Exhibit 10.3

 

	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 

STANDARD   FORM OF LOFT LEASE

The Real   Estate Board of New York, Inc.

 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    


 

 

Agreement of Lease, made as of this 26th day of July in the year 2010, between TWENTY-THREE R.P. ASSOCIATES c/o Adams & Company Real Estate, LLC, 411 Fifth Avenue, New York, NY 10016 - - - - - - party of the first part, hereinafter referred to as OWNER, and TREMOR MEDIA, INC., a                  corporation (I.D. #20-548034B authorized to do business in the State of New York - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - party of the second part, hereinafter referred to as TENANT,

 

Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner the ENTIRE TWELFTH (12TH) FLOORS as shown on the floor plans attached  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - in the building known as    buildings known as 53-7 WEST 23RD STREET thru to 34 WEST 24TH STREET and 30-2 WEST 24TH STREET in the Borough of      MANHATTAN       , City of New York, for the term of    TEN (10) YEARS and SIX (6) MONTHS - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (or until such term shall sooner cease an expire as hereinafter provided) to commence on the

	
1ST
    	
day of
    	
NOVEMBER
    	
in the year
    	
two thousand and   TEN
    	
, and to end on   the
    
	
30TH
    	
day of
    	
APRIL
    	
in the year
    	
two thousand and   TWENTY-ONE
    	
, and
    


both dates inclusive, at the annual rental         rates hereinafter set forth in Article #47 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

 

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

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

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






	
Rent:
    	
 
    	
1.  Tenant shall pay the rent as above and as   hereinafter provided.
    
	
Occupancy:
    	
 
    	
2.  Tenant shall use and occupy the demised   premises for general, executive and administrative offices in connection with   Tenant’s business - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -   - - - - - - - - - - - - - - - - - - - - - - provided such use is in   accordance with the certificate of occupancy for the building, if any, and   for no other purpose.
    
	
 
    	
 
    	
 
    
	
Alterations:
    	
 
    	
3. Tenant shall   make no changes in or to the demised premises of any nature without Owner’s   prior written consent. Subject to the prior written consent of Owner, which   shall not be unreasonably withheld, conditioned or delayed, and to the   provisions of this article, Tenant, at Tenant’s expense, may make   alterations, installations, additions or improvements which are nonstructural   and which do not affect utility services or plumbing and electrical lines, in   or to the interior of the demised premises, using contractors or mechanics   first approved in each instance by Owner. Tenant shall, at its expense,   before making any alterations, additions, installations or improvements   obtain all permits, approvals and certificates required by any governmental   or quasi-governmental bodies and (upon completion) certificates of final   approval thereof, and shall deliver promptly duplicates of all such permits,   approvals and certificates to Owner. Tenant agrees to carry, and will cause   Tenant’s contractors and sub-contractors to carry, such worker’s   compensation, commercial general liability, personal and property damage   insurance as Owner may require. If any mechanic’s lien is filed against the   demised
    


 





	
 
    	
 
    	
premises, or the   building of which the same forms a part, for work claimed to have been done   for, or materials furnished to, Tenant, whether or not done pursuant to this   article, the same shall be discharged by Tenant within thirty (30) days   thereafter, at Tenant’s expense, by payment or filing a bond as permitted by   law. All fixtures and all paneling, partitions, railings and like   installations, installed in the demised premises at any time, either by   Tenant or by Owner on Tenant’s behalf, shall, upon installation, become the   property of Owner and shall remain upon and be surrendered with the demised   premises unless Owner, by notice to Tenant no later than twenty (20) days   prior to the date fixed as the termination of this lease, elects to   relinquish Owner’s right thereto and to have them removed by Tenant, in which   event the same shall be removed from the demised premises by Tenant prior to   the expiration of the lease, at Tenant’s expense. Nothing in this article   shall be construed to give Owner title to, or to prevent Tenant’s removal of,   trade fixtures, moveable office furniture and equipment, but upon removal of   same from the demised premises, or upon removal of other installations as may   be required by Owner, Tenant shall immediately, and at its expense, repair   and restore the demised premises to the condition existing prior to any such   installations, and repair any damage to the demised premises or the building   due to such removal. All property permitted or required to be removed by   Tenant at the end of the term remaining in the demised premises after   Tenant’s removal shall be deemed abandoned and may, at the election of Owner,   either be retained as Owner’s property or removed from
    








 

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the demised   premises by Owner, at Tenant’s expense.
    
	
 
    	
 
    	
 
    
	
Repairs:
    	
 
    	
4.  Owner shall maintain and repair the   exterior of and the public portions of the building. Tenant shall, throughout   the term of this lease, take good care of the demised premises including the   bathrooms and lavatory facilities (if the demised premises encompass the   entire floor of the building), the windows and window frames, and the   fixtures and appurtenances therein, and at Tenant’s sole cost and expense   promptly make all repairs thereto and to the building, whether structural or   non-structural in nature, caused by, or resulting from, the carelessness,   omission, neglect or improper conduct of Tenant, Tenant’s servants,   employees, invitees, or licensees, and whether or not arising from Tenant’s   conduct or omission, when required by other provisions of this lease,   including article 6. Tenant shall also repair all damage to the building and   the demised premises caused by the moving of Tenant’s fixtures, furniture or   equipment. All the aforesaid repairs shall be of quality or class equal to   the original work or construction. If Tenant fails, after ten (10) days   notice, to proceed with due diligence to make repairs required to be made by   Tenant, the same may be made by Owner at the expense of Tenant, and the   expenses thereof incurred by Owner shall be collectible, as additional rent,   after rendition of a bill or statement therefore. If the demised premises be   or become infested with vermin, Tenant shall, at its expense, cause the same   to be exterminated. Tenant shall give Owner prompt notice of any defective   condition in any plumbing, heating system or electrical lines located in the   demised premises and following such notice, Owner shall remedy the condition   with due diligence, but at the expense of Tenant, if repairs are necessitated   by damage or injury attributable to Tenant, Tenant’s servants, agents,   employees, invitees or licensees as aforesaid. Except as specifically   provided in Article 9 or elsewhere in this lease, there shall be no   allowance to Tenant for a diminution of rental value and no liability on the   part of Owner by reason of inconvenience, annoyance or injury to business   arising from Owner, Tenant or others making or failing to make any repairs,   alterations, additions or improvements in or to any portion of the building   or the demised premises, or in and to the fixtures, appurtenances or   equipment thereof. It is specifically agreed that Tenant shall not be   entitled to any setoff or reduction of rent by reason of any failure of Owner   to comply with the covenants of this or any other article of this lease.   Tenant agrees that Tenant’s sole remedy at law in such instance will be by   way of an action for damages for breach of contract. The provisions of this   Article 4 with respect to the making of repairs shall not apply in the   case of fire or other casualty with regard to which Article 9 hereof   shall apply.
    
	
 
    	
 
    	
 
    
	
Window
   Cleaning:
    	
 
    	
5.  Tenant will not clean nor require, permit,   suffer or allow any window in the demised premises to be cleaned from the   outside in violation of Section 202 of the New York State Labor Law or   any other applicable law, or of
    


 





	
 
    	
 
    	
the Rules of   the Board of Standards and Appeals, or of any other Board or body having or   asserting jurisdiction. 
    
