STANDARD FORM OF OFFICE LEASE


The Real Estate Board of New York, Inc,


 


Agreement of Lease, made
as of this 28th day of September in the year 2010,
between


509 Madison Avenue Associates, L.P., a New York
limited partnership having an address


c/o Kensico Properties, Inc., 509 Madison Avenue,
New York, New York 10022


 


party of the first part, hereinafter referred to as OWNER, or LANDLORD
and


Tonix Pharmaceuticals, Inc.,
a Delaware corporation,


having an address at 9 West
57th Street, 26th Floor, New York, New York 10019


party of the second part, hereinafter referred
to as TENANT,


 


Witnesseth: Owner hereby leases
to Tenant and Tenant hereby hires from Owner space on the third (3rd) floor


(as shown on the floor plan
annexed hereto as Exhibit A and made a part hereof and also known as Suite 306)


in the building known as 509 Madison Avenue


in the Borough of Manhattan, City of New York, for the term of five
(5) years


 


(or until such term shall sooner cease and expire as hereinafter
provided) to commence on October 1,2010 (the “Commencement Date”), and to end on September 30, 2015 (the “Expiration
Date”), both dates inclusive, at the annual rental rate as set forth in Article 37 herein,


 


which Tenant agrees to pay in lawful money
of the United States, which shall be legal tender in payment of all debts and dues, public and private, at the time of payment,
in equal monthly installments in advance on the first day of each month during said term, at the office of Owner or such other
place as Owner may designate, without any setoff or deduction whatsoever, except that Tenant shall pay the first monthly installment(s)
on the execution hereof (unless this lease be a renewal).


 


In the event that, at the
commencement of the term of this lease, or thereafter, Tenant shall be in default in the payment of rent to Owner pursuant to the
terms of another lease with Owner or with Owner’s predecessor in interest, Owner may at Owner’s option and without
notice to Tenant add the amount of such arrears to any monthly installment of rent hereunder and the same shall be payable to Owner
as additional rent,


 


The parties hereto, for
themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant
as follows:


 


	Rent:	1. Tenant shall pay the rent as above and as hereinafter provided set forth in Article 37 hereof.
	 	 
	Occupancy:	2. Tenant shall use and occupy the demised premises for general, executive and administrative offices for Tenant’s pharmaceutical business and for no other purpose.


 


Tenant Alterations:


 


3.     Tenant shall
make no changes in or to the demised premises of any nature without Owner’s prior written consent, which consent shall not
be unreasonably withheld, conditioned or delayed. Subject to the prior written consent of Owner, which consent shall not be unreasonably
withheld, conditioned or delayed, and to the provisions of this article, Tenant, at Tenant’s expense, may make alterations,
installations, additions or improvements which are non-structural and which do not affect utility services or plumbing and electrical
lines, in or to the interior of the demised premises, by using contractors or mechanics first approved in each instance by Owner.
Tenant shall, before making any alterations, additions, installations or improvements, at its expense, obtain all permits, approvals
and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval
thereof, and shall deliver promptly duplicates of all such permits, approvals and certificates to Owner, and Tenant agrees to carry,
and will cause Tenant’s contractors and sub-contractors to carry, such worker’s compensation, commercial general liability,
personal and property damage insurance as Owner may require. If any mechanic’s lien is filed against the demised premises,
or the building of which the same forms a part, for work claimed to have been done for, or materials furnished to, Tenant, whether
or not done pursuant to this article, the same shall be discharged by Tenant within thirty days thereafter, at Tenant’s expense,
by payment or filing a bond as permitted by law. All fixtures and all paneling, partitions, railings and like installations, installed
in the demised premises at any time, either by Tenant or by Owner on Tenant’s behalf, shall, upon installation, become the
property of Owner and shall remain upon and be surrendered with the demised premises unless Owner, by notice to Tenant at the time
of consent, elects to relinquish Owner’s right thereto and to have them removed by tenant, in which event the same shall
be removed from the demised premises by Tenant prior to the expiration of the lease, at Tenant’s expense. Nothing in this
article shall be construed to give Owner title to, or to prevent Tenant’s removal of, trade fixtures, moveable office furniture
and equipment, but upon removal of same from the demised premises or upon removal, of other installations as may be required by
Owner, Tenant shall immediately, and at its expense, repair and restore the demised premises to the condition existing prior
to any such installations, and repair any damage to the demised premises or the building due to Such removal. All property permitted
or required to be removed by Tenant at the end of the term remaining in the demised premises after Tenant’s removal shall
be deemed abandoned and may, at the election of Owner, either be retained as Owner’s property or may be removed from the
demised premises by Owner, at Tenant’s expense.


 


Maintenance and Repairs:


 


4.      Owner
shall maintain and repair the exterior, structural elements, and common areas and common facilities of the Building in a first
class manner. Tenant shall, throughout the term of this lease, take good care of the demised premises and the fixtures and appurtenances
therein. Tenant shall be responsible for all damage or injury to the demised premises or any other part of the building and the
systems and equipment thereof, whether requiring structural or nonstructural repairs caused by, or resulting from, carelessness,
omission, neglect or improper conduct of Tenant, Tenant’s subtenants, agents, employees, invitees or licensees, or which
arise out of any work, labor, service or equipment done for, or supplied to, Tenant or any subtenant, or arising out of the installation,
use or operation of the property or equipment of Tenant or any subtenant. Tenant shall also repair all damage to the building and
the demised premises caused by the moving of Tenant’s fixtures, furniture and equipment. Tenant shall promptly make, at Tenant’s
expense, all repairs in and to the demised premises for which Tenant is responsible, using only the contractor for the trade or
trades in question, selected from a list of at least two contractors per trade submitted by Owner. Any other repairs in or to the
building or the facilities and systems thereof, for which Tenant is responsible, shall be performed by Owner at the Tenant’s
expense. Owner shall maintain in good working order and repair the exterior and the structural portions of the building, including
the structural portions of the demised premises, and the public portions of the building interior and the building plumbing, electrical,
heating, and ventilating systems (to the extent such systems presently exist) serving the demised premises. Tenant agrees to give
prompt notice of any defective condition in the demised premises for which Owner may be responsible hereunder. There shall be no
allowance to Tenant for diminution of rental value and no liability on the part of Owner by reason of inconvenience, annoyance
or injury to business arising from Owner or others making repairs, alterations, additions or improvements in or to any portion
of the building or the demised premises, or in and to the fixtures, appurtenances or equipment thereof. It is specifically agreed
that Tenant shall not be entitled to any setoff or reduction of rent by reason of any failure of Owner to comply with the covenants
of this or any other article of this lease. Tenant agrees that Tenant’s sole remedy at law in such instance will be by way
of an action for damages for breach of contract. The provisions of this Article 4 shall not apply in the case of fire or other
casualty, which are dealt with in Article 9 hereof.


 


Window Cleaning:


 


5.     Tenant will
not clean nor require, permit, suffer or allow any window in the demised premises to be cleaned from the outside in violation
of Section 202 of the Labor Law or any other applicable law, or of the Rules of the Board of Standards and Appeals, or of any other
Board or body having or asserting jurisdiction.


 



    	 



    	 



    

 


Requirements of Law, Fire Insurance, Floor
Loads:


 


6.     Prior to the
commencement of the lease term, if Tenant is then in possession, and at all times thereafter, Tenant, at Tenant’s sole cost
and expense, shall promptly comply with all present and future laws, orders and regulations of all state, federal, municipal and
local governments, departments, commissions and boards and any direction of any public officer pursuant to law, and all orders,
rules and regulations of the New York Board of Fire Underwriters, Insurance Services Office, or any similar body which shall impose
any violation, order or duty upon Owner or Tenant with respect to the demised premises, arising out of Tenant’s use or manner
of use thereof, (including Tenant’s permitted use) or, with respect to the building if arising out of Tenant’s use
or manner of use of the demised premises or the building (including the use permitted under the lease). Nothing herein shall require
Tenant to make structural repairs or alterations unless Tenant has, by its manner of use of the demised premises or method of operation
therein, violated any such laws, ordinances, orders, rules, regulations or requirements with respect thereto. Tenant may, after
securing Owner to Owner’s satisfaction against all damages, interest, penalties and expenses, including, but not limited
to, reasonable attorney’s fees, by cash deposit or by surety bond in an amount and in a company satisfactory to Owner, contest
and appeal any such laws, ordinances, orders, rules, regulations or requirements provided same is done with all reasonable promptness
and provided such appeal shall not subject Owner to prosecution for a criminal offense, or constitute a default under any lease
or mortgage under which Owner may be obligated, or cause the demised premises or any part thereof to be condemned or vacated. Tenant
shall not do or permit any act or thing to be done in or to the demised premises which is contrary to law, or which will invalidate
or be in conflict with public liability, fire or other policies of insurance at any time carried by or for the benefit of Owner
with respect to the demised premises or the building of which the demised premises form a part, or which shall or might subject
Owner to any liability or responsibility to any person, or for property damage. Tenant shall not keep anything in the demised premises,
except as now or hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire Insurance Rating Organization or
other authority having Jurisdiction, and then only in such manner and such quantity so as not to increase the rate for fire insurance
applicable to the building, nor use the demised premises in a manner which will increase the insurance rate for the building or
any property located therein over that in effect prior to the commencement of Tenant’s occupancy. Tenant shall pay all costs,
expenses, fines, penalties, or damages, which may be imposed upon Owner by reason of Tenant’s failure to comply with the
provisions of this article, and if by reason of such failure the fire insurance rate shall, at the beginning of this lease, or
at any time thereafter, be higher than it otherwise would be, then, Tenant shall reimburse Owner, as additional rent hereunder,
for that portion of all fire insurance premiums thereafter paid by Owner which shall have been charged because of such failure
by Tenant. In any action or proceeding wherein Owner and Tenant are parties, a schedule or “make-up” of rate for the
building or the demised premises issued by the New York Fire Insurance Exchange, or other body making fire insurance rates applicable
to said premises shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance
rates then applicable to said premises. Tenant shall not place a load upon any floor of the demised premises exceeding the floor
load per square foot area which it was designed to carry and which is allowed by law.


 


Subordination:


 


7.     This lease
is subject and subordinate to all ground or underlying leases and to all mortgages which may now or hereafter affect such leases
or the real property of which the demised premises are a part, and to all renewals, modifications, consolidations, replacements
and extensions of any such underlying leases and mortgages. This clause shall be self-operative and no further instrument of subordination
shall be required by any ground or underlying lessor or by any mortgagee, affecting any lease or the real property of which the
demised premises are a part. In confirmation of such subordination, Tenant shall from time to time execute promptly any certificate
that Owner may request.


 


Property Loss, Damage Reimbursement Indemnity:


 


8.     Owner or its
agents shall not be liable for any damage to property of Tenant or of others entrusted to employees of the building, nor for loss
of or damage to any property of Tenant by theft or otherwise, nor for any injury or damage to persons or property resulting from
any cause of whatsoever nature, unless caused by, or due to, the negligence of Owner, its agents, servants or employees. Owner
or its agents will not be liable for any such damage caused by other tenants or persons in, upon or about said building, or caused
by operations in construction of any private, public or quasi public work. If at any time any windows of the demised premises are
temporarily closed, darkened or bricked up (or permanently closed, darkened or bricked up. if required by law) for any reason whatsoever
including, but not limited to, Owner’s own acts, Owner shall not be liable for any damage Tenant may sustain thereby, and
Tenant shall not be entitled to any compensation therefore, nor abatement or diminution of tent, nor shall the same release Tenant
from its obligations hereunder, nor constitute an eviction. Tenant shall indemnify and save harmless Owner against and from all
liabilities, obligations, damages, penalties, claims, costs and expenses for which Owner shall not be reimbursed by insurance,
including reasonable attorneys’ fees, paid, suffered or incurred as a result of any breach by Tenant, Tenant’s agents,
contractors, employees, invitees, or licensees, of any covenant or condition of this lease, or the carelessness, negligence or
improper conduct of the Tenant, Tenant’s agents, contractors, employees, invitees or licensees. Tenant’s liability
under this lease extends to the acts and omissions of any subtenant, and any agent, contractor, employee, invitee or licensee of
any subtenant. In case any action or proceeding is brought against Owner by reason of any such claim, Tenant, upon written notice
from Owner, will, at Tenant’s expense, resist or defend such action or proceeding by counsel approved by Owner in writing,
such approval not to be unreasonably withheld.


 


Destruction, Fire and Other Casualty:


 


9.     (a) If the
demised premises or any part thereof shall be damaged by fire or other casualty. Tenant shall give immediate notice thereof to
Owner, and this lease shall continue in full force and effect except as hereinafter set forth. (b) If the demised premises are
partially damaged or rendered partially unusable by fire or other casualty, the damages thereto shall be repaired by, and at the
expense of, Owner, and the rent and other items of additional rent, until such repair shall be substantially completed, shall
be apportioned from the day following the casualty, according to the part of the demised premises which is usable. (c) If the
demised premises are totally damaged or rendered wholly unusable by fire or other casualty, then the rent and other items of additional
rent, as hereinafter expressly provided, shall be proportionately paid up to the time of the casualty, and thenceforth shall cease
until the date when the demised premises shall have been repaired and restored by Owner (or if sooner reoccupied in part by the
Tenant then rent shall be apportioned as provided in subsection (b) above), subject to Owner’s right to elect not to restore
the same as hereinafter provided. (d) If the demised premises are rendered wholly unusable or (whether or not the demised premises
are damaged in whole or in part) if the building shall be so damaged that Owner shall decide to demolish it or to rebuild it,
then, in any of such events, Owner may elect to terminate this lease by written notice to Tenant, given within ninety (90) days
after such fire or casualty, or thirty (30) days after adjustment of the insurance claim for such fire or casualty, whichever
is sooner, specifying a date for the expiration of the lease, which date shall not be more than sixty (60) days after the giving
of such notice, and upon the date specified in such notice the term of this lease shall expire as fully and completely as if such
date were the date set forth above for the termination of this lease, and Tenant shall forthwith quit, surrender and vacate the
demised premises without prejudice however, to Landlord’s rights and remedies against Tenant under the lease provisions
in effect prior to such termination, and any rent owing shall be paid up to such date, and any payments of rent made by Tenant
which were on account of any period subsequent to such date shall be returned to Tenant. Unless Owner shall serve a termination
notice as provided for herein, Owner shall make the repairs and restorations under the conditions of (b) and (c) hereof, with
all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Owner’s
control. After any such casualty, Tenant shall cooperate with Owner’s restoration by removing from the demised premises
as promptly as reasonably possible, all of Tenant’s salvageable inventory and movable equipment, furniture, and other property.
Tenant’s liability for rent shall resume five (5) days after written notice from Owner that the demised premises are substantially
ready for Tenant’s occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability that may exist as a
result of damage from fire or other casualty. Notwithstanding anything contained to the contrary in subdivisions (a) through (e)
hereof, including Owner’s obligation to restore under subparagraph (b) above, each party shall look first to any insurance
in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty,
and to the extent that such insurance is in force and collectible, and to the extent permitted by law, Owner and Tenant each hereby
releases and waives all right of recovery with respect to subparagraphs (b), (d), and (e) above, against the other, or any one
claiming through or under each of them by way of subrogation or otherwise, The release and waiver herein referred to shall be
deemed to include any loss or damage to the demised premises and/or to any personal property, equipment, trade fixtures, goods
and merchandise located therein. The foregoing release and waiver shall be in force only if both releasors’ insurance policies
contain a clause providing that such a release or waiver shall not invalidate the insurance. If, and to the extent, that such
waiver can be obtained only by the payment of additional premiums, then the party benefiting from the waiver shall pay such premium
within ten days after written demand or shall be deemed to have agreed that the party obtaining insurance coverage shall be free
of any further obligation under the provisions hereof with respect to waiver of subrogation. Tenant acknowledges that Owner will
not carry insurance on Tenant’s furniture and/or furnishings or any fixtures or equipment, improvements, or appurtenances
removable by Tenant, and agrees that Owner will not be obligated to repair any damage thereto or replace the same, (f) Tenant
hereby waives the provisions of section 227 of the Real Property Law and agrees that the provisions of this article shall govern
and control in lieu thereof.


