Common use of Grant of Option; Conditions Clause in Contracts

Grant of Option; Conditions. Tenant shall have the one-time right of first offer (the “Right of First Offer”) with respect to each portion of (i) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, or portion of such Suite, a “Potential Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that any Potential Offering Space has become Available (defined below), but prior to leasing such Potential Offering Space to a party other than any existing tenant thereof, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:

Grant of Option; Conditions. A. Subject to the terms of this Section 8, Tenant shall have the one-time a right of first offer (the “Right of First Offer”) with respect to the 14th and 15th floors of the Building (and with respect to each portion of (ithereof) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, floor or portion of such Suitethereof, a “Potential Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord Landlord, subject to the terms of this Section 8, shall advise provide Tenant with a written notice (the for purposes of this Section 8, an “Advice”) advising Tenant of the material terms under on which Landlord is prepared to lease such Potential Offering Space (sometimes referred to herein as an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlordbe consistent with Section 8.2 below. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease leased to a third party as of the date of mutual execution and delivery of the this Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located received a prospective tenant that may be interested in leasing written proposal to lease such Potential Offering SpaceSpace from a prospective tenant; and (ii) thereafter, or if such Potential Offering Space is under lease leased to a third party as of the date of mutual execution and delivery of the this Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the such third-party tenant tenant, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge thatIf the term for the Offering Space, as set forth in the Advice, extends beyond the expiration date for the balance of the date Premises, Landlord, at its option, may state in the Advice that if Tenant exercises its Right of this LeaseFirst Offer based on the Advice, Suite 4120 is occupied and under lease the term for the balance of the Premises shall be extended to Paloma Securitiesbe coterminous with the term for the Offering Space, LLLCas provided in Section 8.2.E below). Upon receiving an Advice, and Suite 4150 is unoccupied and not leased. Tenant may lease any the Offering Space Space, in its entirety only, under such termsthe terms set forth in the Advice, by delivering to Landlord a written notice of exercise to Landlord satisfying any applicable requirements of Section 8.2.E below (the for purposes of this Section 8, a “Notice of Exercise”) within 5 Business Days five (5) business days after the date of receiving the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. Tenant shall have the one-time an ongoing right of first offer (the “Right of First Offer”) with respect to the following suite (and with respect to each portion of such suite) (i) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, suite or portion of such Suitethereof, a “Potential Offering Space”). ): the 3,090 rentable square feet known as Suite 250 on the second floor of the Building shown on the demising plan attached to the Lease as Exhibit H. Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that any Potential Offering Space has become Available (defined below), but prior to leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by LandlordLandlord (subject to Section 8.2 below). For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located delivered to (or received from) a prospective tenant that may be interested in leasing such Potential Offering Space a written proposal for such Potential Offering Space; and (ii) thereafterif such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, or if such Potential Offering Space is under lease to a third party as of at any time after the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days ten (10) days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:

Grant of Option; Conditions. On the conditions set forth below, which conditions Landlord may waive, at its election, by written notice to Tenant at any time, Tenant shall have the one-time right of first offer expansion (the “Right of First OfferExpansion Option”) to lease a block of space (the “Expansion Space”) containing a minimum of 20,000 contiguous rentable square feet of floor area and a maximum of the entire remainder of the Unleased (as hereinafter defined) space on the applicable floor of the Building, the exact size and location of which is to be reasonably designated by Landlord, within the Potential Expansion Space, as hereinafter defined. The Expansion Space shall be located on the third (3rd) floor of the Building, provided, however, that if there is not at least 20,000 contiguous rentable square feet of floor area of Unleased space on the third (3rd) floor of the Building, then the Expansion Space shall be located on the fifth (5th) floor of the Building (collectively, the “Potential Expansion Space”). Tenant’s Expansion Option shall be in effect for the period from the Execution Date hereof through the date that there is no longer sufficient Unleased Potential Expansion Space remaining to satisfy the Expansion Space (such date, the “Expansion Option Expiration Date”). As used herein, “Unleased” shall mean that Landlord (i) has not executed a lease for the space in question (with Tenant or with another tenant(s)), and (ii) Landlord does not have copies of a lease for such space outstanding. (In other words, the Potential Expansion Space is currently vacant, and Xxxxxx’s Expansion Option with respect to each portion of (i) the approximately 8,114 rentable square feet known as Suite 4150 Potential Expansion Space shall end on the 41st floor of the Buildingdate Landlord first enters into a lease for such portion, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Buildingwhether such lease is with Tenant or with another party. Furthermore, each shown on the demising plan attached hereto as Exhibit H (each such Suite, or portion of such Suite, a “Potential Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at during any time after period in which Landlord has determined that any a draft lease outstanding, Tenant shall also have no rights in the space to which such draft apply.) While the Expansion Space may be located anywhere within the Potential Offering Space has become Available (defined below)Expansion Space, but prior to leasing such Potential Offering Space to a party other than any existing tenant thereofTenant shall have only one Expansion Option hereunder, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering only one Expansion Space. Landlord and Tenant each acknowledge thatNotwithstanding the foregoing, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days after the date of the Advice, except that Tenant shall have no such Right Expansion Option if, at the time of First Offer and Landlord need not provide Tenant with an Advice option exercise or at the Commencement Date with respect to any Potential Offering the Expansion Space, if:

Grant of Option; Conditions. On the conditions set forth below, which conditions Landlord may waive, at its election, by written notice to Tenant at any time, Tenant shall have the one-time ongoing right of first offer refusal (the “Right of First OfferRefusal”) with respect to each all or any portion of the third (i3rd) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the BuildingBuilding (the “Refusal Space”) for the period from the Execution Date hereof through the date Landlord first executes a lease for the Refusal Space in question with Tenant or another party. (In other words, the Refusal Space is currently vacant, and (ii) Xxxxxx’s Right of First Refusal with respect to any portion of the 1,298 rentable square feet known as Suite 4120 Refusal Space shall end on the 41st floor of the Buildingdate Landlord first enters into a lease for such portion, each shown on the demising plan attached hereto as Exhibit H (each whether such Suite, lease is with Tenant or portion of such Suite, a “Potential Offering Space”). with another party.) Tenant’s Right of First Offer Refusal shall be exercised as follows: at any time after Landlord has determined that any Potential Offering Space has become Available (defined below)When Active Negotiations, but prior as hereinafter defined, have occurred with respect to leasing such Potential Offering Space to all or a party other than any existing tenant thereofportion of the Refusal Space, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease of such Potential Offering Space Active Negotiations (an “Offering Space”) to Tenant for with the remainder of the TermPro Rata Modifications, which terms shall reflect the Prevailing Market (as hereinafter defined) rate for such Offering Space (provided, however, that if the Active Negotiations are in effect because of the exchange of 4 bona fide written proposals, as reasonably determined by Landlord. For purposes hereofset forth below, a Potential Offering Space then the Advice shall be deemed to become “Available” as follows: (ibased upon the terms of Landlord’s last proposal, with the Pro Rata Modifications) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space in its entirety onlythe Refusal Space, under such terms, by delivering providing Landlord with written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days five (5) business days after the date of the Advice. As used herein, except “Active Negotiations” means that Landlord has entered into negotiations with a third party tenant (a “Prospect”) for such portion of the Refusal Space, which negotiations have progressed to the earlier to occur of (i) an exchange of four (4) bona fide written proposals between Landlord and the Prospect, or (ii) a signed letter of intent between Landlord and the Prospect. Notwithstanding the foregoing, Tenant shall have no such Right of First Offer Refusal and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:

Grant of Option; Conditions. 5.1.1 Subject to the terms of this Section 5.1, Tenant shall have the one-time an ongoing right of first offer (the “Right of First Offer”) with respect to each of the following suites (and with respect to each portion of (ieach such suite) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, suite or portion of such Suitethereof, a “Potential Offering Space”)): (i) to the extent Tenant does not deliver a Suite 100 Retention Notice pursuant to Section 4.3, above, the Suite 100 Premises, and (ii) the Suite 110 Premises. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord shall advise provide Tenant with written notice (the “Advice”) advising Tenant of the terms under which Landlord is prepared to lease such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect ninety-five percent (95%) of the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the EXHIBIT F date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing for such Potential Offering SpaceSpace as evidence by an exchange of written lease proposals; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of of, or at any time after, the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space in its entirety onlyonly (except that if Landlord notices Tenant on both the Suite 100 Premises and the Suite 110 Premises, Tenant may elect to exercise its right of first offer with respect to one such space and not the other), under such termsthe terms set forth in the Advice, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days five (5) business days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. A. Subject to the terms of this Section 5, Tenant shall have the a one-time right of first offer (the “Right of First Offer”) with respect to each of the following suites (and with respect to each portion of (ieach such suite) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, suite or portion of such Suitethereof, a “Potential Offering Space”). ): (i) the 2,732 rentable square feet known as Suite 405 on the fourth floor of the Building shown on the demising plan attached to the Lease as Exhibit H and (ii) the 4,347 rentable square feet known as Suite 420 on the fourth floor of the Building shown on the demising plan attached to the Lease as Exhibit I. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord shall advise provide Tenant with written notice (the “Advice”) advising Tenant of the terms under which Landlord is prepared to lease such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space in its entirety only, under such termsthe terms set forth in the Advice, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days 10 days after the date Tenant’s receipt of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. A. Subject to the terms of this Section 9.4. Tenant shall have the a one-time right of first offer (the “Additional Right of First Offer”) with respect to each of the following suites (and with respect to each portion of each such suite) (each such suite or portion thereof, a “Potential Offering Space”): (i) the approximately 8,114 3,211 rentable square feet known as Suite 4150 No. 600 on the 41st sixth floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each Building shown on the demising plan attached hereto as Exhibit H (each such Suite, or portion of such SuiteE-1, a “Potential Offering Space”)(ii) the 1,682 rentable square feet known as Suite No. 605 on the sixth floor of the Building shown on the demising plan attached hereto as Exhibit E-2, and (iii) the 1,113 rentable square feet known as Suite No. 610 on the sixth floor of the Building shown on the demising plan attached hereto as Exhibit E-3. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord shall advise provide Tenant with written notice (the “Advice”) advising Tenant of the terms under which Landlord is prepared to lease such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Extended Term and the Second Extended Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Leasethis Amendment, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Leasethis Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space in its entirety only, under such termsthe terms set forth in the Advice, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days ten (10) days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. A. Subject to the terms of this Section 4, Tenant shall have the one-time a right of first offer (the “Right of First Offer”) with respect to each of the following suites (and with respect to each portion of (ieach such suite) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, suite or portion of such Suitethereof, a “Potential Offering Space”)): (i) the 18,817 rentable square feet known as Suite No. 200 on the second floor of the Building shown on the demising plan attached to the Lease as Exhibit H-1, and (ii) the 17,205 rentable square feet known as Suite No. 250 on the second floor of the Building shown on the demising plan attached to the Lease as Exhibit H-2. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord Landlord, subject to the terms of this Section 4, shall advise provide Tenant with a written notice (the for purposes of this Section 4, an “Advice”) advising Tenant of the material terms under on which Landlord is prepared to lease such Potential Offering Space (sometimes referred to herein as an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlordbe consistent with Section 4.2 below. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease leased to a third party as of the date of mutual execution and delivery of the this Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease leased to a third party as of (or at any time after), the date of mutual execution and delivery of the this Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the such third-party tenant tenant, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge thatUpon receiving an Advice, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any the Offering Space Space, in its entirety only, under such termsthe terms set forth in the Advice, by delivering to Landlord a written notice of exercise to Landlord (the for purposes of this Section 4, a “Notice of Exercise”) within 5 Business Days 10 days after the date of receiving the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. A. Subject to the terms of this Section 5, Tenant shall have the one-time a right of first offer (the “Right of First Offer”) with respect to the following suite (and with respect to each portion of such suite) (i) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, suite or portion of such Suitethereof, a “Potential Offering Space”)): the 27,475 rentable square feet known as Suite No. 500 on the fifth floor of the Building shown on the demising plan attached to the Lease as Exhibit I. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord Landlord, subject to the terms of this Section 5, shall advise provide Tenant with a written notice (the for purposes of this Section 5, an “Advice”) advising Tenant of the material terms under on which Landlord is prepared to lease such Potential Offering Space (sometimes referred to herein as an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlordbe consistent with Section 5.2 below. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease leased to a third party as of the date of mutual execution and delivery of the this Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease leased to a third party as of the date of mutual execution and delivery of the this Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the such third-party tenant tenant, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge thatUpon receiving an Advice, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any the Offering Space Space, in its entirety only, under such termsthe terms set forth in the Advice, by delivering to Landlord a written notice of exercise to Landlord (the for purposes of this Section 5, a “Notice of Exercise”) within 5 Business Days five (5) days after the date of receiving the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. Tenant shall have the one-one time right of first offer (the “"Right of First Offer”) with respect to each portion of (i) either the approximately 8,114 15,626 rentable square feet known as Suite 4150 No. B220 on the 41st 2nd floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each New Building shown on the demising plan attached hereto as Exhibit H (each such SuiteD-1, or portion the 2,055 rentable square feet known as Suite No. B270 on the 2nd floor of such Suite, a “Potential the New Building shown on the demising plan attached hereto as Exhibit D-2 (either space as applicable to be referred to herein as the "Offering Space”"). Tenant’s 's Right of First Offer shall be exercised as follows: at any time after Landlord has determined that any Potential the existing tenant in the Offering Space has become Available will not extend or renew the term of its lease for the Offering Space (defined below), but prior to leasing such Potential Offering Space to a party other than any the existing tenant thereoftenant), Landlord shall advise Tenant (the “"Advice”) of the terms under which Landlord is prepared to lease such Potential the Offering Space (an “Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect (the Offering Space Prevailing Market (hereinafter definedas defined below) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “"Notice of Exercise”") within 5 Business Days days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering SpaceAdvice, if:

Grant of Option; Conditions. A. Subject to the terms of this Section 8, Tenant shall have the one-time a right of first offer (the “Right of First Offer”) with respect to each of the following suites (and with respect to each portion of each such suite) (each such suite or portion thereof, a “Potential Offering Space”): (i) the approximately 8,114 27,475 rentable square feet known as Suite 4150 No. 500 on the 41st 5th floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each Building shown on the demising plan attached hereto as Exhibit H C, and (each such Suite, or portion ii) the 14,278 rentable square feet known as Suite No. 400 on the 4th floor of such Suite, a “Potential Offering Space”). the Building shown on the demising plan attached hereto as Exhibit C. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord Landlord, subject to the terms of this Section 8, shall advise provide Tenant with a written notice (the for purposes of this Section 8, an “Advice”) advising Tenant of the material terms under on which Landlord is prepared to lease such Potential Offering Space (sometimes referred to herein as an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlordbe consistent with Section 8.2 below. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease leased to a third party as of the date of mutual execution and delivery of the Leasethis Amendment, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease leased to a third party as of the date of mutual execution and delivery of the Leasethis Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the such third-party tenant tenant, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge thatUpon receiving an Advice, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any the Offering Space Space, in its entirety only, under such termsthe terms set forth in the Advice, by delivering to Landlord a written notice of exercise to Landlord (the for purposes of this Section 8, a “Notice of Exercise”) within 5 Business Days five (5) days after the date of receiving the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. A. Subject to the terms of this Section 10, Tenant shall have the one-time a right of first offer (the “Right of First Offer”) with respect to the entirety (and each portion portion) of (i) the approximately 8,114 rentable square feet known as Suite 4150 area on the 41st fourth (4th) floor of the Building, and Building (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, area or portion of such Suite, thereof; a “Potential Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord Landlord, subject to the terms of this Section 10 shall advise provide Tenant with a written notice (the for purposes of this Section 10, an “Advice”) advising Tenant of the material terms under on which Landlord is prepared to lease such Potential Offering Space (sometimes referred to herein as an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlordbe consistent with Section 10.2 below. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease leased to a third party as of the date of mutual execution and delivery of the Leasethis Amendment, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease leased to a third party tenant as of of, or at any time after, the date of mutual execution and delivery of the Leasethis Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the such third-party tenant tenant, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge thatUpon receiving an Advice, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any the Offering Space Space, in its entirety only, under such termson the terms set forth in the Advice, by delivering to Landlord a written notice (for purposes of exercise to Landlord (the this Section 10, a “Notice of Exercise”) within 5 Business Days seven (7) business days after the date of receiving the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. Commencing upon the execution of this Lease and continuing until the first (1st) anniversary of the Commencement Date (the “ROFO Period”), subject to the terms of this Rider No. 4 and Rider No. 3 entitled “Options in General”, Tenant shall have the one-time right of first offer (the “Right of First Offer”) with respect to each portion of (i) any space contiguous to the approximately 8,114 rentable square feet known as Suite 4150 Premises and located on the 41st tenth (10th) floor of the Building, and Building (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, or portion of such Suite, a “Potential Offering ROFO Space”); provided, however, ROFO Space shall not include any premises which is vacant as of the date of this Lease. Tenant’s Right of First Offer shall be exercised as follows: at any time during the ROFO Period, but after Landlord has determined that the existing tenant in any Potential Offering ROFO Space has become Available will not extend or renew the term of its lease for such ROFO Space (defined below), but prior to leasing such Potential Offering ROFO Space to a party other than any the existing tenant thereoftenant), Landlord shall advise deliver written notice to Tenant (the “AdviceROFO Notice”) of the terms under which Landlord is prepared to lease such Potential Offering the ROFO Space (an “Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering ROFO Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering such ROFO Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days five (5) business days after the date of the AdviceROFO Notice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Spacea ROFO Notice, if:

Grant of Option; Conditions. Tenant shall have the one-time an ongoing right of first offer (the “Right of First Offer”) with respect to each portion of (i) the approximately 8,114 rentable square feet known as Suite 4150 any space on the 41st 1st floor of the Building, and (ii) the 1,298 rentable square feet known Building as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H A-3 (each such Suitethe “Option Space”, or provided that any portion of such Suitethe Option Space which is the subject to an Advice, a as herein defined, shall be referred to herein as an “Potential Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after if during the Term Landlord has determined determines (in Landlord’s reasonable judgment) that any Potential Offering Space has become Available (defined below), but prior is available to leasing such Potential Offering Space lease to a third party other than any (i) the existing tenant thereofor occupant of the Offering Space, or (ii) any person or entity then having any preexisting rights to such Offering Space which predate the date of this Lease, then Landlord shall advise Tenant (the “Advice”) of the economic and other terms and conditions under which Landlord is prepared to lease such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any such Offering Space in its entirety only, under such terms, (i) by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days days after the date of the Advice, except and (ii) by representing and warranting to Landlord in the Notice of Exercise that the Offering Space is for the exclusive use of Tenant during the Term. In the event Tenant desires to exercise its Right of First Offer, but Tenant disagrees with Landlord’s determination of the Prevailing Market rate for the Offering Space, Tenant shall have the right to provide Landlord with a Notice of Exercise meeting the requirements set forth above within the time period specified above, but such Notice of Exercise shall also (a) indicate Tenant’s disagreement with Landlord’s determination of the Prevailing Market rate for the Offering Space, (b) set forth Tenant’s determination of the Prevailing Market rate for the Offering Space, and (c) indicate Tenant’s election to have the Prevailing Market rate determined in accordance with the provisions of Section 5.06 below. In any event, Tenant’s delivery of a Notice of Exercise shall be deemed to be the irrevocable exercise by Tenant of its Right of First Offer subject to and in accordance with the provisions of this Section 5. Notwithstanding the foregoing, Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering SpaceAdvice, if:

Grant of Option; Conditions. Tenant shall have If at any time during the one-time right of first offer (the “Right of First Offer”) with respect to each portion of (i) the approximately 8,114 rentable square feet known as Suite 4150 Floor Expansion Term any lease for Suites 100, 105, or 145 on the 41st first (1st) floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each Building shown on the demising plan attached hereto as Exhibit H B (each the “Refusal Space”) shall expire and if Landlord intends to enter into a lease for such SuiteRefusal Space (“Proposed Lease”) with any party other than the tenant then occupying the Refusal Space, then Landlord shall first offer to Tenant the right to lease the Refusal Space as part of the Premises upon the terms and conditions of the Proposed Lease (the “Right of First Refusal”). Each refusal right of the Refusal Space, whether 100, 105, or 145 shall be independent of each other right to a portion of such Suite, a “Potential Offering the Refusal Space”). Tenant’s Right of First Offer Refusal is an ongoing right effective during the Extension Term and shall be exercised as follows: at any time after when Landlord has determined that any Potential Offering Space has become Available (defined below)entered into a written agreement with a prospective tenant, but prior to leasing such Potential Offering Space to a party other than any existing the tenant thereofthen occupying the Refusal Space (the “Prospect”) interested in leasing the Refusal Space, Landlord shall advise Tenant (the “Advice”) of the terms and conditions under which Landlord is prepared to lease the Refusal Space to such Potential Offering Space Prospect. The Advice shall include any and all other space in the Building (an “Offering Space”) to Tenant which, for the remainder purposes of the Termsuch Advice, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as be part of the date of mutual execution and delivery of the Lease, Refusal Space) that such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be Prospect is interested in leasing such Potential Offering Space; and (ii) thereafterleasing, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge thatmust exercise this Right of First Refusal, as of if at all, by accepting all such space in the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leasedBuilding identified in the Advice. Tenant may lease any Offering the Refusal Space in its entirety only, under such terms, terms by delivering providing Landlord with written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days business days after the date of the Advice. Tenant shall be deemed to have declined to exercise this Right of First Refusal if its Notice of Exercise is delayed or if the Notice of Exercise changes any term or condition of the Advice. Notwithstanding the foregoing, except that Tenant shall have no such Right of First Offer Refusal and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:

Grant of Option; Conditions. At any time during the period commencing on December 1, 2005 and expiring on November 30, 2007 (but if Tenant has previously delivered any such notice, then not sooner than 90 days after such prior delivery), Tenant may deliver to Landlord written notice (an “Offering Space Notice”) stating that Tenant is interested in leasing a Potential Offering Space (defined below) having an approximate rentable square footage (the “Desired Square Footage”) specified (as a single number, and not as a range) by Tenant in such notice. As used herein, “Potential Offering Space” means any contiguous space that is located on one or more of the 22nd through the 47th floors of the Building and is not included in the Premises. Upon its valid delivery of an Offering Space Notice, Tenant shall have the a one-time right of first offer (the “Right of First Offer”) with respect to each portion of Potential Offering Space, if any, that (ia) the approximately 8,114 has a rentable square feet known as Suite 4150 on the 41st floor footage which is neither less than 80% nor greater than 120% of the BuildingDesired Square Footage, and (iib) Landlord, as of the 1,298 rentable square feet known as Suite 4120 date Landlord receives such Offering Space Notice, determines in good faith is, or will become, Available (defined below) during the 90-day period commencing on the 41st floor of date Landlord receives such Offering Space Notice (the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, or portion of such Suite, a “Potential Offering SpaceOffer Period”). Tenant’s , which Right of First Offer shall be exercised as follows: at any time within 5 Business Days after Landlord has determined that any Potential receives such Offering Space has become Available (defined below)Notice, but and prior to leasing any such Potential Offering Space to a party any other than any existing tenant thereofparty, Landlord shall provide Tenant with written notice as to whether any such Potential Offering Spaces exist. If such notice states that one or more such Potential Offering Spaces exist, then, except as provided below, Landlord, on the date it gives such notice, shall also advise Tenant (the an “Advice”) of the terms under which Landlord is prepared to lease each such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Lease Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereofof this Section 10.07, a Potential Offering Space shall be deemed to become “Available” as follows: (i) during an Offer Period, if at all, on the date, if any, in such Offer Period on which no third party has a right to occupy such Potential Offering Space is not under pursuant to any lease to a third party or other agreement, but only if, as of the date first day of mutual execution and delivery such Offer Period, no prospective tenant (including, without limitation, any tenant of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be Space) is interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:

Grant of Option; Conditions. Tenant If any lease for any portion of the Expansion Space (referred to in this Section 6 as the “Refusal Space”) shall have expire and if Landlord intends to enter into a lease for the one-time right Expansion Space (“Proposed Lease”) with any party other than the tenant then occupying the Expansion Space prior to the end of the Term then Landlord shall first offer to Tenant the right to lease the Refusal Space (as defined below) as part of the Premises upon the terms and conditions of the Proposed Lease (the “Right of First Offer”) with respect to each portion of (i) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, or portion of such Suite, a “Potential Offering SpaceRefusal”). Tenant’s Right of First Offer Refusal is on-going right during the Initial Term and shall be exercised as follows: at any time after when Landlord has determined that any Potential Offering received a bona fide written offer for the Refusal Space has become Available (defined below)from a prospective tenant, but prior to leasing such Potential Offering Space to a party other than any existing the tenant thereofthen occupying the Refusal Space (the “Prospect”) interested in leasing the Refusal Space, Landlord shall shall, after offering the space to any other parties with superior rights to such space as specified in this Lease, advise Tenant (the “Advice”) of the terms and conditions under which Landlord is prepared to lease the Refusal Space to such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the TermProspect, which terms and conditions shall be adjusted to reflect the Prevailing Market remaining Term of the Lease (hereinafter defined) rate including any then-exercised Renewal Option). The Advice shall include any and all other space in the Building (which, for purposes of such Offering Space as reasonably determined by Landlord. For purposes hereofAdvice, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as be part of the date of mutual execution and delivery of the Lease, Refusal Space) that such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be Prospect is interested in leasing such Potential Offering Space; and (ii) thereafterleasing, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge thatmust exercise this Right of First Refusal, as of if at all, by accepting all such space in the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leasedBuilding identified in the Advice (the “Refusal Space”). Tenant may lease any Offering the Refusal Space in its entirety only, under such terms, subject to Section 6.2(c) below, by delivering providing Landlord with written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days business days after the date of the Advice. Tenant shall be deemed to have declined to exercise this Right of First Refusal if its Notice of Exercise is delayed or if the Notice of Exercise changes any term or condition of the Advice. Notwithstanding the foregoing, except that Tenant shall have no such Right of First Offer Refusal and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:

Grant of Option; Conditions. A. Subject to the terms of this Section 3, Tenant shall have the one-time a right of first offer (the “Right of First Offer”) with respect to each of the following suites (and with respect to each portion of (isuch suites) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, suite or portion of such Suitethereof, a “Potential Offering Space”)): (1) the 8,820 rentable square feet known as Suite No. 145 on the first floor of the Building and (2) the 8,110 rentable square feet known as Suite No. 100 on the first floor of the Building, each of which is shown on the demising plan attached to the Lease as Exhibit G. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord Landlord, subject to the terms of this Section 3, shall advise provide Tenant with a written notice (the for purposes of this Section 3, an “Advice”) advising Tenant of the material terms under on which Landlord is prepared to lease such Potential Offering Space (sometimes referred to herein as an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlordbe consistent with Section 3.2 below. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease leased to a third party as of the date of mutual execution and delivery of the this Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease leased to a third party as of the date of mutual execution and delivery of the this Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the such third-party tenant tenant, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge thatUpon receiving an Advice, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any the Offering Space Space, in its entirety only, under such termsthe terms set forth in the Advice, by delivering to Landlord a written notice of exercise to Landlord (the for purposes of this Section 3, a “Notice of Exercise”) within 5 Business Days five (5) days after the date of receiving the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. A. Subject to the terms of this Section 7, Tenant shall have the one-time a right of first offer (the “Right of First Offer”) with respect to the following suite (and with respect to each portion of such suite) (i) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, suit or portion of such Suitethereof, a “Potential Offering Space”); the 35,405 rentable square feet known as Suite 200 on the 2nd floor of the Building shown on the demising plan attached to this Lease as Exhibit F-2. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space a third party, Landlord, subject to the terms of this Section 7, shall provide Tenant with a party other than any existing tenant thereofwritten notice (for purposes of this Section 7, Landlord shall advise Tenant (the an “Advice”) advising Tenant of the material terms under on which Landlord is prepared to lease such Potential Offering Space (sometimes referred to herein as an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlordbe consistent with Section 7.2 below. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease leased to a third party as of the date of mutual execution and delivery of the this Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located received from a prospective tenant that may be interested in leasing a written proposal to lease such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease leased to a third party as of of, or at any time after, the date of mutual execution and delivery of the this Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the such third-party tenant tenant, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space; and (iii) if, after such Potential Offering Space becomes Available, Landlord becomes entitled to lease such Potential Offering Space to a third party pursuant to Section 7.1.B or 7.1.C below but fails to do so within 180 days, then such Potential Offering Space shall be deemed to become Available again at the expiration of such 180-day period. Landlord and Tenant each acknowledge thatIf the term for the Offering Space, as set forth in the Advice, extends beyond the expiration date for the balance of the date Premises, Landlord, at its option, may state in the Advice that if Tenant exercises its Right of this LeaseFirst Offer based on the Advice, Suite 4120 is occupied and under lease the term for the balance of the Premises shall be extended to Paloma Securitiesbe coterminous with the term for the Offering Space, LLLCas provided in Section 7.2.E below). Upon receiving an Advice, and Suite 4150 is unoccupied and not leased. Tenant may lease any the Offering Space Space, in its entirety only, under such termsthe terms set forth in the Advice, by delivering to Landlord a written notice of exercise to Landlord satisfying any applicable requirements of Section 7.2.E below (the for purposes of this Section 7, a “Notice of Exercise”) within 5 Business Days 10 days after the date of receiving the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. 1. Subject to the terms of this Section 6, Tenant shall have the one-time a right of first offer (the for purposes of this Section 6, “Right of First Offer”) with respect to the following suite (and with respect to each portion of such suite) (i) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, suite or portion of such Suitethereof, a “Potential Offering Space”). Tenant): the 3,915 rentable square feet known as Suite 510 on the fifth floor of the Building shown on the demising plan attached to the Amendment as Exhibit B.Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord Landlord, subject to the terms of this Section 6, shall advise provide Tenant with a written notice (the for purposes of this Section 6, an “Advice”) advising Tenant of the material terms under on which Landlord is prepared to lease such Potential Offering Space (sometimes referred to herein as an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlordbe consistent with Section 6.2 below. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease leased to a third party as of the date of mutual execution and delivery of the Leasethis Amendment, such Potential Offering Space shall be deemed bedeemed to first become Available becomeAvailable when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease leased to a third party as of the date of mutual execution and delivery of the Leasethis Amendment, such Potential Offering Space OfferingSpace shall be deemed to deemedto become Available when Landlord has determined that the such third-party tenant tenant, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge thatUpon receiving an Advice, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any the Offering Space Space, in its entirety only, under such termsthe terms set forth in the Advice, by delivering to Landlord a written notice of exercise to Landlord (the for purposes of this Section 6, a “Notice of Exercise”) within 5 Business Days 10 business days after the date of receiving the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. Tenant shall have the one-one time right of first offer (the “Right of First Offer”) with respect to each portion the balance of (i) the approximately 8,114 rentable square feet known as Suite 4150 presently available space on the 41st second (2nd) floor of the Building, consisting of approximately 12,898 rentable square feet (the “First Offer Space”). Landlord shall notify Tenant (the “First Offer Notice”) from time to time if Landlord makes or receives a written offer to lease any of the First Offer Space from a third party or a written request for a proposal for the lease of any of the First Offer Space from a third party. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space. In the event the commencement of Tenant’s lease of First Offer Space occurs on or before December 31, 2011, (i) the term of the lease shall be concurrent with the original Premises, (ii) the 1,298 rentable square feet known as Suite 4120 on Base Rent for the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, or portion of such Suite, a “Potential Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that any Potential Offering Space has become Available (defined below), but prior to leasing such Potential Offering Space to a party other than any existing tenant thereof, Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” at the Base Rent per rentable square foot that is then payable for the Premises as follows: (i) if such Potential Offering Space is not under lease to a third party as set forth in Item 5 of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date Basic Lease Provisions of this Lease, Suite 4120 is occupied and under lease subject to Paloma Securitiesabatement of Base Rent for any portion of the term of the First Offer Space occurring during the Abatement Period, LLLC, and Suite 4150 is unoccupied and not leased. (iii) Tenant may lease any Offering shall be entitled to a one-time tenant refurbishment allowance in an amount adequate to refurbish the First Offer Space in its entirety onlya manner equivalent in lay-out and finish to the Premises. In the event the commencement of Tenant’s lease of such First Offer Space occurs on or after January 1, 2012, the Economic Terms shall be equal to those then being offered (not quoted) by Landlord for the leasing of comparable space in the Building pro rated for the then remaining term of this Lease, but in no event shall the Base Rent for such First Offer Space be less than the then current monthly Base Rent plus Additional Operating Expenses for the Premises under this Lease calculated on a square foot basis and the term of the lease for the First Offer Space shall expire concurrently with the Term for the original Premises. However, such termsBase Rent may be subject to abatement as the parties may agree. Notwithstanding the foregoing, by delivering written notice Landlord’s obligation to deliver the First Offer Notice shall not apply during the last seven (7) months of exercise the Initial Term unless Tenant has timely delivered the Extension Notice to Landlord (pursuant to the “Notice of Exercise”) within 5 Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:Lease.