	
 
    	
 
    	
 
    
	
Requirements of Law,
   Fire Insurance, Floor Loads:
    	
 
    	
6.  Prior to the commencement of the lease   term, if Tenant is then in possession, and at all times thereafter, Tenant   shall at Tenant’s sole cost and expense, promptly comply with all present and   future laws, orders and regulations of all state, federal, municipal and   local governments, departments, commissions and boards and any direction of   any public officer pursuant to law, and all orders, rules and   regulations of the New York Board of Fire Underwriters, Insurance   Services Office, or any similar body which shall impose any violation, order   or duty upon Owner or Tenant with respect to the demised premises, whether or   not arising out or Tenant’s use or manner of use thereof, or, with respect to   the building, if arising out of Tenant’s use or manner of use of the demised   premises of the building (including the use permitted under the lease).   Except as provided in Article 30 hereof, nothing herein shall require   Tenant to make structural repairs or alterations unless Tenant has, by its   manner of use of the demised premises or method of operation therein, violated   any such laws, ordinances, orders, rules, regulations or requirements with   respect thereto. Tenant shall not do or permit any act or thing to be done in   or to the demised premises which is contrary to law, or which will invalidate   or be in conflict with public liability, fire or other policies of insurance   at any time carried by or for the benefit of Owner, or which shall or might   subject Owner to any liability or responsibility to any person, or for   property damage. Tenant shall not keep anything in the demised premises   except as now or hereafter permitted by the Fire Department, Board of Fire   Underwriters, Fire Insurance Rating Organization and other authority having   jurisdiction, and then only in such manner and such quantity so as not to   increase the rate for fire insurance applicable to the building, nor use the   demised premises in a manner which will increase the insurance rate for the   building or any property located therein over that in effect prior to the   commencement of Tenant’s occupancy. If by reason of failure to comply with   the foregoing the fire insurance rate shall, at the beginning of this lease   or at any time thereafter, be higher than it otherwise would be, then Tenant   shall reimburse Owner, as additional rent hereunder, for that portion of all   fire insurance premiums thereafter paid by Owner which shall have been   charged because of such failure by Tenant. In any action or proceeding   wherein Owner and Tenant are parties, a schedule or “make-up” or rate for the   building or demised premises issued by a body making fire insurance rates   applicable to said premises shall be conclusive evidence of the facts therein   stated and of the several items and charges in the fire insurance rates then   applicable to said premises. Tenant shall not place a load upon any floor of   the demised premises exceeding the floor load per square foot area which it   was designed to carry and which is allowed by law. Owner reserves the right   to prescribe the weight and position of all safes, business machines and   mechanical
    








 

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equipment. Such   installations shall be placed and maintained by Tenant, at Tenant’s expense,   in settings sufficient, in Owner’s judgment, to absorb and prevent vibration,   noise and annoyance. 
    
	
 
    	
 
    	
 
    
	
Subordination:
    	
 
    	
7.  This lease is subject and subordinate to   all ground or underlying leases and to all mortgages which may now or   hereafter affect such leases or the real property of which the demised   premises are a part, and to all renewals, modifications, consolidations,   replacements and extensions of any such underlying leases and mortgages. This   clause shall be self-operative and no further instrument or subordination   shall be required by any ground or underlying lessor or by any mortgagee,   affecting any lease or the real property of which the demised premises are a   part. In confirmation of such subordination, Tenant shall from time to time   execute promptly any certificate that Owner may request. [SEE   ADDENDUM]
    
	
 
    	
 
    	
 
    
	
Tenant’s   Liability Insurance Property
   Loss,
   Damage, Indemnity:
    	
 
    	
8.  Owner or its agents shall not be liable for   any damage to property of Tenant or of others entrusted to employees of the   building, nor for loss of, or damage to, any property of Tenant by theft or   otherwise, nor for any injury or damage to persons or property resulting from   any cause of whatsoever nature, unless caused by, or due to, the negligence   of Owner, its agents, servants or employees; Owner or its agents shall not be   liable for any damage caused by other tenants or persons in, upon or about   said building or caused by operations in connection of any private, public or   quasi public work. If at any time any windows of the demised premises are   temporarily closed, darkened or bricked up (or permanently closed, darkened   or bricked up, if required by law) for any reason whatsoever including, but   not limited to, Owner’s own acts, Owner shall not be liable for any damage   Tenant may sustain thereby, and Tenant shall not be entitled to any   compensation therefore nor abatement or diminution of rent, nor shall the   same release Tenant from its obligations hereunder nor constitute an   eviction. Tenant shall indemnify and save harmless Owner against and from all   liabilities, obligations, damages, penalties, claims, costs and expenses for which   Owner shall not be reimbursed by insurance, including reasonable attorney’s   fees, paid, suffered or incurred as a result of any breach by Tenant,   Tenant’s agents, contractors, employees, invitees, or licensees, of any   covenant or condition of this lease, or the carelessness, negligence or   improper conduct of Tenant, Tenant’s agents, contractors, employees, invitees   or licensees. Tenant’s liability under this lease extends to the acts and   omissions of any subtenant, and any agent, contractor, employee, invitee or   licensee of any subtenant. In case any action or proceeding is brought   against Owner by reason of any such claim, Tenant, upon written notice from   Owner, will, at Tenant’s expense, resist or defend such action or proceeding   by counsel approved by Owner in writing, such approval not to be unreasonably   withheld.
    


 





	
Destruction, Fire, and
   Other
   Casualty:
    	
 
    	
9.  (a) If the demised premises or any   part thereof shall be damaged by fire or other casualty, Tenant shall give   immediate notice thereof to Owner and this lease shall continue in full force   and effect except as hereinafter set forth. (b) If the demised premises   are partially damaged or rendered partially unusable by fire or other   casualty, the damages thereto shall be repaired by, and at the expense of,   Owner, and the rent and other items of additional rent, until such repair   shall be substantially completed, shall be apportioned from the day following   the casualty according to the part of the demised premises which is usable.   (c) If the demised premises are totally damaged or rendered wholly   unusable by fire or other casualty, then the rent and other items of   additional rent as hereinafter expressly provided shall be proportionately   paid up to the time of the casualty and thenceforth shall cease until the   date when the demised premises shall have been repaired and restored by Owner   (or sooner reoccupied in part by Tenant then rent shall be apportioned as   provided in subsection (b) above), subject to Owner’s right to elect not   to restore the same as hereinafter provided. (d) If the demised premises   are rendered wholly unusable or (whether or not the demised premises are   damaged in whole or in part) if the building shall be so damaged that Owner   shall decide to demolish it or to rebuild it, then, in any of such events,   Owner may elect to terminate this lease by written notice to Tenant, given   within ninety (90) days after such fire or casualty, or thirty (30) days   after adjustment of the insurance claim for such fire or casualty, whichever   is sooner, specifying a date for the expiration of the lease, which date   shall not be more than sixty (60) days after the giving of such notice, and   upon the date specified in such notice the term of this lease shall expire as   fully and completely as if such date were the date set forth above for the   termination of this lease, and Tenant shall forthwith quit, surrender and   vacate the demised premises without prejudice however, to Owner’s rights and   remedies against Tenant under the lease provisions in effect prior to such   termination, and any rent owing shall be paid up to such date, and any   payments of rent made by Tenant which were on account of any period   subsequent to such date shall be returned to Tenant. Unless Owner shall serve   a termination notice as provided for herein, Owner shall make the repairs and   restorations under the conditions of (b) and (c) hereof, with all   reasonable expedition, subject to delays due to adjustment of insurance   claims, labor troubles and causes beyond Owner’s control. After any such casualty,   Tenant shall cooperate with Owner’s restoration by removing from the demised   premises as promptly as reasonably possible, all of Tenant’s salvageable   inventory and movable equipment, furniture, and other property. Tenant’s   liability for rent shall resume five (5) days after written notice from   Owner that the demised premises are substantially ready for Tenant’s   occupancy. (e) Nothing contained hereinabove shall relieve Tenant from   liability that may exist as a result of damage from fire or other casualty.   Notwithstanding anything contained to the contrary in subdivisions   (a) through (e) hereof,
    








 

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including Owner’s   obligation to restore under subparagraph (b) above, each party shall   look first to any insurance in its favor before making any claim against the   other party for recovery for loss or damage resulting from fire or other   casualty, and to the extent that such insurance is in force and collectible,   and to the extent permitted by law, Owner and Tenant each hereby releases and   waives all right of recovery with respect to subparagraphs (b), (d) and   (e) above, against the other or any one claiming through or under each   of them by way of subrogation or otherwise. The release and waiver herein   referred to shall be deemed to include any loss or damage to the demised   premises and/or to any personal property, equipment, trade fixtures, goods   and merchandise located therein. The foregoing release and waiver shall be in   force only if both releasors’ insurance policies contain a clause providing   that such a release or waiver shall not invalidate the insurance. lf, and to   the extent, that such waiver can be obtained only by the payment of   additional premiums, then the party benefiting from the waiver shall pay such   premium within ten (10) days after written demand or shall be deemed to   have agreed that the party obtaining insurance coverage shall be free of any   further obligation under the provisions hereof with respect to waiver of   subrogation. Tenant acknowledges that Owner will not carry insurance on   Tenant’s furniture and/or furnishings or any fixtures or equipment,   improvements, or appurtenances removable by Tenant, and agrees that Owner   will not be obligated to repair any damage thereto or replace the same.   (f) Tenant hereby waives the provisions of Section 227 of the Real   Property Law and agrees that the provisions of this article shall govern and   control in lieu thereof.
    