 


Eminent Domain:


 


10.     If
the whole or any part of the demised premises shall be acquired or condemned by Eminent Domain for any public or quasi public use
or purpose, then, and in that event, the term of this lease shall cease and terminate from the date of title vesting in such proceeding,
and Tenant shall have no claim for the value of any unexpired term of said lease, and assigns to Owner, Tenant’s entire interest
in any such award. Tenant shall have the right to make an independent claim to the condemning authority for the value of Tenant’s
moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the terms of the lease
to remove such property, trade fixtures and equipment at the end of the term, and provided further such claim does not reduce Owner’s
award.


 


Assignment, Mortgage, Etc.:


 


11.     Tenant, for
itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants
that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part
thereof to be used by others, without the prior written consent of Owner in each instance which consent shall not be unreasonably
withheld. Transfer of the majority of the stock of a corporate Tenant or the majority interest in any partnership or other legal
entity which is Tenant shall be deemed an assignment. If this lease be assigned, or if the demised premises or any part thereof
be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, under-tenant
or occupant; and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or
collection shall be deemed a waiver of this covenant, or 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. The consent by
Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in
writing of Owner to any further assignment or underletting.


 



    	 



    	 



    

 


Electric Current:


 


12.     Rates and
conditions in respect to submetering or rent inclusion, as the case may be, to be added in RIDER attached hereto. Tenant covenants
and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the
risers or wiring installation, and Tenant may not use any electrical equipment which, in Owner’s opinion, reasonably exercised,
will overload such installations or interfere with the use thereof by other tenants of the building. The change at any time of
the character of electric service shall in no way make Owner liable or responsible to Tenant, for any loss, damages or expenses
which Tenant may sustain.


 


Access to Premises:


 


13.     Owner or Owner’s
agents shall have the right (but shall not be obligated) to enter the demised premises in any emergency at any time, and, at other
reasonable times upon reasonable notice, to examine the same and to make such repairs, replacements and improvements as Owner may
deem necessary and reasonably desirable to the demised premises or to any other portion of the building or which Owner may elect
to perform. Tenant shall permit Owner to use and maintain and replace pipes, ducts, and conduits in and through the demised premises
and to erect new pipes, ducts, and conduits therein, provided they are concealed within the walls, floor, or ceiling. Owner may,
during the progress of any work in the demised premises, take all necessary materials and equipment into said premises without
the same constituting an eviction, nor shall the Tenant be entitled to any abatement of rent while such work is in progress, nor
to any damages by reason of loss or interruption of business or otherwise. Owner shall use its commercially reasonable efforts
to minimize interference with Tenant’s business upon any such access; provided, however, Owner shall have no obligation to
employ contractors or labor at overtime or other premium pay rates or incur any other overtime costs or expenses whatsoever. Throughout
the term hereof, Owner shall have the right to enter the demised premises at reasonable hours upon reasonable notice for the purpose
of showing the same to prospective purchasers or mortgagees of the building, and during the last six months of the term, for the
purpose of showing the same to prospective tenants. If Tenant is not present to open and permit an entry into the demised premises,
Owner or Owner’s agents may enter the same whenever such entry may be necessary or permissible by master key or forcibly,
and provided reasonable care is exercised to safeguard Tenant’s property, such entry shall not render Owner or its agents
liable therefore, nor in any event shall the obligations of Tenant hereunder be affected.


 


Vault, Vault Space, Area:


 


14.     No vaults,
vault space or area, whether or not enclosed or covered, not within the property line of the building, is leased hereunder, anything
contained in or indicated on any sketch, blue print or plan, or anything contained elsewhere in this lease to the contrary notwithstanding.
Owner makes no representation as to the location of the property line of the building. All vaults and vault space and all such
areas not within the property line of the building, which Tenant may be permitted to use and/or occupy, is to be used and/or occupied
under a revocable license, and if any such license be revoked, or if the amount of such space or area be diminished or required
by any federal, state or municipal authority or public utility, Owner shall not be subject to any liability, nor shall
Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such revocation, diminution or requisition
be deemed constructive or actual eviction.


 


Occupancy:


 


15.     Tenant will
not at any time use or occupy the demised premises in violation of the certificate of occupancy issued for the building of which
the demised premises are a part. Tenant has inspected the demised premises and accepts them as is, subject to the riders annexed
hereto with respect to Owner’s work, if any. In any event, Owner makes no representation as to the condition of the demised
premises, and Tenant agrees to accept the same subject to violations, whether or not of record.


 


Bankruptcy:


 


16.     (a) Anything
elsewhere in this lease to the contrary notwithstanding, this lease may be cancelled by Owner by the sending of a written notice
to Tenant within a reasonable time after the happening of any one or more of the following events: (1) the commencement of a case
in bankruptcy or under the laws of any state naming Tenant (or a guarantor of any of Tenant’s obligations under this lease)
as the debtor; or (2) the making by Tenant (or a guarantor of any of Tenant’s obligations under this lease) of an assignment
or any other arrangement for the benefit of creditors under any state statute. Neither Tenant nor any person claiming through
or under Tenant, or by reason of any statute or order of court, shall thereafter be entitled to possession of the premises demised
but shall forthwith quit and surrender the demised premises. If this lease shall be assigned in accordance with its terms, the
provisions of this Article 16 shall be applicable only to the party then owning Tenant’s interest in this lease.


 


(b) It is stipulated and
agreed that in the event of the termination of this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any other
provisions of this lease to the contrary, be entitled to recover from Tenant as and for liquidated damages, an amount equal to
the difference between the rent reserved hereunder for the unexpired portion of the term demised and the fair and reasonable rental
value of the demised premises for the same period. In the computation of such damages the difference between any installment of
rent becoming due hereunder after the date of termination, and the fair and reasonable rental value of the demised premises for
the period for which such installment was payable, shall be discounted to the date of termination at the rate of four percent (4%)
per annum. If such demised premises or any part thereof be re-let by the Owner for the unexpired term of said lease, or any part
thereof, before presentation of proof of such liquidated damages to any court, commission or tribunal, the amount of rent reserved
upon such re-letting shall be deemed to be the fair and reasonable rental value for the part or the whole of the demised premises
so re-let during the term of the re-letting. Nothing herein contained shall limit or prejudice the right of the Owner to prove
for and obtain as liquidated damages, by reason of such termination, an amount equal to the maximum allowed by any statute or rule
of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount
be greater, equal to, or less than, the amount of the difference referred to above.


 


Default:


 


17.     (1) If Tenant
defaults in fulfilling any of the covenants of this lease other than the covenants for the payment of rent or additional rent;
or if the demised premises become vacant or deserted; or if any execution or attachment shall be issued against Tenant or any
of Tenant’s property, whereupon the demised premises shall be taken or occupied by someone other than Tenant; or if this
lease be rejected under § 65 of Title 11 of the U.S. Code (Bankruptcy Code); or if Tenant shall have failed, after five (5)
days written notice, to redeposit with Owner any portion of the security deposit hereunder which Owner has applied to the payment
of any rent and additional rent due and payable hereunder; or if Tenant shall be in default with respect to any other lease between
Owner and Tenant; then, in any one or more of such events, upon Owner serving a written twenty (20) days notice upon Tenant specifying
the nature of said default, and upon the expiration of said twenty (20) days, if Tenant shall have failed to comply with or remedy
such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or
remedied within said twenty (20) day period, and if Tenant shall not have diligently commenced curing such default within such
fifteen (15) day period, and shall not thereafter with reasonable diligence and in good faith, proceed to remedy or cure such
default, then Owner may serve a written five (5) days notice of cancellation of this lease upon Tenant, and upon the expiration
of said five (5) days this lease and the term thereunder shall end and expire as fully and completely as if the expiration of
such five (5) day period were the day herein definitely fixed for the end and expiration of this lease and the term thereof, and
Tenant shall then quit and surrender the demised premises to Owner, but Tenant shall remain liable as hereinafter provided..


 


(2) If the notice provided
for in (1) hereof shall have been given, and the term shall expire as aforesaid; or if Tenant shall make default in the
payment of the rent reserved herein, or any item of additional rent herein mentioned, or any part of either, or in making
any other payment herein required after five (5) days written notice; then, and in any of such events, Owner may without notice,
re-enter the demised premises by lawful means, and dispossess Tenant by summary proceedings or otherwise, and the legal representative
of Tenant or other occupant of the demised premises, and remove their effects and hold the demised premises as if this lease had
not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that
end. If Tenant shall make default hereunder after the expiration of any applicable notice or cure periods prior to the date fixed
as the commencement of any renewal or extension of this lease, Owner may cancel and terminate such renewal or extension agreement
by written notice.


 


Remedies of Owner and Waiver of Redemption:


 


18. In case of any such default, re-entry,
expiration and/or dispossess by summary proceedings or otherwise, (a) the rent shall become due thereupon and be paid up to the
time of such re-entry, dispossess and/or expiration, (b) Owner may re-let the demised premises or any part or parts thereof, either
in the name of Owner or otherwise, for a term or terms, which may at Owner’s option be less than or exceed the period which
would otherwise have constituted the balance of the term of this lease, and may grant concessions or free rent or charge a higher
rental than that in this lease, and/or (c) Tenant or the legal representatives of Tenant shall also pay to Owner as liquidated
damages for the failure of Tenant to observe and perform said Tenant’s covenants herein contained, any deficiency between
the rent hereby reserved and/or covenanted to be paid and the net amount, if any, of the rents collected on account of the lease
or leases of the demised premises for each month of the period which would otherwise have constituted the balance of the term
of this lease. The failure of Owner to relet the demised premises, or any part or parts thereof, shall not release or affect Tenant’s
liability for damages. In computing such liquidated damages there shall be added to the said deficiency such expenses as Owner
may incur in connection with re-letting, such as legal expenses, reasonable attorney’s fees, brokerage, advertising and
for keeping the demised premises in good order or for preparing the same for re-letting. Any such liquidated damages shall be
paid in monthly installments by Tenant on the rent day specified in this lease, and any suit brought to collect the amount of
the deficiency for any month shall not prejudice in any way the rights of Owner to collect the deficiency for any subsequent month
by a similar proceeding. Owner, in putting the demised premises in good order or preparing the same for re-rental may, at Owner’s
option, make such alterations, repairs, replacements, and/or decorations in the demised premises as Owner, in Owner’s commercially
reasonable judgment, considers advisable and necessary for the purpose of reletting the demised premises, and the making of such
alterations, repairs, replacements, and/or decorations shall not operate or be construed to release Tenant from liability
hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever for failure to re-let the demised premises, or
in the event that the demised premises are re-let, for failure to collect the rent thereof under such reletting, and in no event
shall Tenant be entitled to receive any excess, if any, of such net rents collected over the sums payable by Tenant to Owner hereunder.
In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Owner shall have the right
of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies
were not herein provided for. Mention in this lease of any particular remedy, shall not preclude Owner from any other remedy,
in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future
laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Owner obtaining possession of the
demised premises, by reason of the violation by Tenant of any of the covenants and conditions of this lease, or otherwise.


 



    	 



    	 



    

 


Fees and Expenses:


 


19.     If Tenant shall
default in the observance or performance of any term or covenant on Tenant’s part to be observed or performed under, or by
virtue or, any of the terms or provisions in any article of this lease, after notice, if required, and upon expiration of any applicable
grace period, if any, (except in an emergency), then, unless otherwise provided elsewhere in this lease, Owner may immediately,
or at any time thereafter and without notice, perform the obligation of Tenant thereunder. If Owner, in connection with the foregoing,
or in connection with any default by Tenant in the covenant to pay rent hereunder, after the expiration of any applicable notice
and cure period, makes any expenditures or incurs any obligations for the payment of money, including but not limited to reasonable
attorneys’ fees, in instituting, prosecuting or defending any action or proceeding, and prevails in any such action or proceeding,
then Tenant will reimburse Owner for such sums so paid, or obligations incurred, with interest and costs. The foregoing expenses
incurred by reason of Tenant’s default shall be deemed to be additional rent hereunder, and shall be paid by Tenant to Owner
within ten (10) days of rendition of any bill or statement to Tenant therefore. If Tenant’s lease term shall have expired
at the time of making of such expenditures or incurring of such obligations, such sums shall be recoverable by Owner, as damages.


 


Building Alterations and Management:


 


20.     Owner shall
have the right at any time without the same constituting an eviction and without incurring liability to Tenant therefore, to change
the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other
public parts of the building, and to change the name, number or designation by which the building may be known. There shall be
no allowance to Tenant for diminution of rental value and no liability on the part of Owner by reason of inconvenience, annoyance
or injury to business arising from Owner or other Tenants making any repairs in the building or any such alterations, additions
and improvements, but Owner shall use its commercially reasonable efforts to minimize interference with Tenant’s business;
provided, however. Landlord shall have no obligation to employ contractors or labor at overtime or other premium pay rates or to
incur any other overtime costs or expenses whatsoever, Furthermore, Tenant shall not have any claim against Owner by reason of
Owner’s imposition of such controls of the manner of access to the building by Tenant’s social or business visitors
as the Owner may deem necessary for the security of the building and its occupants.


 


No Representations Owner:


 


21.     Neither Owner
nor Owner’s agents have representations made any representations or promises with respect to the physical condition of the
building, the land upon which it is erected or the demised premises, the rents, leases, expenses of operation or any other matter
or thing affecting or related to the demised premises, except as herein expressly set forth, and no rights, easements or licenses
are acquired by Tenant by implication or otherwise, except as expressly set forth in the provisions of this lease. Tenant has inspected
the building and the demised premises and is thoroughly acquainted with their condition and agrees to take the same “as-is”,
and acknowledges that the taking of possession of the demised premises by Tenant shall be conclusive evidence that the said premises
and the building of which the same form a part were in good and satisfactory condition at the time such possession was so taken,
except as to latent defects. All understandings and agreements heretofore made between the parties hereto are merged in this contract,
which alone fully and completely expresses the agreement between Owner and Tenant, and any executory agreement hereafter made shall
be ineffective to change, modify, discharge or effect an abandonment of it in whole or in part, unless such executory agreement
is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.


 


End of Term:


 


22.     Upon the expiration
or other termination of the term of this lease, Tenant shall quit and surrender to Owner the demised premises, “broom-clean”,
in good order and condition, ordinary wear and damages which Tenant is not required to repair as provided elsewhere in this lease
excepted, and Tenant shall remove all its property. Tenant’s obligation to observe or perform this covenant shall survive
the expiration or other termination of this lease. If the last day of the term of this lease or any renewal thereof, falls on Sunday,
this lease shall expire at noon on the preceding Saturday, unless it be a legal holiday, in which case it shall expire at noon
on the preceding business day.


 


Quiet Enjoyment:


 


23.     Owner covenants
and agrees with Tenant that upon Tenant paying the rent and additional rent and observing and performing all the terms, covenants
and conditions, on Tenant’s part to be observed and performed, prior to the expiration of any applicable notice or cure periods,
Tenant may peaceably and quietly enjoy the premises hereby demised, subject, nevertheless, to the terms and conditions of this
lease including, but not limited to, Article 31 hereof, and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.


