasonable times, enter the Premises (whether prior or subsequent to the Commencement Date) to take photographs of the interior thereof
(which may also include either or both of Tenant’s name and logo) for use in print and electronic marketing materials for any one
or more of the Building, Landlord, Landlord’s managing agent or any affiliate thereof. Tenant hereby consents to such use. Notwithstanding
the foregoing, no such material shall contain the image or likeness of any individual without first obtaining such individual’s
consent thereto. Tenant represents and warrants that the use of such photographs will not violate any copyright or trademark rights of
any person with respect to the design, furnishing, layout or construction of the Premises.


 


C.
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.


 


D.
Subject to the terms of this Section 19.D and all other applicable provisions of this Lease, Landlord shall arrange for one (1) concierge
or security guard or porter to staff the lobby of the Building at all times, twenty-four (24) hours per day, seven (7) days per week,
at no additional cost to Tenant (provided the costs thereof may be included in Expenses). Tenant acknowledges that (i) Landlord, in agreeing
to arrange for such security personnel, does not ensure the security of the Building, and (ii) 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.


 


		20.	VAULT
SPACE



 


Anything
contained in any plan or blueprint to the contrary notwithstanding, no vault or other space not within the Building property line is
demised hereunder. Any use of such space by Tenant shall be deemed to be pursuant to a license, revocable at will by Landlord, without
diminution of the Rental payable hereunder. If Tenant shall use such vault space, any fees, taxes or charges made by any Governmental
Authority for such space shall be paid by Tenant.


 


		21.	INDEMNITY



 


A.
The term “Landlord Parties” shall mean collectively, Landlord, Landlord’s managing agent, each holder of a Superior
Interest and each of their respective partners, members, managers, officers, directors, employees, principals, trustees and agents. The
term “Landlord Party” shall mean any of the foregoing individually. Subject to the terms of this Section 21.A., to the
fullest extent of the law, Tenant shall indemnify, defend and hold the Landlord Parties 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 Party and that derive from a claim made by a third party against such Landlord Party arising from or alleged to arise from:
(a) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations hereunder; (b) the use
or occupancy or manner of use or occupancy of the Premises by Tenant or any Person claiming by, under or through Tenant; (c) any act,
omission or negligence of Tenant or any of its subtenants, assignees or licensees or its or their partners, principals, directors, officers,
agents, invitees, employees, guests, customers or contractors (of any tier); (d) any accident, injury or damage occurring in or about
the Premises; (e) the performance by Tenant (or any Person on behalf of Tenant, or any Person claiming by, through, or under, Tenant,
including, without limitation, any Person engaged by or on behalf of Tenant) of any Alteration in, to or about the Premises, including,
without limitation, the failure of Tenant or any such Person to obtain any permit, authorization or license or failure to pay in full
any contractor, subcontractor or materialmen performing such Alteration; (f) a misrepresentation made by Tenant hereunder (including,
without limitation, a misrepresentation of Tenant under Article 40 hereof);and (g) any mechanics lien filed, claimed or asserted in connection
with any Alteration or any other work, labor, services or materials done for or supplied to, or claimed to have been done for or supplied
to Tenant, or any Person claiming through or under Tenant. Tenant shall not be required to indemnify the Landlord Parties, and hold the
Landlord Parties harmless, in either case as aforesaid, to the extent that it is finally determined that the negligence or wilful misconduct
of a Landlord Party contributed to the loss or damage sustained by the Person making the claim against Landlord. If any claim, action
or proceeding is brought against any of the Landlord Parties for a matter covered by this indemnity, Tenant, upon notice from the indemnified
Person shall defend such claim, action or proceeding with counsel reasonably satisfactory to Landlord and the indemnified Person. The
parties intend that the Landlord Parties (other than Landlord) shall be third-party beneficiaries of this Section 21.A.


 






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B.
The term “Tenant Parties” shall mean collectively, Tenant and its respective partners, members, managers, officers,
directors, employees, principals, trustees and agents. The term “Tenant Party” shall mean any of the foregoing individually.
Subject to the terms of this Section 21.B., to the fullest extent permitted by law, Landlord shall indemnify, defend and hold the Tenant
Parties 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 Party and that derive from a claim made by a third party against such Tenant Party arising
from or alleged to arise from Landlord’s negligence or willful misconduct (or the negligence or willful misconduct of the Person that
has the right to occupy the Premises by virtue of Landlord’s exercising Landlord’s rights under Section 4.B. hereof). Landlord shall
not be required to indemnify the Tenant Parties, and hold the Tenant Parties harmless, in either case as aforesaid, to the extent that
it is finally determined that the negligence or willful misconduct of a Tenant Party contributed to the loss or damage sustained by the
Person making the claim against Tenant or to the extent the loss or damage is covered or would be covered by the insurance Tenant is
required to maintain pursuant to Article 42 hereof. If any claim, action or proceeding is brought against any of the Tenant Parties for
a matter covered by this indemnity, Landlord, upon notice from the indemnified person or entity, shall defend such claim, action or proceeding
with counsel reasonably satisfactory to Tenant and the indemnified person or entity. The parties intend that the Tenant Parties (other
than Tenant) shall constitute third-party beneficiaries of this Section 21.B.


 


C.
The provisions of this Article 21 shall survive the Expiration Date.


 


		22.	INABILITY
TO PERFORM; LIMITATION OF LIABILITY



 


A.
Subject to Articles 11 and 14 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 cause beyond Landlord’s control, including without limitation
(i) strikes, (ii) labor troubles, (iii) governmental pre-emption in connection with a national emergency, (iv) any Requirement, (v) conditions
of supply or demand, (vi) conditions affected by, or actions (including without limitation any evacuation or closure of the Building)
taken by Landlord or others reasonably intended to assure the health, security or safety of the Building or any person in response to,
war, any act of terrorism or violence (even if not directed at the Building or any occupant thereof), or other national, state or municipal
emergency (whether or not officially proclaimed by any Governmental Authority), (vii) the occurrence of an act of God, or (vii) unavailability
of power or any disruption of electrical or any other utility service (such events collectively, “Unavoidable Delays”);
provided, however, that Landlord shall not have the right to claim under this Section 22.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.


 


B.
Landlord shall have the right, without incurring any liability to Tenant, to stop any service because of accident or emergency, or for
repairs, alterations or improvements, necessary or desirable in the judgment of Landlord to the Building or the Premises, until such
repairs, alterations or improvements shall have been completed.


 


C.
The Landlord Parties (other than 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. The liability of Landlord for Landlord’s obligations under
this Lease shall be limited to Landlord’s interest in the Real Property and the 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.


 






    40


     


    

 


D.
The Landlord Parties (other than Landlord) shall not be liable to Tenant for any loss or damage to person, property or business. Landlord
shall not be liable to Tenant for any loss or damage to person, property or business, unless due to the negligence or willful misconduct
of Landlord (it being understood and agreed that the provisions of Section 42.G. hereof shall apply with respect to any such liability).
The Landlord Parties shall not be liable for any damage to property of Tenant or of others entrusted to employees of the Building nor
for the loss of or damage to any property of Tenant by theft or otherwise.


 


		23.	CONDITION
OF PREMISES



 


Tenant
expressly acknowledges that it has inspected the Premises and is fully familiar with the physical condition thereof. Subject to Article
10 hereof, (a) Tenant shall accept possession of the Premises in the condition that exists on the Commencement Date “as is,”
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. Tenant acknowledges that 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 the Commencement Date, the Premises shall be in broom clean condition
and all Building systems (including the distribution portions thereof and the A/C Equipment) providing service to the Premises shall
be in good working order.


 


		24.	CLEANING



 


A.
Subject to the terms of this Lease, Landlord shall cause the Premises to be cleaned on Business Days in accordance with cleaning specifications
(set forth on Exhibit “D” annexed hereto and made part hereof), provided they are kept in order by Tenant. Landlord, its cleaning
contractor and their employees shall have after-hours access to the Premises and the use of Tenant’s light, power and water in the Premises
as may be reasonably required for the purpose of cleaning the Premises. 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.


 


B.
Tenant acknowledges that it has been advised that the cleaning contractor for the Building may be a subdivision or affiliate of Landlord.
Tenant agrees to employ said contractor, or such other contractor as Landlord may from time to time designate, for any additional cleaning
services such as waxing, polishing and other maintenance cleaning, rubbish removal and similar work in or to the Premises and/or Tenant’s
furniture, fixtures and equipment, provided that the prices charged by said contractor are reasonably competitive with the prices charged
by other contractors of comparable skill and experience operating within the vicinity of the Building for comparable work. Tenant agrees
that under no circumstance shall it employ any other cleaning and maintenance contractor, nor any individual, firm or organization for
such purposes other than Landlord’s contractor without Landlord’s prior written consent, which may be withheld for any reason.


 


C.
Tenant, at Tenant’s expense, shall exterminate the Premises against infestation by insects and vermin, regularly, and whenever there
is evidence of infestation, in both cases, in a manner reasonably acceptable to Landlord. Tenant shall engage Landlord’s designated contractor
to perform such extermination services, provided that the prices charged by said contractor are reasonably competitive with the prices
charged by other contractors of comparable skill and experience operating within the vicinity of the Building for comparable work.


 


D.
In each instance where Tenant is obligated to engage Landlord’s designated contractor for a particular service, as contemplated in this
Article 24, if Landlord and Tenant cannot agree on whether the prices being charged by the applicable contractor designated by Landlord
are reasonably competitive to those charged by such other contractors, Landlord or Tenant may submit such dispute to a Streamlined Arbitration
Proceeding (as hereinafter defined) pursuant to Article 41 hereof. While such dispute is pending resolution and as a condition to its
initiation and the maintenance thereof, Tenant shall pay the charges billed by Landlord or its designated contractor, as the case may
be; it being understood and agreed, that following resolution of any such dispute, such charges shall be adjusted as determined in such
Streamlined Arbitration Proceeding.


 






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		25.	JURY
WAIVER, DAMAGES



 


THE
PARTIES HERETO HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY REQUIREMENTS, TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF SUCH PARTIES AGAINST THE OTHER WITH RESPECT TO ANY MATTER 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,
WHETHER PURSUANT TO STATUTE, IN CONTRACT OR TORT, AND IRRESPECTIVE OF THE NATURE OR BASIS OF THE CLAIM INCLUDING BREACH OF AN OBLIGATION
TO MAKE ANY PAYMENT, FRAUD, DECEIT, MISREPRESENTATION OF FACT, FAILURE TO PERFORM ANY ACT, NEGLIGENCE, MISCONDUCT OF ANY NATURE OR VIOLATION
OF STATUTE, RULE, REGULATION OR ORDINANCE. IF LANDLORD COMMENCES AGAINST TENANT ANY SUMMARY PROCEEDING OR OTHER ACTION TO RECOVER POSSESSION
OF THE PREMISES OR TO RECOVER ANY RENT, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF WHATEVER NATURE OR DESCRIPTION IN ANY SUCH PROCEEDING
OR ACTION (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. TENANT
HEREBY WAIVES ANY AND ALL CLAIMS 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; IT BEING UNDERSTOOD AND AGREED THAT TENANT’S SOLE REMEDY THEREFOR BEING
AN ACTION OR PROCEEDING FOR SPECIFIC PERFORMANCE, INJUNCTION OR DECLARATORY JUDGMENT. 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.


 


		26.	NO
WAIVER, CONSTRUCTIVE EVICTION, SURVIVAL OF OBLIGATIONS, ETC.



 


A.
No act or omission of Landlord or its agents (including, without limitation, the exercise of the rights set forth in Section 22.B. hereof)
shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any compensation or to any abatement or
diminution of the Rental, or relieve Tenant from any of Tenant’s obligations under this Lease, or impose any liability upon Landlord
or any of the Landlord Parties by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business,
or otherwise. No act or omission of Landlord or its agents shall constitute acceptance of a surrender of the Premises, except a writing
signed by Landlord. The delivery of keys to Landlord or its agents shall not constitute a termination of this Lease or a surrender of
the Premises. Acceptance by Landlord of less than the Rental herein provided shall at Landlord’s option be deemed on account of earliest
Rental remaining unpaid. No endorsement on any check, or letter accompanying rent, shall be deemed an accord and satisfaction, and such
check may be cashed without prejudice to Landlord. No waiver of any provision of this Lease shall be effective, unless such waiver be
in writing signed by Landlord. FOR THE AVOIDANCE OF DOUBT, NO COURSE OF CONDUCT (FOR HOWEVER LONG IT MAY HAVE CONTINUED) THAT MAY HAVE
DEVIATED FROM THE EXPRESS TERMS OF THIS LEASE OR CHANGE IN THE COURSE OF CONDUCT (HOWEVER LONG THE PREVIOUS COURSE OF CONDUCT MAY HAVE
CONTINUED) OF LANDLORD (SUCH AS THE ACCEPTANCE OF LATE PAYMENT OF RENT WITHOUT COMPELLING PAYMENT OF A LATE CHARGE OR INSTITUTING ANY
LEGAL PROCEEDING) SHALL BE DEEMED TO BE A WAIVER OR AMENDMENT OF ANY TERM OF THIS LEASE AND SHALL BE CONSTRUED SOLELY AS A TEMPORARY
AND NON-BINDING ACCOMMODATION OF TENANT AT TENANT’S REQUEST AND MADE WITHOUT PREJUDICE TO LANDLORD’S RIGHTS AND REMEDIES.
No provision of this Lease shall be deemed to have been waived by Tenant, unless such waiver is in writing signed by the Tenant. 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. This Lease contains the entire agreement between the parties, and no modification thereof shall be binding unless
in writing and signed by both parties.


