Common use of Lease and Term Clause in Contracts

Lease and Term. (a) SG hereby subleases to Cowen, and Cowen hereby accepts from SG the sublease of, the entire rentable area of the fourteenth and fifteenth floors, a portion of the sixth floor and a portion of the Data Center/IDF closets in the Building, as described on Schedule 1 attached hereto (the “Subleased Premises”). Cowen agrees to use the Subleased Premises only for the purposes permitted under Section 1.3 of the Primary Lease and for no other purpose, and shall use and occupy the Subleased Premises in full compliance with the terms of the Primary Lease. (b) The term of this Sublease (the “Sublease Term”) shall be the period commencing on the date (the “Commencement Date”) when SG no longer owns at least 50.1% of Cowen and ending at midnight of September 29, 2013. This Sublease shall become null and void if the Commencement Date has not occurred by December 31, 2006. (c) Cowen agrees to pay all costs and expenses incurred by SG in order to convert the Subleased Premises into a separate space from the Premises, including but not limited to the Landlord fees, City of New York Department of Building fees, permit fees, engineering fees, consulting fees, renovation expenses and if separate heating ventilation and air conditioning and electrical supply lines are created, the cost of creating separate heating ventilation and air conditioning and electrical supply lines. A good faith estimate of the projected costs and expenses for completing such conversion is set forth on Schedule 2 attached hereto. All such costs and expenses incurred by SG shall be paid by Cowen to SG within five (5) business days after notice by SG to Cowen.