 


Failure to Give Possession:


 


24.     If Owner is
unable to give possession of the demised premises on the date of the commencement of the term hereof because of the holding-over
or retention of possession of any tenant, undertenant or occupants, or if the demised premises are located in a building being
constructed, because such building has not been sufficiently completed to make the demised premises ready for occupancy, or because
of the fact that a certificate of occupancy has not been procured, or for any other reason, Owner shall not be subject to any liability
for failure to give possession on said date and the validity of the lease shall not be impaired under such circumstances, nor shall
the same be construed in any way to extend the term of this lease, but the rent payable hereunder shall be abated (provided Tenant
is not responsible for Owner’s inability to obtain possession or complete construction) until after Owner shall have given
Tenant written notice that the Owner is able to deliver possession in condition required by this lease. If permission is given
to Tenant to enter into possession of the demised premises, or to occupy premises other than the demised premises, prior to the
date specified as the commencement of the term of this lease, Tenant covenants and agrees that such possession and/or occupancy
shall be deemed to be under all the terms, covenants, conditions and provisions of this lease, except the obligation to pay the
fixed annual rent set forth in the preamble to this lease. 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.


 


No Waiver:


 


25.     The failure
of Owner to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this lease
or of any of the Rules or Regulations, set forth or hereafter adopted by Owner, shall not prevent a subsequent act which would
have originally constituted a violation from having all the force and effect of an original violation. The receipt by Owner of
rent and/or additional rent with knowledge of the breach of any covenant of this lease shall not be deemed a waiver of such breach,
and no provision of this lease shall be deemed to have been waived by Owner unless such waiver be in writing signed by Owner. No
payment by Tenant or receipt by Owner of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than
on account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying any
check or payment as rent be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to
Owner’s right to recover the balance of such rent or pursue any other remedy in this lease provided. No act or thing done
by Owner or Owner’s agents during the term hereby demised shall be deemed an acceptance of a surrender of the demised premises,
and no agreement to accept such surrender shall be valid unless in writing signed by Owner. No employee of Owner or Owner’s
agent shall have any power to accept the keys of said premises prior to the termination of the lease, and the delivery of keys
to any such agent or employee shall not operate as a termination of the lease or a surrender of the demised premises.


 


Waiver of Trial by Jury:


 


26.     It is mutually
agreed by and between Owner and Tenant that the respective parties hereto shall, and they hereby do, waive trial by jury in any
action proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property
damage) on any matters whatsoever arising out of, or in any way connected with, this lease, the relationship of Owner and Tenant,
Tenant’s use of or occupancy of, the demised premises, and any emergency statutory or any other statutory remedy. It is
further mutually agreed that in the event Owner commences any proceeding or action for possession, including a summary proceeding
for possession of the demised premises, Tenant will not interpose any counterclaim of whatever nature or description in any such
proceeding, including a counterclaim under Article 4, except for statutory mandatory counterclaims.


 


Inability to Perform:


 


27.     This lease
and the obligation of Tenant to pay rent hereunder and perform all of the other covenants and agreements hereunder on part of Tenant
to be performed shall in no way be affected, unpaired or excused because Owner is unable to fulfill any of its obligations under
this lease, or to supply, or is delayed in supplying, any service expressly or impliedly to be supplied, or is unable to make,
or is delayed in making, any repair, additions, alterations, or decorations, or is unable to supply, or is delayed in supplying,
any equipment, fixtues, or other materials, if Owner is prevented or delayed from so doing by reason of strike or labor troubles
or any cause whatsoever including, but not limited to, government preemption or restrictions, or by reason of any rule, order or
regulation of any department or subdivision thereof of any government agency, or by reason of the conditions which have been or
are affected, either directly or indirectly, by war or other emergency.


 


Bills and Notices:


 


28.     Except
as otherwise in this lease provided, any notice, statement, demand or other communication required or permitted to be given, rendered
or made by either party to the other, pursuant to this lease or pursuant to any applicable law or requirement of public authority,
shall be in writing (whether or not so stated elsewhere in this lease) and shall be deemed to have been properly given, rendered
or made, if sent by registered or certified mail (express mail, if available), return receipt requested, or by courier guaranteeing
overnight delivery and furnishing a receipt in evidence thereof, addressed to the other party at the address hereinabove set forth
(except that after the date specified as the commencement of the term of this lease, Tenant’s address, unless Tenant shall
give notice to the contrary, shall be the building), and shall be deemed to have been given, rendered or made (a) on the date delivered,
if delivered to Tenant personally, (b) on the date delivered, if delivered by overnight courier or (c) on the dare which is two
(2) days after being mailed. Either party may, by notice as aforesaid, designate a different address or addresses for notices,
statements, demand or other communications intended for it. Notices given by Owner’s managing agent shall be deemed a valid
notice if addressed and set in accordance with the provisions of this Article. At Owner’s option, notices and bills to Tenant
may be sent by hand delivery.


 



    	 



    	 



    

 


Services Provided by Owner:


 


29.     Owner shall
provide: (a) necessary elevator facilities on business days from 8 a.m. to 6 p.m. and have one elevator subject to call at all
other times; (b) heat to the demised premises when and as required by law, on business days from 8 a.m. to 6 p.m.; (c) water for
ordinary lavatory purposes, but if Tenant uses or consumes water for any other purposes or in unusual quantities (of which fact
Owner shall be the sole judge). Owner may install a water meter at Tenant’s expense, which Tenant shall thereafter maintain
at Tenant’s expense in good working order and repair, to register such water consumption, and Tenant shall pay for water
consumed as shown on said meter as additional rent as and when bills are rendered; (d) cleaning service for the demised premises
on business days at Owner’s expense provided that the same are kept in order by Tenant, Tenant shall pay Owner the cost of
removal of any of Tenant’s refuse and rubbish from the building; (e) if the demised premises are serviced by Owner’s
air conditioning/cooling and ventilating system, air conditioning/cooling will be furnished to Tenant from May 15th through September
30th on business days (Mondays through Fridays, holidays excepted) from 8:00 a.m. to 6:00 p.m., and ventilation will be furnished
on business days during the aforesaid hours except when air conditioning/cooling is being furnished as aforesaid. If Tenant requires
air conditioning/cooling or ventilation for more extended hours on Saturdays, Sundays or on holidays, as defined under Owner’s
contract with the applicable Operating Engineers contract, Owner will furnish the same at Tenant’s expense. RIDER to be added
in respect to rates and conditions for such additional service; (f) Owner reserves the right to stop services of the heating, elevators,
plumbing, air-conditioning, electric, power systems or cleaning or other services, if any, when necessary by reason of accident,
or for repairs, alterations, replacements or improvements necessary or desirable in the judgment of Owner, for as long as may be
reasonably required by reason thereof. if the building of which the demised premises are a part supplies manually operated elevator
service, Owner at any time may substitute automatic control elevator service and proceed diligently with alterations necessary
therefor without in any way affecting this lease or the obligations of Tenant hereunder.


 


Captions:


 


30.     The Captions
are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this lease
nor the intent of any provisions thereof.


 


Definitions:


 


31.     The term “office”,
or “offices”, wherever used in this lease, shall not be construed to mean premises used as a store or stores, for the
sale or display, at any time, of goods, wares or merchandise, of any kind, or as a restaurant, shop, booth, bootblack or other
stand, barber shop, or for other similar purposes, or for manufacturing. The term “Owner” means a landlord or lessor,
and as used in this lease means only the owner, or the mortgagee in possession for the time being, of the land and building (or
the owner of a lease of the building or of the land and building) of which the demised premises form a part, so that in the event
of any sale or sales or conveyance, assignment or transfer of said land and building, or of said lease, or in the event of a lease
of said building, or of the land and building, the said Owner shall be, and hereby is, entirely freed and relieved of all covenants
and obligations of Owner hereunder, and it shall be deemed and construed without further agreement between the parties or their
successors in interest, or between the parties and the purchaser, at any such sale, or the said lessee of the building, or of the
land and building, that the purchaser, grantee, assignee or transferee or the lessee of the building has assumed and agreed to
carry out any and all covenants and obligations of Owner, hereunder. The words “re-enter” and “re-entry”
as used in this lease are not restricted to their technical legal meaning. The term “business days” as used in this
lease shall exclude Saturdays, Sundays and all days as observed by the State or Federal Government as legal holidays and those
designated as holidays by the applicable building service union employees service contract, or by the applicable Operating Engineers
contract with respect to HVAC service. Wherever it is expressly provided in this lease that consent shall not be unreasonably withheld,
such consent shall not be unreasonably delayed.


 


Adjacent Excavation-Shoring:


 


32.     If an excavation
shall be made upon land adjacent to the demised premises, or shall be authorized to be made, Tenant shall afford to the person
causing or authorized to cause such excavation, a license to confer upon the demised premises for the purpose of doing such work
as said person shall deem necessary to preserve the wall or the building, of which demised premises form a part, from injury or
damage, and to support the same by proper foundations, without any claim for damages or indemnity against Owner, or diminution
or abatement of rent.


 


Rules and Regulations:


 


33.     Tenant and Tenant’s
servants, employees, agents, visitors, and licensees shall observe faithfully, and comply strictly with, the Rules and Regulations
and such other and further reasonable Rules and Regulations as Owner and Owner’s agents may from time to time adopt. Notice
of any additional Rules or Regulations shall he given in such manner as Owner may elect. In case Tenant disputes the reasonableness
of any additional Rules or Regulations hereafter made or adopted by Owner or Owner’s agents, the parties hereto agree to
submit the question of the reasonableness of such Rules or Regulations for decision to the New York office of the American Arbitration
Association, whose determination shall he final and conclusive upon the parties hereto. The right to dispute the reasonableness
of any additional Rules or Regulations upon Tenant’s part shall be deemed waived unless the same shall be asserted by service
of a notice, in writing, upon Owner, within fifteen (15) days after the giving of notice thereof. Nothing in this lease contained
shall be construed to impose upon Owner any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions
in any other lease, as against any other tenant, and Owner shall not be liable to Tenant for violation of the same by any other
tenant, its servants, employees, agents, visitors or licensees, except Owner shall enforce the Rules and Regulations in a non-discriminatory
manner. To the extent a conflict between the Lease and the Rules and Regulations exists, the Lease shall govern.


 


Security:


 


34.     Tenant
has deposited with Owner cash in the amount of $60,062.50 (the “Security Deposit”) as security for the faithful
performance and observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event
Tenant defaults in respect of any of the terms, provisions and conditions of this lease after expiration of any notice or
cure period, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole
or any part of the security so deposited to the extent required for the payment of any rent and additional rent, or any other
sum as to which Tenant is in default, or for any sum which Owner may expend or may be required to expend by reason of
Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to
any damages or deficiency in the re-letting of the demised premises, whether such damages or deficiency accrued before or
after summary proceedings or other re-entry by Owner. In the case of every such use. application or retention, Tenant shall,
within five (5) days after demand therefor, pay to Owner the sum so used, applied or retained which shall be added to the
security deposit so that the same shall be replenished to its former amount. In the event that Tenant shall fully and
faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned
to Tenant within thirty (30) days after the date fixed as the end of the lease and after delivery of entire possession of the
demised premises to Owner. In the event of a sale of the land and building, or leasing of the building, of which the demised
premises form a part, Owner shall have the right to transfer the security to the vendee or lessee, and Owner shall thereupon
be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Owner solely
for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made
of the security to a new Owner. Tenant further covenants that it will not assign or encumber, or attempt to assign or
encumber, the monies deposited herein as security, and that neither Owner nor its successors or assigns shall be bound by any
such assignment, encumbrance, attempted assignment or attempted encumbrance.


 


Estoppel Certificate:


 


35.     Tenant, at
any time, and from time to time, upon at least ten (10) days prior notice by Owner, shall execute, acknowledge and deliver to Owner,
and/or to any other person, firm or corporation specified by Owner, a statement certifying that this lease is unmodified and in
full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating
the modifications), stating the dates to which the rent and additional rent have been paid, and stating whether or not there exists
any default by Owner under this lease, and, if so, specifying each such default and such other information as shall be required
of Tenant.


 


Successors and Assigns:


 


36.     The covenants,
conditions and agreements contained in this lease shall bind and inure to the benefit of Owner and Tenant and their respective
heirs, distributees, executors, administrators, successors, and except as otherwise provided in this lease, their assigns. Tenant
shall look only to Owner’s estate and interest in the land and building or the net proceeds from the sale thereof, for the
satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) against Owner in the event
of any default by Owner hereunder, and no other property or assets of such Owner (or any partner, member, officer or director thereof,
disclosed or undisclosed), shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s
remedies under, or with respect to, this lease, the relationship of Owner and Tenant hereunder, or Tenant’s use and occupancy
of the demised premises-



    	 



    	 



    

 


In Witness Whereof, Owner
and Tenant have respectively signed and sealed this lease as of the day and year first above written.


 


	Witness for Owner:	 	509 Madison Avenue Associates, L.P.
	 	 	By:	Kensico Management, Inc.
	 	 	 	General Partner
	 	 	 
	 	 	/s/ Alan Zimmerman
	 	 	By:	Alan Zimmerman
	 	 	 	 
	Witness for Tenant:	 	Tonix Pharmaceuticals, Inc.
	 	 	 	 
	 	 	By:	/s/ Seth Lederman
	 	 	 	Name: Seth Lederman
	 	 	 	Title:   Chairman


 


ACKNOWLEDGEMENT


 


STATE OF NEW YORK,


SS.:


 


COUNTY OF


 


On the    28  
 day of September in the year 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared
Seth Lederman, 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/ Larry L. Schutte
	 	NOTARY PUBLIC
	 	 
	 	Larry L. Schutte
	 	Notary Public, State of New York
	 	No. 01SC5030593
	 	Qualified In New York County
	 	Commission Expires October 6, 2010


 



    	 



    	 



    

 


IMPORTANT — PLEASE READ


 


RULES
AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE IN ACCORDANCE WITH ARTICLE 33.


 


1.       The
sidewalks, entrances, driveways, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed
or encumbered by Tenant or used for any purpose other than for ingress or egress from the demised premises, and for delivery of
merchandise and equipment in a prompt and efficient manner using elevators and passageways designated for such delivery by Owner.
There shall not be used in any space, or in the public hall of the building, either by any tenant or by jobbers or others in the
delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and safeguards.


 


2.       The
water and wash closets and plumbing fixtures shall not be used for any purposes other than those for which they were designed or
constructed, and no sweepings, rubbish, rags, acids or other substances shall be deposited therein, and the expense orally breakage,
stoppage, or damage resulting from the violation of this rule shall be borne by the Tenant, whether or not caused by the Tenant,
or its clerks, agents, employees or visitors.


 


3.       No
carpet, rug or other article shall be hung or shaken out of any window of the building and Tenant shall not sweep or throw, or
permit to be swept or thrown, from the demised premises any dirt or other substances into any of the corridors or halls, elevators,
or out of the doors or windows or stairways of the building, and Tenant shall not use, keep or permit to be used or kept, any foul
or noxious gas or substance in the demised premises, or permit or suffer the demised premises to be occupied or used in a manner
offensive or objectionable to Owner or other occupants of the building by reason of noise, odors, and/or vibrations, or interfere
in any way with other tenants or those having business therein, nor shall any bicycles, vehicles, animals, fish, or birds be kept
in or about the building. Smoking or carrying lighted cigars or cigarettes in the elevators of the building is prohibited.


 


4.       No
awnings or other projections shall be attached to the outside walls of the building without the prior written consent of Owner.


 


5.       No
sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by Tenant on any part of the outside
of the demised premises or the building, or on the inside of the demised premise if the same is visible front the outside of the
demised premises, without the prior written consent of Owner, except that the name of Tenant may appear on the entrance door of
the demised premises. In the event of the violation of the foregoing by Tenant. Owner may remove same without any liability, and
may charge the expense incurred by such removal to Tenant. Interior signs on door and directory tablet shall be inscribed, painted
or affixed for Tenant by Owner at the expense of Tenant, and shall be of a size, color and style acceptable to Owner.