 






    42


     


    

 


B.
Tenant shall comply with (and shall cause any Person claiming by, through or under Tenant to comply with) the rules and regulations set
forth in the Rider attached hereto and made a part hereof, and any reasonable modifications thereof or additions thereto. Landlord shall
not be liable to Tenant for the violation of such rules and regulations by any other tenant. Landlord shall not enforce any rule or regulation
against Tenant in a discriminatory manner.


 


C.
Failure of Landlord to enforce any provision of this Lease, or any rule or regulation, shall not be construed as the waiver of any subsequent
violation of a provision of this Lease, or any rule or regulation. This Lease shall not be affected by nor shall Landlord in any way
be liable for the closing, darkening or bricking up of windows in the Premises or the relocation or alteration of any corridor to the
Premises, for any reason, including as the result of construction on any property of which the Premises are not a part or by Landlord’s
own acts. No easement for light and air is conveyed by this Lease.


 


D.
Landlord’s and Tenant’s obligation to make any and all adjustments and payments required by this Lease, including, without
limitation, the adjustments and payments referred to in Articles 2 and 3 hereof, shall survive any expiration, termination or cancellation
of this Lease, except as otherwise expressly provided by written agreement between Landlord and Tenant.


 


E.
Any delay or failure of Landlord in billing or tendering any invoice or statement provided for in any provision of this Lease for all
or any portion of any amount payable pursuant to this Lease (whether denominated Additional Rent or otherwise), including, without limitation,
any provision of Article 2 or Article 3 hereof (including, without limitation, any statement, invoice, bill, or notice of cost of living
adjustment, operating expense escalation, tax escalation, or fuel and/or rate adjustment), shall not constitute a waiver of or in any
way impair (i) Landlord’s right to bill Tenant at any subsequent time (during or subsequent to the Term), retroactively for the
entire amount so unbilled (which previously unbilled amount shall be payable within thirty (30) days after demand therefor), and to collect
any such amount or (ii) Tenant’s continuing obligation to pay the same hereunder, which obligation shall survive the Expiration
Date.


 


		27.	OCCUPANCY
AND USE BY TENANT; SIGNAGE



 


A.
Tenant shall not obstruct or permit the obstruction of the light, halls, common areas, roof, stairway or entrances to the Building.


 


B.


 


(i)
Except as otherwise expressly permitted herein, Tenant will not affix, erect or inscribe any signage, lettering, projections, awnings,
signals or advertisements or notices of any kind to any part of the Premises, including the inside or outside of the windows or doors
thereof, or the Building or any portion thereof; it being understood and agreed that 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.


 


(ii)
Tenant will not paint the outside of the doors thereof or the inside or outside of the windows thereof. Any signage, lettering, projections,
awnings, signals, advertisements, or notices which shall be exhibited, inscribed, painted or affixed by or on behalf of Tenant in violation
of the provisions of this Section 27.B may be removed by Landlord and the cost of any such removal shall be paid by Tenant as Additional
Rent.


 


(iii)
Following Tenant’s request therefor (which request may only be made one time and may only be made during the first sixty (60) days of
the Term), Landlord, at Tenant’s sole cost and expense, shall install Building standard signage containing Tenant’s name only (the “Entry
Door Signage”), on or affixed to the entry doors to the Premises. Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket
costs incurred in connection therewith within thirty (30) days following receipt of Landlord’s invoice therefor. Upon installation of
any Entry Door Signage, such signage shall not be removed, changed or otherwise modified in any way without Landlord’s prior written
approval and the removal, change or modification of the Entry Door Signage or any lettering contained therein shall be performed solely
by Landlord, at Tenant’s sole cost and expense. Notwithstanding the foregoing to the contrary, if the Building standard signage
program for the Building or the floor on which the Premises is located changes during the Term from the Building standard signage program
in effect and applicable thereto on the date hereof, Landlord reserves the right, at Landlord’s own cost and expense, to remove the existing
Entry Door Signage and replace the same with the signage containing Tenant’s name only which replacement signage shall conform to the
then current Building standard signage program in effect for the Building or the floor on which the Premises is located. Entry Door Signage
shall constitute an Alteration for all purposes of this Lease.


 






    43


     


    

 


C.


 


(i)
If Tenant shall install a wireless intranet, Internet, communications network or “Wi-Fi” (or other iteration thereof) capability
(any of the foregoing being hereinafter referred to as a “Network”) within the Premises, such Network shall be for the
use by and only by Tenant and its employees subject to the terms hereof. No antennas shall be installed on any roof or setback of the
Building or anywhere else on the exterior of the Building in connection with the Network or otherwise.


 


(ii)
Tenant shall not solicit, suffer, or permit other tenants or occupants of the Building to use the Network or any other communications
service, including, without limitation, any wired or wireless Internet service that passes through, is transmitted through, or emanates
from the Premises.


 


(iii)
Tenant agrees that Tenant’s communications equipment and the communications equipment of Tenant’s service providers and contractors
retained to service the Premises including, without limitation, any switches, or other equipment (collectively, “Tenant’s
Communications Equipment”) shall be of a type and, if applicable, a frequency, that will not cause radio frequency, electromagnetic,
or other interference to any other party or any equipment of any other party including, without limitation, Landlord, other tenants,
or occupants of the Building or any other party, in violation of FCC specifications concerning radio frequency interference (hereinafter
referred to as “RFI”). In the event that Tenant’s Communications Equipment causes or is believed to cause any
such prohibited RFI, upon receipt of notice from Landlord of such interference, Tenant will take all steps necessary to correct and eliminate
the interference. If the prohibited RFI is not eliminated within twenty-four (24) hours (or a shorter period if Landlord believes a shorter
period to be appropriate) then, upon request from Landlord, Tenant shall shut down Tenant’s Communications Equipment pending resolution
of the interference, with the exception of intermittent testing upon prior notice to and with the approval of Landlord. No Network, or
Tenant’s Communication Equipment may be installed in any lobby, corridor, building common area or any other area not within the
exclusive control of Tenant.


 


(iv)
Tenant acknowledges that Landlord has granted and/or may grant lease rights, licenses, and other rights to various other tenants and
occupants of the Building and to telecommunications service providers.


 


		28.	NOTICES



 


A.
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 prior to the	 
	 	Commencement
    Date:	Orchestra
    BioMed, Inc.
	 	 	405 Lexington
    Avenue
	 	 	New York,
    New York 10174
	 	 	 
	 	If to Tenant
    on or after the	 
	 	Commencement
    Date:	Orchestra
    BioMed, Inc.
	 	 	One Grand
    Central Place
	 	 	60 East
    42nd Street, Suite 2430
	 	 	New York,
    New York 10165, or



 






    44


     


    

 


	 	If
    to Landlord:	ESRT
    One Grand Central Place, L.L.C.
	 	 	c/o ESRT
    Management, L.L.C.
	 	 	[Omitted
    pursuant to Item 601(a)(6)]
	 	 	New York,
    New York 10165
	 	 	Attn:  Property
    Manager
	 	 	 
	 	 	and
	 	 	 
	 	 	Empire State
    Realty Trust, Inc.
	 	 	[Omitted
    pursuant Item 601(a)(6)]
	 	 	Attn:  Lease
    Administration Department
	 	 	 
	 	with copies
    of any default notice only to:	 
	 	 	 
	 	 	Empire State
    Realty Trust, Inc.
	 	 	[Omitted
    pursuant Item 601(a)(6)]
	 	 	Attn:  Legal-
    Leasing



 


 


with
a copy of any Alterations Notice also via electronic mail to Landlord with a request for a “Read Receipt”, sent to the attention
of [Omitted pursuant to Item 601(a)(6)], at [Omitted pursuant Item 601(a)(6)]; it being understood and agreed that the copy of the plans
included with such electronic transmission of the Alterations Notice must be legible both electronically and when printed,


 


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 28. Any such bill, statement, demand, notice, request or
other communication shall be deemed to have been rendered or given (x) on the date that it is hand delivered, as aforesaid, or (y) three
(3) days after being sent by registered or certified mail or (z) one (1) Business Day after being sent by nationally recognized overnight
courier. Notwithstanding anything to the contrary contained herein, an Alterations Notice shall be deemed given on the later to occur
of (i) the applicable date specified in the immediately preceding sentence and (y) the date on which Tenant receives a “Read Receipt”
on Tenant’s electronic transmission thereof. TENANT HEREBY EXPRESSLY WAIVES THE BENEFITS OF ANY LAW, STATUTE OR OTHER LEGAL AUTHORITY
REQUIRING A PERIOD OF TIME (SUCH AS 5 DAYS) TO BE ADDED TO THE TIME REQUIRED HEREIN TO BE GIVEN FOR NOTICES.


 


B.
Notwithstanding the foregoing, (i) all bills, statements, notices, demands, requests and other communications from Landlord to Tenant
pursuant to Article 2 or Article 3 and any notices changing any of the addresses set forth herein, may be given, at Landlord’s
option, by regular first class United States mail or via electronic mail sent to the party to whom Landlord’s representative was so instructed
to send such bills, statements, notices, demands, requests and other communications and (ii) bills and statements issued by Landlord
and/or Landlord’s agents or representatives, may be sent in the manner specified herein without copies to any other party. Tenant acknowledges
and agrees that if any notices of default or demands for the payment of Rental or performance of any other obligations hereunder that
are sent to the address(es) set forth herein are returned as undeliverable, then such notices and demands may thereafter be sent or delivered
to the Premises and, notwithstanding that Tenant may have another office or place of business (of which Landlord may have knowledge)
or may have vacated the Premises, delivery of any such notice or demand or delivery of service of process to the Premises shall be sufficient
for all purposes (including, without limitation, obtaining jurisdiction over and entry of judgement against Tenant) in any action or
proceeding.


 


C.
Landlord hereby authorizes and appoints as Landlord’s agents, the then current property manager, the then current managing agent
of the Building, if any, and any attorney retained by Landlord at any time, jointly and severally, to act on Landlord’s behalf
to make demands on and give notices to Tenant hereunder, including without limitation, (i) demands for payment of Rental, performance
of any obligation, or curing of any default, (ii) notices of Default or notices of termination of this Lease, and (iii) all other notices
that may be required by Requirements or this Lease in connection with or as a predicate to any action or proceeding whether for rent,
possession of the Premises or enforcement of any other right or remedy. Tenant acknowledges and agrees that (x) such managing agent and
attorney, either together or individually, are authorized to give such notices and (y) Tenant shall not (and hereby waives the right
to) contest such authorization on the grounds that any such notice was not given by Landlord or raise any defense to any action or proceeding
predicated on any allegation of lack of such authorization. No notice given by such agent or attorney shall be required to state or evidence
the authority for giving the same, and it shall be conclusively presumed that any notice from any such managing agent or attorney was
properly authorized.


 


D.
This Article 28 has been specifically negotiated between the parties hereto.


 






    45


     


    

 


		29.	WATER



 


Tenant
shall not use water other than for ordinary drinking, cleaning, and pantry uses. If Tenant uses water for any purpose in addition to
ordinary drinking, cleaning, or pantry purposes, then Landlord may install a water meter at Tenant’s expense and thereby measure
Tenant’s water consumption for all such additional purposes. Tenant shall pay Landlord for the cost of the meter and the cost of
the installation thereof and through the duration of Tenant’s occupancy Tenant shall keep said meter and equipment in good working
order and repair at Tenant’s own cost and expense. Tenant shall pay Landlord for water consumed as shown on said meter, as additional
rent, calculated at the cost imposed on Landlord by the public utility. Tenant shall make such payment to Landlord not later than the
tenth (10th) day after the date that Landlord gives Tenant an invoice therefor. Tenant shall pay the sewer rent, charge or any other
tax, rent, levy or charge which now or hereafter is imposed in connection with any such metered consumption.


