(the “**Additional Sub-Sublease Premises Term**”) commencing on the later to occur of (x) June 1,2010 and (y) the date on which Sub-Sublandlord shall deliver possession of the AdditionalSub-Sublease Premises to Subtenant, along with the Consent to New Sublease (as hereinafter defined)(the “**Additional Sub-Sublease Premises Commencement Date**”), and expiring at 11:59 p.m. on April 28,2012, unless sooner terminated pursuant to the terms hereof, the terms of the Sublease, or byoperation of law. Promptly after delivery of possession of the Additional Sub-Sublease Premises toSubtenant, the parties shall execute a letter confirming the Additional Sub-Sublease PremisesCommencement Date of this Addendum. Notwithstanding the foregoing, prior to the AdditionalSub-Sublease Premises Commencement Date, but no earlier than May 17, 2010, and only after providingSub-Sublandlord with the Insurance Evidence (as defined below) (the “**Access Period**”), Subtenant mayaccess the Additional Sub-Sublease Premises solely to perform the following work: (i) painting;(ii) carpeting the main conference room; (iii) cabling; (iv) electrical; and (iv) installingsecurity cameras (the “**Additional Subtenant’s Work**”). The term “Subtenant’s Work”, as defined inthe Sublease, shall hereafter, to the extent applicable, be deemed to include the AdditionalSubtenant’s Work. Subtenant’s access to the Additional Sub-Sublease Premises during the AccessPeriod shall be subject to all applicable terms and conditions of the Sublease other than thepayment of any rent or other expenses as set forth in Sections 3, 4 and 5 below or otherwiseprovided herein, including, but not limited to, the applicable provisions in Section 1.C. For sakeof clarity, the payment obligations set forth in Sections 3, 4 and 5 of this Addendum shall notcommence until the Additional Sub-Sublease Premises Commencement Date. Subtenant shall maintain ineffect, and evidence to Sub-Sublandlord, worker’s compensation insurance and disability insurancein accordance with statutory requirements, and general liability insurance against bodily injury,property damage, and contractual liability in connection with the Additional Subtenant’s Work witha combined single limit of $1,000,000 per occurrence and $2,000,000 in the aggregate, namingSub-Sublandlord as an additional insured with respect to such liability insurance (the “**InsuranceEvidence**”).          (b) Consent to Sublease. The Sublease as added to by this Addendum is conditioned uponthe written consent by the Master Landlord and Sublandlord to the sublease of the AdditionalSub-Sublease Premises in accordance with the terms of this Addendum and the Master Lease (the“**Consent to New Sublease”**). Promptly after the execution of this Addendum, Sub-Sublandlord shallpresent the Consent to New Sublease to Master Landlord and Sublandlord for execution.Sub-Sublandlord shall use its best efforts to obtain Master Landlord’s and Sublandlord’s executionof the Consent to New Sublease on or before that date which is 45 days from the date first setforth above (the “**Final New Consent Delivery Date”**), including payment of any moneys required to bepaid such parties for their consent, but Sub-Sublandlord shall not be required to take any legalaction for such purpose. Subtenant agrees to cooperate with Sub-Sublandlord in responding to anyreasonable request by Master Landlord and Sublandlord for information (financial or otherwise) ordocuments relating to Subtenant or its business. Should Sub-Sublandlord fail for any reason todeliver possession of the Additional Sub-Sublease Premises along with the executed Consent to NewSublease by the Final New Consent Delivery Date, Subtenant may terminate this Addendum or elect tocause the Additional Sub-Sublease Premises Term to commence on (and the Additional Sub-SubleasePremises Commencement Date shall be) the date on which Sub-Sublandlord actually delivers toSubtenant
 

 
both possession of the Additional Sub-Sublease Premises and the fully executed Consent to NewSublease.          (c) Sub-Sublandlord’s Work. Sub-Sublandlord, at its sole cost and expense, shall “boxin” the internal staircase located in the Additional Sub-Sublease Premises and shall install asecondary egress door to the Data Room and shall separate the Data Room by creating a caged in areafor Subtenant’s use, all of which shall be performed in accordance with the plans andspecifications reasonably approved by Subtenant (collectively, “**Sub-Sublandlord’s Work**”).Sub-Sublandlord shall use its best efforts to complete the Sub-Sublandlord’s Work on or before thatdate which is 45 days from the date first set forth above; provided, however, that in all events,Sub-Sublandlord’s Work shall be completed other than punchlist items on or before the date thatoccurs thirty (30) days after the Additional Sub-Sublease Premises Commencement Date. In the eventthat Sub-Sublandlord does not complete the Sub-Sublandlord’s Work within forty-five (45) daysafter the date that Sub-Sublandlord obtains (i) the Consent to New Sublease, (ii) the MasterLandlord’s approval of the plans for the Sub-Sublandlord’s Work, and (ii) all building departmentpermits and approvals necessary to perform the Sub-Sublandlord’s Work, (the “**Outside CompletionDate**”), the Additional Monthly Base Rent (as defined below) shall be abated by 50% for the firstfifteen (15) days following the Outside Completion Date and shall be abated 100% thereafter untilthe Sub-Sublandlord’s Work is completed. Any abatement shall be prorated for partial months inwhich the Sub-Sublandlord’s Work is not completed. Sub-Sublandlord’s obligation to complete theSub-Sublandlord’s Work as set forth above shall not include punchlist items.     **3. ****Rent****.**In addition to any Monthly Base Rent obligations pursuant to the Sublease,commencing on the Additional Sub-Sublease Premises Commencement Date, Subtenant shall paySub-Sublandlord annual rent in the amount of TWO HUNDRED SEVENTY THREE THOUSAND EIGHT HUNDREDNINETY-ONE AND 50/100 DOLLARS ($273,891.50) [(11,650 square feet x $23.51PSF] (“**Additional AnnualBase Rent**”), payable in equal monthly installments during such period in the amount of Twenty-TwoThousand Eight Hundred Twenty-Four and 29/100Dollars ($22,824.29) per month (“**Additional MonthlyBase Rent**”). Any partial month shall be prorated accordingly. Concurrently with the execution anddelivery of this Addendum, Subtenant shall deliver to Sub-Sublandlord payment consisting of thefirst month’s Additional Monthly Base Rent.     **4. ****Operating Expenses**. Commencing on the first anniversary of the AdditionalSub-Sublease Premises Commencement Date, as its proportionate share of Operating Expenses for theAdditional Sub-Sublease Premises, Subtenant shall pay Sub-Sublandlord three percent (3%) of theAdditional Annual Base Rent in equal monthly installments with the Additional Monthly Base Rent.Any partial year shall be prorated accordingly. For the sake of clarity, other than as set forthin this Addendum, Subtenant shall not be responsible for any other payments of Operating Expensesfor the Additional Sub-Sublease Premises. Subtenant’s payment obligations with respect toOperating Expenses for the Original Sub-Sublease Premises shall remain unchanged.     **5. ****Real Estate Taxes**. Commencing on the first anniversary of the AdditionalSub-Sublease Premises Commencement Date, Subtenant shall pay Sub-Sublandlord 29.12% of the
 