 


6.       Tenant
shall not mark, paint, drill into, or in any way deface, any part of the demised premises or the building of which they form a
part. No boring, cutting or stringing of wires shall be permitted, except with the prior written consent of Owner, and as Owner
may direct. Tenant shall not lay linoleum, or other similar floor covering, so that the same shall come in direct contact with
the floor of the demised premises, and, if linoleum or other similar floor covering is desired to be used, all interlining of builder’s
deadening felt shall be first affixed to the floor, by a paste or other material, soluble in water, the use of cement or other
similar adhesive material being expressly prohibited.


 


7.       No
additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made
in existing locks or mechanism thereof. Tenant must, upon the termination of his tenancy, restore to Owner all keys of stores,
offices and toilet rooms, either furnished to, or otherwise procured by, Tenant, and in the event of the loss of any keys so furnished,
Tenant shall pay to Owner the cost thereof.


 


8.       Freight,
furniture, business equipment, merchandise and bulky matter of any description shall be delivered to and removed from the demised
premises only on the freight elevators and through the service entrances and corridors, and only during hours and in a manner approved
by Owner. Owner reserves the right to inspect all freight to be brought into the building and to exclude from the building all
freight which violates any of these Rules and Regulations of the lease, or which these Rules and Regulations are a part.


 


9.       Canvassing,
soliciting and peddling in the building is prohibited and Tenant shall cooperate to prevent the same.


 


10.     Owner
reserves the right to exclude from the building all persons who do not present a pass to the building signed by Owner. Owner will
furnish passes to persons for whom Tenant requests same in writing. Tenant shall be responsible for all persons for whom he requests
such pass, and shall be liable to Owner for all acts of such persons. Tenant shall not have a claim against Owner by reason of
Owner excluding from the building any person who does not present such pass.


 


11.     Owner
shall have the right to prohibit any advertising by Tenant which in Owner’s opinion, lends to impair the reputation of the
building or its desirability as a building for offices, and upon written notice from Owner. Tenant shall refrain from or discontinue
such advertising.


 


12.     Tenant
shall not bring or permit to be brought or kept in or on the demised premises, any inflammable, combustible, explosive, or hazardous
fluid, material, chemical or substance, or cause or permit any odors of cooking or other processes, or any unusual or other objectionable
odors, to permeate in, or emanate from, the demised premises.


 


13.     If
the building contains central air conditioning and ventilation. Tenant agrees to keep all windows closed at all times and to abide
by all rules and regulations issued by Owner with respect to such services. If Tenant requires air conditioning or ventilation
after the usual hours. Tenant shall give notice in writing to the building superintendent prior to 3:00 p.m. in the case of services
required on weekdays, and prior to 3:00 p.m. on the day prior in case of after hours service required on weekends or on holidays.
Tenant shall cooperate with Owner in obtaining maximum effectiveness of the cooling system by lowering and closing Venetian blinds
and/or drapes and curtains when the sun’s rays fall directly on the windows of the demised premises.


 


14.     Tenant
shall not move any safe, heavy machinery, heavy equipment, bulky matter, or fixtures into or out of the building without Owner’s
prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If such safe, machinery, equipment,
bulky matter or fixtures requires special handling, all work in connection therewith shall comply with the Administrative Code
of the City of New York and all other laws and regulations applicable thereto, and shall be done during such hours as Owner may
designate.


 


15.     Refuse
and Trash. (l) Compliance by Tenant. Tenant covenants and agrees, at its sole cost and expense, to comply with all present and
future laws, orders, and regulations, of all state, federal, municipal, and local governments, departments, commissions and boards
regarding the collection, sorting, separation and recycling of waste products, garbage, refuse and trash. Tenant shall sort and
separate such waste products, garbage, refuse and trash into such categories as provided by law. Each separately sorted category
of waste products, garbage, refuse and trash shall be placed in separate receptacles reasonably approved by Owner. Such separate
receptacles may, at Owner’s option, be removed from the demised premises in accordance with a collection schedule prescribed
by law. Tenant shall remove, or cause to be removed by a contractor acceptable to Owner, at Owner’s sole discretion, such
items as Owner may expressly designate. (2) Owner’s Rights in Event of Noncompliance. Owner has the option to refuse to collect
or accept front Tenant waste products, garbage, refuse or trash (a) that is not separated and sorted as required by law or (b)
which consists of such items as Owner may expressly designate for Tenant’s removal, and to require Tenant to arrange for
such collection at Tenant’s sole cost and expense, utilizing a contractor satisfactory to Owner. Tenant shall pay all costs,
expenses, fines, penalties, or damages that may be imposed on Owner or Tenant by reason of Tenant’s failure to comply with
the provisions of this Building Rule 15, and, at Tenant’s sole cost and expense, shall indemnify, defend and hold Owner harmless
(including reasonable legal fees and expenses) from and against any actions, claims and suits arising from such noncompliance,
utilizing counsel reasonably satisfactory to Owner,


 


Address


 


Premises


 


	TO	 	Dated                      in the year
	 	 	 
	 	 	Rent Per Year
	 	 	 
	STANDARD FORM OF	 	Rent Per Month
	 	 	 
	Office	 	Term
	 	 	From 
	Lease	 	To
	 	 	 





	The Real Estate Board of New York, Inc.	 	Drawn by	 
	Copyright 2004. All rights Reserved	 	Checked by	 
	Reproduction in whole or in part prohibited.	 	Entered by	 
	 	 	Approved by	 
	 	 	 	 


 



    	 



    	 



    

 


RIDER ANNEXED TO AND FORMING A PART OF LEASE

DATED AS OF THE 28th DAY OF SEPTEMBER, 2010, BETWEEN

509 MADISON AVENUE ASSOCIATES, L.P., AS LANDLORD, AND

TONLX PHARMACEUTICALS, INC., AS TENANT, AFFECTING A

PORTION OF THE THIRD (3RD) FLOOR KNOWN AS SUITE 306

AT 509 MADISON AVENUE. NEW YORK. NEW YORK


 


37.          Base
Rent. The annual base rent, payable in equal monthly installments, shall be as follows (herein sometimes called “Base
Rent”): One Hundred Twenty Thousand One Hundred Five and 00/100 Dollars ($120,105.00) for the period commencing on the Rent
Commencement Date (as hereinafter defined) and ending on September 30, 2011; One Hundred Twenty-Three Thousand Four Hundred Ninety-Six
and 20/100 Dollars ($123,496.20) for the period commencing on October 1, 2011 and ending on September 30, 2012; One Hundred Twenty-Six
Thousand Nine Hundred Eighty-Nine and 14/100 Dollars ($126,989.14) for the period commencing on October 1, 2012 and ending on September
30, 2013; One Hundred Thirty Thousand Five Hundred Eighty-Six and 86/100 Dollars ($130,586.86) for the period commencing on October
1, 2013 and ending on September 30, 2014; and One Hundred Thirty-Four Thousand Two Hundred Ninety-Two and 52/100 Dollars ($134,292.52)
for the period commencing on October 1, 2014 and ending on the Expiration Date.


 


38.          Rent
Commencement Date. Tenant’s obligation to pay Base Rent shall commence on the Commencement Date (the “Rent Commencement
Date”).


 


The initial installment
of Base Rent paid upon the execution hereof shall be applied as in this Article provided. If the Rent Commencement Date is not
the first day of a calendar month, the next monthly installment of Base Rent due hereunder shall be prorated to the end of the
calendar month next following the month in which said Rent Commencement Date occurred, so that subsequent monthly installments
of Base Rent will be due on the first days of calendar months throughout the term of this lease, except that the last monthly installment
will be similarly prorated.


 


Within ten (10) days of
request by either party after the Rent Commencement Date has been determined, Landlord and Tenant shall mutually execute and deliver
a supplemental agreement confirming and setting forth the Rent Commencement Date.


 


39.          Condition
of Demised Premises. Tenant acknowledges and represents to Landlord that it has thoroughly inspected and examined, or caused
to be thoroughly inspected and examined, the demised premises and that it is fully familiar with the physical condition and state
of repair thereof, and Tenant does hereby agree to accept same in its existing condition and state of repair, subject to any and
all defects therein, latent or otherwise, “AS IS”, vacant and broom clean, and Landlord shall have no obligation to
do any work or make any installation, repair or alteration of any kind to or in respect thereof, other than as expressly set forth
in this lease.


 


40.          Landlord’s
Work. Landlord agrees to do or otherwise perform that work, if any, at Landlord’s sole cost and expense, in or relating
to the demised premises (the “Landlord’s Work”) described in Exhibit B annexed hereto and made a part
hereof, and upon substantial completion of Landlord’s Work to make possession of the demised premises available to Tenant.
Landlord agrees to commence Landlord’s Work promptly subsequent to the mutual execution and delivery of this lease and to
perform such work in a good and workmanlike manner in accordance with all applicable laws, rules and regulations.


 


For purposes of this lease
“substantial completion” of Landlord’s Work shall mean Landlord’s Work then remaining to be done including
painting, if any, shall have reached that stage of completion such that Tenant could use and occupy the demised premises and operate
its business therein without substantial interference by reason of those items still required to be done to complete Landlord’s
Work. In any event, Tenant will at all times cooperate with Landlord so as not to impede Landlord’s ability to complete
Landlord’s Work as expeditiously as possible. Additionally, Tenant understands and confirms that Landlord’s Work shall
be deemed substantially completed even though certain details, adjustments or other matters which do not materially impede Tenant’s
access to the demised premises and use of the demised premises for the conduct of Tenant’s business remain to be completed.
In the event that any requests for changes and/or additions in Landlord’s Work are made by Tenant and approved by Landlord,
and such requests extend the estimated time for substantial completion of Landlord’s Work, such estimate to be reasonably
determined by Landlord or Landlord’s contractors or subcontractors hired to perform said required work, then, for the purposes
hereof, Landlord’s Work shall be deemed to have been substantially completed except for the delay caused by or in any manner
related to the requests of Tenant made as aforesaid. (Nothing in the preceding sentence shall be construed as
requiring Landlord to grant, approve or comply with any such requests for changes and/or additions).


 



    	 



    	 



    

 


41.          Maintenance
of Demised Premises. Unless expressly provided in this lease to the contrary, Landlord shall not be responsible for the
upkeep or maintenance of the demised premises or any installation therein. In no event shall Landlord be responsible for
any installation made by Tenant.


 


Should Landlord hereafter
agree, in writing or otherwise, at the request of Tenant, to do any work in or in respect of the demised premises, the same shall
be paid for by Tenant not later than ten (10) days after being billed therefor, at a rate and sum equal to the reasonable cost
to Landlord of any such work plus 5% of such cost. Any sum or charge (except Base Rent) required to be paid by Tenant under this
or any Article of this lease is and shall be deemed to be additional rent under this lease, and, if same is not paid as in this
lease provided Landlord shall have the same rights, remedies and privileges in respect of such non-payment as if Base Rent were
not paid. In performing any work hereunder, Landlord agrees to use reasonable efforts to minimize disruption to Tenant’s
business in the demised premises, provided Landlord shall not be required to use overtime or premium labor in connection therewith.


 


42.          Assignment-Sublet.
Article 11 hereof is hereby amended to add the following:


 


“Provided this lease
is then in full force and effect and Tenant is not in default thereunder after the expiration of any applicable notice or cure
periods:


 


“If Tenant desires
to assign or sublet all or any portion of the demised premises, Tenant shall promptly notify Landlord and its leasing or managing
agent for the Building of its desire to assign this lease or sublet the demised premises. Upon obtaining a proposed assignee or
sublessee upon terms satisfactory to Tenant, Tenant shall submit to Landlord in writing (a) the name of the proposed assignee or
subtenant; (b) the terms and conditions of the proposed assignment or subletting; and (c) the nature and character of the business
of the proposed assignee or subtenant and any other information reasonably requested by Landlord.


 


“Landlord shall have
the following options which may be exercised within thirty (30) days from any notice or submission by Tenant to Landlord pursuant
to the last sentence of the preceding paragraph.


 


(a)          If
Tenant desires to sublet all or substantially all of the demised premises or to assign this lease, then within thirty (30) days
after receipt of the aforesaid notice Landlord may notify Tenant in writing that Landlord elects (i) to cancel this lease, in which
event such cancellation shall become effective on the date proposed by Tenant for such subletting or assignment and this lease
shall thereupon terminate on said date with the same force and effect as if said date were the expiration date of this lease, or
(ii) require Tenant to assign this lease to Landlord effective on the date proposed by Tenant for such subletting or assignment.


 


(b)          If
Tenant desires to sublet less than all of the demised premises, then within thirty (30) days after receipt of the aforesaid notice
Landlord may notify Tenant in writing that Landlord elects to require Tenant to sublease
to Landlord as subtenant of Tenant, the portion of the demised premises that Tenant proposes to sublet for the term, and from
the commencement date of the proposed subletting. The annual rent and additional rent
which Landlord shall pay to Tenant pursuant to such sublease to Landlord shall be
a pro rata apportionment of the annual and additional rent payable hereunder
and it is hereby expressly agreed that such sublease to Landlord shall be upon all
the covenants, agreements, terms, provisions and conditions contained in this
lease except for such thereof which are inapplicable and such sublease shall give
Landlord the unqualified and unrestricted right without Tenant’s permission
to assign such sublease or any interest therein and/or to sublet the space covered by such sublease or any part or parts of such
space and to make or cause to have made or permit to be made any and all changes,
alterations, decorations, additions, and improvements in the space covered by such sublease, and that such may be removed, at
Landlord’s expense, prior to or upon the expiration or other termination of such sublease provided that any damage or injury
caused by such removal shall be repaired and Tenant shall have no responsibility to restore the demised premises to its prior
condition. Such sublease to Landlord shall also provide that the parties to such sublease expressly negate any intention that
any estate created under such sublease be merged with any other estate held by either of said parties.


 



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“In the event of
the exercise of said option under subparagraph (b) of this Article, the Base Rent and all other charges payable hereunder shall
be apportioned on a pro rata basis. In the event that Landlord fails to exercise its options under subparagraphs (a) or (b) of
this Article within said thirty (30) day period, Landlord will not unreasonably withhold its consent to the proposed assignment
or subletting which was under consideration during such thirty (30) day period, except that Landlord shall not be required to consent
to and no assignment or subletting shall be proposed by Tenant with any person, firm or entity that shall, at the time of such
proposal, or within six (6) months prior thereto, be or have been a tenant, subtenant or occupant of space at the Building or be
or have been negotiating with Landlord or its agent to become a tenant, subtenant or occupant of space thereat unless no other
comparable space in the Building is available, nor that shall be in a business not in keeping with the standards and character
of the Building, nor that in the reasonable judgment of Landlord is not financially responsible, nor that shall be a government
or governmental agency, department or affiliate thereof, nor that shall in any way be dependent upon government or donation financing
for support.