Grant of Option; Conditions. A. Subject to the terms of this Section 9, Tenant shall have the one-time an ongoing right of first offer (the “Right of First Offer”) with respect to the following suite (and with respect to each portion of such suite) (i) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, suite or portion of such Suitethereof, a “Potential Offering Space”)): the 23,245 rentable square feet known as Suite No. 450 on the 4th floor of the Building shown on the demising plan attached as Exhibit F-3. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord shall advise provide Tenant with written notice (the “Advice”) advising Tenant of the terms under which Landlord is prepared to lease such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of of, or at any time after, the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space in its entirety only, under such termsthe terms set forth in the Advice, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days five (5) business days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. A. Subject to the terms of this Section 5, Tenant shall have the one-time a right of first offer (the “Right of First Offer”) with respect to each of the following suites (and with respect to each portion of (ieach such suite) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, suite or portion of such Suitethereof, a “Potential Offering Space”)): (i) the 6,741 rentable square feet known as Suite 200 on the second floor of the Building shown on the demising plan attached to the Lease as Exhibit F-2; (ii) the 5,092 rentable square feet known as Suite 220 on the second floor of the Building shown on the demising plan attached to the Lease as Exhibit F-3; (iii) the 5,333 rentable square feet known as Suite 230 on the second floor of the Building shown on the demising plan attached to the Lease as Exhibit F-4; and (iv) the 19,430 rentable square feet known as Suite 250 on the second floor of the Building shown on the demising plan attached to the Lease as Exhibit F-5. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord Landlord, subject to the terms of this Section 5, shall advise provide Tenant with a written notice (the for purposes of this Section 5, an “Advice”) advising Tenant of the material terms under on which Landlord is prepared to lease such Potential Offering Space (sometimes referred to herein as an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlordbe consistent with Section 5.2 below. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease leased to a third party as of the date of mutual execution and delivery of the this Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease leased to a third party as of of, or at any time after, the date of mutual execution and delivery of the this Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the such third-party tenant tenant, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge thatUpon receiving an Exhibit F Advice, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any the Offering Space Space, in its entirety only, under such termsthe terms set forth in the Advice, by delivering to Landlord a written notice of exercise to Landlord (the for purposes of this Section 5, a “Notice of Exercise”) within 5 Business Days five (5) days after the date of receiving the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. A. Subject to the terms of this Section 7, Tenant shall have the one-time a right of first offer (the “Right of First Offer”) with respect to each of the following suites (and with respect to each portion of (ieach such suite) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, suite or portion of such Suitethereof, a “Potential Offering Space”)): (i) the 6,927 rentable square feet known as Suite No. 110 on the 1st floor of the Building shown on the demising plan attached to this Fifth Amendment as Exhibit B-1 (ii) the 8,475 rentable square feet known as Suite No. 210 on the 2nd floor of the Building shown on the demising plan attached to this Fifth Amendment as Exhibit B-2, (iii) the 6,413 rentable square feet known as Suite No. 460 on the 4th floor of the Building shown on the demising plan attached to this Fifth Amendment as Exhibit B-3. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord Landlord, subject to the terms of this Section 7, shall advise provide Tenant with a written notice (the for purposes of this Section 7, an “Advice”) advising Tenant of the material terms under on which Landlord is prepared to lease such Potential Offering Space (sometimes referred to herein as an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlordbe consistent with Section 7.2 below. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease leased to a third party as of the date of mutual execution and delivery of the Leasethis Fifth Amendment, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease leased to a third party as of the date of mutual execution and delivery of the Leasethis Fifth Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the such third-party tenant tenant, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not exercise any existing rights to extend or renew the term of its lease, or enter into a new lease, for lease that are memorialized in such Potential Offering Space. Landlord and Tenant each acknowledge that, tenant’s existing lease document as of the date of mutual execution and delivery of this LeaseFifth Amendment. Upon receiving an Advice, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any the Offering Space Space, in its entirety only, under such termsthe terms set forth in the Advice, by delivering to Landlord a written notice of exercise to Landlord (the for purposes of this Section 7, a “Notice of Exercise”) within 5 Business Days five (5) days after the date of receiving the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. Tenant shall have the one-time an ongoing right of first offer (the “Right of First Offer”) with respect to each the following suites (and with respect to each portion of each such suite) (each such suite or portion thereof, a “Potential Offering Space”): (i) the approximately 8,114 6,263 rentable square feet known as Suite 4150 No. 120 on the 41st 1st floor of the BuildingBuilding shown on the demising plan attached to this Amendment as Exhibit D (“Suite 120”), and (ii) the 1,298 5,762 rentable square feet known referred to herein as the Reduction Space, which shall be designated as Suite 4120 No. 100, on the 41st 1st floor of the Building, each Building shown on the demising plan attached hereto to this Amendment as Exhibit H D (each such Suite, or portion of such Suite, a “Potential Offering SpaceSuite 100”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that any Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord shall advise provide Tenant with written notice (the “Advice”) advising Tenant of the terms under which Landlord is prepared to lease such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) except for Suite 100, if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the LeaseAmendment, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the LeaseAmendment, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space; and (iii) with respect to Suite 100 (or any portion thereof) only, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the first third-party tenant of such Potential Offering Space to lease such Potential Offering Space following the Reduction Effective Date, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space in its entirety only, under such termsthe terms set forth in the Advice, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days ten (10) days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need shall not be required to provide Tenant with an Advice with respect to any Potential Offering Space, if:

Grant of Option; Conditions. Tenant shall have the one-time an ongoing and continuous right of first offer refusal (the “Right of First OfferRefusal”) with respect to each portion all of (i) the approximately 8,114 rentable square feet known as Suite 4150 office space on the 41st floor 15th and 17th floors of the Building, and Building (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, or portion of such Suite, a “Potential Offering "Refusal Space”"). Tenant’s Right of First Offer Refusal shall be exercised as follows: at any time when Landlord is prepared to accept an offer (an “Acceptable Offer”) from a prospective tenant, other than the then-existing future tenant in the Refusal Space that is leasing such Refusal Space (after Landlord has determined that any Potential Offering Tenant previously declined to give Notice of Exercise for such Refusal Space has become Available (defined belowfollowing Landlord’s delivery of an Advice in connection with such future tenant’s initial occupancy of the Refusal Space), but prior to interested in leasing such Potential Offering the Refusal Space to a party other than any existing tenant thereof(the “Prospect”), Landlord shall advise Tenant (the “"Advice”") of the terms of the Acceptable Offer under which Landlord is prepared to lease the Refusal Space to such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution Prospect and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space in its entirety onlythe Refusal Space, under such terms, by delivering providing Landlord with an irrevocable written notice of exercise to Landlord (the “"Notice of Exercise”") within 5 Business Days 10 business days after the date of the Advice, except that Tenant shall have no such Right of First Offer Refusal and Landlord need not provide Tenant with an Advice with respect if: a. Tenant is in economic or material non-economic Default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or b. the Premises, or any portion thereof, is sublet except to any Potential Offering Spacean Affiliate at the time Landlord would otherwise deliver the Advice; or c. the Lease has been assigned, if:except in case of a Permitted Transfer, prior to the date Landlord would otherwise deliver the Advice; or Exhibit 10.26

Grant of Option; Conditions. A. Subject to the terms of this Section 6, Tenant shall have the one-time a right of first offer refusal (the “Right of First OfferRefusal”) with respect to the following suite (and with respect to each portion of such suite) (i) such suite or portion thereof, a “Potential Refusal Space”): the approximately 8,114 5,990 rentable square feet known as Suite 4150 125 on the 41st ground floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each Building shown on the demising plan attached hereto to this Lease as Exhibit H (each such Suite, or portion of such Suite, a “Potential Offering Space”)F-2. Tenant’s Right of First Offer Refusal shall be exercised as follows: at any time after If Landlord has determined that any a prospective tenant (“Prospective Tenant”) interested in leasing a Potential Offering Space has become Available (defined below)Refusal Space, but prior then, subject to the terms of this Section 6, Landlord, before leasing such Potential Offering Refusal Space to such Prospective Tenant, and after entering into a party other than any existing tenant thereofnon-binding letter of intent or similar written agreement with such Prospective Tenant on the material economic terms for the leasing of such Potential Refusal Space, Landlord shall advise provide Tenant with a notice (the for purposes of this Section 6, an “Advice”) of the terms under which advising Tenant that Landlord is prepared to lease such Potential Offering Refusal Space (an sometimes referred to herein as a “Offering Refusal Space”) to Tenant Tenant. If the Advice is delivered within 18 months after the Commencement Date, the Advice shall state the proposed Delivery Date for the remainder of Refusal Space. If the TermAdvice is delivered more than 18 months after the Commencement Date, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: then (i) if such Potential Offering the Advice shall state the material economic terms on which Landlord is prepared to lease the Refusal Space is not under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering SpaceProspective Tenant; and (ii) thereafterif the term for the Refusal Space, or if such Potential Offering Space is under lease to a third party as set forth in the Advice, extends beyond the expiration date for the balance of the date Premises, then the Advice, at Landlord’s option, may state that if Tenant exercises its Right of mutual execution and delivery First Refusal based on the Advice, the term for the balance of the Lease, such Potential Offering Space Premises shall be deemed extended to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew be coterminous with the term of its lease, or enter into a new lease, for such Potential Offering the Refusal Space. Landlord and Tenant each acknowledge that, as of the date of this Leaseprovided in Section 6.2.B.5 below). Upon receiving an Advice, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space the Refusal Space, in its entirety only, under such termsthe terms set forth in the Advice, by delivering written to Landlord a notice of exercise to Landlord (the for purposes of this Section 6.1.A, a “Notice of Exercise”) within 5 Business Days five (5) days after receiving the Advice. If the Advice is delivered more than 18 months after the date Commencement Date, the Notice of the Advice, except that Tenant Exercise shall have no such Right satisfy any applicable requirements of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:Section 6.2.B.5 below.

