Common use of Landlord’s Work Clause in Contracts

Landlord’s Work. (A) Landlord, at its sole cost and expense, shall perform Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.

Landlord’s Work. (A) LandlordOnce the Approved Preliminary Plans have been determined, at its sole cost Landlord shall cause the Architect, Engineer and expenseContractor, shall perform as applicable, to prepare construction drawings for the Landlord’s Work in accordance with the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed Approved Preliminary Plans and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates requirements of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, Applicable Law (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordinglyDraft Construction Drawings”). Landlord will provide Tenant with Draft Construction Drawings and Tenant shall have five (5) business days to review the same and approve them or notify Landlord in writing of any good faith and reasonable objections thereto (“Drawing Objections”); provided, however, that Tenant’s Drawing Objections shall not include matters that conform to the Approved Preliminary Plans. If Tenant fails to approve or notify Landlord of its Drawing Objections within such five (5) business day period, Landlord may so notify Tenant, in which case Tenant shall be subject deemed to any additional liability for penalties have approved the Draft Construction Drawings unless Tenant provides Landlord with its approval or damages for failure to substantially complete Drawing Objections within three (3) business days after Landlord’s Work reminder notice. Landlord and Tenant shall work together in good faith to resolve any Drawing Objections that are timely raised by Tenant in accordance with this paragraph and, if they are unable to do so within five (5) business days after Landlord’s receipt of the Drawing Objections, Landlord shall cause the Draft Construction Drawings to be revised as nearly as possible to conform to the Approved Preliminary Plans and the requirements of Applicable Law. The term “Approved Construction Drawings” means the final version of the Draft Office Lease Exhibit G, Page 3 Construction Drawings mutually approved by Landlord and Tenant in accordance with this paragraph or, if they are unable to so agree, the final version of the Draft Construction Drawings resulting from the revisions required by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision immediately preceding sentence, together with such revisions as may be required as a condition to the contrary” within the meaning of Section 223(a) of the New York Real Property LawRequired Approvals (defined below).

Landlord’s Work. (A) Landlord, at its sole cost and expense, shall perform At Landlord’s Work sole cost, Landlord shall be responsible and perform such work to insure that the Building, path of travel, and all common areas including the bathrooms on each floor are in compliance with all applicable codes including, by way of illustration but not limitation, current fire/life safety, ADA and Title 24 energy conservation codes. SCHEDULE 1 TO EXHIBIT G IMPROVEMENTS The Landlord’s Improvements are more particularly set forth in those certain Construction Drawings for the 20th 12th Floor Premises and 21st the 13th Floor Premises, dated April 6, 2004, prepared by Xxxxx Xxxxxxx of Xxxxxxxx Architectural Group (which Construction Drawings were heretofore reviewed and approved by the parties and submitted to the City of San Francisco). In Schedule 1 to Exhibit G EXHIBIT H LETTER OF CREDIT REQUIREMENTS The letter of credit shall be for the event amount specified in the Lease to which this Exhibit is attached (as renewed or replaced pursuant to the Lease or this Exhibit, the “Letter of Credit”). The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank acceptable to Landlord (in its sole discretion) that has an office in San Francisco, Los Angeles or New York City that accepts requests for draws on the Letter of Credit, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least 45 days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date thirty (30) days after the Expiration Date (as same may be extended in accordance with the terms and conditions of the Lease). Landlord shall be unable entitled to deliver possession draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice is barred by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire prior to the expiration of the 20th Floor Premises Letter of Credit, or 21st Floor Premises (b) not less than 30 days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Tenant on the 20th and 21st Floor Anticipated Commencement Date Landlord a new Letter of Credit in accordance with Landlord’s Work substantially completedthis Exhibit. Landlord may, then (x) Landlord but shall not be subject to any liability for such failureobligated to, and (y) apply the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and amount so drawn to the extent necessary to correspond cure Tenant’s failure. Any amount drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under this Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the actual 20th and 21st Floor Premises Commencement Dateextent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurscase may be, Tenant shall receive an abatement reinstate the Letter of Fixed Annual Rent with respect Credit to the 20th Floor Premises amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and 21st Floor Premises equal to one-half no condition exists or event has occurred which after the expiration of one day’s Fixed Annual Rent for each day from any applicable notice or cure period would constitute such a default, within thirty (30) days after the expiration or sooner termination of the Term the Letter of Credit and after September 1any cash security deposit, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premisesextent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the period that Tenant does not pay Fixed Annual Rent transferring Landlord shall be extended accordingly) and (2) if released by Tenant from all liability for the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reasonreturn of such security, and provided such delay is not due Tenant agrees to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect look to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent transferee solely for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies thereforreturn of said security. The provisions of this Article are intended hereof shall apply to constitute an “express provision to the contrary” within the meaning of Section 223(a) every transfer or assignment made of the New York Real Property Lawsecurity to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. EXHIBIT I FORM OF SNDA RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: SunAmerica Life Insurance Company 0 XxxXxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000-0000 Attention: Xxxxx X. Xxxxx Space Above This Line for Recorder’s Use SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT NOTICE: THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT CONFIRMS THAT YOUR LEASEHOLD ESTATE IN THE PROPERTY IS SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SUNAMERICA LIFE INSURANCE COMPANY’S DEED OF TRUST. THIS AGREEMENT, made this day of , 20 , by and among , a (“Tenant”), having xx xxxxxxx xx , , , , a (“Landlord”), having xx xxxxxxx xx , , , xxx XxxXxxxxxx Life Insurance Company, an Arizona corporation (“Lender”), having an address at 0 XxxXxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000-0000.