 


		30.	SPRINKLER
SYSTEM



 


If
there shall be a sprinkler system in the Premises for any period during the Term, if such sprinkler system is damaged by any act or omission
of Tenant or its agents, employees, licensees or visitors, Tenant shall restore the system to good working condition at its own expense.
Supplementing Article 15 and not in lieu thereof, if the New York Board of Fire Underwriters, the New York Fire Insurance Exchange, the
Insurance Services Office, any successor to any of them, any other organization hereafter performing any function of any of them or any
Governmental Authority requires the installation or any alteration or other modification to a sprinkler system (including any alteration
or modification necessary to obtain the full allowance for a sprinkler system in the fire insurance rate of Landlord) by reason of Tenant’s
occupancy or use of the Premises or any Alterations therein, or for any other reason, Tenant shall make such installation or alteration
or other modification promptly and in accordance with the provisions of Article 8 hereof, and at its own expense. Landlord may elect
to perform, at Tenant’s sole cost and expense, any work necessary to comply with this Article 30 and Tenant shall reimburse Landlord
for the actual out-of-pocket costs of performing the same within thirty (30) days following receipt of Landlord’s invoice therefor which
invoice shall include reasonable supporting documentation for the charges set forth therein.


 


		31.	HEAT
AND AIR-CONDITIONING



 


A.
Landlord shall furnish heat to the Premises during Business Hours (as hereinafter defined) during the cold season in each year.


 


B.
During the Term, Tenant may use any air conditioning equipment and appurtenances located in and/or servicing the Premises (hereinafter
referred to collectively as the “A/C Equipment”), for normal office usage. Subject to Article 10 hereof, Landlord shall,
at Tenant’s cost and expense, inspect, maintain, repair and replace as necessary, the A/C Equipment and Tenant shall reimburse Landlord,
as Additional Rent, for all of Landlord’s actual, reasonable out-of-pocket costs incurred in connection therewith within thirty (30)
days following receipt of Landlord’s invoice therefor; it being understood that the costs incurred by Landlord to inspect, maintain,
repair and/or replace the A/C Equipment shall be reasonably competitive in the market for comparable work. Tenant shall reimburse Landlord
for all electricity consumed in connection with the A/C Equipment in accordance with the provisions of Article 3 of this Lease. The A/C
Equipment is and shall remain the property of Landlord. In no event shall Tenant have any right to remove the A/C Equipment. Tenant shall
not abuse the A/C Equipment and shall operate the A/C Equipment only in accordance with the operating instructions that may accompany
such equipment and the design and performance specifications therefor; it being understood and agreed that upon the Expiration Date,
the A/C Equipment (including all material components thereof) must be in good working order and to the extent the A/C Equipment (or any
material component thereof) is not in good working order Tenant shall reimburse Landlord upon demand for any and all costs incurred by
Landlord to repair or replace the same following the Expiration Date and this obligation shall survive the Expiration Date. Tenant shall
not install any supplemental or additional air conditioning units of any kind in the Premises; it being expressly understood and agreed
that Landlord shall have no obligation to maintain, repair or replace any supplemental systems (regardless of whether such supplemental
systems are located in the Premises on the Commencement Date). The term “Non-Exclusive A/C Equipment” shall mean a central
system or package or other air-conditioning units and/or equipment that provides air-conditioning service to a particular tenant in the
Building and that also provides air conditioning service to other tenants and/or to any other portion of the Building.  Notwithstanding
the preceding provisions of this paragraph, if air-conditioning is provided to the Premises by means of Non-Exclusive A/C Equipment,
Landlord shall maintain, repair, and replace the same as hereinabove provided, but the charges for such services shall be prorated based
upon the ratio of the rentable square feet of the Premises over the aggregate rentable square feet in the Building which is serviced
by all Non-Exclusive A/C Equipment.


 






    46


     


    

 


C.
In no event shall Landlord be required to furnish heat or ventilation at times other than Business Hours (such other times, “Overtime
Periods”). Notwithstanding the foregoing, upon Tenant’s request, Landlord shall provide heat and ventilation services to the
Premises during Overtime Periods at Landlord’s then existing schedule of rates for such services during Overtime Periods for tenants
in the Building, provided that Tenant shall give notice to Landlord requesting such services not later than 2:00 P.M. on the Business
Day immediately preceding the day on which Tenant requires such services during Overtime Periods.


 


		32.	LETTER
OF CREDIT



 


A.
Simultaneously with Tenant’s execution and delivery hereof, Tenant shall deliver to Landlord an unconditional, irrevocable Letter of
Credit (the “Letter of Credit”) that (i) is in the amount of Three Hundred Thirty-Six Thousand Four Hundred Forty and
00/100 Dollars ($336,440.00), (ii) is in a form that is reasonably acceptable to Landlord, (iii) is issued for an initial term of not
less than one (1) year and automatically renews for periods of not less than one (1) year unless the issuer thereof otherwise advises
Landlord on or prior to the forty-fifth (45th) day before the applicable expiration date, (iv) allows Landlord the right to draw thereon
in part from time to time or in full, (v) names Landlord as the beneficiary thereof and is issued from the account of Tenant, (vi) is
transferable by Landlord without cost (with any and all fees associated therewith being for the account of Tenant and the effectiveness
of such transfer shall not be conditioned upon the payment of such fees), and (vii) is issued by, or drawn on, a bank that (a) is insured
by the Federal Deposit Insurance Corporation (b) has either a Standard & Poor’s long term rating of at least “AA-” or a
Moody’s long term rating of at least “Aa3” (or, if Standard & Poor’s or Moody’s, as the case may be, 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 long term rating of “AA-” or Moody’s long term rating of “Aa3”, as applicable, as of the
date hereof), (c) has not been declared insolvent or placed into receivership in either case by the Federal Deposit Insurance Corporation
or another governmental entity that has regulatory authority over such bank, and (d) 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”). In no event shall the Letter of Credit have a final expiration date occurring
any earlier than the date which is sixty (60) days after the Fixed Expiration Date.


 


B.
If (a) Default occurs and is continuing, or (b) 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 Fixed Annual Rent, Additional Rent or any other sums hereunder that then remain unpaid, or (ii) to any damages
to which Landlord is entitled hereunder and that Landlord incurs by reason of such Default 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, then Tenant, upon 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 during the Term the issuer
of the Letter of Credit shall cease to satisfy the Bank Requirements or such issuer shall be placed on the Federal Deposit Insurance
Corporation’s “Watch List,”, Tenant shall, within five (5) days after notice from Landlord, replace such Letter of Credit
with a new Letter of Credit issued by a banking organization that satisfies the Bank Requirements and the other criteria set forth in
this Article 32. If Tenant fails to do so, 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 32). If such Letter of Credit is not honored, Tenant within five (5) days after notice that the Letter of Credit was
not honored, shall replace the Letter of Credit with a cash security deposit (it being agreed that Landlord shall have the right to use,
apply and transfer such cash security in the manner described in this Article 32). Time shall be of the essence with respect to the time
periods set forth in this Section 32.B If Tenant shall default in performing any such obligation under this Section 32.B, the same shall
be deemed an automatic Default hereunder neither requiring any further notice for Landlord to terminate the Term nor susceptible of being
cured by Tenant. 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. The provisions of this Section 32.B shall survive
the Expiration Date. Nothing contained in this Section 32.B limits Landlord’s rights or remedies in equity, at law, or as otherwise set
forth herein.


 






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C.
Tenant, at Tenant’s expense, shall cause 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; it being understood and agreed that if Landlord incurs any cost or expense in connection with the transfer of the Letter
of Credit, Tenant shall promptly pay to Landlord, on demand and as Additional Rent hereunder, all such costs and expenses paid by Landlord
to the issuer of the Letter of Credit in connection with any such transfer. The provisions of this Section 32.C shall survive the Expiration
Date.


 


D.
If Tenant fails to provide Landlord with a replacement Letter of Credit that complies with the requirements of this Article 32 on or
prior to the thirtieth (30th) day before the expiration date of the Letter of Credit that is then expiring, 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 32). 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 Fixed Expiration Date.


 


E.
Provided that Tenant performs all of the obligations of Tenant hereunder, Landlord shall return to Tenant the Letter of Credit (to the
extent not theretofore presented for payment in accordance with the terms hereof) promptly following the Expiration Date. Landlord’s
obligations under this Section 32.E shall survive the Expiration Date.


 


		33.	RENT
CONTROL



 


In
the event the Fixed Annual Rent or Additional Rent or any part thereof provided to be paid by Tenant under the provisions of this Lease
during the Term shall become uncollectable or shall be reduced or required to be reduced or refunded by virtue of any Requirement, or
the orders, rules, codes or regulations of any organization or entity formed pursuant to Requirements, whether such organization or entity
be public or private, then Landlord, at its option, may at any time thereafter, terminate this Lease, by not less than thirty (30) days’
written notice to Tenant, on a date set forth in said notice, in which event this Lease and the Term shall terminate and come to an end
on the date fixed in said notice as if the said date were the date originally fixed herein for the termination of the Term. Landlord
shall not have the right to so terminate this Lease if Tenant within such period of thirty (30) days shall in writing lawfully agree
that the rentals herein reserved are a reasonable rental and agree to continue to pay said rentals, and if such agreement by Tenant shall
then be legally enforceable by Landlord.


 






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		34.	SHORING



 


Tenant shall permit any person
authorized to make an excavation on land adjacent to the Building containing the Premises to do any work within the Premises necessary
to preserve the wall of the Building from injury or damage, and Tenant shall have no claim against Landlord for damages or abatement of
Rental by reason thereof.


 


		35.	EFFECT OF CONVEYANCE, ETC.



 


If the Building shall be sold,
transferred or leased, or the lease thereof transferred or sold, Landlord shall be relieved of all future obligations and liabilities
hereunder and the purchaser, transferee or tenant of the Building shall be deemed to have assumed and agreed to perform all such obligations
and liabilities of Landlord hereunder. In the event of such sale, transfer or lease, Landlord shall also be relieved of all existing obligations
and liabilities hereunder, provided that the purchaser, transferee or tenant of the Building assumes in writing or is deemed to have assumed
by operation of law or otherwise, such obligations and liabilities.


 


		36.	RIGHTS OF SUCCESSORS AND ASSIGNS; PARTIAL INVALIDITY



 


This Lease shall bind and
inure to the benefit of the heirs, executors, administrators, successors, and, except as otherwise provided herein, the assigns of the
parties hereto. If any provision of any Article of this Lease or the application thereof to any person or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of that Article, or the application of such provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of said Article and of this
Lease shall be valid and be enforced to the fullest extent permitted by Requirements.


 


		37.	CAPTIONS



 


The captions herein are inserted
only for convenience, and are in no way to be construed as a part of this Lease or as a limitation of the scope of any provision of this
Lease.


 


		38.	LEASE SUBMISSION



 


A. Landlord
and Tenant agree that this Lease is submitted to Tenant on the understanding that it shall not be considered an offer and shall not bind
Landlord or Tenant unless and until Landlord and Tenant have executed and unconditionally delivered to the other a fully executed counterpart
of this Lease.


 


B. If
Tenant is a corporation, partnership, limited liability company or other form of organization or association, Tenant represents and warrants
that each individual executing this Lease on behalf of Tenant is duly authorized to do so, that Tenant is a duly formed and validly existing
entity and that Tenant has full right and authority to execute and deliver this Lease.


 


		39.	ELEVATORS AND LOADING



 


A. Except
in the event of an emergency or as otherwise provided in and subject to the terms of this Lease, Landlord shall provide passenger elevator
service twenty-four (24) hours a day, seven (7) days a week and freight elevator service on a non-exclusive basis 8:00 a.m. to 5:00 p.m.
during all Business Days. Any use of freight elevator service on other days and times (collectively, “Freight Overtime Periods”)
shall be on a first-come, “as available” basis and shall be scheduled in advance with Landlord, and Tenant shall pay Landlord’s
customary building standard charge therefor. Notwithstanding the foregoing, Landlord shall provide Tenant, at no additional cost to Tenant,
with up to eight (8) hours of freight elevator service during Freight Overtime Periods solely for use in connection with Tenant’s move-in
to the Premises, which freight elevator use shall be scheduled on such days and during such hours (in no less than four (4) hour blocks
of time) as is scheduled in advance with, and reasonably approved by, Landlord’s property management team for the Building. Tenant
expressly acknowledges and agrees that any portion of such hours allotted to Tenant for free freight elevator service during Freight Overtime
Periods which are remaining after Tenant’s completion of Tenant’s initial move to the Premises shall be deemed forfeited and
that in no event shall any such hours be applied to Tenant’s use of the freight elevator service in connection with the ordinary
conduct of Tenant’s business. There shall be no major loading or unloading in the Building between 8:00 a.m. and 6:00 p.m. on Business
Days. Tenant acknowledges it has been advised that, subject to availability, and on a first come “as-available” basis, the
freight elevators servicing the Building can be used from 8:00 a.m. to 5:00 p.m. on Business Days for less than truck load deliveries
which will not unreasonably interfere with use of the freight elevator by or on behalf of Landlord and the other tenants of the Building.