 


“As further conditions
precedent to granting consent to any proposed assignment or subletting, Landlord may require that: Tenant first agree, in a written
agreement reasonably satisfactory to Landlord’s counsel (which agreement shall be secured by a collateral assignment of any
such sublease, if applicable and/or such other security as Landlord may require) to pay monthly to Landlord, as additional rent
hereunder, an amount equal to fifty (50%) percent of all rent and/or other consideration payable by any such assignee or sublessee
to Tenant to the extent that such rent and/or other consideration exceeds, on a pro rata basis, a sum, amount or rate in excess
of the Base Rent (and additional rent) at the time payable hereunder by Tenant per square rentable foot so affected by any such
assignment or sublease; and the proposed assignment or sublease and the documentation therefor shall be otherwise reasonably acceptable
to Landlord. (In calculating additional rent that may be due Landlord under the preceding sentence, (i) Tenant shall be credited
with actual reasonable costs paid by it in connection with culminating such assignment or subletting, averaged over the remaining
term in respect of such assignment or subletting, and (ii) rent or consideration payable by any assignee or sublessee to Tenant
shall include, without limitation, sums payable to Tenant for the sale or rental of Tenant’s fixtures, leasehold improvements,
equipment, furniture or other personal property, less, in the case of the sale thereof, the then fair market value thereof.) In
connection with any such proposed assignment or subletting, Tenant and such proposed assignee or sublessee shall also provide Landlord
with such other information as it may reasonably request, including (but not limited to) a certification in affidavit form of all
rental and other consideration proposed to be paid in connection with the proposed assignment or subletting. If Tenant shall at
any time claim that Landlord unreasonably withheld its consent to a proposed assignment or subletting, that question shall be submitted
to arbitration and if Tenant prevails Landlord’s sole obligation or liability shall be to so consent thereto. Any and all
costs related to separating the demised premises to accommodate a subletting or a partial termination of this lease resulting from
Tenant’s seeking to enter into a partial subletting, including all construction costs related to modifying the demised premises,
shall be borne and paid for solely by Tenant. If Tenant is a corporation, a sale, transfer, pledge or encumbrance of a majority
of the stock of Tenant or, if Tenant is a partnership, any sale, assignment, transfer, pledge or other disposition of a controlling
interest in such partnership, shall, for the purposes hereof, be considered an assignment and shall be subject to the provisions
of this Article and Article 11 hereof.


 


“If Landlord shall
grant its consent to the proposed assignment of this lease or subletting of the demised premises, such consent and the effectiveness
of any such assignment or subletting shall nevertheless be conditioned upon Tenant complying with the following conditions:


 


(a)          An
executed duplicate original in form satisfactory to Landlord for review by Landlord’s counsel of such subleasing or assignment
agreement shall be delivered to Landlord at least five (5) business days prior to the effective date thereof.


 



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(b)          In
the event of any assignment, Tenant will deliver to Landlord at least five (5) business days prior to the effective date thereof
an assumption agreement wherein the assignee (except Landlord) agrees to assume all of the terms, covenants and conditions of this
lease to be performed by Tenant hereunder and which provides that Tenant named herein and such assignee shall after the effective
date of such assignment be jointly and severally liable for the performance of all of the terms, covenants and conditions of this
lease.


 


(c)          Each
sublease of the demised premises shall contain or shall be deemed to contain, whether or not specifically included therein, the
following provisions:


 


(i)        ‘In
the event of a default under any underlying lease of all or any portion of the premises demised hereby which results in the termination
of such lease, or if the lessor under any such underlying lease shall exercise any right to cancel or terminate such underlying
lease, the subtenant hereunder shall, at the option of the lessor under any such lease, attorn to and recognize such lessor as
Landlord hereunder and shall, promptly upon such lessor’s request, execute and deliver all instruments necessary or appropriate
to confirm such attornment and recognition. The subtenant hereunder hereby waives all rights under present or future law to elect,
by reason of the termination of such underlying lease, to terminate such sublease or surrender possession of the premises demised
hereby. If the lessor under such underlying lease does not exercise the aforesaid option, the term of this sublease shall terminate
simultaneously with the term of the underlying lease and subtenant hereby agrees to vacate the premises subleased on or before
the effective date of termination of the underlying lease.’


 


(ii)      ‘This
sublease may not be assigned or the sublet premises further sublet, in whole or in part, without the prior written consent of
the lessor under any underlying lease of all or any portion of the premises demised hereby.’


 


“If this lease is
assigned and Landlord consents to such assignment, Tenant covenants and agrees that the terms, covenants and conditions of this
lease may be changed, altered or modified in any manner whatsoever by Landlord and the assignee without the prior written consent
of Tenant and that no such change, alteration or modification shall release Tenant from the performance by it of any of the terms,
covenants and conditions on its part to be performed under this lease. Any such change, alteration or modification which would
have the effect of increasing or enlarging Tenant’s obligations or liabilities under this lease shall not, to the extent
only of such increases or enlargement, be binding upon Tenant.


 


“Tenant covenants
that notwithstanding any subletting or assignment to any other subtenant or assignee other than to Landlord and/or acceptance of
rent or additional rent by Landlord from any subtenant or assignee, Tenant shall and will remain fully liable for the payment of
the annual rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms,
provisions and conditions contained in this lease on the part of the Tenant to be performed.


 


“The consent by Landlord
to any assignment, subletting, or occupancy shall not in any wise be construed to relieve Tenant from obtaining the express consent,
in writing, of Landlord to any further assignment, subletting, sub-subletting, or occupancy in accordance herewith.


 


“Notwithstanding
anything herein to the contrary, an assignment or sublease to a Permitted Transferee (as hereinafter defined) shall be permitted
and not subject to the terms of Article 11, provided, (i) any such Permitted Transferee shall continue to use the demised premises
for the conduct of the same business as Tenant as conducting prior to such assignment or sublease, (ii) the purpose of such assignment
or sublease is not to circumvent the provisions of this Article, and (iii) any such Permitted Transferee shall have a net worth,
determined in accordance with generally accepted accounting principles, consistently applied, equal to the greater of Tenant’s
net worth on the date immediately preceding the date of such assignment or sublease. Tenant shall, within ten (10) days after execution
thereof, deliver to Landlord a duplicate original of such assignment or sublease, duly executed by Tenant and the Related Transferees.”
“Permitted Transferee” shall refer to any affiliate, parent, subsidiary, partner or joint venture entity of Tenant,
or any entity arising by virtue of merger, consolidation or other business combination with Tenant, or to any purchaser of all
or substantially all of Tenant’s stock, membership or other ownership interests or assets, or to any entity under the ownership
or control of Tenant, or any gifts, bequeaths, inheritance or otherwise between and among Tenant’s shareholders (or members
or partners, as the case may be) and their families.


 



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“If Landlord shall
decline to grant its consent to the proposed assignment of this lease or subletting of the demised premises, or if Landlord shall
exercise any of its options under subparagraph (a) or (b) of this Article, or if Landlord shall grant its consent to the proposed
assignment of this lease or subletting of the demised premises, Tenant shall indemnify and save Landlord harmless of, from and
against any and all claims (and all expenses and fees, including attorneys’ fees, related thereto) for commissions or compensation
made by any broker or entity, arising out of or relating to the proposed assignment or subletting.


 


“In any event, Tenant
agrees not to advertise or in any manner to list the demised premises, or any part thereof, for rent or assignment or subletting
without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld in the case of
a proposed advertisement which does not identify the exact Building address. Any consent granted by Landlord pursuant hereto shall
not, in any event, otherwise alter or modify the other provisions of this lease related to assignments or sublettings by Tenant.”


 


Except as specifically
set forth in this Article, nothing in this Article is intended to modify the provisions of Article 11 of this lease.


 


43.          Rent
Escalations.


 


(A)          For
the purposes of this Article, the following quoted words, terms or phrases shall have the meaning in this subdivision (A) ascribed to them:


 


(1)          “Lease
Year” shall mean the period of twelve (12) months or less commencing with the commencement date of the term of this lease
and ending on the following December 31st, and each successive period of twelve (12) months thereafter during the term, and the
final period of twelve (12) months or less commencing with January 1st immediately preceding the expiration of the term;


 


(2)          “Base
Tax Year” shall mean the real estate taxes payable with respect to the Building for the New York City fiscal year beginning
on July 1, 2011 and ending on June 30, 2012;


 


(3)          “Building”
shall mean the building in which the demised premises are located and the land upon which such building is situated;


 


(4)          “Tenant’s
Percentage” shall mean 1.76%.


 


(B)          (1)          In the event that the real estate taxes payable with respect to the Building for any fiscal tax year (July 1 through June 30),
or any portion thereof, subsequent to the Base Tax Year (the “Tax Escalation Year”) shall be greater than the amount
of such taxes due and payable during the Base Tax Year, whether by reason of an increase in either the tax rate or the assessed
valuation, or both, or by reason of the levy, assessment or imposition of any tax on real estate as such, ordinary or extraordinary,
not now levied, assessed or imposed, or for any other reason, Tenant shall pay and does covenant to pay to Landlord, within ten
(10) days of Landlord’s rendering to Tenant a statement therefor, as additional rent for the Tax Escalation Year in which
such date occurs, an amount equal to Tenant’s Percentage of the increase in the amount of such taxes over the taxes for the
Base Tax Year. Tenant shall also pay and does covenant to pay to Landlord, within ten (10) days of Landlord’s rendering to
Tenant a statement therefor, as additional rent for the Tax Escalation Year in which such date occurs, an amount equal to Tenant’s
Percentage of any assessment or installment thereof for public betterments or improvements which may be levied upon or in respect
of the Building. Landlord may take the benefit of the provisions of any statute or ordinance permitting any such assessment to
be paid over a period of time and in such event Tenant shall be obligated to pay only Tenant’s Percentage of the installments
of any such assessments which shall become due and payable during the term of this lease. Upon request, Landlord shall furnish
Tenant with a copy of the real estate tax bill for any Tax Escalation Year in which Tenant is hereunder required to pay additional
rent. If at any time during the term of this lease the method(s) of taxation prevailing at the date of execution hereof shall be
altered so that in lieu of or as an addition to or as a substitution for the whole or any part of the taxes, assessments, levies
or impositions or charges now levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed
or imposed an alternative, additional or new tax or fee, same shall be considered “real estate taxes” for the purposes
hereof and if in excess of the real estate taxes due and payable during the Base Tax Year, Tenant shall pay Tenant’s Percentage
of such excess as herein provided.



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(2)          Notwithstanding
anything in this subdivision (B) to the contrary, it is understood and agreed that if Landlord shall receive a refund of any portion
of real estate taxes in respect of which Tenant shall have paid additional rental under this subdivision (B), then and under such
circumstances and if this lease shall then be in full force and effect without default on the part of Tenant, after expiration
of any applicable notice or cure period, Tenant shall be entitled to a credit against future payments of additional rental under
this subdivision (B) in an amount equal to Tenant’s Percentage of such refund, after first deducting from such total refund
all fees, costs and expenses incurred by Landlord in collecting same. If at the expiration of the term of this lease any credit
to which Tenant might be entitled pursuant to the preceding sentence shall not have been used as a credit as in such sentence provided,
then and under such circumstances and subsequent to Tenant properly vacating the demised premises as herein provided and so long
as Tenant is not in default hereunder, after the expiration of any applicable notice or cure period, Tenant shall be entitled to
a payment equal to the amount of any such remaining credit. If the taxes for the Base Tax Year shall be reduced by certiorari proceedings
or otherwise, Landlord shall be entitled to recalculate the additional rent in respect of any fiscal tax year after the Base Tax
Year that would have been payable by Tenant hereunder in accordance with (1) of this subdivision (B) had such reduction occurred
or been known at or prior to the time additional rent for any such fiscal tax year was being originally calculated, and Tenant
agrees to pay any additional rent resulting from such recalculation.


 


(C)          If
the first or final Lease Year or a Tax Escalation Year shall contain less than twelve months, the additional rent payable under
this Article for such Lease Years or a Tax Escalation Year shall be prorated (and in determining whether any additional rent is
payable therefor, the Base Tax Year shall also be considered on a pro rata basis). Tenant’s obligation hereunder to pay additional
rent for any Lease Year or a Tax Escalation Year shall survive the expiration or termination of the term of this lease. In the
event that the additional rent to be paid by Tenant under this Article for the final Lease Year has not then as yet been determined,
Tenant covenants to pay to Landlord on the first day of the month next preceding the expiration of the term hereof, as additional
rent and on account of the additional rent required to be paid pursuant to this Article for the final Lease Year, a sum equal to
the additional rent paid or required to be paid by Tenant hereunder for the Lease Year next preceding the final Lease Year prorated
to the extent that the final Lease Year is less than a full calendar year. Upon a determination being made by Landlord of the precise
amount of additional rent required to be paid by Tenant pursuant to this Article for such final Lease Year, there shall be an adjustment
of said additional rent for said Lease Year to the extent that Tenant shall be required to pay to Landlord promptly the sum by
which said determination exceeds the prorated sum previously paid, or Landlord shall promptly refund to Tenant the sum by which
said determination is less than the prorated sum previously paid. For the non-payment of any additional rent Landlord shall have
the same remedies, rights and privileges that Landlord has for the non-payment of any Base Rent hereinbefore provided for. Receipt
and acceptance by Landlord of any installment of Base Rent provided for under this lease or any of the additional rent that may
be required to be paid by Tenant under this lease, shall not be or be deemed to be a waiver of any other additional rent or Base
Rent then due and no delay in determining or billing the amount of any additional rent due pursuant to this Article shall be or
be deemed to be a waiver of Landlord’s rights thereto.


 


(D)          In
no event shall anything contained in this Article be deemed or construed to reduce the Base Rent or additional rent provided to
be paid under any of the other terms and provisions of this lease.


 


44.          Broker.
Landlord and Tenant each represent, warrant and confirm to the other that it dealt with no broker with respect to this lease or
the demised premises other than NAI Global of New York City, Inc. (the “Broker”). Each party agrees to indemnify and
save the other harmless of, from and against any and all claims (and all expenses and fees, including attorneys’ fees, related
thereto) for commissions or compensation made by any broker or entity with whom it dealt other than the Broker arising out of or
relating to this lease, the demised premises, the Building and/or the acts of Tenant, its employees or agents. Landlord shall pay
to the Broker such commission as may be due pursuant to a separate agreement between Landlord and the Broker.


 



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45.          Maintenance
of Air-Conditioning Equipment. Notwithstanding anything contained herein to the contrary, Landlord agrees, at its sole expense,
to maintain and keep in good order, condition and repair all air-conditioning equipment currently placed within or serving the
demised premises. Anything contained in Article 29 hereof to the contrary notwithstanding, Tenant agrees to keep and cause to be
kept closed (during any periods when air-conditioning is in use) all windows in the demised premises and at all times to cooperate
fully with Landlord and otherwise to abide by all reasonable regulations and requirements which Landlord may prescribe to permit
the proper functioning and protection of the heating and air-conditioning systems (if any) of the Building.


 


46.          Electricity.
(1) Subject to the provisions of this Article, Landlord shall furnish the electric energy that Tenant shall reasonably require
for ordinary reasonable use in the demised premises on a rent inclusion basis. That is, there shall be no charge to Tenant for
such electric energy by way of measuring the same on any meter, such electric energy being included in Landlord’s services
which are covered by the Base Rent reserved hereunder. Landlord shall not be liable in any way to Tenant for any failure or defect
in the supply or character of electric energy furnished to the demised premises by reason of any requirement, act or omission
of the public utility serving the Building with electricity or for any other reason whatsoever, except the intentional misconduct
or gross negligence of Landlord. Tenant shall furnish and maintain and install all lighting tubes, lamps, starters, bulbs and
ballasts required in the demised premises, at Tenant’s expense or, at Landlord’s election, shall purchase the same
from Landlord and shall pay Landlord’s reasonable charges ten (10) days following receipt of demand therefor.


