CONSENT
TO SUB-SUBLEASE


AGREEMENT,
made as of July 22, 2011, among HIRO REAL ESTATE CO., having an office at 150 East 42nd Street, Mezzanine Level, New York, New
York 10017 (“Landlord”), TRUE NORTH COMMUNICATIONS INC., having an office at c/o The Interpublic Group of Companies,
Inc., 1114 Avenue of the Americas, New York, New York 10036 (“True North”), PFIZER INC., having an office at
235 East 42nd Street, New York, New York 10017-5755 (“Pfizer”), WORLD COLOR (USA) CORP. (as successor-in-interest
to QUEBECOR WORLD (USA) INC.), having an office at c/o Quad/Graphics, Inc., N63 W23075 State Hwy, 74, Sussex, WI 53089 (“World
Color”) and INTRALINKS, INC., having an office at 150 East 42nd Street, New York, New York 10017 (“Intralinks”).


True
North is the tenant under a lease dated as of February 8, 1995, (as the same has heretofore been amended or may hereafter be amended,
the “Superior Lease”), leasing space in the building known as 150 East 42nd Street, New York, New York (the
“Building”).


Pfizer
is the subtenant under a sublease dated as of January 25, 2002 (the “Sublease”), subleasing the entire 11th
floor (the “Prime Subleased Premises”) in the Building. Landlord consented to the Sublease pursuant to that
certain Consent to Sublease dated as of March 7, 2002 (the “Sublease Consent”).


World
Color is the sub-subtenant under a sub-sublease with Pfizer, dated as of January 2, 2007, as amended by a first amendment to such
sub-sublease, dated as of April 30, 2009 (collectively, the “WC Sub-Sublease”) pursuant to which World Color
sub-subleases a portion of the Prime Subleased Premises as more particularly described in the WC Sub-Sublease (the “WC
Sub-Sublet Space”). World Color’s obligations under the WC Sub-Sublease are guaranteed by Quad/Graphics Canada,
Inc., formerly known as World Color Press Inc. (as successor-in-interest to Quebecor World Inc.) pursuant to that certain Guaranty
dated as of January 2, 2007 (the “WC Guaranty”). Landlord consented to the WC Sub-Sublease pursuant to that
certain Consent to Sublease dated as of February 21, 2007, as amended by that certain Amendment to Consent to Sub-Sublease, dated
as of July 31, 2009 (collectively, the “WC Consent”). The term of the WC Sub-Sublease shall end, unless sooner
terminated, on December 11,2013.


World
Color and Intralinks have requested that Landlord, True North and Pfizer consent to the sub-sub-subletting by World Color to Intralinks,
pursuant to a sub-sub-sublease dated as of June 1, 2011, a copy of which is attached hereto as Exhibit A and made a part
hereof (the “WC/Intralinks Sublease”), of certain space described in the WC/Intralinks Sublease (the “WC/Intralinks
Sublet Space”), which WC/Intralinks Sublet Space constitutes a portion of the WC Sub-Sublet Space, for a term to commence
on the date specified therefor in the WC/Intralinks Sublease and to end, unless sooner terminated, on December 1, 2013. Quad/Graphics,
Inc. (“WC Guarantor”), which owns Quad/Graphics Canada, Inc., has agreed to assume the obligations of the guarantor
under the WC Guaranty to induce Landlord, True North and Pfizer to enter into this Agreement.



    	-1-



    	 



    

 


Landlord,
True North and Pfizer hereby consent to the sub-sub-subletting by World Color to Intralinks pursuant to the WC/Intralinks Sublease,
such consent being subject to and upon the following terms and conditions, to each of which Intralinks, World Color, Pfizer, True
North and Landlord hereby expressly agree:


1.Nothing
contained in this Agreement shall operate as a consent or approval or ratification by Landlord, True North or Pfizer to or of any
of the provisions of the WC/Intralinks Sublease or as a representation or warranty by Landlord, True North or Pfizer, or as a consent
or approval of any Alterations (as defined in the Superior Lease) to be performed by World Color or Intralinks whether or not referred
to in the WC/Intralinks Sublease (any such Alterations being subject to Landlord’s, Pfizer’s and, in specified circumstances,
True North’s consent, in each case in accordance with all of the terms and conditions of the Superior Lease, Sublease, and
WC Sub-Sublease) and, except as may be expressly provided herein, neither Landlord, True North nor Pfizer shall be bound or estopped
in any way by the provisions of the WC/Intralinks Sublease. In case of any conflict between the provisions of this Agreement and
the provisions of the WC/Intralinks Sublease, the provisions of this Agreement shall prevail unaffected by the WC/Intralinks Sublease.


2.Nothing
contained in this Agreement shall be construed to (i) modify, waive, impair or affect any of the provisions, covenants, agreements,
terms or conditions contained in the Superior Lease, Sublease, or WC Sub-Sublease (except as may be herein expressly provided),
(ii) waive any present or future breach or default under the Superior Lease, Sublease, or WC Sub-Sublease or any rights of Landlord,
True North or Pfizer against any person, firm, association or corporation liable or responsible for the performance of the Superior
Lease, Sublease, or WC Sub-Sublease, or (iii) enlarge or increase Landlord’s, True North’s or Pfizer’s obligations
or True North’s, Pfizer’s, World Color’s or Intralinks’ rights under the Superior Lease, the Sublease,
the WC Sub-Sublease or otherwise; and all provisions, covenants, agreements, terms and conditions of the Superior Lease are hereby
declared by Landlord and True North to be in full force and effect; and all provisions, covenants, agreements, terms and conditions
of the Sublease are hereby declared by True North and Pfizer to be in full force and effect and all provisions, covenants, agreements,
terms and conditions of the WC Sub-Sublease are hereby declared by Pfizer and World Color to be in full force and effect. True
North shall be and remain liable and responsible for the due keeping, and full performance and observance, of all of the provisions,
covenants, agreements, terms and conditions set forth in the Superior Lease on the part of the tenant thereunder to be kept, performed
and observed, including, without limitation, with respect to True North, the payment of the fixed rent and additional rent (as
such terms are defined in the Superior Lease), together with all other sums payable by True North under the Superior Lease; provided,
however, this sentence shall in no way be construed as releasing True North from or altering any of its obligations under
the Superior Lease. In case of any conflict between the provisions of this Agreement and the provisions of the Superior Lease,
the provisions of the Superior Lease shall prevail unaffected by this Agreement (except where this Agreement expressly provides
that the Superior Lease is modified). Pfizer shall be and remain liable and responsible for the due keeping, and full performance
and observance, of all of the provisions, covenants, agreements, terms and conditions set forth in the Sublease on the part of
the subtenant thereunder to be kept, performed and observed, including, without limitation, with respect to Pfizer, the payment
of the fixed rent and additional rent (as such terms are defined in the Sublease), together with all other sums payable by the
Pfizer under the Sublease;



    	-2-



    	 



    

 


provided,
however, this sentence shall in no way be construed as releasing Pfizer from or altering any of its obligations under the Sublease.
In case of any conflict between the provisions of this Agreement and the provisions of the Sublease, the provisions of the Sublease
shall prevail unaffected by this Agreement (except where this Agreement expressly provides that the Sublease is modified). World
Color shall be and remain liable and responsible for the due keeping and full performance and observance of all of the provisions,
covenants, agreements, terms and conditions set forth in the WC Sub-Sublease on the part of the sub-subtenant thereunder to be
kept, performed and observed, including, without limitation, with respect to World Color, the payment of the Base Rent and Additional
Rent (as such terms are defined in the WC Sub-Sublease), together with all other sums payable by World Color under the WC Sub-Sublease;
provided, however, this sentence shall in no way be construed as releasing World Color from or altering any of its
obligations under the WC Sub-Sublease. In case of any conflict between the provisions of this Agreement and the provisions of the
WC Sub-Sublease, the provisions of the WC Sub-Sublease, as between Pfizer and World Color, shall prevail unaffected by this Agreement
(except where this Agreement expressly provides that the WC Sub-Sublease is modified).


3.Landlord’s
consent under this Agreement is not assignable or transferable in connection with any further or other subletting by True North,
Pfizer, World Color or Intralinks. True North’s consent under this Agreement is not assignable or transferable in connection
with any further or other subletting by Pfizer, World Color or Intralinks. Pfizer’s consent under this Agreement is not assignable
or transferable in connection with any further or other subletting by World Color or Intralinks.


4.The
WC/Intralinks Sublease is, and shall be, subject and subordinate at all times to the Superior Lease, the Sublease, the Sublease
Consent, the WC Consent and the WC Sub-Sublease and to all of the respective provisions of the Superior Lease, the Sublease Consent,
the Sublease, the WC Consent and the WC Sub-Sublease, and True North (as applicable), Pfizer, World Color and Intralinks shall
not do, permit or suffer anything to be done in, or in connection with Intralinks’ use or occupancy of, the WC/Intralinks
Sublet Space which would violate any of said provisions.


5.Neither
the WC/Intralinks Sublease nor Landlord’s, True North’s and Pfizer’s consent under this Agreement shall release
or discharge (i) True North from any liability or obligation under the Superior Lease, Sublease, Sublease Consent or WC Consent
or (ii) Pfizer from any liability or obligation under the Sublease, Sublease Consent, WC Sub-Sublease or WC Consent or (iii) World
Color from any liability or obligation under the WC Sub-Sublease or WC Consent. True North shall remain liable and responsible
for, the full performance and observance of all of the provisions of the Superior Lease, Sublease and the Sublease Consent on the
part of True North to be performed or observed pursuant to the terms of the Superior Lease, Sublease and the Sublease Consent with
the same force and effect as though no sub-sub-sublet had been made. Pfizer shall remain liable and responsible for, the full performance
and observance of all of the provisions of the Sublease, the Sublease Consent, the WC Sub-Sublease and the WC Consent on the part
of Pfizer to be performed or observed pursuant to the terms of the Sublease, the Sublease Consent, the WC Sub-Sublease and the
WC Consent with the same force and effect as though no sub-sub-sublet had been made. World Color shall remain liable and responsible
for, the full performance of all of the provisions of the WC Sub-Sublease and the



    	-3-



    	 



    

 


WC Consent
on the part of World Color to be performed or observed pursuant to the terms of the WC Sub-Sublease and the WC Consent with the
same force and effect as though no sub-sub-sublet had been made. Any breach or violation of any provision of the Superior Lease
(whether by act or by omission) by Pfizer, World Color or Intralinks shall be deemed to be, and shall constitute, a default by
True North in fulfilling such provision (after delivery by Landlord to True North of any applicable notice of default and the expiration
of any applicable cure period), and, in such event, Landlord may exercise its rights and remedies under the Superior Lease in the
case of such a default. Any breach or violation of any provision of the Sublease (whether by act or by omission) by World Color
or Intralinks shall be deemed to be, and shall constitute, a default by Pfizer in fulfilling such provision (after delivery by
True North to Pfizer of any applicable notice of default and the expiration of any applicable cure period), and, in such event,
True North may exercise its rights and remedies under the Sublease in the case of such a default. Any breach or violation of any
provision of the WC Sub-Sublease (whether by act or by omission) by Intralinks shall be deemed to be, and shall constitute, a default
by World Color in fulfilling such provision (subject to any applicable notice and cure period), and, in such event, Pfizer may
exercise its rights and remedies under the WC Sub-Sublease in the case of such a default.