 






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B. It
is the intention of Landlord to maintain in the Building, operatorless automatic control elevators. However, Landlord may, at its option,
maintain in the Building either manually operated elevators or operatorless automatic control elevators or part one and part the other,
and Landlord shall have the right from time to time during said term, to change, in whole or in part, from one to the other without notice
to Tenant and without such change in any way constituting an eviction of Tenant or affecting the obligations of Tenant hereunder or incurring
any liability to Tenant hereunder.


 


		40.	BROKERAGE



 


Tenant represents and warrants
that it neither consulted nor negotiated with any broker or finder with regard to the Premises other than [Omitted pursuant to Item 601(a)(6)]
(“Broker”) and [Omitted pursuant to Item 601(a)(6)] (“Landlord’s Agent”). Tenant agrees to indemnify,
defend and save Landlord harmless from and against any claims for fees or commissions from any Person other than Broker and Landlord’s
Agent claiming to have dealt with Tenant in connection with the Premises and/or this Lease. Landlord represents and warrants that it neither
consulted nor negotiated with any broker or finder with regard to the Premises other than Broker and Landlord’s Agent. Landlord agrees
to pay any commission or fee owing to Broker and Landlord’s Agent pursuant to separate agreements with Broker and Landlord’s Agent. Landlord
agrees to indemnify, defend and save Tenant harmless from and against any claims or fees or commissions from any Person, including Broker
and Landlord’s Agent, claiming to have dealt with Landlord in connection with the Premises or this Lease. If any claim, action or proceeding
is brought against Landlord or Tenant for a matter covered by this indemnity, the indemnitor, upon notice from the indemnified Person,
shall defend such claim, action or proceeding with counsel reasonably satisfactory to the respective party and the indemnified Person.
Nothing in this Article 40 shall be construed to be a third party beneficiary contract.


 


		41.	ARBITRATION



 


The term “Streamlined
Arbitration Proceeding” shall mean a binding arbitration proceeding conducted in The City of New York under the Streamlined Arbitration
Rules & Procedures of JAMS (or its successor); provided, however, that with respect to any such arbitration, (i) the list of arbitrators
referred to in Rule 12(d) of JAMS Streamlined Arbitration Rules & Procedures shall be returned within five (5) Business Days from
the date of service; (ii) the parties shall notify JAMS (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 JAMS (or its successor) and was not struck in accordance with Rule 12(d) as modified by clause (i) above; (iii) the
parties shall be notified of the hearing date 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 Streamlined Arbitration Proceeding. The arbitrator shall determine the extent to which each party is successful in such Streamlined
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).


 






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		42.	INSURANCE



 


A. At
all times during the Term, Tenant shall maintain, at Tenant’s expense, the following insurance coverage:


 


(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”); Tenant’s Property Policy shall include business interruption insurance that is sufficient
in amount to pay the Fixed Annual Rent and the Escalation Rent due hereunder for a period of at least one (1) year;


 


(ii) a
policy of commercial general liability insurance on an occurrence basis, providing coverage that is at least as broad as the current edition
of IS0 Form CG 00 01 (“Tenant’s Liability Policy”) with minimum limits of Five Million and 00/100 Dollars ($5,000,000.00)
per occurrence for bodily injury (or death), personal injury and/or damage to property;


 


(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”);


 


(iv) worker’s
compensation insurance in statutory limits, and New York State disability insurance as required by Requirements, covering all employees;
and


 


(v) such
other coverage in such amounts as Landlord may reasonably require with respect to the Premises, its use and occupancy and the conduct
or operation of business therein.


 


Landlord may, from time to
time, but not more frequently than once every three (3) years adjust the minimum limits set forth above to limits that in Landlord’s reasonable
judgment are then being customarily required by prudent landlords of comparable buildings in New York City. 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.


 


B. All
insurance policies to be maintained as set forth above (i) shall be issued by companies of recognized responsibility, licensed and admitted
to do business in the State of New York, reasonably acceptable to Landlord, and maintaining a rating of A/XII or better in Best’s
Insurance Reports-Property-Casualty (or an equivalent rating in any successor index adopted by Best’s or its successor), (ii) shall
provide that they may not be canceled or modified unless Landlord and all additional insureds thereunder are given at least thirty (30)
days prior written notice of such cancellation or modification, except that such period of thirty (30) days may be reduced to no less
than ten (10) days for non-payment of premium and (iii) shall be primary and non-contributory in all respects. Tenant’s Property Policy
and Tenant’s Liability Policy shall name Tenant as the insured. Tenant’s Liability Policy (including, without limitation, any policy that
Tenant obtains as described in Section 42.D. hereof) and Tenant’s Auto Policy shall be endorsed to name the Designated Landlord Parties
as additional insureds thereunder. Tenant’s Property Policy shall contain a provision that no act or omission of Tenant shall affect or
limit the obligation of the insurer to pay the amount of any loss sustained. 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).


 






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C. Prior
to the Commencement Date, Tenant shall deliver to Landlord certificates of insurance for the insurance coverage required by Paragraph
42.A and copies of the endorsements to such policies designating the Designated Landlord Parties as additional insureds. Tenant shall
procure and pay for renewals of such insurance from time to time before the expiration thereof, and Tenant shall deliver to Landlord certificates
of renewal at least thirty (30) days before the expiration of any existing policy. Under no circumstances shall Landlord be obligated
to advise Tenant of Tenant’s failure to procure or maintain any insurance required hereunder.


 


D. Tenant
has the right to satisfy Tenant’s obligation to carry Tenant’s Liability Policy with an umbrella insurance policy. 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 Article 42, 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 Article
42 requires Tenant to carry.


 


F. Subject
to the terms of this 42.F., Landlord shall obtain and keep in full force and effect 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. 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, nor shall Landlord have any liability to Tenant for, any loss suffered by Tenant due to the
interruption of Tenant’s business.


 


G. Tenant
shall obtain an appropriate clause in, or endorsement on, Tenant’s Property Policy and Landlord shall obtain an appropriate clause in,
or endorsement on Landlord’s Property Policy pursuant to which the insurance companies waive subrogation or consent to a waiver of right
of recovery. Landlord and Tenant also agree that, 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 Parties or the Tenant Parties
(as the case may be) for any loss or damage 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.


 






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		43.	CHANGE OF LOCATION



 


A. Subject
to the terms of this Article 43, Landlord shall have the absolute and unqualified right (the “Relocation Right”), at
any time and from time to time during the Term, to relocate Tenant from the Premises (the Premises from which Tenant is being relocated,
the “Old Premises”) to other space in the Building located on or above the eighteenth (18th) floor (for purposes
of this Article 43 only, hereinafter referred to as the “Substitute Space”) with a rentable area that is equal to or
greater than the rentable area of the Premises (irrespective of any change in definition pursuant to Article 49 hereof); provided, however,
(a) Landlord shall have the right to exercise the Relocation Right only two (2) times during the initial term of this Lease (i.e. during
the period commencing on the Commencement Date and ending on the Fixed Expiration Date); it being the intent hereof that if Landlord exercises
the aforesaid right two (2) times during the initial term as contemplated herein and thereafter, this Lease is subsequently amended to
extend the term thereof for one or more periods, Landlord shall thereafter have the right to exercise the Relocation Right at any time
during any such period(s) that the term of the Lease is so extended; it being understood, however, that the foregoing shall not be construed
as granting Tenant any right to extend or renew the Term, (b) to the extent the same does not already exist, Landlord, at Landlord’s expense,
shall construct in the Substitute Space, an interior installation that is as comparable as reasonably practicable to the existing interior
installation in the Old Premises (i.e., the Alterations and finishes that Landlord shall install in the Substitute Space shall be as comparable
as reasonably practicable to the Alterations and finishes which exist in the Old Premises as of the date that Landlord gives Tenant the
Relocation Notice) (such work, “Landlord’s Relocation Work”), and (c) Landlord shall reimburse Tenant for the reasonable
costs incurred by Tenant in (i) physically relocating from the Old Premises to the Substitute Space (the “Moving Costs”)
and (ii) removing Tenant’s telecommunications and computer systems from the Old Premises and re-installing such systems in the Substitute
Space (the “Telecommunications Relocation Costs”), to the extent that such costs described in (i) and (ii) hereof are
reasonably competitive with the prices charged by other movers and/or telecommunications vendors of comparable skill and experience operating
within the vicinity of the Building for comparable work and (iii) reasonable costs of replacing any business stationary or business cards
utilized by Tenant which lists the Old Premises as Tenant’s address but in no event shall such costs exceed Two Thousand and 00/100
Dollars ($2,000.00); it being understood and agreed that Landlord shall reimburse Tenant for such costs within thirty (30) days after
Tenant’s request therefor and Tenant’s submission to Landlord of an invoice therefor which invoice shall include reasonable supporting
documentation for the charges set forth therein or, at Tenant’s option, Landlord shall pay such charges directly to Tenant’s vendors provided
that Tenant so instructs Landlord in writing together with the submission of such invoice. Notwithstanding the foregoing, Landlord shall
have no obligation whatsoever to reimburse Tenant (or to pay such costs, as the case may be) if Tenant fails to comply with the provisions
of this Article 43 or if a Default has occurred and is then continuing. Landlord shall assist Tenant with facilitating and coordinating
the physical relocation. Tenant shall cooperate with Landlord in connection with designing Landlord’s Relocation Work (to the extent applicable)
so that the Alterations and finishes thereto shall be as comparable to the existing Alterations in the Old Premises as is reasonably practicable.
Tenant shall not be required to remove any Alterations from the Old Premises in connection with any relocation pursuant to this Article
43. Subject to the terms of Section 43.B. hereof, Landlord shall facilitate a relocation contemplated herein (subject to Tenant’s
cooperation in connection therewith) over the course of one (1) weekend designated by Landlord (i.e. during the period from Friday at
6:00 P.M. through 11:59 P.M. on Sunday) subject to the terms of this Article 43; it being understood that Tenant will not be responsible
for any charges in connection with overtime use of the freight elevator in connection therewith. From and after the Relocation Effective
Date (as hereinafter defined), except as otherwise expressly set forth herein, all of the terms, provisions, covenants and conditions
contained in this Lease (including, without limitation, the obligation to pay Fixed Annual Rent and all Additional Rent as heretofore
set forth) shall continue in full force and effect, except that the Premises shall be and be deemed to be such Substitute Space, with
the same force and effect as if the Substitute Space were originally specified in this Lease as the Premises hereunder; it being understood,
however, that in no event shall the Fixed Annual Rent, Tenant’s Tax Share, or Tenant’s Expense Share increase solely by virtue
of the rentable area of the Substituted Space exceeding the rentable area of the Old Premises.


 






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B. Landlord
shall exercise the Relocation Right by giving notice thereof (a “Relocation Notice”) to Tenant at least one hundred twenty
(120) days prior to the date Landlord reasonably anticipates the aforesaid relocation shall be effective (such date, the “Anticipated
Relocation Date”). The Relocation Notice shall specify and designate the Anticipated Relocation Date. Landlord will provide Tenant
with notice (the “Relocation Effective Notice”) of the date that Landlord’s Relocation Work is Substantially Complete
(to the extent applicable) and the Substitute Space is actually available for Tenant’s occupancy (which shall not be any earlier than
the Anticipated Relocation Date). Tenant will vacate the Old Premises and surrender vacant and exclusive possession thereof on or before
the date that is five (5) days after the date that Landlord gives Tenant the Relocation Effective Notice (the date by which Tenant is
required to so vacate the Old Premises, the “Relocation Effective Date”). On the Relocation Effective Date, the Lease,
with respect to the Old Premises only, shall terminate as if the Relocation Effective Date were the Expiration Date with respect to the
Old Premises; it being expressly understood that if Tenant shall fail to vacate the Old Premises on or prior to the Relocation Effective
Date, (i) Tenant shall be deemed a holdover tenant and the provisions of Article 12 shall be applicable with respect thereto and the same
shall automatically constitute a Default hereunder without any notice to Tenant and (ii) in addition to and not in limitation of any of
Landlord’s rights hereunder, at law or in equity, Landlord shall have the right to relocate Tenant’s Property from the Premises to the
Substitute Space; it being expressly understood that in any such event, Tenant is hereby deemed to have consented thereto and Tenant hereby
releases and relieves Landlord from any and all liability arising from or in connection with such relocation (including, without limitation,
any claims of constructive eviction and any and all claims pertaining to property damage).