 


(2)          Tenant’s
use of and/or demand for electric energy in the demised premises shall not at any time exceed the capacity of any of the electrical
conductors and equipment in or otherwise serving the demised premises. In order to insure that such capacity is not exceeded and
to avoid possible adverse effect upon the electrical service of the Building, Tenant shall not, without Landlord’s prior
written consent in each instance, which consent shall not be unreasonably withheld or delayed, connect any additional fixtures,
appliances or equipment (other than lamps, typewriters, personal computers, telephone system, fax and photocopy machines and other
usual small business office machines having electric current requirements similar to electric typewriters and the electrical equipment
that may have been initially approved by Landlord) to the electric distribution system of the Building or make any alteration or
addition to the electric system of the demised premises. If Landlord grants such consent, all additional risers, feeders, or other
conductors or equipment required therefor shall be provided by Landlord and the reasonable cost thereof shall be paid by Tenant
upon Landlord’s demand. As a condition to granting such consent, Landlord may require Tenant to agree to an increase in the
Base Rent by an amount which will reflect the then value to Tenant of the additional service to be furnished by Landlord, that
is, the potential additional electric energy to be made available to Tenant based upon the estimated additional capacity of such
additional risers, feeders, conductors or other equipment. If Landlord and Tenant cannot mutually and reasonably agree thereon,
such amount shall be determined in accordance with the procedure set forth in Subdivision (3) of this Article. Pending the determination
of such increase Landlord, if requested by Tenant, may make such additional electrical service available to Tenant provided Tenant
agrees in writing to pay the increase in accordance with Landlord’s initial determination while such dispute is being determined.
When the amount of such increase is so determined, the parties shall execute an agreement supplementary to this lease in the form
prepared by Landlord to reflect such increase in the amount of Base Rent and the amount as determined by the procedure set forth
in said Subdivision (3), effective from the date such additional service is made available to Tenant, but such increase shall be
effective from such date even if such supplementary agreement is not executed. Landlord may withhold its consent until a written
agreement thereon is mutually and reasonably reached. Additionally, throughout the term of this lease, Landlord shall have the
right and privilege, from time to time, to survey the plans and specifications for the demised premises and the actual installations
made or utilized by Tenant therein in order to determine the nature of Tenant’s equipment and installations and the value
of the electrical service being or to be furnished to Tenant. It is agreed that on the date of execution of this lease there is
included in Base Rent the sum of SEVEN THOUSAND SIXTY-FIVE AND 00/100 ($7,065.00) DOLLARS (the “Electric Inclusion Factor”)
in respect of electrical service. Such estimate of the value of electrical service to Tenant shall be based upon total connected
load, as well as the electrical service then necessary for the operation of all lighting and other electrical equipment in the
demised premises. If any such survey shall result in a determination that the value to Tenant of the electrical service and/or
demand being furnished is or should be above that then included therefor in the Base Rent hereunder, Landlord shall notify Tenant
thereof and (unless Tenant objects thereto within ten (10) days of receipt of such notice - in which event the amount of the increase
in Base Rent shall be determined pursuant to the procedure set forth in Subdivision (3)) the Base Rent shall be appropriately increased
on an annual basis from and as of the date of any such survey. Upon request of Landlord, Tenant shall execute an agreement supplementary
to this lease confirming any increases in Base Rent pursuant hereto, but such increase shall become effective regardless of whether
any such supplementary agreement is executed.


 



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(3)          Wherever
in this Article it is provided that an amount or value shall be determined in accordance with the procedure set forth in Subdivision
(3), it is intended that the following procedure shall be followed:


 


Landlord shall select a reputable
independent electrical engineer or utility consultant at the expense of Landlord to determine the amount or value. If Tenant disagrees
with the findings of Landlord’s engineer or utility consultant, Tenant, within ten (10) days after Landlord shall have delivered
such findings to Tenant, shall have the right, at Tenant’s expense, to select a reputable independent electrical engineer
to determine the amount and such party shall make such determination within twenty (20) days after such selection. If Tenant’s
engineer disagrees with the findings of Landlord’s representative, Landlord’s representative and Tenant’s engineer
shall select a third reputable independent engineer or utility consultant, at Tenant’s and Owner’s equal expense, to
determine such amount and his determination shall be binding and conclusive upon Landlord and Tenant. If Landlord’s representative
and Tenant’s engineer cannot agree upon the selection of a third engineer or utility consultant, the amount shall be determined
by arbitration as provided for hereinafter. In all situations, however, pending the determination of such dispute, the Base Rent
and increases thereof shall be payable in accordance with Landlord’s initial determination.


 


(4)          If
at any time or times after the date of this lease the public utility rate schedule for the supply of electric current to the Building
shall be increased for whatever reason during the term of this lease, or any charges, fuel adjustments or taxes are imposed upon
Landlord in connection therewith or are increased, the Electric Inclusion Factor herein reserved shall be appropriately increased
by the same percentage as the resulting increase in Landlord’s cost of furnishing electric service to the demised premises.
When the amounts of such adjustments are so determined, Landlord and Tenant shall execute an agreement supplementary hereto as
prepared by Landlord to reflect such adjustments in the amount of the Base Rent, effective from the effective date of such increase
in the public utility rate schedule; but such adjustment shall be effective from the effective date of the change in rates or imposition
of or change in charges or taxes, as the case may be, whether or not such a supplementary agreement is executed. Notwithstanding
the foregoing, Landlord agrees that in the event the public utility rate schedule for the supply of electric current to the Building
shall increase, such increase shall be imposed on all tenants then occupying the Building.


 


(5)          Landlord
also reserves the right at any time and for any reason to discontinue furnishing electric energy to Tenant in the demised premises
upon not less than ninety (90) days’ notice to Tenant or upon such shorter notice as may be required by the public utility
serving the Building. From and after the effective date of such discontinuance, Landlord shall not be obligated to furnish electric
energy to Tenant and the Base Rent shall be reduced to exclude the amount included in the Base Rent in respect of electrical service,
but in no event shall the Base Rent be reduced by more than SEVEN THOUSAND SIXTY-FIVE AND 00/100 ($7,065.00) DOLLARS or the amount
then included in Base Rent on account of electricity (the “Electrical Inclusion Factor”). If Landlord so discontinues
furnishing electric energy to Tenant at any time during the term of this lease, then Landlord shall have the option of either:
(i) requiring Tenant to obtain electric energy directly from the public utility company furnishing electric service to the Building;
or (ii) installing submeter(s) in the demised premises at Tenant’s expense to measure Tenant’s electrical consumption.


 



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(A)          If
Landlord exercises option 5(i) above, Tenant, at Tenant’s expense, shall arrange to obtain electric energy directly from
the public utility company furnishing electric service to the Building, and the Base Rent shall be reduced by an amount equal to
the Electrical Inclusion Factor. Except in such circumstances where a discontinuance of the furnishing of electric energy results
from or relates to a default by Tenant, such electric energy may be furnished to Tenant by means of the then existing Building
system feeders, risers and wiring to the extent that the same are available, suitable and safe for such purposes. All meters and
additional panel boards, feeders, risers, wiring and other conductors and equipment which may be required to obtain electric energy
directly from such public utility company shall be installed and maintained by Tenant at its expense, provided, however, that Tenant
shall make no alterations or additions to the electrical equipment and/or appliances without the prior written consent of Landlord
in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord shall not in any wise be liable
or responsible to Tenant for any loss or damage or expense which Tenant may sustain or incur if either the quantity or character
of electric energy is changed or is no longer available or suitable for Tenant’s requirements. Tenant shall be liable for
all loss or damage sustained in connection with its supply of the electric energy.


 


(B)          If
Landlord exercises option 5(ii) above, Base Rent shall be reduced by an amount equal to the Electrical Inclusion Factor in effect
as of commencement of the operation of such submeter(s), and Tenant shall pay to Landlord, from time to time, but no more frequently
than monthly, for its consumption of electricity. A meter measuring the amount of “Usage” (as hereinafter defined)
solely to the demised premises will be furnished and installed by Landlord, at Landlord’s cost, and thereafter, maintained
by Landlord, at Tenant’s sole cost and expense. Where more than one meter measures the amount of Usage, Usage through the
meters shall be computed and billed in accordance with the provisions of this Article on a basis that will result in no greater
a charge for Usage than if a single meter was used to measure such Usage.


 


(C)          For
purposes of Section 45(5)(B):


 


1.          “Usage”
shall mean Tenant’s actual usage of electricity in the demised premises (exclusive of any electric power furnished to any
other portion of the Building, as measured by the aforesaid meter(s) for each calendar month or such other billing period as Landlord
shall determine during the Term and shall include the quantity and peak demand (kilowatt hours and kilowatts) and all applicable
taxes, surcharges, demand charges, energy charges, fuel adjustment charges, and other adjustments made from time to time by the
public utility company supplying electric current to the Building or any governmental authority having jurisdiction.


 


2.          “Landlord’s
Rate” shall mean the service classification four (SC4) (including all applicable taxes, surcharges, demand charges, energy
charges, fuel adjustment charges, and other sums payable in respect thereof) pursuant to which Landlord purchases electric current
for the Building from the public utility company supplying electric current to the Building in effect from time to time during
the Term, which shall be utilized as the rate structure for the determination of “Basic Cost” (hereinafter defined).


 


3.          “Basic
Cost” shall mean the product of (i) Usage multiplied by (ii) Landlord’s Rate.


 


4.          “Tenant’s
Cost” shall mean an amount equal to the sum of (i) the Basic Cost plus (ii) six (6%) percent of the Basic Cost for Landlord’s
overhead and expenses in connection with submetering.


 


5.          Landlord,
from time to time but not more often than monthly, shall furnish Tenant with an invoice indicating the billing period during which
the Usage was measured and the amount of Tenant’s Cost payable by Tenant to Landlord for such billing period. Each bill shall
set forth the Landlord’s Rate for such billing period (determined as set forth above) and the total number of kilowatt hours
of electricity consumed by Tenant in the demised premises during such billing period, as measured by the Tenant’s electric
meter(s). Each such bill also shall set forth separately the sales tax payable by Tenant thereunder (and Landlord shall remit to
the appropriate governmental agency, all sales tax paid by Tenant pursuant to each such bill), and shall be accompanied by a copy
of Landlord’s public utility bill which is the basis therefor. Within ten (10) days after receipt of each such invoice, Tenant
shall pay the amount of Tenant’s Cost set forth thereon to Landlord as additional rent. In addition, if any tax is imposed
upon Landlord by any municipal, state or federal agency or subdivision with respect to the purchase, sale or resale of electrical
energy supplied to Tenant hereunder, Tenant covenants and agrees that, where permitted by law, Tenant’s Proportionate Share
of such taxes shall be passed on to Tenant and included in the bill to, and paid by, Tenant to Landlord, as additional rent.


 



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(6)          Landlord
shall deliver at least four (4) watts per square foot. At no time shall Tenant’s connected electrical load in the demised
premises exceed four (4) watts per square foot. For the purposes of this subdivision (6) only, it is agreed that the demised premises
contain 2,355 square feet.


 


(7)          If
any tax is imposed upon Landlord with respect to electrical energy furnished as a service to Tenant by any Federal, State or Municipal
Authority, Tenant, unless prohibited by law or by any governmental authority having jurisdiction thereover, shall pay to Landlord,
on demand, Tenant’s pro rata share of such taxes.


 


(8)          Tenant
shall enter into such modifications of this lease as Landlord may from time to time reasonably request in connection with any requirement
of any public utility or any requirement of law pertaining to electric energy service or charges therefor.


 


47.          Landlord’s
Agent. Whenever Landlord is required or desires to send any notice or other communication to Tenant under or pursuant to this
lease, it is understood and agreed that such notice or communication, if sent by Landlord’s agent (of whose agency Landlord
shall have advised Tenant), for all purposes shall be deemed to have been sent by Landlord. Landlord hereby advises Tenant that
Landlord’s current agent is Kensico Management, Inc., 509 Madison Avenue, New York, New York 10022.


 


Tenant agrees that all
of the representations, warranties, waivers and indemnifications made in this lease by Tenant for the benefit of Landlord shall
also be deemed to inure to and be for the benefit of Landlord’s agent, its officers, directors, employees and independent
contractors.


 


48.          Tenant’s
Certificate. At any time and from time to time within ten (10) business days after written demand therefor, Tenant shall execute,
acknowledge and deliver to Landlord, without charge, a statement addressed to Landlord (and/or such other persons or parties as
Landlord shall require), certifying that to the best knowledge of Tenant, this lease is in full force and effect and is unmodified
(or, if there have been modifications, specifying same) and setting forth the dates to which the rentals and other charges payable
hereunder have been paid and stating that to Tenant’s knowledge, Landlord is not in default in the performance of any of
the covenants or agreements on its part to be performed hereunder (or, if that is not the case, specifying each particular in which
the Tenant alleges that Landlord is in default) and certifying as to such other items in respect of this lease as Landlord may
reasonably require.


 


49.          Insurance
and Indemnity. Landlord and Tenant, respectively, hereby each releases the other party (which term as used in this Article
shall include such party’s employees, agents, partners, officers, shareholders and directors) from all liability, whether
for negligence or otherwise, in connection with loss covered by any insurance policies which the releasor carries with respect
to the demised premises or the Building, as the case may be, or any interest or property therein or thereon (whether or not such
insurance is required to be carried under this lease), but only to the extent that such loss is collectible under such insurance
policies. Such release is also conditioned upon the inclusion in the applicable policy or policies of a provision whereby any such
release shall not adversely affect said policies, or prejudice any right of the releasor to recover thereunder. Each party agrees
that its insurance policies aforesaid will include such a provision so long as the same shall be obtainable without extra cost,
or if extra cost shall be charged therefor, so long as the other party shall be willing to pay such extra cost. If extra cost shall
be chargeable therefor, the holder of the policy shall advise the other party of the amount of the extra cost, and the other party
at its election may pay the same, but shall not be obligated to do so.


 



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Additionally, Tenant hereby
covenants and agrees forever to indemnify and hold Landlord harmless from and against any and all claims, actions, judgments, damages,
liabilities, losses or expenses, including reasonable attorneys’ fees, in connection with damage to property or injury or
death to persons, or any other matters, arising from or out of the use, alteration or occupation of the demised premises except
on account of Landlord’s intentional misconduct or negligence. In case Landlord shall be made a party to any litigation commenced
against Tenant, then Tenant shall protect and hold Landlord forever harmless and shall pay all costs and expenses, including reasonable
attorneys’ fees, reasonably incurred or paid by Landlord in connection with such litigation. In furtherance of Tenant’s
obligations under this Article and this lease (but not in limitation thereof) Tenant covenants and agrees, at its sole cost and
expense, to carry and maintain in force from and after the date of this lease and throughout the term hereof (i) workmen’s
compensation and other required statutory forms of insurance, in statutory limits, and (ii) comprehensive general public liability
insurance, which shall be written on an occurrence basis, naming Tenant as the insured and naming Landlord and its agent and, if
requested by Landlord in writing, the lessor under any ground or underlying lease or others having an interest in the land and/or
the Building of which the demised premises form a part, as additional insureds, in limits of not less than $5,000,000.00 for bodily
and personal injury or death to any one person and not less than $5,000,000.00 for bodily and personal injury or death in any one
occurrence, and for property damage of not less than $5,000,000.00 per occurrence, including water damage liability, protecting
the aforementioned parties from all such claims for bodily or personal injury or death or property damage occurring in or about
the demised premises and its appurtenances. All insurance required to be maintained by Tenant shall be carried with a company or
companies acceptable to Landlord licensed to do business in the State of New York, shall be written for terms of not less than
one year, and Tenant shall furnish Landlord (and any other parties required to be designated as additional insureds under any such
policies) with certificates evidencing the maintenance of such insurance and the payment of the premiums therefor, and with renewals
thereof and evidence of the payment of the premiums therefor at least ten (10) days prior to the expiration of any such policy
or policies. Such policy or policies shall also provide that it or they shall not be canceled or materially altered without giving
Landlord at least thirty (30) days’ prior written notice thereof, sent to Landlord by overnight mail at Landlord’s
address to which notices are required to be sent to Landlord hereunder. Upon Tenant’s default in obtaining or delivering
any such policy or policies or failure to pay the premiums therefor, Landlord (in addition to and not in limitation of its other
rights, remedies and privileges by reason thereof) may (but shall not be obligated to) secure or pay the premium for any such policy
or policies and charge Tenant as additional rent therefor an amount equal to 105% of Landlord’s reasonable costs therefor.