	
 
    	
 
    	
 
    
	
Eminent   Domain:
    	
 
    	
10.  If the whole or any part of’ the demised   premises shall be acquired or condemned by Eminent Domain for any public or   quasi public use or purpose, then and in that event, the term of this lease   shall cease and terminate from the date of title vesting in such proceeding   and Tenant shall have no claim for the value of any unexpired term of said   lease. Tenant shall have the right to make an independent claim to the   condemning authority for the value of Tenant’s moving expenses and personal   property, trade fixtures and equipment, provided Tenant is entitled pursuant to   the terms of the lease to remove such property, trade fixtures and equipment   at the end of the term, and provided further such claim does not reduce   Owner’s award.
    
	
 
    	
 
    	
 
    
	
Assignment,   Mortgage,
   Etc.:
    	
 
    	
11.  Tenant, for itself, its heirs,   distributees, executors, administrators, legal representatives, successors   and assigns, expressly covenants that it shall not assign, mortgage or   encumber this agreement, nor underlet, or suffer or permit the demised   premises or any part thereof to be used by others, without the prior written   consent of Owner in each instance. Transfer of the majority of the stock of a   corporate Tenant or the majority interest in any partnership or other legal   entity which is Tenant shall be deemed an assignment. If this lease be   assigned, or if the demised premises or any part thereof be
    


 





	
 
    	
 
    	
underlet or   occupied by anybody other than Tenant, Owner may, after default by Tenant,   collect rent from the assignee, undertenant or occupant, and apply the net   amount collected to the rent herein reserved, but no such assignment,   underletting, occupancy or collection shall be deemed a waiver of this   covenant, or the acceptance of the assignee, undertenant or occupant as   tenant, or a release of Tenant from the further performance by Tenant of   covenants on the part of Tenant herein contained. The consent by Owner to an   assignment or underletting shall not in any way be construed to relieve   Tenant from obtaining the express consent in writing of Owner to any further   assignment or underletting.
    
	
 
    	
 
    	
 
    
	
Electric Current:
    	
 
    	
12.  Rates and conditions in respect to   submetering or rent inclusion, as the case may be, to be added in RIDER* attached hereto. Tenant covenants and agrees   that at all times its use of electric current shall not exceed the capacity   of existing feeders to the building or the risers or wiring installation, and   Tenant may not use any electrical equipment which, in Owner’s opinion,   reasonably exercised, will overload such installations or interfere with the   use thereof by other tenants of the building. The change at any time of the   character of electric service shall in no way make Owner liable or   responsible to Tenant, for any loss, damages or expenses which Tenant may   sustain.
    
	
 
    	
 
    	
 
    
	
Access to Premises:
    	
 
    	
13.  Owner or Owner’s agents shall have the right   (but shall not be obligated) to enter the demised premises in any emergency   at any time, and, at other reasonable times, to examine the same and to make   such repairs, replacements and improvements as Owner may deem necessary and   reasonably desirable to any portion of the building, or which Owner may elect   to perform in the demised premises after Tenant’s failure to make repairs, or   perform any work which Tenant is obligated to perform under this lease, or   for the purpose of complying with laws, regulations and other directions of   governmental authorities. Tenant shall permit Owner to use, maintain and   replace pipes, ducts, and conduits in and through the demised premises, and   to erect new pipes, ducts, and conduits therein provided, wherever possible, that   they are within walls or otherwise concealed. Owner may, during the progress   of any work in the demised premises, take all necessary materials and   equipment into said premises without the same constituting an eviction, nor   shall Tenant be entitled to any abatement of rent while such work is in   progress, nor to any damages by reason of loss or interruption of business or   otherwise. Throughout the term hereof Owner shall have the right to enter the   demised premises at reasonable hours for the purpose of showing the same to   prospective purchasers or mortgagees of the building, and during the last six   (6) months of the term for the purpose of showing the same to   prospective tenants, and may, during said six (6) months period, place   upon the demised premises the usual notices “To Let”
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
* Rider to be added if necessary 
    








 

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and “For Sale”   which notices Tenant shall permit to remain thereon without molestation. If   Tenant is not present to open and permit an entry into the demised premises,   Owner or Owner’s agents may enter the same whenever such entry may be   necessary or permissible by master key or forcibly, and provided reasonable   care is exercised to safeguard Tenant’s property, such entry shall not render   Owner or its agents liable therefore, nor in any event shall the obligations   of Tenant hereunder be affected. If during the last month of the term Tenant   shall have removed all or substantially all of Tenant’s property therefrom,   Owner may immediately enter, alter, renovate or redecorate the demised   premises without limitation or abatement of rent, or incurring liability to   Tenant for any compensation, and such act shall have no effect on this lease   or Tenant’s obligation hereunder.
    
	
 
    	
 
    	
 
    
	
Vault,
   Vault Space, Area:
    	
 
    	
14.  No vaults, vault space or area, whether or   not enclosed or covered, not within the property line of the building is   leased hereunder, anything contained in or indicated on any sketch, blue   print or plan, or anything contained elsewhere in this lease to the contrary   notwithstanding. Owner makes no representation as to the location of the   property line of the building. All vaults and vault space and all such areas   not within the property line of the building, which Tenant may be permitted   to use and/or occupy, is to be used and/or occupied under a revocable   license, and if any such license be revoked, or if the amount of such space   or area be diminished or required by any federal, state or municipal   authority or public utility, Owner shall not be subject to any liability, nor   shall Tenant be entitled to any compensation or diminution or abatement of   rent, nor shall such revocation, diminution or requisition be deemed   constructive or actual eviction. Any tax, fee or charge of municipal authorities   for such vault or area shall be paid by Tenant, if used by Tenant, whether or   not specifically leased hereunder.
    
	
 
    	
 
    	
 
    
	
Occupancy:
    	
 
    	
15.  Tenant will not at any time use or occupy   the demised premises in violation of the certificate of occupancy issued for   the building of which the demised premises are a part. Tenant has inspected   the demised premises and accepts them as is, subject to the riders annexed   hereto with respect to Owner’s work, if any. In any event, Owner makes no   representation as to the condition of the demised premises and Tenant agrees   to accept the same subject to violations, whether or not of record. If any   governmental license or permit shall be required for the proper and lawful   conduct of Tenant’s business, Tenant shall be responsible for, and shall   procure and maintain, such license or permit.    [SEE ADDENDUM]
    
	
 
    	
 
    	
 
    
	
Bankruptcy:
    	
 
    	
16.  (a) Anything elsewhere in this lease   to the contrary notwithstanding, this lease may be cancelled by Owner by   sending of a written notice to Tenant within a reasonable time after the   happening of any one or more of the following events: (1) the   commencement of a case in bankruptcy or under the laws of any state naming   Tenant (or a guarantor of any of 
    


 





	
 
    	
 
    	
Tenant’s   obligations under this lease) as the debtor; or (2) the making by Tenant   (or a guarantor of any of Tenant’s obligations under this lease) of an   assignment or any other arrangement for the benefit of creditors under any   state statute. Neither Tenant nor any person claiming through or under Tenant,   or by reason of any statute or order of court, shall thereafter be entitled   to possession of the premises demised, but shall forthwith quit and surrender   the demised premises. If this lease shall be assigned in accordance with its   terms, the provisions of this Article 16 shall be applicable only to the   party then owning Tenant’s interest in this lease.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b) It   is stipulated and agreed that in the event of the termination of this lease   pursuant to (a) hereof, Owner shall forthwith, notwithstanding any other   provisions of this lease to the contrary, be entitled to recover from Tenant,   as and for liquidated damages, an amount equal to the difference between the   rental reserved hereunder for the unexpired portion of the term demised and   the fair and reasonable rental value of the demised premises for the same   period. In the computation of such damages the difference between any   installment of rent becoming due hereunder after the date of termination and   the fair and reasonable rental value of the demised premises for the period   for which such installment was payable shall be discounted to the date of   termination at the rate of four percent (4%) per annum. If the demised   premises or any part thereof be relet by Owner for the unexpired term of said   lease, or any part thereof, before presentation of proof of such liquidated   damages to any court, commission or tribunal, the amount of rent reserved   upon such reletting shall be deemed to be the fair and reasonable rental   value for the part or the whole of the demised premises so re-let during the   term of the re-letting. Nothing herein contained shall limit or prejudice the   right of the Owner to prove for and obtain as liquidated damages by reason of   such termination, an amount equal to the maximum allowed by any statute or   rule of law in effect at the time when, and governing the proceedings in   which, such damages are to be proved, whether or not such amount be greater,   equal to, or less than the amount of the difference referred to above.
    