6.Landlord’s,
True North’s and Pfizer’s consent under this Agreement is not, and shall not be construed as, a consent by Landlord,
True North or Pfizer to any assignment, reassignment, further or other subletting, or other transfer by True North, Pfizer, World
Color or Intralinks. The WC/Intralinks Sublease shall not be assigned, reassigned, transferred, surrendered (except in connection
with a termination pursuant to Paragraph 20 hereof), renewed or extended, nor shall Intralinks sublease all or any part of the
WC/Intralinks Sublet Space, without the prior written consent of Landlord, True North, Pfizer and World Color thereto in each
instance. In the event that the WC/Intralinks Sublease is assigned, Intralinks and all future tenants under the WC/Intralinks
Sublease shall be jointly and severally liable for the full performance of the terms and conditions of this Agreement. If the
lessee under the WC/Intralinks Sublease (the “Lessee”) is a corporation, partnership, limited liability company
or other entity, the prohibition on assigning the WC/Intralinks Sublease shall be deemed breached if there occurs (i) a transfer
of any stock of, partnership interest of, membership interest in, or other beneficial ownership interest in, such Lessee (however
accomplished, whether in a single transaction or in a series of related or unrelated transactions); (ii) a transfer by operation
of law or otherwise, of such Lessee’s interest in the WC/Intralinks Sublease; and/or (iii) any increase in the amount of
issued and/or outstanding shares of capital stock of Lessee (or partnership interests of, or membership interests in, Lessee)
and/or the creation of one or more additional classes of capital stock of Lessee (or partnership interests of, or membership interests
in, Lessee) (however accomplished, whether in a single transaction or in a series of related or unrelated transactions), with
the result that (1) at least 51% of the beneficial and record ownership in and to Lessee shall no longer be held by the beneficial
and record owners of the capital stock of Lessee (or partnership interests in the case of a partnership, or membership interests
in the case of a limited liability company) as of the date Lessee executed the WC/Intralinks Sublease or (2) there shall be a
change in Control of Lessee. “Control” (and with correlative meaning, “controlled by” and “under
common control with”) means the power and authority to direct the business and affairs of the entity in question, whether
through the ownership of securities, by contract or otherwise. Notwithstanding the foregoing, if Lessee is a law firm, a transfer
of partnership interests therein pursuant to the addition of new partners or the withdrawal of existing partners (but excluding
the



    	-4-



    	 



    

 


merger of such
law firm into another law firm, which shall be subject to the provisions of this Paragraph 6, provided that none of Landlord, True
North, Pfizer nor World Color will unreasonably withhold or delay its consent to such merger) shall not be prohibited by or subject
to the provisions of the immediately preceding two sentences.


7.Subject
to all of the provisions, covenants, agreements, terms and conditions of the Superior Lease, the Sublease Consent, the Sublease,
the WC Consent and the WC Sub- Sublease, the WC/Intralinks Sublet Space shall be used solely as specified in Article 2 of the Superior
Lease and for no other purpose.


8.In
addition to the obligations set forth in Paragraph 2 hereof, and in no way limiting the same, True North, Pfizer, World Color and
Intralinks shall be jointly and severally liable to Landlord for all bills rendered by Landlord for charges incurred by or imposed
upon Intralinks for services rendered and materials supplied to the WC/Intralinks Sublet Space by Landlord requested by or on behalf
of Intralinks. In no way limiting the preceding sentence, if True North pays any such bills for services and materials supplied
by Landlord to the WC/Intralinks Sublet Space, Pfizer, World Color and Intralinks shall be jointly and severally liable to True
North for the payment of such amounts; and if Pfizer pays any such bills for services and materials supplied by Landlord to the
WC/Intralinks Sublet Space, World Color and Intralinks shall be jointly and severally liable to Pfizer for the payment of such
amounts. Nothing in this Paragraph 8 shall require Landlord, True North or Pfizer to respond to, or comply with, any requests for
services or materials made by World Color and/or Intralinks. Landlord’s decision with respect to any such request shall be
in its sole discretion. The preceding two sentences do not negate in any way the obligation of Landlord to furnish services to
True North with respect to the WC/Intralinks Sublet Space pursuant to the Superior Lease.


9.(a)World
Color and Intralinks represent and warrant to Landlord, True North and Pfizer that the copy of the WC/Intralinks Sublease attached
hereto is a true and correct copy thereof and that the WC/Intralinks Sublease has not been amended, changed, supplemented or modified.
Notwithstanding anything to the contrary contained in the Superior Lease, the Sublease, the WC Sub-Sublease or the WC/Intralinks
Sublease, World Color and Intralinks shall not, without the prior written consent of Landlord, True North and Pfizer in each instance,
amend, change, modify or terminate (except as a result of a default or as provided in Paragraph 20 hereof) the WC/Intralinks Sublease.


(b)World
Color and Intralinks each represents and warrants to Landlord, True North and Pfizer that (i) the information supplied to Landlord,
True North and Pfizer by each of World Color and Intralinks in connection with obtaining Landlord’s, True North’s and
Pfizer’s consent pursuant to this Agreement (including, without limitation, all summaries, financial statements, notices,
and other documents) is true and complete in all material respects, except that World Color makes no representation or warranty
concerning the accuracy of any financial information provided by Intralinks, (ii) no consideration has been or will be paid by
Intralinks for or in connection with the WC/Intralinks Sublease or the sale of any furniture, furnishings, fixtures or improvements
in the WC/Intralinks Sublet Space that has not been disclosed in the WC/Intralinks Sublease (iii) there is no Profit (as such term
is defined in Section 7.09 of the Superior Lease) resulting from the WC/Intralinks Sublease and no amount payable under Paragraph
13(e) of the WC Sub-Sublease, except that Intralinks makes no representation



    	-5-



    	 



    

 


as to whether
there is any such Profit under the Superior Lease and (iv) other than the WC/Intralinks Sublease, there are no other agreements
(written or oral) between them relating to the WC/Intralinks Sublease, or the use or occupancy of the WC/Intralinks Sublet Space
or the furniture, furnishings, fixtures, or improvements therein. Notwithstanding the representation contained in clause (iii)
above, (A) Landlord retains the right to conduct an audit to determine whether or not any such Profit shall, in fact, exist and
True North, Pfizer, World Color and Intralinks shall reasonably cooperate with Landlord in connection therewith (including, without
limitation, providing such documentation relating thereto as may be in its possession or control); (B) True North retains the right
to conduct an audit to determine whether or not any such Profit shall, in fact, exist and Pfizer, World Color and Intralinks shall
reasonably cooperate with True North in connection therewith (including, without limitation, providing such documentation relating
thereto as may be in its possession or control); and (C) Pfizer has the right to conduct an audit to determine whether or not any
amounts are payable to Pfizer pursuant to Paragraph 13(e) of the WC Sub-Sublease and World Color and Intralinks shall reasonably
cooperate with Pfizer in connection therewith (including, without limitation, providing such documentation relating thereto as
may be in its possession or control).


(c)The
representations and warranties contained in Paragraphs 9(a), 9(b)(ii), 9(b)(iii) and 9(b)(iv) shall be deemed incorporated in the
Superior Lease, Sublease, WC Sub-Sublease and the WC/Intralinks Sublease and the inaccuracy of any of such representations and
warranties shall constitute a default under the Superior Lease, Sublease, WC Sub-Sublease and the WC/Intralinks Sublease entitling
Landlord, True North and/or Pfizer to exercise any or all of the remedies for default provided therein or otherwise available at
law or in equity.


(d)The
inaccuracy of any representations and warranties contained in Paragraph 9(b)(i) shall entitle Landlord, True North and/or Pfizer
to withdraw their consent to the WC/Intralinks Sublease, in which event the term of the WC/Intralinks Sublease shall end and expire
on the date notice of such withdrawal is given to WC and Intralinks by Landlord, Pfizer or True North (as the case may be) as fully
and completely as if such date were the stated expiration date of the WC/Intralinks Sublease and Intralinks shall thereupon surrender
and vacate the WC/Intralinks Sublet Space. World Color and Intralinks hereby agree that the WC/Intralinks Sublease is modified
to include this provision.


10.Upon
the expiration or termination of the term of the Superior Lease, Sublease and/or the WC Sub-Sublease during the term of the WC/Intralinks
Sublease by reason of condemnation or eminent domain or destruction by fire or other cause, or if the Superior Lease, Sublease
or WC Sub-Sublease expires or is terminated for any other reason or is surrendered by True North to Landlord or Pfizer to True
North or World Color to Pfizer, then, the WC/Intralinks Sublease and its term shall expire and come to an end as of the effective
date of such expiration, termination or surrender and Intralinks shall vacate the WC/Intralinks Sublet Space on or before such
date. If Intralinks does not so vacate, Landlord, True North and Pfizer shall be entitled to all of the rights and remedies available
to a landlord against a tenant holding over after the expiration of a term.


11.Any
breach or violation of any provision of this Agreement by True North, Pfizer, World Color or Intralinks shall be deemed to be and
shall constitute a default (after the giving of any applicable notice and the expiration of any applicable cure period) by (i)
True



    	-6-



    	 



    

 


North in fulfilling
the provisions of the Superior Lease, (ii) Pfizer in fulfilling the provisions of the Sublease, (iii) World Color in fulfilling
the provisions of the WC Sub-Sublease and (iii) Intralinks in fulfilling the provisions of the WC/Intralinks Sublease, and, in
such event, Landlord, True North, Pfizer and World Color may exercise their respective rights and remedies under the Superior Lease,
the Sublease, the WC Sub-Sublease and the WC/Intralinks Sublease, as applicable, in the case of such a default.