 


C. In
connection with Landlord’s exercise of the Relocation Right, Landlord and Tenant shall, promptly at the request of either party, execute
and deliver an agreement in recordable form specifying such substitution of space and the effective date thereof; it being understood
and agreed that the failure to do so shall not have any impact on Landlord’s right to relocate Tenant as set forth herein, or the determination
of the Relocation Effective Date.


 


D. Subject
to the terms hereof, in the event that Landlord exercises the Relocation Right and delivers a Relocation Notice to Tenant with an Anticipated
Relocation Date which occurs during the last twelve (12) months of the initial term of this Lease, Tenant shall have the right to terminate
this Lease (“Tenant’s Termination Right”), effective as of the Anticipated Relocation Date, by providing Landlord with
notice thereof within ten (10) Business Days of Tenant’s receipt of the Relocation Notice from Landlord (time being of the essence); it
being understood and agreed that if the Anticipated Relocation Date in the Relocation Notice occurs on a date which is prior to the date
which is twelve (12) months before the Fixed Expiration Date, Tenant shall not have any right to terminate this Lease. If Tenant exercises
Tenant’s Termination Right as provided in this Section 43.D., then Tenant, on the Anticipated Relocation 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 and the Anticipated Relocation Date shall be deemed the Expiration Date for purposes of this Lease.
For the avoidance of any doubt, in the event that Tenant fails to vacate the Premises on or prior to the Anticipated Relocation Date,
the provisions of Article 12 shall be applicable with respect thereto. Notwithstanding anything to the contrary contained herein, Tenant’s
Termination Right shall apply only during the initial term of this Lease (i.e. during the period commencing on the Commencement Date and
ending on the Fixed Expiration Date); it being understood and agreed that if this Lease is subsequently renewed or extended, the provisions
of this Section 43.D. shall not apply from and after the date that is eight (8) years after the Rent Commencement Date occurs. Tenant
acknowledges and agrees that nothing contained herein shall be deemed to grant Tenant any option to renew or extend the Lease. The provisions
of this Section 43.D. are personal to Orchestra BioMed, Inc. and shall apply only during the period that Orchestra BioMed, Inc. is the
Tenant hereunder and during the period that Orchestra BioMed, Inc. occupies the entire Premises for the conduct of business therein.


 






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		44.	LATE CHARGES



 


If Tenant fails to pay any
item of Rental on or prior to the fifth (5th) 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 liquidated damages, an amount equal to interest at the Applicable Rate on
the amount unpaid, computed from the date such payment was due through and including the date of payment. Tenant acknowledges that the
payment of Rental after the date when first due shall result in loss and injury to Landlord the exact amount of which is not susceptible
of reasonable calculation and that the aforesaid amount(s) of late charge represents a reasonable estimate of such losses and injury under
the circumstances, especially after taking into account the grace period hereby afforded Tenant before such late charge is to be imposed.
The amounts payable pursuant to this Article 44 shall be in addition to, and without prejudice to, any of Landlord’s rights and remedies
hereunder at law and equity for non-payment or late payment of Rental (including, without limitation, the right to institute a proceeding
under Article 7 of the Real Property Actions and Proceedings Law). Nothing contained in this Article 44 limits Landlord’s rights and remedies,
by operation of law or otherwise, after the occurrence of a Default. No failure by Landlord to insist upon the strict performance by Tenant
of Tenant’s obligation to pay liquidated damages as provided in this Article shall constitute a waiver by Landlord of its right to enforce
the provisions of this Article in any instance thereafter occurring. If Landlord receives only a portion of the amount due for any month,
Landlord may, at its option, elect to apply such payment first to Rental and then to late charges notwithstanding any contrary direction
from Tenant. The provisions of this Article 44 shall not be construed in any way to extend the grace periods or notice periods provided
for elsewhere in this Lease.


 


		45.	LEED COMPLIANCE AND RECYCLING



 


A. Tenant
shall cooperate with any and all efforts by Landlord, at no material out-of-pocket cost to Tenant (but subject to Sections 2.C and 8.E.(iii)
hereof), to obtain and maintain LEED, Green Globes, Energy Star (or similar) certifications for the Building. Tenant covenants and agrees
not to take any action or do anything (or allow any action to be taken by any Person claiming by, through or under Tenant) that may reduce
any environmental rating for the Building which may now or hereafter be made, such as any rating made pursuant to LEED, Green Globes,
Energy Star (or similar programs).


 


B. Tenant
shall comply with and participate in Landlord’s recycling program for the Building, if any, as from time to time implemented with
respect to all recyclable waste generated or stored in the Premises and if Landlord shall not have implemented such a program, Tenant
shall promptly implement one for such recyclable waste, subject to and in accordance with Article 15 hereof.


 


		46.	LEASE FULLY NEGOTIATED



 


In construing this Lease,
it shall be deemed to be a document fully negotiated and drafted jointly by counsel to Landlord and counsel to Tenant and the authorship
of any term or provision hereof shall not be deemed germane to its meaning. The existence or non-existence in any prior draft hereof of
any term or provision whether included herein or not shall not be relevant to the establishment of the intent of the parties hereto or
the meaning of any term or provision hereof and may not be used as evidence to establish any such intent or meaning.


 






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		47.	ANTI-TERRORISM REQUIREMENTS



 


Tenant represents and warrants
that (a) neither Tenant nor any person, group or entity who owns any direct or indirect beneficial interest in Tenant or any of them,
is listed on the list maintained by the United States Department of the Treasury, Office of Foreign Assets Control (commonly known as
the OFAC List) or otherwise qualifies as a terrorist, Specially Designated National and Blocked Person or a person with whom business
by a United States citizen or resident is prohibited (each referred to herein as a “Prohibited Person”); (b) neither
Tenant nor any person, group or entity who owns any direct or indirect beneficial interest in Tenant or any of them is in violation of
any anti-money laundering or anti-terrorism statute, including, without limitation, the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56 (commonly known as the USA PATRIOT
Act), and the related regulations issued thereunder, including temporary regulations, and Executive Orders (including, without limitation,
Executive Order 13224) issued in connection therewith, all as amended from time to time; and (c) neither Tenant nor any person, group
or entity who owns any direct or indirect interest in Tenant is acting on behalf of a Prohibited Person. Tenant shall indemnify and hold
Landlord harmless from and against all claims, damages, losses, risks, liabilities and costs (including fines, penalties and legal costs)
arising from any misrepresentation in this Article 47 or Landlord’s reliance thereon. Tenant’s obligations under this Article
47 shall survive the Expiration Date.


 


		48.	CONDOMINIUM PROVISIONS



 


A. Landlord
reserves (and Tenant acknowledges that Landlord has) the right to convert (or join or acquiesce in the conversion of) the Building or
Real Property to condominium form of ownership (hereinafter referred to as a “Conversion”) of which the Premises may,
in the sponsor’s and Landlord’s sole discretion, constitute all or a portion of a condominium unit (hereinafter referred to
as the “Unit”). If the Building is converted to condominium form of ownership, then this Lease shall not be affected
thereby and shall continue in full force and effect, except as follows:


 


(i) Except
as otherwise specifically set forth herein, references to the Building or Real Property shall be deemed to be references to the Unit;


 


(ii) Rents
based upon increases in Expenses and/or Real Estate Taxes shall be payable upon the following terms:


 


(a) Tenant’s
Tax Share and/or Tenant’s Expense Share, as the case may be, shall be recomputed as a decimal fraction carried to four places beyond the
decimal point by dividing the rentable square feet of the Premises by the rentable square feet of the Unit (as each such area is determined
by Landlord in its reasonable judgment);


 


(b) Expenses
shall include all expenses and all charges, assessments and special assessments payable by the owner of or attributable to the Unit pursuant
to the condominium’s declaration of condominium, its bylaws or resolution of the board of managers or condominium association having
jurisdiction of the Unit, including without limitation, common charges;


 


(c) Base
Expenses and Base Year Taxes shall be recomputed by Landlord using its reasonable judgment to allocate to the Unit the actual Expenses
and Real Estate Taxes as would have been allocated to the Unit for the Base Expense Year and Base Tax Year had the condominium then been
in existence and such amounts as Landlord shall have determined shall be deemed the Base Expenses and the Base Year Taxes, respectively;
and


 


(d) If
any such conversion shall be effective on a date that is not the first day of a relevant comparative year, Additional Rent for increases
in Expenses and Real Estate Taxes, as the case may be, shall be calculated for the periods before and following the effective date of
such conversion according to the appropriate methodology for such period and accordingly prorated for each such period.


 






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B. Regardless
of whether or not Tenant may have a sufficient interest in the Real Property pursuant to Requirements to require its consent to the declaration
of condominium, its bylaws, floor plans or any other document required to effect a Conversion (hereinafter collectively referred to as
“Condominium Documents”) and all applications and filings involved in the Conversion, Tenant does hereby specifically
waive such rights, and if such rights cannot be waived, does hereby consent to such matters in advance and to the Conversion itself to
create a condominium form of ownership for the Building (herein referred to as a “Condominium”).


 


C. In
the event of a Conversion in which the Premises are converted into one or more separately saleable units, Tenant does hereby agree in
advance to attorn to any purchaser of any unit(s) which shall consist of the Premises and recognizes such purchaser as landlord under
the terms and provisions of this Lease and no further consent of Tenant shall be required as long as the purchaser of any such unit(s)
agrees in writing to honor the rights and obligations of Tenant hereunder.


 


D. This
Lease shall be subordinate to all Condominium Documents. Landlord shall not permit any such Condominium Documents to impair Tenant’s
rights under this Lease, or to expand Tenant’s obligations under this Lease, except, in either case, to a de minimis extent. Upon
such Conversion, if the Condominium Documents provide for the performance by the Condominium of any obligations that would have been Landlord’s
obligations under this Lease, Landlord will cause the board of managers of the Condominium or the owner of the Unit of which the Premises
are a part to perform such obligations, but in no event shall any rights or remedies of Tenant hereunder be diminished, conditioned or
negated or its obligations increased by such operation of the Condominium Documents. It is expressly understood and agreed that the Premises
are intended to be a part of the Condominium, and to be subject to the Condominium Documents. Tenant agrees that the aforesaid subordination
shall be self-operative without the need for any further action but Tenant shall execute and deliver such documents as Landlord may require
to confirm or further effect such subordination. If the Condominium shall be formed, Tenant shall not perform any act, or fail to perform
any act, if such performance or failure to perform would be a violation of, or cause Landlord to be in default under, any of the Condominium
Documents. During the Term, Tenant agrees to be bound by all of the terms contained in the Condominium Documents that pertain to an occupant
of the Condominium Unit of which the Premises form a part or of the common elements of such Condominium, except if and to the extent that
compliance with such terms and obligations shall be Landlord’s obligation pursuant to one or more express provisions of this Lease
and in no event shall Tenant be responsible for common charges or maintenance payments under the Condominium Documents, except as hereinabove
provided. Tenant agrees to observe all of the rules and regulations of the Condominium. Tenant expressly agrees that the board of managers
of the Condominium and/or the Unit of which the Premises form a part (each, a “Board”), as applicable, shall have the
power to enforce against Tenant (and each and every immediate and remote assignee or subtenant of Tenant) the terms of the Condominium
Documents, if the actions of Tenant (or such assignee or subtenant) shall be in breach of the Condominium Documents, to the extent that
the same would entitle the applicable Board to enforce the terms of the Condominium Documents against Landlord.


 


E. Notwithstanding
anything to the contrary contained elsewhere in this Lease, any provision of this Lease that requires Landlord to “cause the Board”
to provide services or perform any other act shall be deemed to require Landlord to use commercially reasonable efforts to cause the Board
to do the same but Landlord shall not be liable to Tenant for any failure in performance resulting from the failure in performance by
the Board, Landlord’s obligations hereunder are accordingly conditional where such obligations require such parallel performance
by the Board, provided that Landlord shall, at Tenant’s cost and expense, expeditiously and diligently use commercially reasonable
efforts to enforce such rights as Landlord may have against the Board under the Condominium Documents for the benefit of Tenant upon Tenant’s
written request therefor (and to forward to the Board any notices or requests for consent as Tenant may reasonably request), but nothing
herein shall require Landlord to institute any legal action or proceeding or arbitration to enforce the Board’s obligations. Landlord
agrees that the Condominium declaration recorded for the Building shall obligate the Board to perform Landlord’s maintenance, repair
and replacement obligations hereunder that relate to “common elements” or shall give the Landlord access and the privilege to
perform the same.


 






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		49.	NO OTHER SERVICES



 


Landlord shall provide no
services not specifically set forth in this Lease.