	
 
    	
 
    	
 
    
	
Default:
    	
 
    	
17.  (1) If Tenant defaults in fulfilling   any of the covenants of this lease other than the covenants for the payment   of rent or additional rent; or if the demised premises becomes vacant or   deserted, or if this lease be rejected under §365 of Title 11 of the U.S. Code   (Bankruptcy Code); or if any execution or attachment shall be issued against   Tenant or any of Tenant’s property whereupon the demised premises shall be   taken or occupied by someone other than Tenant; or if Tenant shall be in   default with respect to any other lease between Owner and Tenant; or if   Tenant shall have failed, after five (5) days written notice, to   redeposit with Owner any portion of the security deposited hereunder which   Owner has applied to the payment of any rent and additional rent due and   payable hereunder; or if Tenant fails to move into or take possession of the   demised premises within thirty (30) days after the commencement of the
    








 

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term of this   lease, of which fact Owner shall be the sole judge; then in any one or more   of such events, upon Owner serving a written fifteen (15) days notice upon   Tenant specifying the nature of said default, and upon the expiration of said   fifteen (15) days, if Tenant shall have failed to comply with or remedy such   default, or if the said default or omission complained of shall be of a   nature that the same cannot be completely cured or remedied within said   fifteen (15) day period, and if Tenant shall not have diligently commenced   during such default within such fifteen (15) day period, and shall not   thereafter with reasonable diligence and in good faith, proceed to remedy or   cure such default, then Owner may serve a written five (5) days notice   of cancellation of this lease upon Tenant, and upon the expiration of said   five (5) days this lease and the term thereunder shall end and expire as   fully and completely as if the expiration of such five (5) day period   were the day herein definitely fixed for the end and expiration of this lease   and the term thereof, and Tenant shall then quit and surrender the demised   premises to Owner, but Tenant shall remain liable as hereinafter provided.
    
	
 
    	
 
    	
(2) If   the notice provided for in (1) hereof shall have been given, and the   term shall expire as aforesaid; or if Tenant shall be in default in the   payment of the rent reserved herein or any item of additional rent herein   mentioned, or any part of either, or in making any other payment herein   required; then, and in any of such events, Owner may without notice, re-enter   the demised premises either by force or otherwise, and dispossess Tenant by   summary proceedings or otherwise, and the legal representative of Tenant or   other occupant of the demised premises, and remove their effects and hold the   demised premises as if this lease had not been made, and Tenant hereby waives   the service of notice of intention to re-enter or to institute legal   proceedings to that end. If Tenant shall make default hereunder prior to the   date fixed as the commencement of any renewal or extension of this lease,   Owner may cancel and terminate such renewal or extension agreement by written   notice.
    
	
 
    	
 
    	
 
    
	
Remedies of Owner and Waiver of   Redemption:
    	
 
    	
18.  In case of any such default, re-entry,   expiration and/or dispossess by summary proceedings or otherwise, (a) the   rent, and additional rent, shall become due thereupon and be paid up to the   time of such re-entry, dispossess and/or expiration, (b) Owner may   re-let the demised premises or any part or parts thereof, either in the name   of Owner or otherwise, for a term or terms, which may at Owner’s option be   less than or exceed the period which would otherwise have constituted the   balance of the term of this lease, and may grant concessions or free rent or   charge a higher rental than that in this lease, (c) Tenant or the legal   representatives of Tenant shall also pay to Owner as liquidated damages for   the failure of Tenant to observe and perform said Tenant’s covenants herein   contained, any deficiency between the rent hereby reserved and or covenanted   to be paid and the net amount, if any, of the rents collected on account of   the subsequent lease or leases of the demised premises for each month of the   period which
    


 





	
 
    	
 
    	
would otherwise   have constituted the balance of the term of this lease. The failure of Owner   to re-let the demised premises or any part or parts thereof shall not release   or affect Tenant’s liability for damages. In computing such liquidated   damages there shall be added to the said deficiency such expenses as Owner   may incur in connection with re-letting, such as legal expenses, reasonable   attorneys’ fees, brokerage, advertising, and for keeping the demised premises   in good order or for preparing the same for re-letting. Any such liquidated   damages shall be paid in monthly installments by Tenant on the rent day   specified in this lease, and any suit brought to collect the amount of the   deficiency for any month shall not prejudice in any way the rights of Owner   to collect the deficiency for any subsequent month by a similar proceeding.   Owner, in putting the demised premises in good order or preparing the same   for re-rental may, at Owner’s option, make such alterations, repairs,   replacements, and/or decorations in the demised premises as Owner, in Owner’s   sole judgment, considers advisable and necessary or the purpose of re-letting   the demised premises, and the making of such alterations, repairs,   replacements, and/or decorations shall not operate or be construed to release   Tenant from liability hereunder as aforesaid. Owner shall in no event be   liable in any way whatsoever for failure to re-let the devised premises, or   in the event that the demised premises are re-let, for failure to collect the   rent thereof under such re-letting, and in no event shall Tenant be entitled   to receive any excess, if any, of such net rents collected over the sums   payable by Tenant to Owner hereunder. In the event of a breach or threatened   breach by Tenant of any of the covenants or provisions hereof, Owner shall   have the right of injunction and the right to invoke any remedy allowed at   law or in equity as if re-entry, summary proceedings and other remedies were   not herein provided for. Mention in this lease of any particular remedy,   shall not preclude Owner from any other remedy, in law or in equity. Tenant   hereby expressly waives any and all rights of redemption granted by or under   any present or future laws.
    
	
 
    	
 
    	
 
    
	
Fees and Expenses:
    	
 
    	
19.  If Tenant shall default in the observance   or performance of any term or covenant on Tenant’s part to be observed or   performed under, or by virtue of, any of the terms or provisions in any   article of this lease, after notice if required, and upon expiration of the   applicable grace period, if any, (except in an emergency), then, unless   otherwise provided elsewhere in this lease, Owner may immediately, or at any   time thereafter, and without notice, perform the obligation of Tenant   thereunder. If Owner, in connection with the foregoing, or in connection with   any default by Tenant in the covenant to pay rent hereunder makes any   expenditures or incurs any obligations for the payment of money, including   but not limited to reasonable attorneys’ fees, in instituting, prosecuting or   defending any action or proceeding, and prevails in any such action or   proceeding, then Tenant will reimburse Owner for such sums so paid or   obligations incurred with interest and
    








 

6.















	
 
    	
 
    	
costs. The   foregoing expenses incurred by reason of Tenant’s default shall be deemed to   be additional rent hereunder and shall be paid by Tenant to Owner within ten   (10) days of rendition of any bill or statement to Tenant therefore. If   Tenant’s lease term shall have expired at the time of making of such   expenditures or incurring of such obligations, such sums shall be recoverable   by Owner as damages.
    