 


50.          Landlord’s
Liability. Notwithstanding anything herein or any rule of law or statute to the contrary, it is expressly understood and agreed
that to the extent that Landlord shall at any time have any liability under, pursuant to or in connection with this lease, neither
Tenant nor any officer, director, partner, associate, employee, agent, guest, licensee or invitee of Tenant (or any other party
claiming through or on behalf of Tenant) shall seek to enforce any personal or money judgment against Landlord, but shall only
pursue any such rights or remedies against Landlord’s interest in the Building or the net proceeds from the sale thereof.
In addition to and not in limitation of the foregoing provision of this Article it is agreed that, in no event and under no circumstances,
shall Landlord or any partner, officer, employee, agent or principal (disclosed or undisclosed) of Landlord have any personal liability
or monetary or other obligation of any kind under or pursuant to this lease. Any attempt by Tenant or any officer, director, partner
of Tenant (or any other party claiming through or on behalf of Tenant) to seek to enforce any such personal liability or monetary
or other obligation shall, in addition to and not in limitation of Landlord’s other rights, powers, privileges and remedies
under the terms and provisions of this lease or otherwise afforded by law in respect thereof, immediately vest Landlord with the
unconditional right and option to cancel this lease on five (5) days’ notice to Tenant.


 


51.          Additional
Re Article “7”. Anything contained in Article “7” hereof to the contrary notwithstanding, Tenant covenants
and agrees that, except as herein otherwise set forth, this lease shall not terminate upon the termination of any ground lease
or underlying lease or mortgage at any time affecting the real property of which the demised premises forms a part or any such
lease. If for any reason or cause whatsoever any such ground or underlying lease is terminated by summary dispossess proceedings
or otherwise or if such ground or underlying lease is terminated through foreclosure proceedings brought by the holder of any mortgage
to which such ground or underlying lease is subject and/or subordinate or otherwise, or if Landlord’s fee title is foreclosed
upon by the holder of any mortgage thereon, all without Tenant having been made a party in any such dispossess and/or foreclosure
proceeding, Tenant shall attorn to the lessor under such ground or underlying lease or the purchaser in any such foreclosure proceeding,
as the case may be, and this lease shall not be affected in any way whatsoever (except as herein otherwise expressly provided)
by any such proceeding or termination, and this lease shall continue in full force and effect in accordance with its terms; but
if Tenant shall be named in any such dispossess and/or foreclosure proceeding, this lease and Tenant’s estate shall be terminated
thereby.



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If such ground or underlying
lease shall terminate or any such mortgage be foreclosed, and Tenant shall attorn to the lessor under such ground or underlying
lease or the purchaser in any such foreclosure proceeding, such lessor or purchaser shall not be required to accept attornment
by Tenant unless such attornment shall be pursuant to a written agreement required by such lessor or purchaser which, among other
things, shall contain provisions to the effect that in no event shall such lessor or purchaser, as landlord, (a) be obligated to
repair, replace or restore the Building or the demised premises in the event of damage or destruction, beyond such repair, replacement
or restoration as can be reasonably accomplished from the net proceeds of insurance actually received by or made available to such
landlord, (b) be responsible for any previous act or omission of the landlord or the tenant under such ground or underlying lease
or for the return of any security deposit unless actually received by such landlord, (c) be subject to any liability or offset
accruing to Tenant against Landlord, (d) be bound by any previous modification or extension of this lease unless previously consented
to, or (e) be bound by any previous prepayment of more than one month’s rent or other charge.


 


52.          Additional
Re Article “22”. Article “22” hereof is hereby amended to add the following:


 


“If the demised premises
are not surrendered and vacated as and at the time required by this lease (time being of the essence), Tenant shall be liable to
Landlord for (a) all losses and damages which Landlord may incur or sustain by reason thereof, including, without limitation, reasonable
attorneys’ fees, and Tenant shall indemnify Landlord against all claims made by any succeeding tenants against Landlord or
otherwise arising out of or resulting from the failure of Tenant timely to surrender and vacate the demised premises in accordance
with the provisions of this lease, and (b) per diem use and occupancy in respect of the demised premises equal to one hundred fifty
percent (150%) of the Base Rent and additional rent payable hereunder for the last year of the term of this lease (which amount
Landlord and Tenant presently agree is the minimum to which Landlord would be entitled and is presently contemplated by them as
being fair and reasonable under such circumstances and not a penalty). In no event shall any provision hereof be construed as permitting
Tenant to hold over in possession of the demised premises after expiration or termination of the term hereof, and no acceptance
by Landlord of payments from Tenant after the expiration or termination of the term hereof shall be deemed to be other than on
account of the amount to be paid by Tenant in accordance with the provisions of this Article. The provisions of this Article shall
survive the expiration or termination of the term of this lease.”


 


53.          Late
Charge. If, during the term of this lease, Tenant shall fail to pay the Base Rent or additional rent or any other charge at
any time due or payable hereunder within ten (10) days after same is due and payable, Tenant agrees to pay to Landlord, as and
for a late charge by reason thereof, without further notice or demand by Landlord, a sum equal to $0.05 for every dollar thereof,
which sum shall be considered as additional rent. Nothing contained in this Article is intended to grant Tenant any extension of
time in respect of the due dates for any payments under this lease, nor shall same be construed to be a limitation of or a substitution
for any other rights, remedies and privileges of Landlord under this lease or otherwise.


 


54.          Fees
and Expenses. Whenever any default, after the expiration of any applicable notice and cure periods, request, action or inaction
by Tenant causes Landlord to engage an attorney and/or incur any other costs or expenses, Tenant agrees that it shall pay and/or
reimburse Landlord for such costs or expenses within ten (10) business days after being billed therefor as additional rent.


 



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55.          Arbitration.
In such cases where this lease expressly provides for the settlement of a dispute or question by arbitration, and only in such
cases, the same shall be settled by arbitration in the Borough of Manhattan, City and State of New York, in accordance with the
rules then obtaining of JAMS, governing commercial arbitration. In the event that JAMS shall not be then in existence, the party
desiring arbitration shall appoint a disinterested person as arbitrator on its behalf and give notice thereof to the other party
who shall, within fifteen (15) days thereafter, appoint a second disinterested person as arbitrator on its behalf and give written
notice thereof to the first party. The arbitrators thus appointed shall appoint a third disinterested person, who shall be an attorney
at law admitted to practice in the State of New York actively engaged in the practice of his or her profession for not less than
ten (10) years. If the arbitrators thus appointed shall fail to appoint such third disinterested person, then either party may,
by application to the presiding Justice, Appellate Division of the Supreme Court of the State of New York for the First Judicial
Department seek to appoint such third disinterested person. Upon such appointment, such person shall be the third arbitrator as
if appointed by the original two arbitrators. The decision of the majority of the arbitrators shall be conclusive and binding on
all parties and judgment upon the award may be entered in any court having jurisdiction. If a party who shall have the right pursuant
to the foregoing to appoint an arbitrator fails or neglects to do so, then and in such event the other party shall select the arbitrator
not so selected by the first party, and upon such selection, such arbitrator shall be deemed to have been selected by the first
party. The expenses of arbitration shall be shared equally by Landlord and Tenant, unless this lease expressly provides otherwise,
but each party shall pay and be separately responsible for its own counsel and witness fees, unless this lease expressly provides
otherwise. Landlord and Tenant agree to sign all documents and to do all other things reasonably necessary to submit any such matter
to arbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke
their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder and agree that a judgment or
order may be entered in any court of competent jurisdiction based on an arbitration award (including the granting of injunctive
relief).


 


The arbitrators shall have
the right to retain and consult experts and competent authorities skilled in the matters under arbitration, but any such consultation
shall be made in the presence of both parties, with full right on their part to cross-examine such experts and authorities. The
arbitrators shall render their decision and award not later than sixty (60) days after the appointment of the third arbitrator.
Their decision and award shall be in writing and counterpart copies thereof shall be delivered to each of the parties. In rendering
their decision and award, the arbitrators shall have no power to modify or in any manner alter or reform any of the provisions
of this lease, and the jurisdiction of the arbitrators is limited accordingly.


 


56.          Additional
Re Article “9”. Supplementing the provisions of Article “9” hereof. Landlord shall not be obligated
to commence any repairs or restorations to the demised premises as required thereunder unless and until Landlord has received the
proceeds of all fire insurance policies affecting the building of which the demised premises forms a part.


 


57.          Diagram.
Tenant acknowledges that it has been informed by Landlord that any diagram attached to this lease is solely for the purpose of
identifying the premises demised hereunder and Landlord has made no representation and is unwilling to make any representation
and nothing in this lease shall be deemed or construed to be a representation or covenant as to the dimensions of and/or the square
foot area contained in the demised premises.


 


58.          No
Attornment. All checks tendered to Landlord as and for the rent and/or additional rent required hereunder shall be deemed payments
for the account of the Tenant. Acceptance by the Landlord of rent and/or additional rent from anyone other than the Tenant shall
not be deemed to operate as an attornment to the Landlord by the payor of such rent and/or additional rent or as a consent by the
Landlord to an assignment of this lease or subletting by the Tenant of the demised premises to such payor, or as a modification
of any of the provisions of this lease.


 


59.          Liens.
Tenant shall not create or suffer to be created or to remain, and shall (within fifteen (15) days of notice of the filing or imposition
thereof) remove or discharge, by bonding or payment, any lien, encumbrance or charge upon the demised premises or the real property
of which the same forms a part caused by or in any manner related to any act or alleged act of commission or omission on the part
of Tenant, or any of its agents or contractors. Further, should any such lien be bonded and should Landlord or its agents be thereafter
named as a party to any action or proceeding in respect of such bond or claim, Tenant agrees to indemnify and save harmless Landlord
and its agents in respect thereof and to pay all reasonable costs and expenses (including legal fees) of Landlord related thereto.
Tenant agrees to surrender the demised premises free and clear of all liens, charges or encumbrances thereon of every nature and
description, and free and clear of all violations thereon placed by any governmental or quasi-governmental body, resulting from
any act of omission or commission on the part of Tenant or any of its agents or contractors, or otherwise related to Tenant’s
use or occupancy of the demised premises. Nothing in this lease contained shall be construed as constituting the consent or request
of Landlord to any contractor, laborer or materialman for the performance of any labor or services or the furnishing of any materials
for the improvement or repair of the demised premises.



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60.          Notice
of Damage. Tenant shall give prompt notice to Landlord of any fire, accident, loss or damage or dangerous or defective condition
materially affecting the demised premises or any part thereof or the fixtures or other property of Landlord therein of which Tenant
has any knowledge. Such notice shall not, however, be deemed or construed to impose upon Landlord any obligation to perform any
work to be performed by Tenant under this lease or not otherwise hereunder undertaken to be performed by Landlord.


 


61.          Building
Renovation. Tenant understands and acknowledges that Landlord may alter, restore and/or renovate the entrance lobby and/or
other portions of the Building (including, without limitation, the relocation of the entrance to the Building) and that such alterations,
restoration and/or renovation or other work in the Building may result in certain inconveniences or disturbances to Tenant and
other occupants of the Building; such renovations, however, shall not result in preventing Tenant’s reasonable access to
the demised premises. Tenant agrees that the performance of any such work shall not constitute or be deemed to be a constructive
eviction or be grounds for a termination of this lease or the terms hereof, nor shall the same in any way affect the obligations
of Tenant under this lease, including, without limitation, the obligation to pay the rents herein reserved or give Tenant the right
to claim damages or any matter or thing from Landlord or Landlord’s agent(s) or contractor(s). Landlord agrees to use its
commercially reasonable effort to minimize interference with Tenant’s business in connection with any such work; provided,
however, Landlord shall have no obligation to employ contractors or labor at overtime or other premium pay rates or incur any other
overtime costs or expenses whatsoever.


 


62.          Conditional
Limitation. In the event Tenant shall make default, after the expiration of any applicable notice or cure periods, in the payment
of the rent reserved herein, or any item of additional rent herein mentioned, or any part of either, or in making any other payment
herein required for a total of three (3) months, whether or not consecutive, in any twelve (12) month period, and Landlord shall
have served upon Tenant petitions and notices of petition to dispossess Tenant by summary proceedings in each such instance, then,
notwithstanding that such default may have been cured prior to the entry of a judgment against Tenant, any further default in the
payment of any money due Landlord hereunder shall be deemed to be deliberate and Landlord may serve a written three (3) days’
notice of cancellation of this lease upon Tenant, and upon the expiration of said three (3) days, this lease and the term thereunder
shall end and expire as fully and completely as if the expiration of such three (3) day period were the day herein definitely fixed
for the end and expiration of this lease and the term thereof, and Tenant shall then quit and surrender the demised premises to
Landlord, but Tenant shall remain liable as elsewhere provided in this lease.


 


63.          Subsidiaries
and Affiliates. So long as Tenant is not in default in any of the terms, covenants, or conditions of this lease beyond the
expiration of any applicable notice or cure periods, Tenant may, upon notice to Landlord but without the prior written consent
of Landlord, assign this lease or sublease the demised premises of any portion thereof or permit all or any portion of the demised
premises to be used by an entity which is a subsidiary or affiliate of Tenant; provided, however, such subsidiary or affiliate
shall have a net worth equal to or greater than that of Tenant. The terms “subsidiary” and “affiliate”,
as used herein, shall include any entity (i) which holds a majority of the shares of stock of all classes of Tenant; or (ii) a
majority of the shares of stock of all classes of which (if the subsidiary or affiliate is a corporation), or a majority of the
interest in the entity and control thereof (if the subsidiary or affiliate is not a corporation), shall be held by Tenant; (iii)
a majority of the shares of stock of all classes of which (if the subsidiary or affiliate is a corporation), or a majority of the
interest in the entity and control thereof (if the subsidiary or affiliate is not a corporation), shall be held by the same person,
corporation or entity which holds all of the shares of stock of all classes of Tenant; or (iv) an entity into which or with which
Tenant is merged or consolidated or which acquires substantially all the assets of Tenant or has substantially all of it assets
acquired by Tenant. If, for any reason whatsoever, such ownership is reduced to less than a majority of the interest, such reduction
shall constitute a prohibited assignment of this lease or a sublease of all or a portion of the demised premises, as the case may
be, and Tenant shall cause such subsidiary or affiliate to vacate that portion of the demised premises which it occupies simultaneously
with the occurrence of such reduction. The failure of the subsidiary or affiliate to vacate that portion of the demised premises
which it occupies shall constitute a substantial default under the terms of this lease and Landlord shall have all the rights and
remedies set forth herein in the event of a default by Tenant.


 



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64.          Modifications
Requested by Mortgagee. If any prospective mortgagee of the Building, the land thereunder or any leasehold interest in either
requires, as a condition precedent to issuing its loan, the modification of this lease in such manner as does not materially lessen
Tenant’s rights or increase its obligations hereunder, Tenant shall not withhold or delay its consent to such modification
and shall execute and deliver such confirming documents therefor as such mortgagee requires.


 


65.          Basement
Space. If any basement or sub-basement space is included in the premises demised hereunder, Tenant agrees that, notwithstanding
anything to the contrary contained in this lease, such basement or sub-basement space (i) shall not be used for any purpose other
than storage and (ii) shall not be sublet or used by anyone other than Tenant without the prior written consent of Landlord, which
consent Landlord shall have the right to withhold for any reason whatsoever.