 


		50.	ADDITIONAL DEFINITIONS/MISCELLANEOUS



 


“Business Days”
shall mean all days, except Saturdays, Sundays, and all days celebrated as holidays under union contracts applicable to the Building.
“Business Hours” shall mean 8:00 A.M. to 6:00 P.M. on Business Days. The words “herein,” “hereof,” “hereto,”
“hereunder” and similar words shall be interpreted as being references to this Lease as a whole and not merely the clause, paragraph,
Section or Article in which such word appears. The words “shall” and “will” are interchangeable, each imposing a mandatory
obligation upon the party to whom such verb applies. The words “include” and “including” shall be interpreted to mean
“including, without limitation.” Wherever appropriate in this Lease, personal pronouns shall be deemed to include the other
genders and the singular or plural of any defined term or other word shall, as the context may require, be deemed to include, as the case
may be, either the singular or the plural. References herein to “Building systems” or “systems of the Building” shall
mean the service systems of the Building, including, without limitation, the mechanical, gas, steam, electrical, sanitary, HVAC, elevator,
plumbing, telecommunications (including cellular data) systems and life-safety systems of the Building. All Article and paragraph and
subsection references set forth herein shall, unless the context otherwise specifically requires, be deemed references to the Articles,
paragraphs and subsections of this Lease. Whenever Tenant shall submit to Landlord any plan, agreement or other document for Landlord’s
consent or approval, Tenant agrees to pay Landlord as Additional Rent, on demand, an administrative fee equal to the sum of the reasonable
fees of any architect, consultants engineer or attorney employed by Landlord to review said plan, agreement or document and Landlord’s
administrative costs for same. Tenant shall also reimburse Landlord for any such fees or administrative costs incurred by Landlord in
connection with any marketing of the Premises for assignment or subletting (or re-letting or early surrender) conducted at Tenant’s
request, which request may be made by electronic mail; it being expressly understood that neither the foregoing nor any efforts by Landlord
to so market the Premises shall be construed or relied upon by Tenant as imposing any obligation on Landlord to so market or relet the
Premises or to accept any early surrender of this Lease or the Premises from Tenant or to operate as a waiver of any of Landlord’s rights
and remedies pursuant to this Lease, at law or in equity. No advertising of any kind or other public statement by or on behalf of Tenant
shall refer to the Building or this Lease, unless first approved in writing by Landlord. References to Landlord as having no liability
to Tenant or being without liability to Tenant shall mean that, except as otherwise provided in this Lease, Tenant is not entitled to
terminate this Lease, or to claim actual or constructive eviction, partial or total, or to receive any abatement or diminution of rent,
or to be relieved in any manner of any of its other obligations hereunder, or to be compensated for loss or injury suffered or to enforce
any other kind of liability whatsoever against Landlord under or with respect to this Lease or with respect to tenant’s use or occupancy
of the Premises. The term “termination of this Lease” or any variant thereof shall mean the “termination of the Term.”


 


		51.	MEMORANDUM OF LEASE



 


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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		52.	APPLICABLE LAW



 


This Lease shall be deemed
to have been made in New York County, New York, and shall be construed in accordance with the laws of New York. ALL ACTIONS OR PROCEEDINGS
RELATING, DIRECTLY OR INDIRECTLY, TO THIS LEASE SHALL BE LITIGATED ONLY IN COURTS LOCATED WITHIN THE COUNTY OF NEW YORK. LANDLORD AND
TENANT, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY SUBJECT THEMSELVES TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED
WITHIN SUCH COUNTY. TENANT HEREBY WAIVES THE RIGHT TO RAISE ANY DEFENSE BASED UPON INCONVENIENT FORUM OR MAKE ANY PLEA OR MOTION SEEKING
TO REMOVE ANY CASE TO ANOTHER VENUE.


 


		53.	COUNTERPARTS



 


This Lease may be executed
in one (1) or more counterparts, each of which counterpart shall be an original and all such executed counterparts shall constitute one
agreement, binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart.
Delivery of an executed counterpart of this Lease by facsimile or electronic transmission in a Portable Document Format (“PDF”)
or other digital format shall be equally effective as manual delivery of an executed counterpart of this Lease, and each such counterpart,
whether delivered manually, by facsimile or PDF or such other digital format shall be deemed an original. Any party delivering an executed
counterpart of this Lease by facsimile or PDF or other digital format shall also manually deliver an executed counterpart of this Lease;
however the failure to do so shall have no effect on the validity, enforceability or binding nature and effect of this Lease.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK.] 


 




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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease
as of the day and year first above written.


 


	 	LANDLORD: 
	 	 
	 	ESRT ONE GRAND CENTRAL PLACE, L.L.C. 
	 	 
	 	By: 	ESRT One Grand Central Place Parent, L.L.C., its sole member 
	 	 	 
	 	 	By: 	ESRT One Grand Central Place G-Parent, L.L.C., its sole member 
	 	 
	 	 	 	By: 	Empire State Realty OP, L.P., its sole member 
	 	 
	 	 	 	 	By:	 Empire State Realty Trust, Inc., its general partner 
	 	 
	 	 	 	 	 	By: 	/s/ Thomas P. Durels 
	 	 	 	 	 	 	Thomas P. Durels 
	 	 	 	 	 	 	Executive Vice President, Real Estate 


 


	 	TENANT: 
	 	 
	 	ORCHESTRA BIOMED, INC. 
	 	 	 
	 	By:	/s/ David Hochman 
	 	Name: 	David Hochman 
	 	Title:	Chairman & CEO


 




     


     


    

 


UNIFORM FORM CERTIFICATE OF ACKNOWLEDGMENT


(Within New York State)


 


	STATE OF New York	 ) 
	 	: ss.:
	COUNTY OF New York	 ) 


 


On the 28th day of October, in the year 2019, before me, the undersigned
personally appeared David Hochman, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s)
whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s)
acted, executed the instrument.


 


	 	/s/ Kevin Richardson 
	 	Notary Public 


 


UNIFORM FORM CERTIFICATE OF ACKNOWLEDGMENT


(Outside of New York State)


 


	STATE OF ______________________	) 
	 	: ss.:
	COUNTY OF ____________________	) 


 


On the _____ day of
_________________, in the year 2019, before me, the undersigned, personally appeared _____________________________, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the
instrument, and that such individual made such appearance before the undersigned in ___________________________. (Insert the city or
other political subdivision and the state or country or other place the acknowledgment was taken.)


 


	 	 
	 	(Signature and office of individual

taking acknowledgment)


 




     


     


    

 


EXHIBIT A


 


to Lease


 


between


 


ESRT ONE GRAND CENTRAL PLACE, L.L.C., Landlord


 


and


 


ORCHESTRA BIOMED, INC., Tenant


 


Floor Plan of Premises


 


Note that this plan is annexed to and made a part of this Lease solely
to indicate the approximate shape and location of the Premises. All measures, dimensions and distances are not to scale. The depiction
herein does not constitute a warranty or representation of any kind, and nothing herein should be construed as a representation as to
any specific tenancy, construction, access, or the quality or quantity of Landlord’s title to the Building.


 


 


 






     


     


    

 


EXHIBIT B


 


to Lease


 


between


 


ESRT ONE GRAND CENTRAL PLACE, L.L.C., Landlord


 


and


 


ORCHESTRA BIOMED, INC., Tenant


 


Standard Expense Exclusions


 


The term “Standard
Expense Exclusions” shall mean:


 


		(1)	Real Estate Taxes and Excluded Amounts;



 


		(2)	expenses related to leasing space (including, without limitation, leasing and/or brokerage commissions,
the cost of tenant improvements (or allowances that Landlord provides to a tenant therefor), legal fees, lease buy-out costs, rent concessions,
takeover expenses, costs of relocating or moving tenants and advertising expenses);



 


		(3)	wages, salaries, bonuses or other compensation and the cost of any benefits, in any case, for executives’
above the grade of Building or general manager;



 


		(4)	debt service (including both principal and interest) under any mortgage loan or rent under any underlying
or ground lease of the Building;



 


		(5)	subject to the terms of Section 2.C.(iii) of this Lease, the cost of any repairs, replacements or improvements
to the Building that are required to be capitalized under GAAP;



 


		(6)	amounts received by Landlord through proceeds of insurance to the extent the proceeds are compensation
for expenses which were previously included in Expenses hereunder;



 


		(7)	costs that Landlord incurs in restoring the Building after the occurrence of a fire or other casualty
(except that Landlord shall be permitted to include the amount of Landlord’s insurance deductible paid in connection therewith to the
extent the same is commercially reasonable) or after a partial condemnation thereof;



 


		(8)	advertising and promotional expenditures that are paid or incurred for the Building;



 


		(9)	legal, auditing and other third-party fees incurred in connection with actual or anticipated litigation
with any Building tenant or group of tenants to enforce any provision of their respective lease;



 


		(10)	the incremental cost of furnishing services such as overtime HVAC to any tenant at such tenant’s expense;
costs incurred in performing work or furnishing services for individual tenants (including this Tenant) at such tenant’s expense; and
costs of performing work or furnishing services for tenants other than this Tenant at Landlord’s expense to the extent that such work
or service is in excess, on a per rentable square foot basis, of any work or service Landlord is obligated to furnish to this Tenant at
Landlord’s expense;



 






     


     


    

 


		(11)	interest, penalties and late charges that in either case are paid or incurred as a result of late payments
made by Landlord or by reason of Landlord’s failure to comply with Requirements;



 


		(12)	costs incurred by Landlord to remedy presently existing conditions at the Building in respect of which
a Governmental Authority has issued a notice of violation on or prior to the date hereof or costs incurred to remedy any other violations
of applicable Requirements of which Landlord otherwise has actual knowledge of, as of the date hereof;



 


		(13)	costs incurred by Landlord which result from (x) Landlord’s breach of a lease or other occupancy
agreement for space in the Building (including, without limitation, this Lease), or (y) Landlord’s negligence or willful misconduct,
or (z) Landlord’s breach of any mortgage loan or ground lease;



 


		(14)	costs associated with the operation of the legal entity which constitutes the Landlord, as such costs
are separate and apart from costs associated with the operation of the Building, including, without limitation, legal entity formation,
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;



 


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



 


		(16)	subject to Section 2.C.(iii) of this Lease, depreciation
or amortization expense;



 


		(17)	Landlord’s entertainment expenses and related travel
expenses;



 


		(18)	any expense for which Landlord is otherwise compensated whether by virtue of 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 (it being understood that the foregoing shall not preclude Landlord from including the Building Electricity Payment in Expenses),
other than by virtue of Tenant and/or other tenants in the Building making payments to Landlord for additional rent or escalation rent
to Landlord based upon increases in operating expenses pursuant to provisions comparable in nature to those contained in Section 2.C.
of this Lease;



 


		(19)	costs incurred in connection with expanding the rentable area of the Building;



 


		(20)	subject to the proviso at the end of this clause (20), costs incurred to investigate, test, characterize,
remove, encapsulate or otherwise remediate or abate hazardous, toxic, controlled, dangerous or radioactive substances, materials or wastes
regulated under Requirements (collectively, “Hazardous Materials”) and that are located in the Building, as of the date
hereof, to the extent that a Requirement requires such removal, encapsulation, remediation or abatement as of the date hereof (provided,
however, that nothing in this clause (20) limits Landlord’s right to include in Expenses the costs that Landlord incurs to routinely
test and routinely monitor such Hazardous Materials);



 


		(21)	a pro-rata portion of wages and benefits of any employee who is employed at more than one building which
pro-rata share shall be based on Landlord’s reasonable estimate of the percentage of time spent by such employees at such other
buildings;



 


		(22)	costs incurred in acquiring, installing and operating any sign or other similar device designed principally
for advertising or promotion, to the extent Landlord leases or licenses such sign or device to a third party; it being expressly understood
that nothing contained in this exception (22) or elsewhere in Article 2 of this Lease shall be deemed to exclude the costs of maintaining,
repairing and/or operating any electronic screens in elevator cabs of the Building and/or any modifications or replacements thereof;



 






     


     


    

 


		(23)	initial build-out costs for any daycare center, conference center, health club, eating establishment,
or library installed in the Building; it being expressly understood that the foregoing shall not prevent Landlord from including in Expenses
any maintenance and/or operating costs for any daycare center, conference center, health club, eating establishment, library and/or any
other amenities from time to time constructed, created or designated for the general benefit of tenants in the Building;



 


		(24)	the cost of any judgment, settlement or arbitration award resulting from any liability of Landlord and
all expenses incurred in connection therewith except to the extent that such costs and expenses incurred to comply with a court order,
judgment, settlement, or arbitration award would have been otherwise includable as an Expense if not incurred to comply with such court
order, judgment, settlement or arbitration award;



 


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



 


		(26)	the cost of acquiring, leasing or replacing objects of fine art in the Building; provided, however, that
the foregoing shall not preclude Landlord from including in Expenses, (x) the cost of maintaining or repairing such objects of fine art
that Landlord installs in the common areas of the Building, or (y) those costs of acquiring, leasing, maintaining, or replacing decorative
works to the extent not in excess of amounts typically spent for such items in comparable buildings in New York City;



 


		(27)	fees, dues, or contributions that Landlord pays voluntarily to charities, political parties or political
action committees, other than association fees or dues payable to the Real Estate Board of New York, Inc. and other professional associations
organized to promote the interests of commercial landlords;



 


		(28)	the cost of obtaining and maintaining title insurances (including, without limitation, any mortgagee policies);
and



 


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



 




     


     


    

 


EXHIBIT C


 


to Lease


 


between


 


ESRT ONE GRAND CENTRAL PLACE, L.L.C., Landlord


 


and


 


ORCHESTRA BIOMED, INC., Tenant


 


ESRT High Performance Design and Construction Guidelines


 


Energy Efficiency:


 


Lighting:


 


Reduce lighting power density from ASHRAE/IESNA 90.1-2016 standards
by at least 10% and up to or exceeding 35%. 