	
 
    	
 
    	
 
    
	
Building Alterations
   and Management:
    	
 
    	
20.  Owner shall have the right, at any time,   without the same constituting an eviction and without incurring liability to   Tenant therefore, to change the arrangement and or location of public   entrances, passageways, doors, doorways, corridors, elevators, stairs toilets   or other public parts of the building, and to change the name, number or   designation by which the building may be known. There shall be no allowance   to Tenant for diminution of rental value and no liability on the part of   Owner by reason of inconvenience, annoyance or injury to business arising   from Owner or other Tenant making any repairs in the building or any such   alterations, additions and improvements. Furthermore, Tenant shall not have   any claim against Owner by reason of Owner’s imposition of any controls of   the manner of access to the building by Tenant’s social or business visitors,   as Owner may deem necessary, for the security of the building and its   occupants.  [SEE   ADDENDUM]
    
	
 
    	
 
    	
 
    
	
No Repre-
   sentations
   by Owner:
    	
 
    	
21.  Neither Owner nor Owner’s agents have made   any representations or promises with respect to the physical condition of the   building, the land upon which it is erected, the demised premises, the rents,   leases, expenses of operation, or any other matter or thing affecting or   related to the demised premises or the building, except as herein expressly   set forth, and no rights, easements or licenses are acquired by Tenant by   implication or otherwise except as expressly set forth in the provisions of   this lease. Tenant has inspected the building and the demised premises and is   thoroughly acquainted with their condition and agrees to take the same   “as-is” on the date possession is tendered, and acknowledges that the taking   of possession of the demised premises by Tenant shall be conclusive evidence   that the said premises, and the building of which the same form a part, were   in good and satisfactory condition at the time such possession was so taken,   except as to latent defects. All understandings and agreements heretofore   made between the parties hereto are merged in this contract, which alone   fully and completely expresses the agreement between Owner and Tenant, and   any executory agreement hereafter made shall be ineffective to change, modify,   discharge or effect an abandonment of it in whole or in part, unless such   executory agreement is in writing and signed by the party against whom   enforcement of the change, modification, discharge or abandonment is sought.
    
	
 
    	
 
    	
 
    
	
End of
    	
 
    	
22.  Upon the expiration or other termination of   the term of this lease, Tenant shall quit and
    


 





	
Term:
    	
 
    	
surrender to   Owner the demised premises, “broom-clean”, in good order and condition,   ordinary wear and damages which Tenant is not required to repair as provided   elsewhere in this lease excepted, and Tenant shall remove all its property   from the demised premises. Tenant’s obligation to observe or perform this   covenant shall survive the expiration or other termination of this lease. If   the last day of the term of this lease, or any renewal thereof, falls on   Sunday, this lease shall expire at noon on the preceding Saturday, unless it   be a legal holiday, in which case it shall expire at noon on the preceding   business day.
    
	
 
    	
 
    	
 
    
	
Quiet Enjoyment:
    	
 
    	
23.  Owner covenants and agrees with Tenant that   upon Tenant paying the rent and additional rent and observing and performing   all the terms, covenants and conditions, on Tenant’s part to be observed and   performed, Tenant may peaceably and quietly enjoy the premises hereby   demised, subject, nevertheless, to the terms and conditions of this lease   including, but not limited to, Article 34 hereof, and to the ground   leases, underlying leases and mortgages hereinbefore mentioned.
    
	
 
    	
 
    	
 
    
	
Failure to
   Give Possession:
    	
 
    	
24.  If Owner is unable to give possession of   the demised premises on the date of the commencement of the term hereof   because of the holding-over or retention of possession of any tenant,   undertenant or occupants, or if the demised premises are located in a   building being constructed, because such building has not been sufficiently   completed to make the premises ready for occupancy or because of the fact   that a certificate of occupancy has not been procured, or if Owner has not   completed any work required to be performed by Owner, or for any other   reason, Owner shall not be subject to any liability for failure to give   possession on said date and the validity of the lease shall not be impaired   under such circumstances, nor shall the same be construed in any way to   extend the term of this lease, but the rent payable hereunder shall be abated   (provided Tenant is not responsible for Owner’s inability to obtain   possession or complete any work required) until after Owner shall have given   Tenant notice that Owner is able to deliver possession in the condition   required by this lease. If permission is given to Tenant to enter into   possession of the demised premises, or to occupy premises other than the   demised premises, prior to the date specified as the commencement of the term   of this lease, Tenant covenants and agrees that such possession and/or   occupancy shall be deemed to be under all the terms, covenants, conditions   and provisions of this lease, except the obligation to pay the fixed annual   rent set forth in page one of this lease. The provisions of this article   are intended to constitute “an express provision to the contrary” within the   meaning of Section 223-a of the New York Real Property Law.
    
	
 
    	
 
    	
 
    
	
No Waiver:
    	
 
    	
25.  The failure of Owner to seek redress for   violation of, or to insist upon the strict performance of, any covenant or   condition of this lease, or of any of the Rules or Regulations, set   forth or hereafter adopted by Owner, shall 
    








 

7.









 






	
 
    	
 
    	
not prevent a   subsequent act, which would have originally constituted a violation, from   having all the force and effect of an original violation. The receipt by   Owner of rent with knowledge of the breach of any covenant of this lease   shall not be deemed a waiver of such breach, and no provision of this lease   shall be deemed to have been waived by Owner unless such waiver be in writing   signed by Owner. No payment by Tenant, or receipt by Owner, of a lesser   amount than the monthly rent herein stipulated shall be deemed to be other   than on account of the earliest stipulated rent, nor shall any endorsement or   statement of any check or any letter accompanying any check or payment as   rent be deemed an accord and satisfaction, and Owner may accept such check or   payment without prejudice to Owner’s right to recover the balance of such   rent or pursue any other remedy in this lease provided. All checks tendered   to Owner as and for the rent of the demised premises shall be deemed payments   for the account of Tenant. Acceptance by Owner of rent from anyone other than   Tenant shall not be deemed to operate as an attornment to Owner by the payor   of such rent, or as a consent by Owner to an assignment or subletting by   Tenant of the demised premises to such payor, or as a modification of the   provisions of this lease. No act or thing done by Owner or Owner’s agents   during the term hereby demised shall be deemed an acceptance of a surrender   of said premises, and no agreement to accept such surrender shall be valid   unless in writing signed by Owner. No employee of Owner or Owner’s agent   shall have any power to accept the keys of said premises prior to the   termination of the lease, and the delivery of keys to any such agent or   employee shall not operate as a termination of the lease or a surrender of   the demised premises.
    
	
 
    	
 
    	
 
    
	
Waiver of
   Trial by Jury:
    	
 
    	
26.  It is mutually agreed by and between Owner   and Tenant that the respective parties hereto shall, and they hereby do,   waive trial by jury in any action, proceeding or counterclaim brought by   either of the parties hereto against the other (except for personal injury or   property damage) on any matters whatsoever arising out of or in any way   connected with this lease, the relationship of Owner and Tenant, Tenant’s use   of or occupancy of demised premises, and any emergency statutory or any other   statutory remedy. It is further mutually agreed that in the event Owner   commences any proceeding or action for possession, including a summary   proceeding for possession of the demised premises, Tenant will not interpose   any counterclaim, of whatever nature or description, in any such proceeding,   including a counterclaim under Article 4, except for statutory mandatory   counterclaims.
    
	
 
    	
 
    	
 
    
	
Inability to Perform:
    	
 
    	
27.  This lease and the obligation of Tenant to   pay rent hereunder and perform all of the other covenants and agreements   hereunder on part of Tenant to be performed shall in no way be affected,   impaired or excused because Owner is unable to fulfill any of its obligations   under this lease, or to supply, or is delayed in supplying, any service   expressly or impliedly to be supplied, or is unable to make, or is delayed in   
    


 





	
 
    	
 
    	
making, any   repairs, additions, alterations or decorations, or is unable to supply, or is   delayed in supplying, any equipment, fixtures or other materials, if Owner is   prevented or delayed from doing so by reason of strike or labor troubles, or   any cause whatsoever beyond Owner’s sole control including, but not limited   to, government preemption or restrictions, or by reason of any rule, order or   regulation of any department or subdivision thereof of any government agency,   or by reason of the conditions which have been or are affected, either   directly or indirectly, by war or other emergency.
    