12.In
the event that True North shall be in default under the Superior Lease beyond the expiration of applicable notice and cure periods
under the Superior Lease (if any) and at such time True North is entitled to receive payments directly from Intralinks, and Landlord
gives notice of any such default to Intralinks (which Landlord shall have no obligation to give), then, from the date upon which
Landlord gives such notice to Intralinks until such time as Landlord rescinds said notice, Intralinks shall make all payments of
fixed rent and additional rent/charges due under the WC/Intralinks Sublease directly to Landlord by unendorsed check made payable
solely to Landlord at the address designated by Landlord in said notice. In the event that Pfizer shall be in default under the
Sublease beyond the expiration of applicable notice and cure periods under the Sublease (if any) and at such time Pfizer is entitled
to receive payments directly from Intralinks, and True North gives notice of any such default to Intralinks (which True North shall
have no obligation to give), then, from the date upon which True North gives such notice to Intralinks until such time as True
North rescinds said notice, Intralinks shall make all payments of fixed rent and additional rent/charges due under the WC/Intralinks
Sublease directly to True North by unendorsed check made payable solely to True North at the address designated by True North in
said notice; provided, however, that in the event Landlord and True North each sends a notice to Intralinks as described in the
first and second sentences of this Paragraph 12, any such notice sent by True North shall be null and void and of no force and
effect and Intralinks shall comply with the provisions of the first sentence of this Paragraph 12. In the event that World Color
shall be in default in payment of rent under the WC Sub-Sublease and at such time Pfizer is entitled to receive payments directly
from Intralinks as provided in Paragraph 13 of the WC Sub-Sublease and gives notice of any such default to Intralinks (which Pfizer
shall have no obligation to give), then, from the date upon which Pfizer gives such notice to Intralinks until such time as Pfizer
rescinds said notice, Intralinks shall make all payments of fixed rent and additional rent/charges due under the WC/Intralinks
Sublease directly to Pfizer by unendorsed check made payable solely to Pfizer at the address designated by Pfizer in said notice;
provided that if Pfizer is in default of its obligation to pay rent, additional rent and/or charges to True North pursuant to the
Sublease or of its obligation to pay rent, additional rent and/or charges to Landlord pursuant to the Sublease Consent, Pfizer
shall not be entitled to such payments from Intralinks and if either Landlord or True North gives Intralinks notice that Pfizer
is in default of such obligations to Landlord and/or True North, Intralinks shall not make such payments to Pfizer and the first
two sentences of this paragraph shall govern the rights of the parties, as applicable. Any such payments shall be credited, upon
collection only, by (a) with respect to the occurrence of the events described in the first sentence of this Paragraph 12, Landlord,
True North, and Pfizer against any fixed rent and additional rent due Landlord, True North and Pfizer by True North, Pfizer and
World Color, respectively, under the Superior Lease, Sublease and WC Sub-Sublease, respectively, in such manner and in such order
as Landlord, True North and Pfizer, respectively may elect, in its sole discretion, (b) with respect to the occurrence of the events
described in the second sentence of this Paragraph 12, True North and Pfizer against any fixed rent and additional rent due True
North and Pfizer by Pfizer and World



    	-7-



    	 



    

 


Color, respectively,
under the Sublease and WC-Sub-Sublease, and (c) with respect to the occurrence of the events described in the third sentence of
this Paragraph 12, Pfizer against any sums due Pfizer by World Color under the WC Sub-Sublease. True North, Pfizer and World Color
hereby authorize payment by Intralinks to Landlord pursuant to this Paragraph 12. Pfizer and World Color hereby authorize payment
by Intralinks to True North pursuant to this Paragraph 12. World Color hereby authorizes payment by Intralinks to Pfizer pursuant
to this Paragraph 12. Landlord, True North or Pfizer (as the case may be) may exercise its rights under this Paragraph 12 on one
or more occasions, and from time to time, as often as Landlord, True North or Pfizer (as the case may be) desires, and (1) the
rights granted to Landlord hereunder shall apply in each event of default by True North under the Superior Lease (after the giving
of any applicable notice and expiration of any applicable cure period), (2) the rights granted to True North hereunder shall apply
in each event of default by Pfizer under the Sublease (after the giving of any applicable notice and expiration of any applicable
cure period), and (3) the rights granted to Pfizer hereunder shall apply in each event of default by World Color under the WC Sub-Sublease.
This Paragraph 12 shall in no event limit or impair other rights and remedies which may be available to (i) Landlord as a result
of any such default by True North and/or (ii) True North as a result of any such default by Pfizer and/or (iii) Pfizer as a result
of any such default by World Color. The acceptance of any such payments from Intralinks shall not be deemed an acceptance of Intralinks
as tenant under the Superior Lease, Intralinks as subtenant under the Sublease, or Intralinks as sub-subtenant under the WC Sub-Sublease
(as the case may be), or an attornment to Landlord, True North or Pfizer (as the case may be) under the WC/Intralinks Sublease,
nor shall it release True North, Pfizer or World Color from any of their respective obligations under the Superior Lease or Sublease,
or WC Sub-Sublease, as applicable.


13.All
notices, consents, demands and other communications from one party to the other (each, a “Notice”) that are
given pursuant to the terms of this Agreement shall be in writing and shall be sent by (a) personal delivery, (b) the United States
mail, certified or registered, return receipt requested, postage prepaid, or (c) via nationally recognized overnight courier,
in each case addressed to the party to be notified as follows:


If to Landlord:


 


Hiro Real
Estate Co.


150 East 42nd
Street, Mezzanine Level


New York,
New York 10017


Attn.: President


 


 


with copies
being simultaneously delivered to:


 


Hiro Real
Estate Co.


150 East 42nd
Street, Mezzanine Level


New York,
New York 10017


Attn.: Mr.
Daniel J. Immordino, Controller


 


CB Richard
Ellis, Inc.


150 East 42nd
Street


 



    	-8-



    	 



    

 


Building Management
Office


New York,
New York 10017


Attn.: Mr.
Walter Maher, Building Manager


 


CB Richard
Ellis, Inc.


200 Park Avenue


New York,
New York 10166


Attn.: Mr.
Scott Gottlieb


 


Fried, Frank,
Harris, Shriver & Jacobson LLP


One New York
Plaza


New York,
New York 10004


Attn.: Ross
Z. Silver, Esq.


 


If to True
North:


 


True North
Communications


13801 FNB
Parkway


Omaha, NE
68154


Attn: Kent
Svoda


 


The Interpublic
Group of Companies, Inc.


1114 Avenue
of the Americas – 19th Floor


New York,
New York 10036


Attn: General
Counsel


 


If to Pfizer:


 


Pfizer Inc.


235 East 42nd
Street


New York,
NY 10017


Attn: Gordon
Hurrell


 


with a copy
being simultaneously delivered to:


 


Pfizer Inc.


150 East 42nd
Street


New York,
NY 10017


Attn: Margaret
Caron


 


Pfizer Inc.


235 East 42nd
Street


New York,
NY 10017


Attn: William
C. Longa, Esq.



    	-9-



    	 



    

 


If to World
Color:


World Color
(USA) Corp.


c/o Quad Graphics,
Inc.


N63 W23075
State Hwy, 74


Sussex, WI
53089


Attn: Nathan
Ganfield, Director,


Corporate
Legal and Real Estate


 


With Copy
to:


Godfrey &
Kahn, S.C.


780 North
Water Street


Milwaukee,
WI 53202


Attn: Rebecca
K. Hamrin


 


If to Intralinks:


 


Intralinks,
Inc.


150 East 42nd
Street


8th Floor


New York,
New York 10017


Attn.: General
Counsel


 


With Copy
to:


McCarter &
English, LLP


245 Park Avenue,
27th Floor


New York,
New York 10167


Attn: David
Richards


Any party may
from time to time designate a different (or additional) address(es) for Notices by at least five (5) days prior Notice to the other
parties given in accordance with the requirements of this Paragraph 13. Notices from Landlord may be given by Landlord’s
managing agent, if any, and Notices from any party may be given by such party’s attorney. Notwithstanding the foregoing,
notices given by Landlord to True North, and by True North to Landlord, shall be given in the manner provided in the Superior Lease.
Each Notice shall be deemed to have been given on the date such Notice is actually received as evidenced by a written receipt therefor
from the personal delivery service, United States Postal Service, or national courier service, as applicable, and in the event
of failure to deliver by reason of changed address of which no Notice was given or refusal to accept delivery, as of the date of
such failure or refusal as evidenced by a written receipt therefore from the personal delivery service, United States Postal Service,
or national courier service, as applicable.


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


15.This
Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof. This Agreement may not
be changed, modified, terminated



    	-10-



    	 



    

 


or discharged
unless such change, modification, termination or discharge is in writing and signed by Landlord and by each of the other parties
against whom such change, modification, termination or discharge is sought to be enforced.


16.Each
right and remedy of Landlord, True North and Pfizer provided for in this Agreement, the Superior Lease, the Sublease, the Sublease
Consent, the WC Sub-Sublease and the WC Consent shall be cumulative and shall be in addition to every other right and remedy provided
for therein or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise
by Landlord, True North and/or Pfizer of any one or more of the rights or remedies so provided for or existing shall not preclude
the simultaneous or later exercise by Landlord, True North and Pfizer of any or all other rights or remedies so provided for or
so existing.


17.If
any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.


18.(a)
World Color covenants to deliver to Landlord, contemporaneously with the delivery of this Agreement to Landlord, a check or checks,
subject to collection, made payable to the order of Landlord and/or Landlord’s counsel, as directed by Landlord, in a sum
equal to all costs and legal fees incurred by Landlord in connection with the granting of Landlord’s consent pursuant to
this Agreement.


(b)World
Color covenants to deliver to True North, contemporaneously with the delivery of this Agreement to True North, a check or checks,
subject to collection, made payable to the order of True North and/or True North’s counsel, as directed by True North, in
a sum equal to all costs and legal fees incurred by True North in connection with the granting of True North’s consent pursuant
to this Agreement.


(c)World
Color covenants to deliver to Pfizer, contemporaneously with the delivery of this Agreement to Pfizer, a check or checks, subject
to collection, made payable to the order of Pfizer and/or Pfizer’s counsel, as directed by Pfizer, in a sum equal to all
costs and legal fees incurred by Pfizer in connection with the granting of Pfizer’s consent pursuant to this Agreement.


19.World
Color and Intralinks each, jointly and severally (i) represents and warrants to Landlord, True North and Pfizer that no broker,
finder or similar person was involved in the granting of Landlord’s, True North’s and Pfizer’s consent pursuant
to this Agreement or the execution of the WC/Intralinks Sublease (or the transactions contemplated thereby) other than Cushman
& Wakefield, Inc. and Jones Lang LaSalle (“Broker”) and (ii) agrees to defend, indemnify and hold harmless Landlord,
True North and Pfizer from and against any and all (a) claims of and liabilities to any broker(s), finder(s) and/or any other person(s)
(including, without limitation, Broker) for the payment of any fees, commissions or other sums alleged to be due as a result of
the granting of Landlord’s, True North’s and Pfizer’s consent pursuant to this Agreement and/or the execution
of the WC/Intralinks Sublease (or the transactions contemplated thereby), and (b) loss, cost, liability, expense or damage suffered
by Landlord, True North and/or Pfizer (including, without limitation, reasonable attorneys’ fees,



    	-11-



    	 



    

 


court costs
and disbursements) arising from, relating to or in connection with any breach of the representation and warranty contained in clause
(i) above or any such claims and liabilities described in clause (ii). The provisions of this Paragraph 19 shall survive the termination
of the WC/Intralinks Sublease.


20.Notwithstanding
anything to the contrary contained in this Agreement, the WC/Intralinks Sublease may be terminated without the consent of Landlord,
True North or Pfizer, whether by reason of default or by agreement of the parties to the WC/Intralinks Sublease. Landlord’s,
True North’s and Pfizer’s consent shall not be required with respect to the execution and delivery of a commencement
date agreement with respect to the WC/Intralinks Sublease, provided that the date set out as the commencement date occurs after
the date of execution and delivery of this Agreement.