 


For office spaces, the ASHRAE/IESNA 90.1 2013 and NYCECC standard is
0.9 W/SF. This may be achieved through efficient lighting design, use of low wattage fixtures and reflective surfaces as well as LED task
lights and day-lighting optimization strategies.


 


Implement dimming and tuning throughout.


 


Implement lighting controls, including daylight dimming controls for
at least 50% of lighting load and occupancy sensors for at least 75% of connected lighting load.


 


Per NYCECC, daylight-responsive controls complying
with Section C405.2.3.1 shall be provided to control the electric lights within 15 feet of windows and under skylights (ASHRAE 90.1-2013
requirements are similar).


 


Per NYCECC (and ASHRAE 90.1-2013), occupant sensor
controls shall be installed to control lights in the following space types:


 


		1.	Classrooms/lecture/training rooms



		2.	Conference/meeting/multipurpose rooms



		3.	Copy/print rooms



		4.	Lounges



		5.	Employee lunch and break rooms



		6.	Private offices



		7.	Restrooms



		8.	Storage rooms



		9.	Janitorial closets



		10.	Locker rooms



		11.	Other spaces 300 square feet or less that are enclosed by floor-to-ceiling height partitions



		12.	Warehouses



		13.	Open Plan Offices



 






     


     


    

 


All lights in the space are to be tied into occupancy
sensor based controls to ensure all lights are turned off following 15 minutes of all occupants leaving the space.


 


Per NYCECC (and ASHRAE 90.1-2013), occupant sensor
controls shall automatically turn off lights within 20 minutes of all occupants leaving the space, be manual on or controlled to automatically
turn the lighting on to no more than 50% power, and shall incorporate a manual control to allow occupants to turn lights off.


 


Per NYCECC (and ASHRAE 90.1-2013), each area of
the building that is not provided with occupant sensor controls shall be provided with time switch controls.


 


Per NYCECC, internally illuminated exit signs
shall not be more than 5 watts per side.


 


Tie in lighting controls to base building BMS
for energy data reporting and monitoring.


 


HVAC:


 


All HVAC systems to meet or exceed ASHRAE 90.1-2016
or NYSERDA Stretch Code, whichever is more stringent.


 


Air or waterside economizer to be included in
all applicable work.


 


Motorized outside air dampers must be designed,
installed, tied into BMS and commissioned.


 


Where possible, install heating, ventilation and
air conditioning systems that comply with the efficiency requirements outlined in the New Building Institute’s Advanced BuildingsTM
Core PerformanceTM Guide Sections 1.4: Mechanical System Design, 2.9: Mechanical Equipment Efficiency and 3.10: Variable Speed Control.


 


For the tenant fit-out spaces, provide as applicable:


 


		-	a separate control zone for each solar exposure and interior space



		-	controls capable of sensing space conditions and modulating the HVAC system in response to space demand
for all private offices and other enclosed spaces (e.g., conference rooms, classrooms)



 


The system should be capable of modulating AHU
and zone minimum supply volume below 0.30 cfm/ft2 (1.52 L/m2) of supply volume for standard VAV terminals, or below 22.5% of the peak
design flow rate for fan powered VAV boxes).


 


Where possible, tie in radiators or perimeter
heating/cooling system to VAV box controls and BMS.


 


Per NYCECC, HVAC equipment shall meet the minimum
efficiency requirements of Tables C403.2.3 when tested and rated in accordance with the applicable test procedure.


 


Per NYCECC, the supply of heating and cooling
energy to each zone shall be controlled by individual thermostatic controls capable of responding to temperature within the zone. Where
humidification or dehumidification or both is provided, at least one humidity control device shall be provided for each humidity control
system. Where a zone has a separate heating and a separate cooling thermostatic control located within the zone, a limit switch, mechanical
stop, or direct digital control system with software programming shall be provided with the capability to prevent the heating set point
from exceeding the cooling set point and to maintain a deadband in accordance with Section C403.2.4.1.2.


 


Per NYCECC, multiple-zone VAV systems with direct
digital control of individual zone boxes reporting to a central control panel shall have automatic controls configured to reduce outdoor
air intake flow below design rates in response to changes in system ventilation efficiency (Ev) as defined by the New York City Mechanical
Code.


 






     


     


    

 


Implement Demand Controlled Ventilation through
the use of CO2 sensors in densely occupied areas and throughout the space (CO2 monitors must be between 3 and 6 feet above the floor)
and in the return air stream to the Air Handling Unit serving the space and tie in to controls.


 


Per NYCECC, demand control ventilation (DCV) shall
be provided for spaces larger than 500 square feet and with an average occupant load of 25 people per 1,000 square feet of floor area
(as established in Table 403.3 of the New York City Mechanical Code) and shall be served by systems with one or more of the following:
1. An air-side economizer, 2. Automatic modulating control of the outdoor air damper, 3. A design outdoor airflow greater than 3,000 cfm.


 


Right size equipment based on efficient lighting
and plug loads (As stated in the plug load section below target lighting and plug load of 2.0-2.5 Watts per square foot or less of connected
load).


 


Per NYCECC (and ASHRAE 90.1-2013), design loads
associated with heating, ventilating and air conditioning of the building shall be determined in accordance with ANSI/ASHRAE/ACCA Standard
183.


If heating and cooling are provided by a single
piece of equipment and are controlled by separate thermostats or sensors means will be provided to prevent the heating set point from
exceeding the cooling set point minus any applicable proportional band. Means can include limit switches, mechanical stops, or software
programming for DDC systems.


 


Per NYCECC, static pressure sensors used to control
VAV fans shall be located such that the controller set points is not greater than 1.2 inches w.c. (200 Pa). Where this results in one
or more sensors being located downstream of major duct splits, not less than one sensor shall be located on each major branch to ensure
that static pressure can be maintained in each branch.


 


Specify CFC and HCFC-free refrigerants. Montreal
Protocol called for a complete phase-out of CFC-based refrigerants by 1995 and HCFCs by 2030. Do not use CFC-based refrigerants in new
HVAC&R systems.


 


Install local instantaneous hot water heaters. Hot water storage tanks
must be separately called out along with an explanation for their requirement versus instantaneous hot water heaters.


 


Per NYCECC, water-heating equipment and hot water
storage tanks shall meet the requirements of Table C404.2.


 


Additional Efficiency Package Options


 


Per NYCECC, Tenant Spaces shall comply with at
least one of the following:


 


		1.	More efficient HVAC performance in accordance with Section C406.2.



		2.	Reduced lighting power density system in accordance with Section C406.3.



		3.	Enhanced lighting controls in accordance with Section C406.4.



		4.	On-site supply of renewable energy in accordance with Section C406.4.



		5.	High-efficiency service water heating in accordance with Section C406.7.



 


Submeter and pay for utilities based on usage.
Submeter HVAC, plug loads, and lighting loads separately.


 


At a minimum, assign circuits for lighting, HVAC,
and plug loads (for example, circuits 1-4 lighting, 5-8 HVAC, and 9-12 plug load. This is no incremental cost and enables separate tracking
of categories of energy usage.


 


Plug Loads:


 


ESRT’s standard Load Letter formal shall
be utilized and completed for ESRT review.


 


Reduce plug loads by specifying equipment and
appliances including, without limitation: computers, monitors, printers, refrigerators, dishwashers, water coolers, food service equipment,
copiers, and A/V and IT equipment that meet or exceed EPA Energy Star requirements.


 






     


     


    

 


Implement plug load management strategies including
occupancy sensors, outlet-based controls, circuited controls, and/or software programs.


 


Target lighting and plug load of 2.0-2.5 Watts
per square foot or less of total connected load. 


 


Per ASHRAE 90.1-2013, receptacles greater than
or equal to 50% of all 125 volt 15- and 20-amp receptacles shall be automatically controlled in: private offices, conference rooms, rooms
used primarily for printing and/or copying functions, break rooms, classrooms, individual workstations. This also applies to 25% of modular
furniture circuits. Controlled receptacles must be visually marked to differentiate from uncontrolled receptacles and uniformly distributed
throughout the space.


 


Commissioning:


 


A third party commissioning agent shall perform
commissioning of energy systems within the tenant space or installed as part of the tenant’s lease agreement including, without
limitation, lighting, lighting controls, HVAC systems, BMS (including, but not limited to, VFD’s, CO2 sensor calibration and DCV
BMS and OA tie-in, motorized OA damper tied into DCV and BMS, static pressure or discharge air temperature reset, supply and return air
setback schedules, air and water side economizers), Testing and Balancing, functional testing of applicable equipment, and electrical
to ensure design optimizes performance and systems are constructed and function per efficient design.


 


Commissioning Report shall be submitted to ESRT
for review prior to occupancy of the space and shall include, but not be limited to, all systems listed above.


 


Per NYCECC, commissioning and functional performance
testing of the building mechanical systems, service water heating systems, and electrical power and lighting systems is required. HVAC
systems shall be balanced in accordance with ASHRAE 111, “Testing, Adjusting, and Balancing of Building HVAC Systems” or other
accepted engineering standards as approved by the department. Air and water flow rates shall be measured and adjusted to deliver final
flow rates within the tolerances provided in the product specifications. Test and balance activities shall include air system and hydronic
system balancing.


 


Water Efficiency


 


Specify WaterSense fixtures for any fixture type that is eligible


 


		-	Water closet rate target is 1.1 GPF



		-	Urinal flow rate target is 0.125 GPF



		-	Pantry sink flow rate target is 1.0 GPM and include specification for an aerator



		-	Lavatory faucet flow rate target is 0.35 GPM.



		-	Shower flow rate target is 1.5 GPM.



 


Major water users are required to have submeters on water lines serving
commercial cooking facilities, commercial laundry facilities, commercial gyms or spas, swimming pools, evaporative cooling towers and
boilers serving buildings greater than six stories. All rooftop water tanks must be provided with a high water level alarm.


 


Materials and Resources


 


Per NYC Department of Sanitation, recyclable materials
must include mixed paper, corrugated cardboard, glass, plastics, and metals. Take appropriate measures for the safe collection, storage,
and disposal of two of the following: batteries, mercury-containing lamps, and electronic waste. All eligible materials must be properly
disposed of in receptacles labeled per NYC Department of Sanitation regulations.


 


Any entity (other than residents) in a building which is generating
waste must notify their employees, customers, clients, etc., about what and how to separate materials for recycling by:


 


		-	posting one or more signs in common areas routinely visited; and/or






		-	placing containers labeled with what to recycle.



 






     


     


    

 


Divert construction waste from landfills through
aggressive recycling and donation programs. Develop and implement a construction demolition waste management plan. Include target recycling
and diversion percentages (75%) in waste hauler contracts.


 


Post construction, provide dedicated clearly labeled
areas for the collection and storage of recyclable materials.


 


Specify recycled content materials whenever possible,
which may include, without limitation, gypsum board, acoustical tiles, carpet and carpet backing.


 


Specify regionally produced and extracted materials
(within a 100 mile radius) whenever possible.


 


Specify rapidly renewable resources whenever possible,
including, without limitation, bamboo, wool, linoleum and cork. Products must meet the Sustainable Agriculture Standard.


 


Specify and use wood products certified by the
Forest Stewardship Council (FSC).


 


Indoor Environmental Quality


 


Monitor delivery of outside air to ensure indoor
air quality and outdoor airflow compliance with ASHRAE 62.1-2016 and ASHRAE 55 requirements.


 


Smoking and vaping shall not be permitted indoors.


 


Implement Construction Indoor Air Quality Management
Plans during performance of work and prior to occupancy to minimize the presence and spread of air pollutants.


 


Consider conducting indoor air quality testing
after construction is complete and prior to occupancy to demonstrate that contaminant maximum concentrations are not exceeded.