	
 
    	
 
    	
 
    
	
Bills and Notices:
    	
 
    	
28.  Except as otherwise in this lease provided,   any notice, statement, demand or other communication required or permitted to   be given, rendered or made by either party to the other, pursuant to this   lease or pursuant to any applicable law or requirement of public authority,   shall be in writing (whether or not so stated elsewhere in this lease) and   shall be deemed to have been properly given, rendered or made, if sent by   registered or certified mail (express mail, if available), return receipt   requested, or by courier guaranteeing overnight delivery and furnishing a   receipt in evidence thereof, addressed to the other party at the address   hereinabove set forth (except that after the date specified as the   commencement of the term of this lease, Tenant’s address, unless Tenant shall   give notice to the contrary, shall be the building), and shall be deemed to   have been given, rendered or made (a) on the date delivered, if   delivered to Tenant personally, (b) on the date delivered, if delivered   by overnight courier or (c) on the date which is two (2) days after   being mailed. Either party may, by notice as aforesaid, designate a different   address or addresses for notices, statements, demand or other communications   intended for it. Notices given by Owner’s managing agent shall be deemed a   valid notice if addressed and set in accordance with the provisions of this   Article. At Owner’s option, notices and bills to Tenant may be sent by hand   delivery.
    
	
 
    	
 
    	
 
    
	
Water
   Charges:
    	
 
    	
29.  If Tenant requires, uses or consumes water   for any purpose in addition to ordinary lavatory purposes (of which fact   Owner shall be the sole judge) Owner may install a water meter and thereby   measure Tenant’s water consumption for all purposes. Tenant shall pay Owner   for the cost of the meter and the cost of the installation. Throughout the   duration of Tenant’s occupancy, Tenant shall keep said meter and installation   equipment in good working order and repair at Tenant’s own cost and expense.   In the event Tenant fails to maintain the meter and installation equipment in   good working order and repair (of which fact Owner shall be the sole judge)   Owner may cause such meter and equipment to be replaced or repaired, and   collect the cost thereof from Tenant as additional rent. Tenant agrees to pay   for water consumed, as shown on said meter as and when bills are rendered,   and in the event Tenant defaults in the making of such payment, Owner may pay   such charges and collect the same from Tenant as additional rent. Tenant   covenants and agrees to pay, as additional rent, 
    








 

8.











 






	
 
    	
 
    	
the sewer rent,   charge or any other tax, rent or levy which now or hereafter is assessed,   imposed or a lien upon the demised premises, or the realty of which they are   a part, pursuant to any law, order or regulation made or issued in connection   with the use, consumption, maintenance or supply of water, the water system   or sewage or sewage connection or system. If the building, the demised   premises, or any part thereof, is supplied with water through a meter through   which water is also supplied to other premises, Tenant shall pay to Owner, as   additional rent, on the first day of each month*,             % ($300.00) of the total meter   charges as Tenant’s portion. Independently of, and in addition to, any of the   remedies reserved to Owner hereinabove or elsewhere in this lease, Owner may   sue for and collect any monies to be paid by Tenant, or paid by Owner, for   any of the reasons or purposes hereinabove set forth.
    
	
 
    	
 
    	
 
    
	
Sprinklers:
    	
 
    	
30.  Anything elsewhere in this lease to the   contrary notwithstanding, if the New York Board of Fire Underwriters or the   New York Fire Insurance Exchange or any bureau, department or official of the   federal, state or city government recommend or installation of a sprinkler system,   or that any changes, modifications, alterations, or additional sprinkler   heads or other equipment be made or supplied in an existing sprinkler system   by reason of Tenant’s business, the location partitions, trade fixtures, or   other contents of the demised premises, or for any other reason, or if any   such sprinkler system installations, modifications, alterations, additional   sprinkler heads or other such equipment, become necessary to prevent the   imposition of a penalty or charge against the full allowance for a sprinkler   system in the fire insurance rate set by said Exchange or any other body   making fire insurance rates, or by any fire insurance company, Tenant shall,   at Tenant’s expense, promptly make such sprinkler system installations,   changes, modifications, alterations, and supply additional sprinkler heads or   other equipment as required, whether the work involved shall be structural or   non-structural in nature. Tenant shall pay to Owner as additional rent the   sum of $300.00*, on the first day of each month during   the term of this lease, as Tenant’s portion of the contract price for   sprinkler supervisory service.
    
	
 
    	
 
    	
 
    
	
Elevators, Heat, Cleaning:
    	
 
    	
31.  As long as Tenant is not in default under   any the covenants of this lease, beyond the applicable grace period provided   in this lease for the curing of such defaults, Owner shall: (a) provide   necessary passenger elevator facilities on business days from 8 a.m. to   6 p.m. and on Saturdays from 8 a.m. to 1 p.m.; (b) if   freight elevator service is provided, same shall be provided only on regular   business days, Monday through Friday inclusive, and on those days only   between the hours of 9 a.m. and 12 noon and between 1 p.m. and   5 p.m.; (c) furnish heat, water and other services supplied by   Owner to the demised premises,

 
    


 





	
 
    	
 
    	
when and as   required by law, on business days from 8 am. to 6 p.m. and on Saturdays   from 8 a.m. to 1 p.m.; (d) clean the public halls and public   portions of the building which are used in common by all tenants. Tenant   shall, at tenant’s expense, keep the demised premises, including the windows,   clean and in order, to the reasonable satisfaction of Owner, and for that   purpose shall employ person or persons, or corporations approved by Owner.   Tenant shall pay to Owner the cost of removal of any of Tenant’s refuse and   rubbish from the building. Bills for the same shall be rendered by Owner to   Tenant at such time as Owner may elect, and shall be due and payable   hereunder, and the amount of such bills shall be deemed to be, and be paid as   additional rent. Tenant shall, however, have the option of independently   contracting for the removal of such rubbish and refuse in the event that   Tenant does not wish to have same done by employees of Owner. Under such   circumstances, however, the removal of such refuse and rubbish by others   shall be subject to such rules and regulations as, in the judgment of   Owner, are necessary for the proper operation of the building. Owner reserves   the right to stop service of the heating, elevator, plumbing and electric   systems, when necessary, by reason of accident or emergency, or for repairs,   alterations, replacements or improvements, which in the judgment of Owner are   desirable or necessary to be made, until said repairs, alterations,   replacements or improvements shall have been completed. If the building of   which the demised premises are a part supplies manually operated elevator   service, Owner may proceed diligently with alterations necessary to   substitute automatic control elevator service without in any way affecting the   obligations of Tenant hereunder.  [SEE ARTICLE #59]
    
	
 
    	
 
    	
 
    
	
Security:*
    	
 
    	
32.  Tenant has deposited with Owner the sum of   $1,200,000.00 as security for the faithful performance and observance by   Tenant of the terms, provisions and conditions of this lease. It is agreed   that in the event Tenant defaults in respect of any of the terms, provisions   and conditions of this lease, including, but not limited to, the payment of   rent and additional rent, Owner may use, apply or retain the whole or any   part of the security so deposited to the extent required for the payment of   any rent and additional rent, or any other sum as to which Tenant is in   default, or for any sum which Owner may expend, or may be required to expend,   by reason of Tenant’s default in respect of any of the terms, covenants and   conditions of this lease, including but not limited to, any damages or   deficiency in the re-letting of the demised premises, whether such damages or   deficiency accrued before or after summary proceedings or other re-entry by Owner.   In the case of every such use, application or retention, Tenant shall, within   five (5) days after demand, pay to Owner the sum so used, applied or   retained which shall be added to the security deposit so that the same shall   be replenished to its former amount. In the event that Tenant shall fully and   faithfully comply with all of the terms, provisions, covenants and conditions   of this lease, the security shall be returned to
    








* Rider to be added if necessary

 

9.











 






	
 
    	
 
    	
Tenant after the   date fixed as the end of the lease, and after delivery of entire possession   of the demised premises to Owner. In the event of a sale of the land and   building or leasing of the building, of which the demised premises form a part,   Owner shall have the right to transfer the security to the vendee or lessee,   and Owner shall thereupon be released by Tenant from all liability for the   return of such security; and Tenant agrees to look to the new Owner solely   for the return of said security, and it is agreed that the provisions hereof   shall apply to every transfer or assignment made of the security to a new   Owner. Tenant further covenants that it will not assign or encumber, or   attempt to assign or encumber, the monies deposited herein as security, and   that neither Owner nor its successors or assigns shall be bound by any such   assignment, encumbrance, attempted assignment or attempted encumbrance.  [SEE ARTICLE #56]
    
	
 
    	
 
    	
 
    
	
Captions:
    	
 
    	
33.  The Captions are inserted only as a matter   of convenience and for reference, and in no way define, limit or describe the   scope of this lease nor the intent of any provision thereof.
    