21.This
Agreement shall inure to the benefit of and be binding upon Intralinks, World Color, WC Guarantor, Pfizer and True North and their
respective permitted successors or assignees and shall inure to the benefit of and be binding upon Landlord and its successors
and assigns, including any subsequent purchaser of the Building.


22.World
Color shall send to Landlord, True North and Pfizer copies of all notices given by World Color to Intralinks pursuant to the WC/Intralinks
Sublease (other than routine administrative notices and invoices) in the manner provided under Paragraph 13 of this Agreement.


23.This
Agreement shall not be effective until executed by each of Landlord, True North, Pfizer, World Color and Intralinks and a fully-executed
original counterpart thereof is delivered unconditionally to each of the parties hereto. This Agreement may be executed in multiple
counterparts.


24.By
its execution hereof, WC Guarantor hereby: (i) ratifies and confirms the WC Consent, (ii) agrees that it shall be, jointly and
severally liable with World Color for all of World Color’s representations, warranties, indemnities, covenants, liabilities
and other obligations under the WC Consent and this Agreement and (iii) ratifies and confirms the WC Guaranty, assumes all of the
obligations of the Guarantor under the WC Guaranty, and agrees that the WC Guaranty remains unmodified and binds the WC Guarantor
and that WC Guarantor shall be liable for all of the Guarantor’s obligations under the WC Guaranty.


[Signature Pages
to Follow]



    	-12-



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have duly executed this Agreement as of the date set forth at the outset of this Agreement.


 


LANDLORD:


 


HIRO REAL ESTATE CO.


 


By:  Hiro Enterprise,
U.S.A., Inc., partner


 


 


By:  /s/ Yoshiki
Fujishiro


Name: Yoshiki Fujishiro


Title: President


 


 


TRUE NORTH:


 


TRUE NORTH COMMUNICATIONS INC.


 


 


By:  /s/ John Gilliam


Name: John Gilliam


Title: Vice President


 


 


PFIZER:


 


PFIZER INC.


 


 


By:  /s/ Sanjiv Awasthi


Name: Sanjiv Awasthi


Title:


 


 


[Signatures Continue
on Following Page]



    	-13-



    	 



    

 


WORLD COLOR:


 


WORLD COLOR (USA) CORP


 


 


 


By:  /s/ Andrew R.
Schiese


Name: Andrew R. Schiese


Title: Secretary


 


 


INTRALINKS:


 


INTRALINKS, INC.


 


 


By:  /s/ David Curran


Name: David Curran


Title: EVP, Business & Legal
Affairs


 


 


GUARANTOR:


 


QUAD/GRAPHICS, INC.


 


 


By:  /s/ Andrew R.
Schiese


Name: Andrew R. Schiese


Title: VP, General Counsel &
Secretary



    	-14-



    	 



    

 


EXHIBIT A


 


WC/Intralinks Sublease


 


 


 


 


 



    	 



    	 



    

 


SUBLEASE


 


dated as of


 


June 1, 2011


 


between


 


WORLD COLOR (USA) CORP.,


as successor-in-interest
to Quebecor World (USA) Inc.,


as Sublandlord


 


and


 


INTRALINKS, INC., as
Subtenant


 


for certain premises
located at


 


150 East 42nd
Street


New York, NY



    	 



    	 



    

 


Table of
Contents


 


	1	Definitions and Basic Terms	1
	2	Demise; Term	3
	3	Rents	5
	4	Condition of the Premises	6
	5	Subordination and Incorporation	6
	6	Insurance and Indemnification	10
	7	Covenant of Quiet Enjoyment	11
	8	Assignment and Sub-subletting	11
	9	Utilities	12
	10	Alterations	12
	11	Security Deposit	13
	12	Notices	13
	13	Brokers	14
	14	Required Consents	14
	15	Personal Property	15
	16	Signage	15
	17	Miscellaneous	15
	 	 	 
	List of Exhibits	 
	 	 	 
	A	Premises	 
	B	Prime Lease	 
	C	Personal Property	 



    	 



    	 



    

SUBLEASE


dated
as of the Sublease Date between Sublandlord and Subtenant (“Sublease”)


WITNESSETH:


WHEREAS
Sublandlord is the sub-subtenant of the Premises located in the Building; and


WHEREAS
Sublandlord desires to sub-sub-sublease to Subtenant, and Subtenant desires to sub-sub-sublease from Sublandlord, the Premises
on the terms and conditions contained herein;


NOW,
THEREFORE, in consideration of the mutual covenants herein contained, Sublandlord and Subtenant agree as follows:


		1.	Definitions and Basic Terms



Set forth
below are certain definitions and basic terms of this Sublease. Each capitalized term used herein and not defined herein shall
have the meaning ascribed to such term in the Prime Lease, the True North Lease or the Hiro Lease, accordingly.


	 	1.1.	Sublease Date:	June 1, 2011.
	 	 	 	 	 
	 	1.2.	Sublandlord:	World Color (USA) Corp., a Delaware corporation, as successor-in-interest to Quebecor World (USA) Inc.
	 	 	 	 	 
	 	1.3.	Subtenant:	IntraLinks, Inc., a Delaware corporation.
	 	 	 	 	 
	 	1.4.	Building:	The building located at 150 East 42nd Street, New York, New York.
	 	 	 	 	 
	 	1.5.	Premises:	A portion of the 11th Floor of the Building as more particularly depicted on Exhibit A attached hereto and incorporated herein and consisting of approximately 23,528 rentable square feet.
	 	 	 	 	 
	 	1.6.	Expiration Date:	11:00 P.M., December 1, 2013. 
	 	 	 	 	 
	 	1.7.	Sublease Rental Rate:	Period	Monthly Installments of Rent
	 	 	 	Commencement Date through the fourth month of the Term	$19,000.00
	 	 	 	Fifth month of the Term through Expiration Date	$47,056.00 ($24.00 per rentable square foot) (subject to abatement in Sec. 3.8)
	 	 	 	 	 
	 	1.8.	Security Deposit:	$47,056.00.	 



    	1



    	 



    

 


	 	1.9.	Sublease:	This Sublease, including the Incorporated Provisions as incorporated herein. The terms “herein,” “hereunder”, etc., refer to this Sublease, including the Incorporated Provisions as incorporated herein.
	 	 	 	 
	 	1.10.	Broker:	Jones Lang LaSalle Americas, Inc. and CB Richard Ellis
	 	 	 	 
	 	1.11.	Hiro:	Hiro Real Estate Co., a New York partnership, or its successor-in-interest.
	 	 	 	 
	 	1.12.	True North:	True North Communications, Inc., a Delaware corporation, or its successor-in-interest.
	 	 	 	 
	 	1.13.	Pfizer:	Pfizer Inc., a Delaware corporation, or its successor-in-interest.
	 	 	 	 
	 	1.14.	Hiro Lease:	Lease dated as of February 8, 1995, between Hiro, as landlord, and True North, as tenant, as amended from time to time.
	 	 	 	 
	 	1.15.	True North Lease:	Sublease dated as of January 25, 2002, between True North, as sublandlord, and Pfizer, as subtenant, as amended from time to time.
	 	 	 	 
	 	1.16.	Prime Lease:	Sublease dated as of January 2,
    2007, between Pfizer, as sub-sublandlord, and Sublandlord, as sub-subtenant, as amended by the Commencement Date Agreement,
    the First Amendment to Sublease dated as of April 30, 2009, Consent to Sub-Sublease dated as of February 21, 2007; among
    Hiro, True North, Pfizer, Sublandlord and Quebecor World Inc., and the Amendment to Consent to Sub-Sublease dated as of July
    31, 2009, among Hiro, True North, Pfizer, Sublandlord and Quebecor World Inc.
	 	 	 	 
	 	1.17.	Prime Lease Premises:	That portion of the 11th floor of the Building leased to Sublandlord pursuant to the Prime Lease, as more particularly depicted on Exhibit B to the Prime Lease.
	 	 	 	 
	 	1.18.	Ground Lease:	Agreement of Lease dated December 15, 1952, originally between Philip A. Carroll, Robert G. Goelet and Francis Goelet, as trustees, and Goelet Realty Company, as landlord, and Galbreath Corporation, as tenant, as assigned and amended from time to time,
	 	 	 	 
	 	1.19.	Ground Lessor:	The current owner of the Building and the land upon which the Building is located.
	 	 	 	 
	 	1.20.	Incorporated 

Provisions:	All provisions of the Prime Lease
    except Sections 2, 3, 5(c)-(g), 6(b), 6(c), 15(1), 21, 24, 25, 26 and Exhibits C and D thereof.
	 	 	 	 
	 	 	 	All provisions of the True North Lease except Sections 2, 3.1,



    	2



    	 



    

 


	 	 	 	3.2, 3.4, the last
    sentence of 4.1, 8.1, 15, 18, 27, 28, 29 and 30, and Exhibits A, B and C thereof.
	 	 	 	 
	 	 	 	All provisions of the Hiro Lease except Article 1 (except to the extent Subtenant is obligated to pay all or a portion of the rental obligations under the express terms of this Sublease), Sections 3.09 through 3.11, Article 4, Section 7.11, Article 9, Article 31, Article 40 through 43, the First Amendment, Second Amendment, Third Amendment and Fourth Amendment to the Hiro Lease, and those additional provisions of the Hiro Lease which are not incorporated into the True North Lease as provided in Section 4.3(d) of the True North Lease.
	 	 	 	 
	 	1.21.	Permitted Use:	General, executive and administrative offices, provided that in exercising the same, such use complies with all of the applicable terms and conditions of the Prime Lease, the Hiro Lease, and the True North Lease.
	 	 	 	 
	 	1.22.	Subtenant’s 

Proportionate 

Share:	75.90%. Subtenant’s Proportionate Share represents the percentage corresponding to the fraction having as its numerator the size of the Premises (23,528 rentable square feet) and as its denominator the size of the Prime Lease Premises (31,000 rentable square feet).


 


		2.	Demise; Term



		2.1.	Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the
Premises upon and subject to the terms and conditions hereinafter set forth.



		2.2.	The term of this Sublease (the “Term”) shall commence on the date (the
                                                                “Commencement Date”) that is the last to occur of the following, which the parties anticipate being on or about
                                                                June 30, 2011:



		(i)	Sublandlord and Subtenant execute and deliver this Sublease:



		(ii)	Pfizer, True North and Hiro consent in writing to this Sublease as provided in Section 14 hereof,
including to Subtenant’s signage, and Subtenant has received copies of all of such consents;



		(iii)	Sublandlord delivers vacant possession of the Premises to Subtenant, with a finished demising wall
separating Subtenant’s Premises from the balance of the Building’s 11th floor, with substantially all personal
property, other than the Personal Property (as hereinafter defined in Section 15), removed and otherwise in the same condition
as of the date of execution and delivery of this Sublease, subject to normal wear and tear; and




    	3



    	 



    

 


		(vi)	Either Sublandlord shall have notified Subtenant that all of the foregoing have been satisfied
together with copies of the fully executed Required Consents (as defined in Section 14 hereof), or Subtenant shall have commenced
to occupy the Premises.