 


Consider installing an air purification system
and IEQ monitoring. An example is an air purification system designed to increase bi-polar ionization levels in the interior areas, which
would provide cleaner air reducing particles, spores, odors and microorganism levels such as bacteria, mold and viruses. The monitoring
system could be designed to measure and track the following parameters: CO2, PM2.5, TVOC, illumination, noise, temperature, and relative
humidity. The monitoring system could ensure no or negligible ozone production.


 


Specify and install low-emitting (low or no Volatile
Organic Compounds) adhesives, sealants, paints, coatings, flooring systems, ceiling systems, composite wood and agrifiber products, systems
furniture and seating. Specify and install composite wood and agrifiber products and associated adhesives to contain no added urea-formaldehyde
(NAUF).


 


Do not specify materials listed on the International
Living Future Institute Red List.


 


Design and build to offer occupants control of
lighting (task lights at workstations). For at least 90% of individual occupant spaces, provide individual lighting controls that enable
occupants to adjust the lighting to suit their individual tasks and preferences, with at least three lighting levels or scenes. For all
shared multioccupant spaces have in place multizone control systems that enable occupants to adjust the lighting to meet group needs and
preferences, lighting for any presentation or projection wall must be separately controlled, and switches or manual controls must be located
in the same space as the controlled luminaires.


 






     


     


    

 


Design and build to offer occupants control of
temperature (for example. under-floor air diffusers). Provide individual thermal comfort controls for at least 50% of individual occupant
spaces. Provide group thermal comfort controls for all shared multioccupant spaces.


 


Design and build to optimize daylight and views
for occupants, which may be achieved through a design that includes interior rather than perimeter offices, or perimeter offices with
glass fronts if perimeter offices are a design requirement.


 


Achieve a direct line of sight to the outdoors
via vision glazing for 75% of all regularly occupied floor area.


 


Consider furniture partitions to be 42”
or lower in height in order to allow for access to daylight and views. Additional privacy may be achieved through clear partition glass
installed above the furniture panels.


 


General


 


Tenant shall comply with Energy Star for Tenant Spaces requirements
for design, construction and data sharing.  Tenant shall cooperate with Landlord to follow and implement the Tenant Energy Optimization
Process (TEOP) including development of an energy model during early schematic design and integration of recommended energy measures package
into final design and construction.


 


For the avoidance of any doubt, nothing contained in these ESRT High
Performance Design and Construction Guidelines shall be construed to modify the provisions of Article 1 of this Lease or impair any of
Landlord’s consent rights pursuant to Article 8 of this Lease.


 




     


     


    

 


EXHIBIT D


 


to Lease


 


between


 


ESRT ONE GRAND CENTRAL PLACE, L.L.C., Landlord


 


and


 


ORCHESTRA BIOMED, INC., Tenant


 


Cleaning Specifications


 


		1.	General



 


All flooring swept nightly.


All carpeted areas and rugs carpet-swept nightly and vacuum
cleaned weekly.


Wastepaper baskets emptied nightly (excluding kitchen and
kitchenette areas and all so-called “wet” garbage) and damp dusted when necessary.


All baseboards, chair rails and trim dusted nightly.


Slopsink rooms cleaned nightly.


 


		2.	Lavatories (other than Tenant’s private and executive
lavatories)



 


All flooring swept and washed nightly.


All basins, bowls, urinals and toilet seats (both sides)
washed nightly.


All partitions, tile walls, dispensers and receptacles dusted
nightly.


Paper towel and sanitary disposal receptacles emptied and
cleaned nightly.


 


		3.	High Dusting - Office Area



 


Do all high dusting approximately quarterly, including the
following:


Dust all pictures, frames, charts, graphs and panel wall
hangings not reached in nightly cleaning.


Dust all vertical surfaces such as walls, partitions, ventilating
louvers and other surfaces not reached in nightly cleaning.


Dust all lighting fixtures (exterior only).


Dust all overhead pipes, sprinklers, etc.


Dust all Venetian blinds (if any) and window frames approximately
once every two months.


 


		4.	Periodic Cleaning - Office Area



 


Wipe clean all interior metal as necessary.


Dust all door louvers and other ventilating louvers within
reach weekly.


 


		5.	Periodic Cleaning - Lavatories (other than Tenant’s
private and executive lavatories)



 


Machine-scrub flooring when necessary.


Wash all partitions, tile walls and enamel surfaces monthly
with proper disinfectant when necessary.


Dust exterior of lighting fixtures monthly.


 


		6.	Windows



 


Clean outside perimeter windows, when necessary, approximately
2 times a year, weather and scaffold conditions permitting.


 






     


     


    

 




RIDER ANNEXED TO AND MADE A PART OF LEASE BETWEEN



 


ESRT ONE GRAND CENTRAL PLACE, L.L.C., AS LANDLORD


 


AND ORCHESTRA BIOMED, INC., AS TENANT


 





 


RULES AND REGULATIONS

REFERRED

TO IN THIS LEASE


 


In case of any conflict or inconsistency
between any provisions of this Lease and any of the rules and regulations as originally or as hereafter adopted, the provisions of this
Lease shall control.


 


		1.	No animals, bicycles or vehicles shall be brought into or kept in the Premises (except for (x) service
animals, and (y) bicycles or other vehicles that Tenant has the right to bring into the Building in accordance with applicable Requirements,
with the understanding, however, that Tenant shall bring such bicycles and other vehicles into the Building only in a manner that conforms
with reasonable rules that Landlord establishes therefor in accordance with applicable Requirements).



 


		2.	Tenant shall not use the Premises in any manner that materially and unreasonably interferes with the use
of any other portion of the Building for ordinary business purposes. Congregating, loitering, and/or sitting in common corridors is prohibited.



 


		3.	Tenant shall not permit any cooking (including barbequing) or objectionable odors in the Premises.



 


		4.	Tenant shall not at any time bring or store in the Premises any flammable, combustible or explosive substance,
except for any such substances that are incidental to the use or maintenance of the Premises for ordinary office purposes or the performance
of Alterations that are performed in accordance with the terms of this Lease.



 


		5.	Canvassing, soliciting and peddling in the Building are prohibited, and each tenant shall cooperate so
as to prevent the same.



 


		6.	The toilet rooms and other water apparatus shall not be used for any purposes other than those, for which
they were constructed or installed, and no feminine products, sweepings, rags, ink, chemicals or other unsuitable substances shall be
thrown therein. With respect to the use of any common restrooms, all building occupants shall (w) properly discard waste in the appropriate
waste receptacles, (x) flush toilets and/or urinals after use, (y) otherwise leave bathroom stalls and/or urinals and sinks in clean condition
and (z) avoid creating any objectionable condition in such restrooms.



 


		7.	Tenant shall not throw anything out of doors, windows or skylights or into hallways, stairways or elevators,
nor place food or objects on outside windowsills. Tenant shall not obstruct or cover the halls, stairways and elevators, or use them for
any purpose other than ingress and egress to or from the Premises, nor shall skylights, windows, doors and transoms that reflect or admit
light into the Building be covered or obstructed in any way.



 


		8.	Tenant shall not place a load upon any floor of the Premises in excess of the load per square foot, which
such floor was designed to carry and which is allowed by Requirements. Landlord reserves the right to prescribe the weight and position
of all safes and/or fireproof file cabinets in the Premises. Business machines and mechanical equipment shall be placed and maintained
by Tenant, at Tenant’s expense, only with Landlord’s consent and in settings approved by Landlord to control weight, vibration,
noise and annoyance.



 


		9.	Smoking or carrying lighted cigars, pipes or cigarettes, tobacco use and use of vapes anywhere in the
Building (including, without limitation, directly in front of any entrance to the Building) is prohibited. The foregoing prohibition on
tobacco use, includes without limitation, e-cigarettes, and chewing and/or dipping tobacco. Growing, manufacturing, administering, and
distributing (including without limitation, any retail or wholesale sales or delivery), use or consumption of any cannabis, marijuana
or cannabinoid product, compound or produce anywhere in the Building (including, without limitation, directly in front of any entrance
to the Building) is prohibited. Tenant shall implement a policy that precludes its personnel from engaging in any of the foregoing activities
and/or uses in the Building and shall use reasonable efforts to enforce such policy.



 


		10.	If the Premises are on the ground floor of the Building the tenant thereof at its expense shall keep the
sidewalks and curb in front of the Premises clean and free from ice, snow, dirt and rubbish.



 






     


     


    

 


		11.	Tenant shall not move any heavy or bulky materials into or out of the Building without Landlord’s
prior written consent, and then only during such hours and in such manner as Landlord shall approve. If any material or equipment requires
special handling, Tenant shall employ only persons holding a Master Rigger’s License to do such work, and all such work shall comply
with all Requirements. Landlord reserves the right to inspect all freight to be brought into the Building, and to exclude any freight
which violates any rule, regulation or other provision of this Lease.



 


		12.	Tenant shall use (x) the passenger elevators only for purposes of transporting persons to and from the
Premises and (y) the freight elevators only for purposes of transporting deliveries to and from the Premises.  Landlord reserves
the right to prescribe additional reasonable rules and regulations governing the use of elevators at the Building. Stairwells of the Building
may only be used for purposes of ingress and egress to and from the Premises during an emergency.



 


		13.	Subject to Section 26.B. of this Lease, Tenant shall comply with the security procedures that Landlord
reasonably adopts from time to time for the Building. Tenant acknowledges that Landlord’s security procedures may include, without limitation,
(x) Landlord’s denying entry to the Building by any person who does not present a Building pass or who does not comply with Landlord’s
procedures regarding the registration of visitors to the Building, and (y) procedures governing the inspection of freight that arrives
at the loading facilities and/or service entrances for the Building. Tenant shall be responsible for the acts of all persons to whom passes
are issued at Tenant’s request. Tenant shall subject all items being brought into the Building by or on behalf of Tenant (including, without
limitation, packages, boxes, bags, handbags, attaché cases, and suitcases) to inspection by Landlord or Landlord’s designee. Landlord
may refuse entry into the Building to any Person who refuses to cooperate with such inspection or who is carrying any item which has a
reasonable likelihood of being dangerous to persons or property.



 


		14.	No advertising of any kind or other public statement by or on behalf of Tenant or any person or entity
claiming by, through or under Tenant shall refer to this Lease, or the Building (or otherwise depict the Building in any way) without
Landlord’s prior written consent.



 


		15.	No article shall be fastened to, or holes drilled or nails or screws driven into, the ceilings, walls,
doors or other portions of the Premises, nor shall any part of the Premises be painted, papered or otherwise covered, or in any way marked
or broken, without the prior written consent of Landlord.



 


		16.	No existing locks shall be changed, nor shall any additional locks or bolts of any kind be placed upon
any door or window by Tenant, without the prior written consent of Landlord. At the termination of this Lease, Tenant shall deliver to
Landlord all keys for any portion of the Premises or Building. Before leaving the Premises at any time, Tenant shall close all windows
and close and lock all doors.



 


		17.	Tenant, at Tenant’s expense, shall operate its interior lights for the employees of Landlord during the
period that such employees make repairs in the Premises or perform cleaning services in accordance with the terms of this Lease.



 


		18.	The use in the Premises of auxiliary heating devices, such as portable electric heaters, heat lamps or
other devices whose principal function at the time of operation is to produce space heating, is prohibited.



 


		19.	Furniture may not block perimeter induction units or radiators. Furniture must be a minimum of 18”
from perimeter induction units or radiators.



 






     


     


    

 


		20.	Hand trucks and hand carts may only be used in areas of the Building specifically designated by Landlord
provided that in either case, the same are equipped with rubber tires and side guards. In no event may hand trucks and/or hand carts be
used in any lobbies or passenger elevators of the Building.



 


		21.	Tenant shall not take any action to override, inhibit, preempt or otherwise reduce the efficacy of any
energy efficiency or sustainability measures which may now or hereinafter may be implemented in the Building and/or the Premises. 



 


		22.	Landlord shall have the right to require Tenant to (x) direct Persons who are delivering packages to the
Premises to make delivery to an office in the Building that Landlord designates (in which case Landlord shall make arrangements for such
packages to be delivered to Tenant using other personnel that Landlord engages), or (y) arrange for such Persons to be escorted by a representative
of Tenant while such Person makes delivery to the Premises.



 


		23.	Active mail chutes cannot be covered or blocked; full access must be maintained at all times.



 


		24.	All doors opening on to corridors must be kept closed at all times and locked when the Premises are unoccupied.



 


		25.	Food may not be consumed in any public areas of the Building, including, without limitation, elevators,
common corridors and/or lobbies.



 


		26.	Use of any common amenities at the Building (whether currently existing or hereinafter designated, constructed
or created) shall be subject to the reasonable rules and regulations imposed thereon by Landlord.