	
 
    	
 
    	
 
    
	
Definitions:
    	
 
    	
34.  The term “Owner” as used in this lease   means only the owner of the fee or of the leasehold of the building, or the   mortgagee in possession for the time being, of the land and building (or the   owner of a lease of the building or of the land and building) of which the   demised premises form a part, so that in the event of any sale or sales or   conveyance, assignment or transfer of said land and building or of said   lease, or in the event of a lease of said building, or of the land and   building, the said Owner shall be and hereby is entirely freed and relieved   of all covenants and obligations of Owner hereunder, and it shall be deemed   and construed without further agreement between the parties or their   successors in interest, or between the parties and the purchaser, grantee,   assignee or transferee at any such sale, or the said lessee of the building,   or of the land and building, that the purchaser or the lessee of the building   has assumed and agreed to carry out any and all covenants and obligations of   Owner hereunder. The words “re-enter” and ‘‘re-entry” as used in this lease   are not restricted to their technical legal meaning. The term “rent” includes   the annual rental rate whether so expressed or expressed in monthly   installments, and “additional rent.” “Additional rent” means all sums which   shall be due to Owner from Tenant under this lease, in addition to the annual   rental rate. The term “business days” as used in this lease, shall exclude   Saturdays, Sundays and all days observed by the State or Federal Government   as legal holidays, and those designated as holidays by the applicable   building service union employees service contract, or by the applicable   Operating Engineers contract with respect to HVAC service. Wherever it is   expressly provided in this lease that consent shall not be unreasonably   withheld, such consent shall not be unreasonably delayed.
    


 





	
Adjacent   Excavation-Shoring:
    	
 
    	
35.  If an excavation shall be made upon land   adjacent to the demised premises, or shall be authorized to be made, Tenant   shall afford to the person causing or authorized to cause such excavation, a   license to enter upon the demised premises for the purpose of doing such work   as said person shall deem necessary to preserve the wall or the building, of   which demised premises form a part, from injury or damage, and to support the   same by proper foundations, without any claim for damages or indemnity   against Owner, or diminution or abatement of rent.
    
	
 
    	
 
    	
 
    
	
Rules and Regulation:
    	
 
    	
36.  Tenant and Tenant’s servants, employees,   agents, visitors, and licensees shall observe faithfully, and comply strictly   with, the Rules and Regulations annexed hereto and such other and further   reasonable Rules and Regulations as Owner or Owner’s agents may from time to   time adopt. Notice of any additional Rules or Regulations shall be given in   such manner as Owner may elect. In case Tenant disputes the reasonableness of   any additional Rules or Regulations hereafter made or adopted by Owner or   Owner’s agents, the parties hereto agree to submit the question of the   reasonableness of such Rules or Regulations for decision to the New York   office of the American Arbitration Association, whose determination shall be   final and conclusive upon the parties hereto. The right to dispute the   reasonableness of any additional Rules or Regulations upon Tenant’s part   shall be deemed waived unless the same shall be asserted by service of a   notice, in writing, upon Owner, within fifteen (15) days after the giving of   notice thereof. Nothing in this lease contained shall be construed to impose   upon Owner any duty or obligation to enforce the Rules and Regulations or   terms, covenants or conditions in any other lease, as against any other   tenant and Owner shall not be liable to Tenant far violation of the same by   any other tenant, its servants, employees, agents, visitors or licensees.
    
	
 
    	
 
    	
 
    
	
Glass:
    	
 
    	
37.  Owner shall replace, at the expense of   Tenant, any and all plate and other glass damaged or broken from any cause   whatsoever in and about the demised premises. Owner may insure, and keep   insured, at Tenant’s expense, all plate and other glass in the demised   premises for and in the name of Owner. Bills for the premiums therefore shall   be rendered by Owner to Tenant at such times as Owner may elect, and shall be   due from, and payable by Tenant when rendered, and the amount thereof shall   be deemed to be, and be paid as, additional rent.
    
	
 
    	
 
    	
 
    
	
Estoppel   Certificate:
    	
 
    	
38.  Tenant, at any time, and from time to time,   upon at least ten (10) days prior notice by Owner, shall execute, acknowledge   and deliver to Owner, and/or to any other person, firm or corporation   specified by Owner, a statement certifying that this lease is unmodified and   in full force and effect (or if there have been modifications, that the same   is in full force and effect as modified and stating the modifications),   stating the dates to which the rent and additional rent have been paid,   stating
    








 

10.











 






	
 
    	
 
    	
whether or not   there exists any default by Owner under this lease, and, if so, specifying   each such default and such other information as shall be required of Tenant.
    
	
 
    	
 
    	
 
    
	
Directory
   Board Listing:
    	
 
    	
39.  If, at the request of, and as accommodation   to, Tenant, Owner shall place upon the directory board in the lobby of the   building, one or more names of persons or entities other than Tenant, such   directory board listing shall not be construed as the consent by Owner to an   assignment or subletting by Tenant to such persons or entities. [SEE ADDENDUM]
    
	
 
    	
 
    	
 
    
	
Successors
   and Assigns:
    	
 
    	
40.  The covenants, conditions and agreements   contained in this lease shall bind and inure to the benefit of Owner and   Tenant and their respective heirs, distributees, executors, 
    


 





	
 
    	
 
    	
administrators,   successors, and except as otherwise provided in this lease, their assigns,   Tenant shall look only to Owner’s estate and interest in the land and   building for the satisfaction of Tenant’s remedies for the collection of a   judgment (or other judicial process) against Owner in the event of any   default by Owner hereunder, and no other property or assets of such Owner (or   any partner, member, officer or director thereof, disclosed or undisclosed),   shall be subject to levy, execution or other enforcement procedure for the   satisfaction of Tenant’s remedies under, or with respect to, this lease, the   relationship of Owner and Tenant hereunder, or Tenant’s use and occupancy of the   demised premises.
    








 

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

 

 

 

	
Witness for Owner:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
N/A
    	
 
    	
TWENTY THIRD R.P.   ASSOCIATES
    
	
 
    	
 
    	
 
    
	
Witness for Owner:
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Member
    
	
N/A
    	
 
    	
BY:  Adams & Company Real Estate, LLC,   Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
TREMOR MEDIA, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
BY: /s/ Jason Glickman
    
	
 
    	
 
    	
 
    	
/     /10
    


 

 

 

ACKNOWLEDGEMENT

 

STATE OF NEW YORK,

ss.:

COUNTY OF

 

On the 19th day of July in the year 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Jason Glickman, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

 

 

	
 
    	
 
    	
/s/ Stephanie E Gerst
    
	
 
    	
 
    	
NOTARY   PUBLIC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Stephanie   E Gerst
    
	
 
    	
 
    	
Notary   Public – State of New York
    
	
 
    	
 
    	
NO.   01GE6192772
    
	
 
    	
 
    	
Qualified   in New York County
    
	
 
    	
 
    	
My   Commission Expires 9/2/12
    


 

11.











 

IMPORTANT — PLEASE READ

 

 






RULES AND REGULATIONS ATTACHED TO AND
 MADE A PART OF THIS LEASE
 IN ACCORDANCE WITH ARTICLE 36.

 

1.     The sidewalks, entrances, driveways, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by Tenant or used for any purpose other than for ingress or egress from the demised premises and for delivery of merchandise and equipment in a prompt and efficient manner, using elevators and passageways designated for such delivery by Owner. There shall not be used in any space, or in the public hall of the building, either by Tenant or by jobbers or others in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and sideguards. If said premises are situated on the ground floor of the building, Tenant shall further, at Tenant’s expense, keep the sidewalk and curb in front of said premises clean and free from ice, snow, dirt and rubbish.

 

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

 

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

 

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

 

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

 

6.     Tenant shall not mark, paint, drill into, or in any way deface any part of the demised premises or the building of which they form a part. No boring, cutting, or stringing of wires shall be permitted, except with the prior written consent of Owner, and as





 

Owner may direct. Tenant shall not lay linoleum, or other similar floor covering, so that the same shall come in direct contact with the floor of the demised premises, and, if linoleum or other similar floor covering is desired to be used, an interlining of builder’s deadening felt shall be first affixed to the floor, by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited.