Grant of Option; Conditions. A. Subject to the terms of this Section 7, Tenant shall have the one-time a right of first offer (the “Right of First Offer”) with respect to each of the following suites (and with respect to each portion of (ieach such suite) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, suite or portion of such Suitethereof, a “Potential Offering Space”)): (i) the 9,244 rentable square feet known as Suite No. 450 on the 4th floor of the Building shown on the demising plan attached to this Third Amendment as Exhibit B-1 (ii) the 12,611 rentable square feet known as Suite No. 400 on the 4th floor of the Building shown on the demising plan attached to this Third Amendment as Exhibit B-1, (iii) the 3,668 rentable square feet known as Suite No. 410 on the 4th floor of the Building shown on the demising plan attached to this Third Amendment as Exhibit B-1, and (iv) the 45,284 rentable square feet known as Suite Nos. 600 and 700 on the 6th and 7th floors of the Building shown on the demising plan attached to this Third Amendment as Exhibit B-2. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord Landlord, subject to the terms of this Section 7, shall advise provide Tenant with a written notice (the for purposes of this Section 7, an “Advice”) advising Tenant of the material terms under on which Landlord is prepared to lease such Potential Offering Space (sometimes referred to herein as an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlordbe consistent with Section 7.2 below. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease leased to a third party as of the date of mutual execution and delivery of the Leasethis Third Amendment, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease leased to a third party as of the date of mutual execution and delivery of the Leasethis Third Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the such third-party tenant tenant, and any occupant of such Potential Offering Space claiming under such third-party tenant, will (1) with respect to Suites 450, 400 and 410, not exercise any existing rights to extend or renew the term of its lease that are memorialized in such tenant’s existing lease document as of the date of mutual execution and delivery of this Third Amendment, and (2) with respect to Suites 600 and 700, not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering SpaceSpace whether or not such extension or renewal is pursuant to the formal exercise of an existing right to extend or renew. Landlord and Tenant each acknowledge thatUpon receiving an Advice, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any the Offering Space Space, in its entirety only, under such termsthe terms set forth in the Advice, by delivering to Landlord a written notice of exercise to Landlord (the for purposes of this Section 7, a “Notice of Exercise”) within 5 Business Days five (5) days after the date of receiving the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice with respect to any Potential Offering Space, if:.

Grant of Option; Conditions. Tenant shall have the onean on-time going right of first offer (the “Right of First Offer”) with respect to each portion of the space that is contiguous to the Suite 500 Expansion Space (i) the approximately 8,114 rentable square feet known as Suite 4150 on the 41st floor of the Building, and (ii) the 1,298 rentable square feet known as Suite 4120 on the 41st floor of the Building, each shown on the demising plan attached hereto as Exhibit H (each such Suite, or portion of such Suite, a “Potential Offering Space”)) on the 5th floor of the Building. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that any a Potential Offering Space has become Available (defined below), but prior to before leasing such Potential Offering Space to a party other than any existing tenant thereofthird party, Landlord shall advise provide Tenant with written notice (the “Advice”) advising Tenant of the terms under which Landlord is prepared to lease such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Extended Term, which terms shall reflect the Prevailing Market Rental Rate (hereinafter defineddefined in Section C of Rider No. 1 to the Lease) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Leasethis Amendment, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any Offering Space in its entirety only, under such termsthe terms set forth in the Advice, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days 7 business days after the date of the Advice, except that Tenant shall have no such Right of First Offer Offer, and Landlord need shall not be required to provide Tenant with an Advice Advice, with respect to any Potential Offering Space, if:

Grant of Option; Conditions. Tenant shall have the one-time an ongoing right of first offer (the “Right of First Offer”) with respect to each portion of (i) the approximately 8,114 8,691 rentable square feet known as Suite 4150 on the 41st 14th floor of the Building, Building (“Offering Space 1”) and (ii) the 1,298 5,197 rentable square feet known as Suite 4120 of space on the 41st 14th floor of the BuildingBuilding (“Offering Space 2”), each as shown on the demising plan attached hereto as Exhibit H (A-3 subject to the following terms and conditions. Offering Space 1 and Offering Space 2 are each such Suite, or portion of such Suite, a referred to herein as an “Potential Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after if during the Term Landlord has determined determines (in Landlord’s sole judgment) that any Potential all or a portion of an applicable Offering Space has become Available (defined below), but prior is available to leasing such Potential Offering Space lease to a third party other than any (i) the existing tenant thereofor occupant of such Offering Space, or (ii) any person or entity then having any preexisting rights to such Offering Space, then Landlord shall advise Tenant (the “Advice”) of the economic and other terms and conditions under which Landlord is prepared to lease such Potential the applicable Offering Space (an “Offering Space”) to Tenant for the remainder of the TermTenant, which terms shall reflect the Prevailing Market (hereinafter definedas defined in Section 3 of this Exhibit F) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to first become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) thereafter, or if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Landlord and Tenant each acknowledge that, as of the date of this Lease, Suite 4120 is occupied and under lease to Paloma Securities, LLLC, and Suite 4150 is unoccupied and not leased. Tenant may lease any such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 10 Business Days after the date of the Advice, except which Notice of Exercise shall include a representation and warranty from Tenant to Landlord that the applicable Offering Space is intended for the exclusive use of Tenant during the Term. In the event Tenant desires to exercise its Right of First Offer, but Tenant disagrees with Landlord’s determination of the Prevailing Market rate for the applicable Offering Space, Tenant shall have no the right to provide Landlord with a Notice of Exercise meeting the requirements set forth above within the time period specified above, but such Right Notice of First Offer and Landlord need not provide Tenant Exercise shall also (a) indicate Tenant’s disagreement with an Advice with respect to any Potential Landlord’s determination of the Prevailing Market rate for the applicable Offering Space, if:(b) set forth Tenant’s determination of the Prevailing Market rate for the applicable Offering Space, and