The parties
hereby agree to enter into a form of a “Confirmation of Lease Term and Base Rent Agreement” when the actual Commencement
Date is determined.


		2.3.	If Subtenant takes occupancy or is granted entry to the Premises prior to the Commencement Date
with Sublandlord’s consent, such occupancy or entry shall be subject to all of the terms and conditions of this Sublease,
other than the obligation to pay Base Rent. If either party shall so request, the parties hereto shall promptly execute and deliver
an instrument confirming the Commencement Date and such other matters as reasonably requested by the requesting party, but the
failure of either party to execute and deliver such instrument shall not affect the Commencement Date or such other matters.



		2.4.	The Term of this Sublease shall expire on the Expiration Date or on such earlier date upon which
such Term shall expire or be terminated pursuant to any of the provisions of this Sublease or pursuant to law.



		2.5	Subtenant shall have access to the Premises 24 hours a day, 7 days a week, 365 days a year, subject
to any provision to the contrary in the Prime Lease, True North Lease, Hiro Lease or the Building rules and regulations.



		3.	Rents



		3.1.	From and after the Commencement Date, Subtenant shall pay to Sublandlord rent (“Base Rent”)
at the rate per annum equal to the Sublease Rental Rate, payable in equal monthly installments in advance on the first day of each
month in the amounts specified in Section 1.7. The monthly installment of Base Rent shall be pro-rated for arty partial month occurring
within the Term.



		3.2.	In addition to Base Rent, Subtenant shall pay to Sublandlord an amount equal to one hundred three
percent (103%) of Subtenant’s Proportionate Share of all amounts payable by Sublandlord from time to time with respect to
electricity furnished to the Prime Lease Premises and the portion of the 11th floor public corridor included in the
submeter serving the Prime Lease Premises. Alternatively, if the Premises are not submetered, then Subtenant shall pay to Sublandlord
an amount equal to $2.50 per rentable square foot per annum for electricity. Such payment shall be deemed Additional Rent hereunder
and shall be due within fifteen (15) days after Subtenant is billed therefor. If Subtenant shall so request, Sublandlord shall
provide Subtenant with a copy of any electricity bill provided by the utility company or by Prime Landlord. All Rent due hereunder
shall be paid in lawful money of the United States at such place as Sublandlord may from time to time designate, and in lieu of
such specific and separate designation, then at the place designated in Section 12 of this Sublease for the giving of notices to
Sublandlord. All such payments shall be pro-rated for any partial month occurring within the term of this Sublease.




    	4



    	 



    

 


		3.3.	Subtenant shall, within fifteen (15) business days of receipt of notice of demand (together with
copies of supporting documentation reasonably satisfactory to Subtenant), pay or reimburse Sublandlord for all amounts payable
under the Prime Lease, the True North Lease or the Hiro Lease under any indemnities thereunder to the extent that any such payment
arises from the act or omission of Subtenant and/or any agent, contractor, sub-subtenant, assignee or affiliate of Subtenant or
any employee thereof or arising out of Subtenant’s request for service or work including: (a) above building standard or
overtime heating or cooling; (b) extra cleaning; (c) overtime or dedicated freight elevator service; or (d) any maintenance, repair
or other service for which a separate charge is made by Prime Landlord, True North or Hiro.



		3.4.	As used herein, the term “Additional Rent” shall include all sums of money which shall
become due and payable by Subtenant to Sublandlord hereunder, other than Base Rent, and the term “Rent” or “Rents”
shall refer to Base Rent and Additional Rent. Subtenant shall promptly pay all Rent as and when the same shall become due and payable
without setoff, offset or deduction of any kind whatsoever and, if Subtenant fails to pay any Rent when due, Sublandlord shall
have all of the rights and remedies provided for herein or at law or in equity as in the case of nonpayment of Rent. In no event
shall Subtenant be liable to pay Sublease Tax Payments or Sublease Operating Expense Payments as defined in the Prime Sublease.



		3.5.	Sublandlord’s failure to make a demand under this Sublease shall not be a waiver of, or cause
Sublandlord to forfeit or surrender, its rights to collect any Rents which may have become due pursuant to this Sublease. Subtenant’s
liability for Rents accruing during the Term shall survive the expiration or sooner termination of this Sublease.



		3.6.	If Subtenant arranges with Prime Landlord directly for any service, work or good, then Subtenant
shall timely pay for all such services, work or goods.



		3.7.	All amounts due from Subtenant to Sublandlord under this Sublease shall be paid by good and sufficient
check (subject to collection) drawn on a bank which is a member of the New York Clearing House. The monthly fixed Rent payable
on account of any partial calendar month during the term, if any, shall be prorated on a per diem basis.



		3.8.	This Sublease provides for the abatement of Base Rent for the fifth month of the Term and the sixth
month of the Term only (the “Abatement Period”). Subtenant’s obligation to pay Additional Rent, or any other
sums due other than Base Rent, shall not abate during the Abatement Period. Subtenant’s obligation to make payments of Base
Rent will commence on the first day of the month immediately after the expiration of the Abatement Period.



		4.	Condition of the Premises



		4.1.	Subtenant represents that it has examined (or waived examination of) the Premises. Sublandlord
has not made and does not make any representations or




    	5



    	 



    

 


warranties
as to the condition of the Premises (including any latent defects in the Premises), the uses to which the Premises may be put,
or any other matter or thing affecting or relating to the Premises, the Building, the Prime Lease, the True North Lease, the Hiro
Lease, or the Prime Lease Premises; provided, however, that Sublandlord warrants and represents to Subtenant that, to the best
of Sublandlord’s knowledge, the mechanical systems serving the Premises are in good working order and Subtenant has delivered
no notice of deficiency or complaint with regard to any such mechanical system to Pfizer, True North or Hiro in the past twelve
(12) months.


		4.2.	Sublandlord agrees to deliver, and Subtenant agrees to accept, the Premises in its “as-is”
and “where-is” condition as of the date hereof (reasonable wear and tear excepted), and Sublandlord shall have no obligation
whatsoever otherwise to alter, improve, decorate or otherwise prepare the Premises, or any portion thereof, for Subtenant’s
occupancy.



		5.	Subordination and Incorporation



		5.1.	This Sublease is subject and subordinate to the Prime Lease, the Hiro Lease, the True North Lease,
the Ground Lease, and to all other leases, mortgages and other rights or encumbrances to which the Prime Lease is subject of subordinate.
This provision shall be self-operative but Subtenant shall within ten (10) business days of Sublandlord’s request, execute
any instrument reasonably requested by Sublandlord, Hiro, True North, Pfizer or the ground lessor under the Ground Lease to evidence
or confirm the same. Sublandlord represents, to the best of Sublandlord’s knowledge, that it has delivered to Sublandlord
true and complete (except where redacted) copies of, and Subtenant acknowledges receipt of a redacted copy of each of the Prime
Lease, the Hiro Lease, and the True North Lease, and represents and warrants that it is familiar with the terms and provisions
thereof other than material which has been redacted from the copies represented, to the best of Sublandlord’s knowledge,
to be true and complete and delivered to Subtenant. Subtenant shall not perform any act or permit any omission (where Subtenant
has a legal obligation to act, either under this Sublease or under principles of common law) (or suffer any such act or omission
by any employee of Subtenant or any agent, contractor, sub-subtenant, assignee or affiliate of Subtenant or any employee thereof)
which would cause a default under the Prime Lease, the Hiro Lease or the True North Lease. Subtenant shall comply with all rules
and regulations and construction rules and guidelines that Hiro has made or may hereafter from time to time make for the Building,
as the same may be amended, restated or replaced from time to time in accordance with the provisions of the Hiro Lease. Sublandlord
represents that Sublandlord has no actual knowledge of any changes to said rules and regulations from the form attached to the
copy of the Hiro Lease provided by Sublandlord to Subtenant. Sublandlord shall not be liable for any failure by any other tenant
or occupant in the Building to comply with such rules, regulations and guidelines, nor shall Subtenant be so liable. Sublandlord
shall not voluntarily terminate the Prime Lease except pursuant to a right of termination arising out of casualty or condemnation
expressly set forth in the Prime Lease, and Sublandlord shall not amend the Prime




    	6



    	 



    

 


Lease in
a manner materially adverse to Subtenant. Sublandlord shall furnish to Subtenant a copy of any amendment of the Prime Lease effected
after the date of execution and delivery of this Sublease, promptly after execution and delivery thereof. If the term of the Prime
Lease shall terminate for any reason, the Term of this Sublease shall also terminate as of the day before the Prime Lease term
terminates. Sublandlord shall not be liable for any such termination unless such termination: (x) shall have arisen out of a default
under the Prime Lease, the True North Lease or the Hiro Lease by Sublandlord not arising out of a default hereunder by Subtenant;
or (y) shall have been effected by Sublandlord in violation of this Section 5.1.


		5.2.	Except as otherwise expressly provided in, or otherwise inconsistent with, this Sublease, and except
to the extent not applicable to the Premises, the Incorporated Provisions are hereby incorporated in this Sublease by reference
with the same force and effect as if set forth herein, except that, unless the context requires otherwise:



		5.2.1.	references in such provisions to “Landlord” or “Overlandlord” shall be
deemed to refer to Sublandlord;



		5.2.2.	references in such provisions to “Tenant” or “Subtenant” shall be deemed
to refer to Subtenant;



		5.2.3.	references in such provisions to the “Lease”, “lease” or “Sublease”
or “Overlease” shall be deemed to refer to this Sublease;



		5.2.4.	references in such provisions to the “Premises”, “Demised Premises”, “Sublease
Premises” or “Subleased Premises” shall be deemed to refer to the Premises as defined herein;



		5.2.5.	references in such provisions to the “Personal Property” shall be deemed to refer to
the Personal Property as defined herein;



		5.2.6.	references in such provisions to the “Security Deposit” or “Security Deposit
Amount” shall be deemed to refer to the Security Deposit as defined herein;



		5.2.7.	references in such provisions to the “Rental Rate” or “Base Rental Rate”
shall be deemed to refer to the Sublease Rental Rate as defined herein;



		5.2.8.	references in such provisions to the “Lease Term” or “Sublease Term” shall
be deemed to refer to the Term as defined herein;



		5.2.9.	references in such provisions to the “Expiration Date” shall be deemed to refer to
the Expiration Date as defined herein;



		5.2.10.	references in such provisions to “Recognized Broker” or “Broker” shall
be deemed to refer to the Broker as defined herein;




    	7



    	 



    

 


		5.2.11.	references in such provisions to “Tenant’s Proportionate Share” or “Subtenant’s
Proportionate Share” shall be deemed to refer to Subtenant’s Proportionate Share as defined herein;



		5.2.12.	references in such provisions to the “Sublandlord’s Work” shall not be applicable;



		5.2.13.	references in such provisions to the “Tenant Changes” or “Alterations”
shall be deemed to refer to the Alterations as defined herein;



		5.2.14.	references in such provisions to other provisions of the Prime Lease that are not incorporated
herein shall be disregarded; and



		5.2.15.	references in such provisions to one or more “subleases”, “sublettings”,
“sublessees” or “subtenants” (or derivations thereof) shall be deemed to refer to further sub-subsubleases,
sub-subsublettings or sub-subsubtenants (or the applicable derivation thereof).