 
increased amount of real estate taxes payable by Sub-Sublandlord to Sublandlord to MasterLandlord pursuant to Paragraph THIRTY-EIGHTH of the Master Lease, utilizing the 2010/2011 fiscalyear as the Sublease Real Estate Tax Base Year for the calculation, for the Additional Sub-SubleasePremises. Such payments shall be made in equal monthly installments with the Additional MonthlyBase Rent. Any partial year shall be prorated accordingly. Subtenant’s payment obligations withrespect to real estate taxes for the Original Sub-Sublease Premises shall remain unchanged.     **6. ****Real Estate Brokers****.**Each of Sub-Sublandlord and Subtenant represents and warrantsthat it has neither consulted nor negotiated with any broker or finder with regard to theAdditional Sub-Sublease Premises or this Addendum other than CB Richard Ellis and Jones LangLaSalle (the “**Brokers**”). Each of Sub-Sublandlord and Subtenant shall indemnify, defend, protect andhold the other party harmless from and against any claims for fees and commissions (includingreasonable attorneys’ fees) from anyone claiming to have dealt with Sub-Sublandlord or Subtenant,as the case may be, other than the Brokers, in connection with the Additional Sub-Sublease Premisesor this Addendum. Sub-Sublandlord shall pay the commission due the Brokers in accordance with aseparate agreement and, notwithstanding the foregoing, shall indemnify Subtenant for any claim bythe Brokers for payment of any commission due to the Brokers under such separate agreement.     **7. ****Cleaning and Maintenance****.**Cleaning and maintenance of the Additional Sub- SubleasePremises is not included in the Additional Monthly Base Rent.     **8. ****Furniture and Fixtures****.**Without additional charge to Subtenant, Subtenant shallhave use during the Additional Sub-Sublease Premises Term of the furniture and fixtures existing inthe Additional Sub-Sublease Premises as of the Additional Sub-Sublease Premises Commencement Datewhich shall be set forth in an inventory to be reasonably agreed to by both Sub-Sublandlord andSubtenant on or before May 21, 2010.     **9. ****Alterations**. Sub-Sublandlord shall not require the removal by Subtenant of anyalterations, decorations, installations, additions or improvements existing in the AdditionalSub-Sublease Premises as of the Additional Sub-Sublease Premises Commencement Date. Anyrequirements regarding alterations, decorations, installations, additions or improvements in theAdditional Sub-Sublease Premises made on or after the Additional Sub-Sublease Premises CommencementDate shall be governed by the terms and conditions in the Sublease.     **10. ****Related Entity Use**. Sub-Sublandlord acknowledges that the Additional Sub-SubleasePremises, initially, will be occupied by Rivet, a Draftfcb company.     **11. ****Signage**. Sub-Sublandlord shall use best efforts to obtain Master Landlord’sconsent to the placement of signs on the floor of the Additional Sub-Subleased Premises and lobby,as permitted by the Master Lease.     **12. ****Entire Agreement****.**This Addendum sets forth the entire agreement between theparties with respect to the matters set forth herein. There have been no additional oral orwritten representations or agreements.
 

 
     **13. ****Counterparts**. This Addendum may be executed in counterparts, each of which shallbe deemed to be an original and all of which shall together constitute in one and the sameinstrument.     **14. ****Authority**. Sub-Sublandlord and Subtenant each represents and warrants to theother that the execution, delivery and performance of this Addendum by such party, and theconsummation of all transactions contemplated hereby, have been duly authorized by all necessaryaction of such party.     **15. ****Severability**. If any provision of this Addendum or the application thereof to anyperson or circumstance is or shall be deemed illegal, invalid or unenforceable, the remainingprovisions hereof shall remain in full force and effect and this Addendum shall be interpreted asif such legal, invalid or unenforceable provision did not exist herein.     **16. ****Governing Law****.**This Addendum shall be governed by the laws of the State of NewYork.     **17. ****Successors and Assigns****.**The covenants, terms, conditions, provisions andundertakings in this Addendum shall extend to and be binding upon the successors and permittedassigns of the respective parties hereto.[Execution page follows]
 

 
**IN WITNESS WHEREOF**, the parties hereto have caused this Addendum to be executed as of the day andyear first above written.      **SUB-SUBLANDLORD :**