 


66.          Building
Directory. At the written request of Tenant, Landlord shall list on the building’s directory the name of Tenant, any
trade name under which Tenant has the right to operate, any other entity permitted to occupy any portion of the demised premises
under the terms of this lease, and the officers and employees of each of the foregoing entities, provided the number of names so
listed does not exceed Tenant’s Percentage of the capacity of such directory. If requested by Tenant, Landlord may (but shall
not be required to) list the name of Tenant’s subsidiaries and affiliates; however, the listing of any name other than that
of Tenant shall neither grant such party or entity any right or interest in this lease or in the demised premises nor constitute
Landlord’s consent to any assignment or sublease to, or occupancy of the demised premises by, such party or entity.


 


67.          Miscellaneous.


 


(A)          If
at the commencement of, or at any time or times during the term of this lease, the rents reserved in this lease shall not be fully
collectible by reason of any Federal, State, County, City or other governmental law, proclamation, order or regulation, or direction
of a public officer or body pursuant to law, Tenant shall enter into such agreements and take such other steps as Landlord may
reasonably request and as may be legally permissible to permit Landlord to collect the maximum rents which may from time to time
during the continuance of such legal rent restriction be legally permissible (but not in excess of the amounts reserved therefor
under this lease). Upon termination of such legal rent restriction prior to the expiration of the term of this lease, (a) the
rents shall become and thereafter be payable thereunder in accordance with the amounts reserved in this lease for the periods
following such termination and (b) Tenant shall pay to Landlord, if legally permissible, an amount equal to (i) the rents which
would have been paid pursuant to this lease but for such legal rent restriction less (ii) the rents paid by Tenant to Landlord
during the period or periods such legal rent restriction was in effect.


 


(B)          If
at any time Tenant is other than a single, partnership, firm, corporation, individual or other entity, the act of, or notice, demand,
request or other communication from or to, or any payment or refund from or to, or signature of, any of the individuals, partnerships,
firms, corporations or other entities then constituting Tenant with respect to Tenant’s estate or interest in the demised
premises or this lease shall bind all of them as if all of them so had acted, or so had given or received such notice, demand,
request or other communication, or so had given or received such payment or refund, or had so signed, and they shall be jointly
and severally liable for the performance of Tenant’s obligations hereunder.


 


(C)          If
any provision of this lease shall be held invalid or unenforceable, such invalidity or unenforceability shall affect only such
provision and shall not in any manner affect or render invalid or unenforceable any other provision of this lease, and this lease
shall be enforced as if any such invalid or unenforceable provision were not contained herein.


 


(D)          Landlord
and Tenant hereby agree that this lease shall be governed by and construed and enforced in accordance with the internal laws of
the State of New York without giving reference to principles of conflict of laws. The state courts of the State of New York shall
have jurisdiction to hear and determine any dispute between Landlord and Tenant pertaining directly or indirectly to this lease
or any matter arising therefrom, and Tenant hereby expressly consents and submits in advance to such jurisdiction in any action
or proceeding commenced in such courts by either party hereto.



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(E)          It
is expressly noted, acknowledged and confirmed by Tenant that a breach, default or failure to observe, perform or otherwise comply
with any material obligations, covenants, conditions, rules and regulations in this lease on Tenant’s part to be observed,
performed or complied with beyond the expiration of any applicable notice and cure period shall be and be deemed to be a violation
by Tenant of a substantial obligation of the tenancy created by this lease entitling Landlord to pursue any and all rights, remedies
and privileges provided under this lease or at law or in equity, including, without limitation, the right to terminate said tenancy
and recover possession of the demised premises.


 


(F)          Supplementing
Article 3, Landlord’s consent shall not be required for minor changes to the demised premises such as painting and carpeting,
and the installation of furniture, furnishings, cabinets and shelves which are not affixed to the realty. All other renovations,
decorations, additions, installations, improvements and alterations of any kind or nature in or to the demised premises whether
performed by Tenant or by Landlord (“Tenant Changes”) shall require the prior written consent of Landlord which, in
the case of non-structural interior Tenant Changes, Landlord agrees not to unreasonably withhold, condition or delay, provided
Tenant first complies with all applicable requirements of this lease including any Workletter attached to this lease and the building
Rules and Regulations Governing Tenant Alterations (“Alterations Rules”). In granting its consent to any Tenant Changes,
Landlord may impose such conditions (including, without limitation, payment for Tenant Changes and other charges payable under
this Article, restoration or otherwise), as Landlord may reasonably require. In no event shall Landlord be required to consent
to any Tenant Changes which would affect the structure of the building, the exterior thereof, any part of the building outside
of the demised premises or the mechanical, electrical, heating, ventilation, air conditioning, sanitary, plumbing or other service
systems and facilities (including elevators) of the building, and such Tenant Changes shall be performed only by contractors designated
or approved by Landlord, which approval shall not be unreasonably withheld. Tenant shall, promptly upon demand, reimburse Landlord’s
agent for any reasonable out-of-pocket fees, expenses and other charges reasonably incurred by Landlord or its agent in connection
with the review, modification and/or approval of such plans and specifications by Landlord’s agent and other professional
consultants of Landlord. Tenant shall promptly provide such evidence as Landlord or Landlord’s agent may reasonably request
to substantiate any such costs incurred by Tenant. Tenant shall, at its sole cost and expense, in making any Tenant Changes, comply
with all requirements of the Alterations Rules.


 


(G)          Tenant
agrees that in connection with any work which may be performed by Tenant pursuant to this lease, such work shall not be performed
in a manner which would create any work stoppage, picketing, labor disruption or dispute or violate union contracts affecting the
land and/or the Building nor unreasonably interfere with the business of Landlord or any tenant or occupant of the Building.


 


(H)          If
there shall be any conflict between any provision contained in this Rider and the printed provisions of this lease, the provisions
of this Rider shall prevail.


 


68.          Binding
Clause. Neither the submission of this lease form to Tenant nor the execution of this lease by Tenant shall constitute an offer
by Landlord to Tenant to lease the space herein described as the demised premises or otherwise. This lease shall not be or become
binding upon Landlord to any extent or for any purpose unless and until it is executed by Landlord and a fully executed copy thereof
is delivered to Tenant or Tenant’s counsel.


 


69.          Security
Deposit. Article 34 hereof is hereby amended to add the following:


 


(A)          Within
thirty (30) days of the effective date of this lease, Tenant shall replace the cash Security Deposit with an irrevocable letter
of credit (the “Letter of Credit”) in the amount of the security deposit set forth in Article 34 hereof (the “Security
Deposit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan
association with offices for banking and drawing purposes in the City of New York (the “Issuing Bank”), (i)
which is acceptable to Landlord in its reasonable discretion and (ii) which is rated, without regard to qualification of such rating
by symbols such as “+” or “-” or numerical notation, “Aa” or better by Moody’s Investors
Service and “AA” or better by Standard & Poor’s Ratings Service (and is not on credit-watch with negative
implications), and has combined capital, surplus and undivided profits of not less than $1,000,000,000. Landlord hereby approves
JPMorgan Chase as an Issuing Bank. The Letter of Credit shall be substantially in the form of the letter of credit annexed hereto
as Exhibit C. or otherwise reasonably acceptable to Landlord, to be held by Landlord as security in accordance with Article
34 and this Article. Tenant shall be solely responsible for payment of any and all costs and expenses associated with the obtaining
and maintaining of the Letter of Credit.



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Tenant shall pay to Landlord,
on demand and as additional rent hereunder, all fees and charges paid by Landlord to the Issuing Bank or any portion thereof in
connection with the transfer of same to any future owner of the Building. In the event of a default by Tenant of any of the terms,
provisions and conditions of this lease beyond applicable notice and grace periods provided for herein, Landlord shall be permitted
to draw down the entire amount of the Letter of Credit or any portion thereof and apply the proceeds (or a portion thereof) in
accordance with Article 34 of this Lease and retain the balance for the Security Deposit required under Article 34.


 


(B)          If
Landlord shall apply all or any portion of the Security Deposit (whether held as cash or by way of a draw on the Letter of Credit),
then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash to bring the balance of cash held by Landlord
under Article 34 and this Article to the amount of the Security Deposit.


 


(C)          In
the event that Landlord shall, at any time, hold a cash Security Deposit for the account of Tenant, such Security Deposit shall
be placed by Landlord in an interest bearing federally insured account. Interest that may accrue thereon shall belong to Tenant,
except such portion thereof as shall be equal to one (1%) percent of such interest per annum, which such percentage shall belong
to and be the sole property of Landlord and which Landlord may withdraw from time to time and retain. The obligation to pay any
taxes, whether income or otherwise, related to or affecting any interest earned on such Security Deposit (except as to that portion
thereof which belongs to Landlord) shall be the sole responsibility of Tenant and Tenant hereby agrees to pay same and to forever
indemnify Landlord therefrom) in accordance with Article 34 of this lease and retain the balance for the deposit required under
Article 34. Landlord shall also have the right to draw down the entire amount of the Letter of Credit in the event that Landlord
receives notice that the date of expiration of the Letter of Credit will not be extended by the issuing bank and retain the balance
for the deposit required under Article 34.


 


(D)          If
the Issuing Bank that has issued the Letter of Credit is, for any reason (i) closed, (ii) declared insolvent by the FDIC, (iii)
placed in receivership by the FDIC, or (iv) placed on credit-watch with negative implications (individually or collectively, an
“Issuing Bank Default”), Landlord shall, upon five (5) business days’ notice to Tenant, have the right to require
Tenant to provide a substitute letter of credit, in the amount of the then existing Security Deposit (a “Replacement Letter
of Credit”) from a new Issuing Bank reasonably satisfactory to Landlord. The Replacement Letter of Credit must conform to
the requirements set forth herein and under the Lease. If Tenant fails to provide the Replacement Letter of Credit within such
five (5) business day period, TIME BEING OF THE ESSENCE WITH RESPECT TO SUCH DATE, Landlord may notify the Issuing Bank and thereupon
draw all of the Security Deposit represented by the Letter of Credit, and hold such proceeds in accordance with the Lease until
the Tenant provides the Replacement Letter of Credit, at which time Landlord must return such cash Security Deposit to Tenant,
and Landlord shall retain the Replacement Letter of Credit pursuant to the terms hereof.


 


70.          Office
Door Signage. Notwithstanding anything contained herein to the contrary, Tenant shall not place any sign on the exterior door
to the demised premises, other than Building standard signage, without Landlord’s prior written approval therefor, which
consent shall not be unreasonably withheld or delayed.


 


71.          Environmental
Obligations. Tenant covenants and agrees that it shall not permit any materials to be used on the demised premises in violation
of any applicable environmental law, and Tenant hereby indemnifies Landlord for any loss incurred by Landlord as a result of the
breach of the foregoing covenant and agreement. Tenant hereby agrees promptly to notify Landlord in the event that it becomes
aware of any violation of any applicable environmental law affecting the demised premises.


 



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72.          Condition
of Tenant. Tenant represents that (i) it is a corporation duly formed and validly existing in good standing under the laws
of the State of Delaware and (ii) the party executing this lease on its behalf is authorized to so execute this lease and bind
Tenant.


 


73.          Anti-Terrorism
Requirements. (A) Tenant represents and warrants that (i) 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
a “Prohibited Person”); (ii) 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 (iii) 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 paragraph or Landlord’s reliance thereon. Tenant’s obligations under this paragraph shall survive the expiration
or sooner termination of the term of this lease.


 


(B)         At any time and from
time to time during the term of this Lease but no more than one (1) time per calendar year, Tenant shall deliver to Landlord, within
twenty (20) days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable
to Landlord evidencing and confirming Tenant’s compliance with this Article.


 


74.          Rent
Concession. So long as Tenant is not then in default under any of the terms, covenants, conditions or agreements to be performed
by Tenant under this lease, after the expiration of any applicable notice or cure period, Tenant shall be entitled to a rent credit
in the amount of $9,420.00 in each of the months of November 2010, December 2010 and January 2011.  


 



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	 	LANDLORD:
	 	 
	 	509 MADISON AVENUE ASSOCIATES, L.P.
	 	c/o Kensico Properties, Inc.
	 	 
	 	By:	/s/ Alan Zimmerman
	 	 	Name: Alan Zimmerman
	 	 	Title: Secretary Kensico Management, Inc.

          General Partner
	 	 
	 	TENANT:
	 	 
	 	TONIX PHARMACEUTICALS, INC.
	 	 
	 	By:	/s/ Seth Lederman
	 	 	Name: Seth Lederman
	 	 	Title: Chairman


 



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EXHIBIT
A


 





 


Exhibit A attached hereto and forming
a part of lease dated as of the 28th day of September, 2010 between 509 Madison Avenue Associates, as Landlord, and
Tonix Pharmaceuticals, Inc., as Tenant, with respect to Suite 306 at 509 Madison Avenue, New York, New York.


 



    	 



    	 



    

 


EXHIBIT B 


 


LANDLORD’S WORK


 


Install all new Building standard insulated windows
throughout the demised premises within six (6) months of the Commencement Date, subject to delays beyond Landlord’s control.


 



    	 



    	 



    

 


EXHIBIT C-1


(Bank Letterhead)


 


[Name & Address of Landlord)


 


	 	Re:	Irrevocable Clean Letter of Credit


 


Gentlemen:


 


By order of our client, _____________________,
we hereby open our clean irrevocable Letter of Credit No. ______________ in your favor for an amount not to exceed in the aggregate
$ _____________ U.S. Dollars effective immediately.


 


Funds under this credit are available to you
against your sight draft drawn on us mentioning thereon our Credit No. _____________.


 


This Letter of Credit shall expire ________________
(  ) months from the date hereof; provided, however, that it is a condition of this Letter of Credit that it shall be deemed automatically
extended, from time to time, without amendment, for one (1) year for the expiry date hereof and from each and every future expiry
date, unless at least thirty (30) days prior to any expiry date we shall notify you by registered mail that we elect not to consider
this Letter of Credit renewed for any such additional period.


 


This Letter of Credit is
transferable and may be transferred one or more times. However, no transfer shall be effective unless advice of such transfer is
received by us in the form attached signed by you.


 


We hereby agree with you that all drafts drawn
or negotiated in compliance with the terms of this Letter of Credit will be duly and promptly honored upon presentment and delivery
of your draft to our office at _____________________ if negotiated on or prior to the expiry date as the same may from time to
time be extended.


 


Except as otherwise specified herein, this Letter
of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revisions), International Chamber of Commerce
Publications No. 600.


 


	 	Very truly yours,	 
	 	 	 
	 	[Name of Bank]	 
	 	 	 
	 	By:	 	 


 



    	 



    	 



    

 


EXHIBIT C-2


 


	RE:	Credit	 	Issued by
	 	 	 	 
	 	 	 	 


 


Gentlemen:


 


For value received, the undersigned beneficiary
irrevocably transfers to:


 





	 
	(Name and Second Beneficiary)
	 
	 
	(Address)







  


all rights of the undersigned beneficiary to
draw under the above Letter of Credit in its entirety.


 


By this transfer, all rights of the undersigned
beneficiary in such Letter of Credit are transferred to the second beneficiary and the second beneficiary shall have the sole rights
as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and
whether now existing or hereafter made. All amendments are to be advised direct to the second beneficiary without necessity of
any consent or notice of the undersigned beneficiary.


 


The advice of such Letter of Credit is returned
herewith, and we ask you to endorse the assignment on the reverse thereof and forward it direct to the second beneficiary with
your customary notice of transfer.


 


Enclosed is remittance of $100.00 in payment
of your transfer commission and in addition thereto we agree to pay you on demand any expenses which may be incurred by you in
connection with this transfer.


 


	 	Very truly yours,
	 	 
	SIGNATURE AUTHENTICATED	 
	 	 
	(Bank)	Signature of Beneficiary
	 	 
	(Authorized Signature)