		5.3.	Sublandlord shall be deemed not to have made any representation made by Hiro under the Hiro Lease,
True North under the True North Lease, or Pfizer under the Prime Lease or otherwise in any of the Incorporated Provisions. Moreover,
Sublandlord shall not be obligated:



		5.3.1.	to provide any of the services or utilities or perform any act or thing that Pfizer, True North,
or Hiro has agreed to provide or perform;



		5.3.2.	to make any of the repairs or restorations that Pfizer, True North, or Hiro has agreed to make;



		5.3.3.	to comply with any laws or requirements of public authorities with which Pfizer, True North, or
Hiro has agreed to comply; or



		5.3.4.	to take any action with respect to the operation, administration or control of the Premises, Building
or any of its public or common areas that Pfizer, True North, or Hiro has agreed to take;



(all the
foregoing being herein called the “Building Services”) and Sublandlord shall have no liability to Subtenant on account
of any failure of Pfizer, True North or Hiro to do so, or on account of any failure by any such party to observe or perform any
of the terms, covenants or conditions of the Prime Lease, the True North Lease or the Hiro Lease, respectively, required to be
observed or performed by any such party.


		5.4.	Sublandlord agrees:



		5.4.1.	upon Subtenant’s request, to request on Subtenant’s part any Building Service with
respect to the Premises;




    	8



    	 



    

 


		5.4.2.	that, if under the Prime Lease, any right or remedy of Sublandlord or any duty or obligation of
the landlord thereunder is subject to or conditioned upon Sublandlord’s making any demand upon the landlord thereunder or
giving any notice or request to the landlord thereunder then, if Subtenant shall so request, Sublandlord, at Subtenant’s
expense for Sublandlord’s reasonable costs, if any, shall make such demand or give such notice or request, except that Sublandlord
shall not be required to request Prime Landlord’s consent or approval with respect to any act or thing as to which Sublandlord
shall not have granted its consent or approval (but, if Sublandlord consents or approves, Sublandlord agrees that its consent
or approval shall not be unreasonably withheld, conditioned, or delayed).



		5.4.3.	provided no default by Subtenant under this Sublease has occurred and is continuing beyond any
applicable notice and/or cure period, Sublandlord shall pay when due all Base Rent, Additional Rent and other charges payable by
Sublandlord to Pfizer under the Prime Lease; and



		5.4.4.	Sublandlord shall perform its covenants and obligations under the Prime Lease that do not require
possession of the Premises for their performance and that are not otherwise to be performed under this Sublease by Subtenant on
behalf of Sublandlord. For example, Sublandlord shall at all times keep in full force and effect all insurance required of Sublandlord
as subtenant under the Prime Lease.



		5.5.	Whenever Subtenant desires to do any act or thing which requires the consent or approval of Hiro
under the Hiro Lease, True North under the True North Lease, or Pfizer under the Prime Lease:



		5.5.1.	Subtenant shall not do such act or thing without first having obtained the consent or approval
of such party/parties and Sublandlord (and Sublandlord’s right to withhold consent or approval shall be independent of the
rights of any other party);



		5.5.2.	Subtenant shall not request any consent or approval directly (and no efforts by Sublandlord to
obtain any consent or approval shall constitute Sublandlord’s consent or approval or prejudice Sublandlord’s right
to withhold consent or approval) unless Sublandlord first approves of such direct contact; and if Sublandlord does not approve
of such direct contract, or Subtenant elects not to attempt direct contract, Sublandlord will promptly forward Subtenant’s
request for approval to Pfizer, with the request that Pfizer forward same to True North and at such time request that True North
forward Sublandlord’s request to Hiro, provided that Subtenant provides Sublandlord with complete, multiple copies of its
request, with all required supporting documentation, for each of Pfizer, True North, and Hiro;




    	9



    	 



    

 


		5.5.3.	Notwithstanding anything to the contrary contained herein, in no event shall Sublandlord be required
to give its consent or approval prior to Pfizer, True North and Hiro, as applicable, doing so, but Sublandlord agrees to indicate
to each of Pfizer, True North, and Hiro that (if such is the case) it is prepared to give Sublandlord’s consent or approval
and that it has no reasonable grounds to deny consent or approval.



		5.6.	Notwithstanding any other provision of this Sublease, Subtenant shall perform all of its
                                                                obligations hereunder at such times, no later than such dates or no later than the end of such periods as Sublandlord shall
                                                                be required to perform its corresponding obligations under the Prime Lease. If Prime Landlord shall give any notice of
                                                                failure or default under the Prime Lease arising out of any failure by Subtenant to perform any of its obligations hereunder
                                                                (other than  the payment of money) then Sublandlord shall promptly furnish Subtenant with a copy thereof. If the Prime Lease
                                                                shall provide any grace or cure period for such failure or default then the grace or cure period hereunder shall expire five
                                                                (5) days prior to the date on which the grace or cure period under the Prime Lease shall expire. In no event shall this
                                                                Section 5.6 extend the time, date or period by or within which Subtenant is required to perform. Subtenant shall promptly
                                                                provide Sublandlord with a copy of any notice that Subtenant receives from Prime Landlord relating to the Premises.



		5.7.	If: (a) Subtenant shall fail to
                                                                perform any of its obligations hereunder and such failure
                                                                shall continue beyond any notice and/or cure period provided for
                                                                herein; or (b) Prime Landlord shall give any notice of failure
                                                                or default under the Prime Lease arising out of any failure by
                                                                Subtenant to perform any of its obligations hereunder and Subtenant
                                                                does not correct such failure within the applicable cure period
                                                                provided under the Prime Lease then, in either case, Sublandlord
                                                                shall have the right (but not the obligation) to perform or endeavor
                                                                to perform such obligation, at Subtenant’s reasonable expense,
                                                                and Subtenant shall, within five (5) days of Sublandlord’s
                                                                demand from time to time, reimburse Sublandlord for all reasonable
                                                                costs and expenses incurred by Sublandlord in doing so.



		5.8.	Sublandlord represents, as of
                                                                the date hereof, that to Sublandlord’s actual knowledge:
                                                                (i) a true and complete copy of the Prime Lease (excluding redacted
                                                                terms and conditions) is attached hereto and incorporated herein
                                                                as Exhibit B and the same has not been amended,
                                                                modified or assigned other than as set forth in this Sublease;
                                                                (ii) the Prime Lease is in full force and effect, Sublandlord
                                                                holds the subtenant’s interest in the Prime Lease, Sublandlord
                                                                has not previously assigned its interest in the Prime Lease, and
                                                                the Premises are not currently sub-subleased to any other person;
                                                                (iii) Sublandlord is not in default in the payment of rent or
                                                                additional rent under the Prime Lease; (iv) Sublandlord has not
                                                                received any notice of default under the Prime Lease, except for
                                                                any defaults which Sublandlord has cured and Prime Lease is no
                                                                longer claiming to exist; and (v) Sublandlord has not received
                                                                any notice of default under the True North Lease, the Hiro Lease
                                                                or the Ground Lease, except for any defaults which have been cured
                                                                or which the applicable party is no longer claiming to exist,
                                                                and




    	10



    	 



    

 


Sublandlord
has no actual knowledge of any defaults claimed to be currently outstanding by any of the parties to the True North Lease, the
Hiro Lease or the Ground Lease.


		6.	Insurance and Indemnification



		6.1.	Whenever, pursuant to any of the Incorporated Provisions as incorporated herein, Subtenant is required
to furnish insurance to or for Sublandlord, Subtenant also shall be required to furnish such insurance to or for Pfizer, True North,
and Hiro, and such other persons as any such party may designate in accordance with the Prime Lease, the True North Lease, or the
Hiro Lease, respectively; provided that, in the case of any such other person not named in such lease, Sublandlord shall have notified
Subtenant thereof.



		6.2.	Whenever, pursuant to any of the Incorporated Provisions as incorporated herein, Subtenant
                                                                is                                                                 required to
                                                                indemnify                                                                                                       or defend
                                                                Sublandlord,                                                                 Subtenant shall be required also to
                                                                indemnify or                                                                        defend Pfizer, True North, or Hiro, and
                                                                such other persons as
                                                                any such party may designate in accordance with the Prime Lease, the True North Lease or the Hiro Lease,



		6.3.	In addition to Subtenant’s obligations under Section 6.2, Subtenant shall indemnify, defend
and hold harmless Sublandlord from and against any loss, cost, damage or expense (including reasonable attorneys’ fees),
or any claim therefor, arising out of: (a) actions taken by Sublandlord at Subtenant’s request pursuant to Section 5.4.1
or 5.4.2; (b) any failure by Subtenant to observe or perform any of the terms, covenants or conditions of this Sublease required
to be observed or performed by Subtenant, including any loss, cost, damage or expense which may result from (i) any default under
or termination of the Prime Lease arising by reason of any such failure, or (ii) any holding over by Subtenant in the Premises
beyond the expiration or sooner termination of this Sublease; or (c) any claim by Prime Landlord that Sublandlord is holding over
in the Premises arising out of or relating to any Personal Property being in the Premises after the expiration or termination of
the term of the Prime Lease or Sublandlord’s right to possess the Premises. Subtenant hereby releases Hiro, True North, Pfizer,
and the ground lessor under the Ground Lease with respect to any claim (including a claim for negligence) relating to loss, damage
or destruction of Subtenant’s property: (x) to the extend such release will not invalidate any insurance held by Subtenant;
and (y) to the extent Sublandlord releases such claims against Pfizer under the Prime Lease.



		7.	Covenant of Quiet Enjoyment



Sublandlord
covenants that Subtenant may peaceably and quietly enjoy the Premises without disturbance by Sublandlord or any person claiming
by, through or under Sublandlord, subject nevertheless to the terms and conditions of this Sublease and to the Prime Lease, the
True North Lease, the Hiro Lease, the Ground Lease, and any other leases and mortgages to which this Sublease is subordinate.