 

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

 

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

 

9.     Tenant shall not obtain for use upon the demised premises ice, drinking water, towel and other similar services, or accept barbering or bootblacking services in the demised premises, except from persons authorized by Owner, and at hours and under regulations fixed by Owner. Canvassing, soliciting and peddling in the building is prohibited and Tenant shall cooperate to prevent the same.

 

10.   Owner reserves the right to exclude from the building all persons who do not present a pass to the building signed by Owner. Owner will furnish passes to persons for whom any Tenant requests same in writing. Tenant shall be responsible for all persons for whom it requests such pass, and shall be liable to Owner for all acts of such persons. Notwithstanding the foregoing, Owner shall not be required to allow Tenant or any person to enter or remain in the building, except on business days from 8:00 a.m. to 6:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m. Tenant shall not have a claim against Owner by reason of Owner excluding from the building any person who does not present such pass.

 

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

 

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

 

13.   Tenant shall not use the demised premises in a manner which disturbs or interferes with other tenants in the beneficial use of their premises.







 











 






14.   Refuse and Trash. (1) Compliance by Tenant. Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future laws, orders, and regulations, of all state, federal, municipal, and local governments, departments, commissions and boards regarding the collection, sorting, separation and recycling of waste products, garbage, refuse and trash. Tenant shall sort and separate such waste products, garbage, refuse and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse and trash shall be placed in separate receptacles reasonably approved by Owner. Tenant shall remove, or cause to be removed by a contractor acceptable to Owner, at Owner’s sole discretion, such items as Owner may expressly designate. (2) Owner’s Rights in Event of Noncompliance. Owner has the option to refuse to collect or accept from Tenant waste products, garbage, refuse or trash





(a) that is not separated and sorted as required by law or (b) which consists of such items as Owner may expressly designate for Tenant’s removal, and to require Tenant to arrange for such collection at Tenant’s sole cost and expense, utilizing a contractor satisfactory to Owner. Tenant shall pay all costs, expenses, fines, penalties or damages that may be imposed on Owner or Tenant by reason of Tenant’s failure to comply with the provisions of this Building Rule 14, and, at Tenant’s sole cost and expense, shall indemnity, defend and hold Owner harmless including reasonable legal fees and expenses) from and against any actions, claims and suits arising from such noncompliance, utilizing counsel reasonably satisfactory to Owner.







 

	
Address
    	
53-7 WEST 23RD STREET thru to 34 WEST 24TH
   STREET and 30-2 WEST 24TH STREET
    	
 
    	
Tenant’s   Copy
    
	
Premises
    	
ENTIRE 12TH FLOORS
    	
 
    


 

	
 
    	
 
    	
 
    	
Dated July 26,
    	
in the year 2010
    
	
 
    	
TO   TREMOR   MEDIA, INC.
    	
 
    	
 
    	
 
    


 

	
 
    	
 
    	
 
    	
Rent Per   Year
    	
See Article #47
    
	
 
    	
STANDARD   FORM OF
    	
 
    	
 
    	
 
    
	
 
    	
Loft
    	
 
    	
Rent Per   Month
    	
See Article #47
    
	
 
    	
Lease
    	
 
    	
 
    	
 
    


 

	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Term
    	
10 yrs. 6 mos.
    
	
 
    	
The Real   Estate Board of New York, Inc.

Copyright 2004.  All rights Reserved.

Reproduction in whole or   in part prohibited
    	
 
    	
From
    	
11/1/10
    
	
 
    	
 
    	
To
    	
4/30/21
    
	
 
    	
 
    	
 
    	
 
    


 

	
 
    	
 
    	
 
    	
Drawn by
    	
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Checked by
    	
 
    


 

	
 
    	
 
    	
 
    	
Entered by
    	
 
    


 

	
 
    	
 
    	
 
    	
Approved by
    	
 
    


 

	
 
    	
 
    	
 
    	
 
    


 

	
 

 
    	
 

Company:
    	
 

ADAMS &   COMPANY REAL ESTATE, LC
    	
 
    	
 
    	
 

 S/N:
    	
 

PCF5-03396
    	
 

 
    
	
 
    	
Provided by:
    	
LEASING   DEPARTMENT
    	
 
    	
 
    	
 Printed using   Software from Professional Computer Forms Co. v. 12/04
    
	
 
    	
 
    	
 
    
										


 









 

FIRST AMENDMENT TO LEASE

 

FIRST AMENDMENT TO LEASE (“First Amendment”), dated as of November 1, 2010, between TWENTY-THREE R.P. ASSOCIATES (“Landlord” or “Owner”), and TREMOR MEDIA, INC. (“Tenant”).

 

W I T N E S S E T H:

 

WHEREAS, by Agreement of Lease dated as of July 26, 2010 (“Lease”), Landlord leased to Tenant certain premises consisting of the entire twelfth (12th) floors (“Demised Premises”) of the buildings located at 53-7 West 23rd Street through to 34 West 24th Street, and 30-2 West 24th street, New York, New York (“Building”), which Demised Premises are more particularly described in the Lease; and

 

WHEREAS, Landlord and Tenant desire to modify the commencement date and other provisions of the Lease on the terms and conditions hereinafter set forth; and

 

WHEREAS, Landlord and Tenant desire to amend the Lease as set forth herein.

 

NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

 

l.          All capitalized terms used but not otherwise defined in this First Amendment shall have the meanings ascribed to them in the Lease.

 

2.         The introductory paragraph to the Lease is hereby amended such that the commencement date of the lease of November 1, 2010, is hereby deleted and “December l, 2010” is hereby replaced in its stead, and the expiration date of the lease of April 30, 2021, is hereby deleted and “May 31, 2021” is hereby replaced in its stead.

 

3.         Section 47 of the Lease is hereby amended such that each reference therein to “November 1” shall be deleted and replaced with “December 1” in its stead, each reference to “October 31” shall be deleted and replaced with “November 30” in its stead, and “April 30, 2021” shall be deleted and replaced with “May 31, 2021” in its stead.

 

4.         Section 55 of the Lease is hereby amended such that “November 1, 2010” shall be deleted and “December 1, 2010” shall be replaced in its stead, and “April 30, 2011” shall be deleted and replaced with “May 31, 2011” in its stead.

 

5.         Section 56 of the Lease is hereby amended such that “April 30, 2013, April 30 2016 and October 31, 2018” shall be replaced with “May 31, 2013, May 31, 2016 and November 30, 2018” in its stead.

 

6.         Section 69 of the Lease is hereby amended such that “April 30, 2016” shall be deleted and “May 31, 2016” shall be replaced in its stead, and “April 1, 2015” shall be deleted and replaced with “May l, 2015” in its stead.

 











 

7.         Section 72 of the Lease is hereby amended such that ‘‘November l, 2010” is hereby deleted and “December 1, 2010” shall be replaced in its stead.

 

8.         Except as set forth in this First Amendment, the Lease remains unchanged and in full force and effect.  All references in the Lease to “Lease” shall be deemed to be references to the Lease, as amended by this First Amendment.

 

9.         This First Amendment constitutes the entire agreement between Landlord and Tenant regarding the subject matter herein and supersedes any and all prior agreements, representations and negotiations, whether written or oral.

 

10.       This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

11.       In the event of any inconsistency between the terms of the Lease and this First Amendment, the terms of this First Amendment shall control.

 

12.       Tenant acknowledges that Landlord has substantially completed the work set forth in the Work Order, dated July 26, 2010, attached to and forming a part of the Lease.

 

[Signatures appear on following page]

 

2.











 

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date and year first above written.

 

	
 
    	
 
    	
LANDLORD:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
ADAMS &   COMPANY RE LLC AS AGENT FOR
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
TWENTY-THREE R.P.   ASSOCIATES
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ David Levy
    	
 
    
	
 
    	
 
    	
 
    	
Name:
    	
David Levy
    
	
 
    	
 
    	
 
    	
Title:
    	
Member
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
TENANT:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
TREMOR MEDIA INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Mark Pinney
    	
 
    
	
 
    	
 
    	
 
    	
Name:
    	
Mark Pinney
    
	
 
    	
 
    	
 
    	
Title:
    	
Chief Operating Officer