    	11



    	 



    

 


		8.	Assignment and Sub-subletting



		8.1.	Subtenant shall not assign (it being agreed that any direct or indirect change in control of Subtenant
shall constitute an assignment of this Sublease), further sublease, mortgage, encumber, or otherwise transfer any interest in this
Sublease or grant any right regarding the use or occupancy of the Premises (or amend any agreement in respect of such a transaction)
without the prior written consent of: (i) Pfizer to the extent required under and subject to the provisions of the Prime Lease;
(ii) True North, to the extent required under and subject to the provisions of the True North Lease; (in) Hiro, to the extent required
under and subject to the provisions of the Hiro Lease; and (vi) Sublandlord. Notwithstanding the foregoing, (a) any permitted assignee
of this Sublease or sub-subtenant shall only use the Premises (or the applicable portion thereof in the case of a sub-sublease)
for the Permitted Use, and (b) Subtenant shall reimburse Sublandlord, in connection with any proposed assignment or sub-sublease,
for all reasonable attorneys’ fees and disbursements incurred by Sublandlord with respect to its own attorneys; plus all
reasonable attorneys’ fees and disbursements and other expenses for which Sublandlord is billed by Pfizer pursuant to the
Prime Lease, True North pursuant to the True North Lease, and Hiro pursuant to the Hiro Lease, as the case may be.



		8.2.	Any further sublease shall be subject and subordinate to this Sublease, the Prime Lease, the True
North Lease, the Hiro Lease and the Ground Lease. No assignment shall be valid or effective unless and until the assignee shall
have delivered to Sublandlord an instrument, in form satisfactory to Sublandlord, Hiro, True North and Pfizer, respectively, pursuant
to which the assignee assumes the due observance and performance of all of the obligations of Subtenant hereunder from and after
the date of such assignment.



		8.3.	No assignment or further sublease shall release the Subtenant named herein or any of its successors
from any liability hereunder. If this Sublease is assigned or the Premises or any part thereof are further sublet in violation
of this Sublease then Sublandlord may collect rents from or accept performance from the assignee or further sub-subtenant and no
such collection or acceptance shall effect any such release or be deemed to constitute Sublandlord’s consent to any assignment
or further sub-subleasing,



		8.4.	If Subtenant intends to assign this Sublease or to further sublet all or any portion of the Premises,
the provisions of Section 13(e), (g), (h), (j), (k) and (1) of the Prime Lease shall apply as if fully set forth herein; provided,
however, that the term “Sublandlord” as set forth therein shall mean the Sublandlord under this Sublease, the term
“Subtenant” as set forth therein shall mean the Subtenant under this Sublease, and the term “Sublease”
shall mean this Sublease.



		8.5.	Notwithstanding the foregoing provisions of Section 8.1, and further provided the True North and
Hiro consent to such transaction(s) (to the extent such consents are required under the Hiro Lease and the True North Lease (and
Sublandlord agrees to use reasonable efforts, which shall not include the expenditure of money




    	12



    	 



    

 


			or the commencement of legal proceedings, to cause Hiro and True North to consent or otherwise
state each’s objections thereto), Sublandlord confirms that transactions defined as Permitted Transactions in subsection
13(i) of the Prime Lease shall not require Sublandlord’s consent or be subject to subsections 13(d) and (e) of the Prime
Lease.



		9.	Utilities



		9.1.	Except to the extent arising or resulting from the negligent acts or omissions of Sublandlord,
Sublandlord’s willful misconduct, or the failure by Sublandlord to perform its obligations under the Prime Lease, in no event
shall Sublandlord have any liability for any defect in, or any interruption or failure of, any utilities or services furnished
to the Premises. In no event shall Subtenant draw more electricity than that which the feeders, risers, panels and other electricity
supply equipment serving the Premises are capable of safely supplying.



		9.2.	Throughout the entire Term, Subtenant shall be responsible for and promptly pay all separately
metered charges for electricity and telephone and all other services, if any, furnished to or consumed at the Premises. Subtenant’s
obligation to pay for separately metered utilities used or consumed during the Term of this Sublease shall survive the expiration
of earlier termination of this Sublease.



		10.	Alterations; Pre-Sublease Alterations



		10.1.	Subtenant shall not make any alterations, installations, additions or improvements (“Alterations”)
in or to the Premises including, without limitation, any Alterations done to prepare the Premises for occupancy, without first
having obtained the consent or approval of: (i) Pfizer to the extent required under and subject to the provisions of the Prime
Lease; (ii) the True North, to the extent required under and subject to the provisions of the True North Lease; (iii) Hiro, to
the extent required under and subject to the provisions of the Hiro Lease; and (vi) Sublandlord. Subtenant shall reimburse Sublandlord
within ten (10) days of demand for all out-of-pocket costs and expenses reasonably incurred by Sublandlord in reviewing any request
for consent to an Alteration, regardless of whether Sublandlord grants its consent to such Alteration. If Pfizer, True North, Hiro
and Sublandlord, as applicable, shall consent to any Alterations then Subtenant shall observe and perform all of the terms, covenants
and conditions of the Prime Lease, the True North Lease and the Hiro Lease, respectively, applicable thereto. Sublandlord shall
deliver to Subtenant a Form ACP-5 prior to the Commencement Date.



		10.2.	With respect to Sublandlord’s obligations under Prime Lease Section 15(f) to remove all Alterations
(as defined in the Prime Lease, but excluding Sublandlord’s Work under the Prime Lease) that True North or Hiro requests
Pfizer to remove, and Pfizer asks Sublandlord to remove, in accordance with the terms of the Hiro Lease and the True North Lease,
respectively, and (in connection with such removal) to restore the applicable portions of the Premises to its condition as of the
Commencement Date of the Prime Lease, subject to reasonable wear and tear, Sublandlord shall fulfill such requirements after the




    	13



    	 



    

 


			expiration of the Term. Subtenant hereby agrees to remove any Unusual Alterations (as defined in
the Hiro Lease) installed by Subtenant that Hiro, True North, Pfizer or Sublandlord would require to be removed prior to the expiration
of the Term. In addition, in the event Hiro, True North, Pfizer or Sublandlord requires, per its approval, that any other Alterations
installed by Subtenant shall be removed prior to the expiration of the Term, then Subtenant shall remove such Alterations and return
the Premises to its condition as of the Commencement Date, subject to reasonable wear and tear. If Subtenant does not remove its
Unusual Alternations or any of its other Alterations, as may be required above, prior to the expiration of the Term, Subtenant
shall reimburse Sublandlord for all costs incurred by Sublandlord in connection therewith.



		11.	Security Deposit



		11.1.	Within two (2) business days after the delivery of this Sublease, Subtenant shall deliver to Sublandlord
in immediately available funds the required Security Deposit



		11.2.	The Security Deposit shall be held by Sublandlord without liability for interest and as security
for the performance by Subtenant of Subtenant’s covenants and obligations under this Sublease, it being expressly understood
that the Security Deposit shall not be considered an advance payment of Rent or a measure of Subtenant’s liability for damages
in case of default by Subtenant. In accordance with New York General Obligations Law Section 7-103, Sublandlord shall be required
to keep the Security Deposit separate from its other accounts, and shall deposit the same in an account in a bank or savings and
loan association to be selected, from time to time, by Sublandlord in its sole discretion. Landlord may, from time to time, without
prejudice to any other remedy and without waiving such default, use the Security Deposit to the extent necessary to cure or attempt
to cure, in whole or in part, any default of Subtenant. Following any such application of the Security Deposit, Subtenant shall
pay to Sublandlord, within five (5) days after demand, the amount so applied in order to restore the Security Deposit to its original
amount. If Subtenant is not in default at the termination of this Sublease, the balance of the Security Deposit remaining after
any such application shall be returned by Sublandlord to Subtenant within sixty (60) days thereafter. If Sublandlord transfers
its interest in the Premises during the Term of this Sublease, Sublandlord shall assign the Security Deposit to the transferee
and thereafter shall have no liability for the return of the Security Deposit.



		11.3	Notwithstanding Section 1.11 above, Subtenant shall have the right to deliver to Sublandlord, in
lieu of a cash Security Deposit, within two (2) business days after delivery of this Sublease, or at any time during the initial
six (6) months of the Term, to substitute for the Security Deposit delivered in U.S. currency as of the Sublease Date a standby,
irrevocable, transferable letter of credit (the “Letter of Credit”) in a form acceptable to Sublandlord and in accordance
with the following provisions:




    	14



    	 



    

 


		11.3.1	The Letter of Credit shall be in the face amount of the Security Deposit required hereunder, shall
name Sublandlord as beneficiary, shall be issued by a commercial bank with offices for banking purposes in the City of New York
and otherwise reasonably acceptable to Sublandlord in its sole discretion, and shall permit multiple and partial draws thereon.
Subtenant shall cause the Letter of Credit to be continuously maintained in effect (whether through replacement, renewal or extension)
in the Security Deposit amount through the date which is forty-five (45) days after the Expiration Date (the “Final LC Expiration
Date”). If the Letter of Credit held by Sublandlord expires earlier than the Final LC Expiration Date (whether by reason
of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), Subtenant shall deliver a new
Letter of Credit or certificate of renewal or extension to Sublandlord not later than thirty (30) days prior to the expiration
date of the Letter of Credit then held by Sublandlord. Any renewal or replacement Letter of Credit shall comply with all of the
provisions of this Section, shall be irrevocable, transferable and shall remain in effect (or be automatically renewable) through
the Final LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Sublandlord
in its sole discretion.



		11.3.2	Sublandlord shall have the right to draw upon the Letter of Credit, in whole or in part, at any
time and from time to time: (a) if a default by Subtenant under this Sublease occurs and continues beyond the expiration of the
applicable cure period (and Subtenant agrees that the Letter of Credit must allow for partial draws); or (b) if the Letter of Credit
held by Sublandlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice
of termination or non-renewal given by the issuing bank), and Subtenant fails to deliver to Sublandlord, at least thirty (30) days
prior to the expiration date of the Letter of Credit then held by Sublandlord, a renewal or substitute Letter of Credit that is
in effect and that complies with the provisions of this Section. In no event shall the issuer of the Letter of Credit fail to honor
Sublandlord’s drawing upon such Letter of Credit due to any terms or conditions of this Sublease. Subtenant hereby acknowledges
and agrees that Sublandlord shall allow the substitution of the Letter of Credit for the Security Deposit in U.S. currency in material
reliance upon the ability of Sublandlord to draw upon the Letter of Credit upon the occurrence of a default under this Sublease
(beyond any applicable notice and cure period) by Subtenant or upon the occurrence of any of the other events described in this
Section.



		11.3.3	The proceeds from Sublandlord’s draw upon the Letter of Credit shall only be applied by Sublandlord
against any Rent then due and payable by Subtenant under this Sublease that is not paid when due and remains unpaid beyond the
expiration of any applicable notice and cure period, and/or to pay for all losses and damages to which Sublandlord is entitled
pursuant to the terms of this Sublease and has actually suffered or incurred




    	15



    	 



    

 


(including,
without limitation, reasonable attorneys fees and disbursements) as a result of any default by Subtenant under this Sublease beyond
any applicable notice and cure period.


		11.3.4	Upon the Final LC Expiration Date, provided Subtenant is not then in default in its obligations
under this Sublease, Sublandlord agrees to return the Letter of Credit; provided, that if prior to the Final LC Expiration Date
a voluntary petition is filed by Subtenant, or an involuntary petition is filed against Subtenant by any of Subtenant’s creditors,
under the Federal Bankruptcy Code (collectively, a “Bankruptcy Event”), then Sublandlord shall not be obligated to
return the Letter of Credit until either all preference issues relating to payments under this Sublease have been resolved in such
bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final
court order not subject to appeal or any stay pending appeal. Sublandlord shall return the Letter of Credit within twenty (20) days
after Subtenant cures any default(s) under this Sublease and resolves (and/or has obtained a dismissal of) any Bankruptcy Event
as aforesaid. Upon Sublandlord’s return of the Letter of Credit as contemplated under this Section, Subtenant shall deliver
to Sublandlord a letter confirming the surrender of the Letter of Credit.



		11.3.5	If, as a result of any application or use by Sublandlord of all or any part of the Letter of Credit,
the amount available under the Letter of Credit shall be less than the required Security Deposit amount, Subtenant shall, within
fifteen (15) business days after Sublandlord’s request, provide Sublandlord with an additional letter of credit in an amount
equal to the deficiency (or an amendment to the Letter of Credit or a replacement letter of credit in the total required Security
Deposit amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section.
If Subtenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Sublease, the same
shall constitute a material default under this Sublease by Subtenant. Subtenant further covenants and warrants that it will not
encumber the Letter of Credit or any part thereof, and that neither Sublandlord nor its successors or assigns will be bound by
any such encumbrance or attempted encumbrance.



		11.3.6	Sublandlord may, at any time and without first obtaining Subtenant’s consent thereto, transfer
the Letter of Credit in whole or in part, to Sublandlord’s successor-in-interest as sublandlord under this Sublease. If Sublandlord
transfers its interest as sublandlord under this Sublease and transfers the Letter of Credit in whole (or any proceeds thereof
then held by Sublandlord) to the transferee, Sublandlord shall, upon such transferee’s written assumption of the obligations
of Sublandlord under this Sublease (on terms reasonable to said transferor), be released by Subtenant from all liability therefor.
The provisions hereof shall apply to




    	16



    	 



    

 


every
transfer or assignment of all or any part of the Letter of Credit to a new sublandlord. In connection with any such transfer of
the Letter of Credit by Sublandlord, Subtenant shall, if applicable, at Subtenant’s sole cost and expense, execute and submit
to the issuer of the Letter of Credit such applications, documents and instruments as may be necessary to effectuate such transfer.
Sublandlord agrees to provide notice to Subtenant within a reasonable time after its transfer of the Letter of Credit.


		12.	Notices



Any
notice or other communication under this Sublease shall be in writing and shall be sent by United States Postal Service
certified mail return receipt requested, by nationally recognized overnight delivery service or by personal delivery
addressed to the party for whom intended at its address set forth below, or to such other address as such party shall have
designated by notice to the other in the manner herein prescribed. The addresses for such notices shall be as follows:


	 	If to Subtenant:	IntraLinks, Inc.
	 	 	150 East 42nd Street
	 	 	New York, New York 10017
	 	 	Attention: David Curran, Executive Vice President
	 	 	 
	 	With a copy to:	McCarter & English LLP
	 	 	245 Park Avenue
	 	 	New York, New York 10167
	 	 	Attention: David Alan Richards, Esq.
	 	 	 
	 	If to Sublandlord:	World Color (USA) Corp.
	 	 	c/o Quad/Graphics, Inc.
	 	 	N63 W23075 State Hwy, 74
	 	 	Sussex, WI 53089
	 	 	Attention: Nathan Ganfield, Director,
	 	 	Corporate Legal and Real Estate
	 	 	 
	 	with a copy to:	Godfrey & Kahn, S.C.
	 	 	780 North Water Street
	 	 	Milwaukee, WI 53202
	 	 	Attention: Rebecca Hamrin


Any such
notice shall be deemed given or received upon receipt or refusal thereof. Counsel for either party may give notices on behalf of
its client.


		13.	Brokers



Subtenant
represents and warrants to Sublandlord that Subtenant has dealt with no broker, agent or finder in connection with this Sublease
other than Broker and Subtenant agrees to indemnify Sublandlord against any claim for commission or other compensation in connection
with this Sublease made against Sublandlord by any broker, agent or finder other than Broker with whom Subtenant has dealt, or
is claimed to have



    	17



    	 



    

 


dealt,
in connection with this Sublease, and all costs, expenses and liabilities in connection therewith, including reasonable attorneys’
fees and disbursements incurred by Sublandlord in the defense of any such claim. Sublandlord represents and warrants to Subtenant
that Sublandlord has dealt with no broker, agent or finder in connection with this Sublease other than Broker and Sublandlord agrees
to indemnify Subtenant against any claim for commission or other compensation in connection with this Sublease made against Subtenant
by any broker, agent or finder other than Broker with whom Sublandlord has dealt, or is claimed to have dealt, in connection with
this Sublease, and all costs, expenses and liabilities in connection therewith, including reasonable attorneys’ fees and
disbursements incurred by Subtenant in the defense of any such claim. Sublandlord agrees that it is solely responsible for the
payment of the commissions due to Broker in connection with this Sublease. The obligations of each party hereunder shall survive
the expiration or earlier termination of this Sublease.


		14.	Required Consents



This
Sublease is subject to the parties obtaining the consents of Hiro, True North and Pfizer to this Sublease (the “Required
Consents”) in accordance with the terms of the Hiro Lease, the True North Lease and the Prime Lease, respectively, and in
accordance with this Section 14. Sublandlord agrees that, in seeking the Required Consents, the requests therefor shall each contain
requests for approval of signs, if required under the Prime Lease, the True North Lease, and/or the Hiro Lease. If the Required
Consents are not obtained on or before the date which is sixty (60) days after the Sublease Date, then at any time thereafter so
long as the Required Consents have not been obtained, Sublandlord and Subtenant each shall have the right to give the other notice
terminating this Sublease effective ten (10) days after such notice is given and, if such notice is given and if the Required Consents
have not been obtained on or before the last day of such ten (10) day period, then this Sublease shall terminate on such day, in
which event Sublandlord shall return the Security Deposit and this Sublease shall terminate. Sublandlord shall request the Required
Consents to this Sublease in accordance with this Sublease, but shall have no obligation to commence any litigation or arbitration
in connection therewith or to pay any amount to any third party in connection therewith that is not expressly contemplated by the
Prime Lease, the True North Lease or the Hiro Lease, respectively. Subtenant shall reasonably cooperate with Sublandlord’s
efforts to obtain the Required Consents including, without limitation, providing any information reasonably requested by any third
party. Sublandlord shall promptly notify Subtenant if and when the Required Consents have been obtained. Subtenant waives any claim
arising from relating to any failure to obtain the Required Consents. Sublandlord shall pay all attorneys’ fees and other
out-of-pocket costs billed by Hiro, True North or Pfizer with respect to their review of and consent to this Sublease, whether
or not such consent is obtained.


		15.	Personal Property



Commencing
on the Commencement Date, Sublandlord conveys to Subtenant, and Subtenant accepts from Sublandlord, at no additional cost or expense
to Subtenant, the personal property identified on Exhibit C attached hereto and incorporated herein (collectively,
the “Personal Property”). Subtenant shall accept the Personal Property in its “as is” condition. During
the Term of the Sublease, Subtenant shall have the right to



    	18



    	 



    

 


use or
dispose of such Personal Property without compensation to Sublandlord as Subtenant shall determine in its sole discretion and at
its sole cost and expense and shall have no liability to Sublandlord with respect to the same. Prior to the expiration and/or termination
of this Sublease, Subtenant shall remove all Personal Property from the Premises and repair any damage resulting from such removal.


		16.	Signage



Subtenant
shall not place or suffer to be placed or maintain any sign outside of the Premises; nor shall Subtenant place any sign, decoration,
lettering or advertising matter of any kind in the Building outside of or visible from outside of the Premises without first obtaining
the prior written consent of Pfizer, True North and/or Hiro if any such consent is required under the Prime Lease, the True North
Lease and/or the Hiro Lease, respectively, in each instance. In the event that all such required consents are obtained, all signs
shall be of a size, color and design as is reasonably approved in writing by the consenting parties and shall be installed in
a location reasonably acceptable to the consenting parties and maintained in good condition, repair and appearance at all times,
according to reasonable standards promulgated by the consenting parties and the laws of the governmental authorities having jurisdiction
over such signs.


		17.	Miscellaneous



		17.1.	The submission by Sublandlord to Subtenant of this Sublease in draft form shall be deemed submission
solely for Subtenant’s consideration and not for acceptance and execution. Such submission shall have no binding force and
effect, shall not constitute an option for the subleasing of the Premises, and shall not confer any rights or impose any obligations
upon either party. The submission by Sublandlord of this Sublease for execution by Subtenant and the actual execution and delivery
thereof by Subtenant to Sublandlord shall similarly have no binding force or effect on either party unless and until both parties
shall have executed this Sublease and a counterpart thereof shall have been delivered to Subtenant.



		17.2.	This Sublease may be executed in any number of counterparts, each of which shall be an original,
but all of which shall be taken to together to constitute one and the same agreement. Signatures hereon exchanged via facsimile
or via electronic mail in .pdf format shall have the same force and effect as original signatures.



		17.3.	All of the terms, covenant and conditions hereof shall be binding upon and inure to the benefit
of the successors in interest and assigns of the parties hereto.



		17.4.	The individuals executing this Sublease represent and warrant to each other that they are duly
elected, qualified acting officers or partners (as the case may be) of their respective corporate entities, incumbent in the offices
set forth below and have been duly authorized to execute and deliver this Sublease, and that all corporate action has been taken
which is necessary to authorize and approve this Sublease and authorize the undersigned to execute and deliver the same and bind
the corporate entities named herein, to the terms and provisions hereof.




    	19



    	 



    

 


		17.5.	The invalidity or unenforceability of any provision of this Sublease shall not render invalid or
unenforceable any other provision of this Sublease.



IN
WITNESS WHEREOF, the parties hereto have duly executed this Sublease as of the Sublease Date.


	SUBTENANT:	SUBLANDLORD:
	 	 
	INTRALINKS, INC.,	WORLD COLOR (USA) CORP.,
	a Delaware corporation	a Delaware corporation
	 	 
	 	 
	 	 
	By: /s/ David Curran	By: /s/ Kelly A. Vanderboom
	Name: David Curran	Name: Kelly A. Vanderboom
	Title: EVP, Business & Legal Affairs	Title: Treasurer


 



    	20



    	 



    

Exhibit A



 


The Premises


 


[see attached]


 


 



    	1



    	 



    

 






    	1



    	 



    

Exhibit
B


 


Prime
Lease 


 


[see
attached]


 


 


 



    	1



    	 



    

Exhibit C


 


Personal Property


 


 


 


 


 


2 conference room
tables


2 credenza


1 small round table


1 reception desk


20 conference room
chairs


1 small square conference
table


58 desk chairs


22 three drawer desk
cabinet


23 two drawer desk
cabinet


22 cubicle station
desk


39 office desk


38 office desk chairs


60 visitors chairs


18 bookcases


41 office file cabinets


53 perimeter office
file cabinets



    	1