Landlord’s Work. Landlord shall construct and, except as provided below to the contrary, pay for the entire cost of constructing the leasehold improvements (A“Landlord’s Work”) Landlord, at its sole cost and expense, described in the specifications identified in Schedule D-1 attached hereto (the "Specifications"). Landlord shall perform prepare construction drawings for the Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises submit to Tenant on the 20th for Xxxxxx’s approval, not to be unreasonably withheld, conditioned or delayed and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord such consent shall not be subject to any liability for such failure, and withheld so long as (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary that) the construction drawings are consistent with the Specifications. Tenant shall respond in writing to correspond Xxxxxxxx’s submission within five (5) business days and if Xxxxxx fails to respond the construction drawings will be deemed approval. Upon approval (or deemed approval) of the construction drawings by Xxxxxx, such plans will be attached to this Lease as Schedule D-2 and such construction drawings will constitute the “Approved Plans.” Tenant may request changes to the actual 20th and 21st Floor Premises Commencement DateApproved Plans, as applicable. The foregoing notwithstandingsubject to Landlord’s prior approval thereof, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord which shall not be subject unreasonably withheld, provided that (a) the changes shall meet or exceed Xxxxxxxx's standard specifications for tenant improvements for the Building; (b) the changes conform to applicable Laws and necessary governmental permits and approvals can be secured; (c) the changes do not require building service beyond the levels normally provided to other tenants in the Building unless Tenant agrees to be responsible for the payment of such additional building services; (d) the changes do not have any additional liability for penalties adverse affect on the structural integrity or damages for failure to substantially complete systems of the Building; and (e) the changes will not, in Landlord's reasonable opinion, unreasonably delay Landlord’s Work Work, unless Xxxxxx agrees to compensate Landlord on a day-for-day basis for any such delay. If Landlord approves a change requested by Xxxxxx, Landlord will provide Tenant with Xxxxxxxx’s contractor’s estimate of the 20th cost of such changes and 21st Floor Anticipated Commencement Date or Tenant shall pay the actual third-party costs attributable to such change upon receipt of invoice therefor. To the extent any other date and the remedies set forth herein such change results in a delay of Landlord’s Work, then such delay shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawa Tenant Delay.

Landlord’s Work. (A) LandlordLandlord shall, with diligence and dispatch, at its --------------- sole cost and expense, demolish the existing tenant installation as necessary, install the electric submeters referred to in Section 5(c), construct such demising walls as are necessary to separate the Leased Premises from the remainder of the Building based upon plans prepared by Tenant's architect and approved by Landlord pursuant to the terms and provisions of Section 9(a) hereof, and, to the extent required as a result of such division, adjust the Building's fire alarm system and damper. In addition, Landlord shall perform Landlord’s Work deliver the Leased Premises to Tenant with the following work completed: (i) primary HVAC distribution system up to and including the main HVAC duct serving the Leased Premises; (ii) electrical services of 8 xxxxx per rentable square foot, (iii) the sprinkler system which is currently installed in the 20th Floor Leased Premises, including the existing branch distribution, and (iv) uninterruptable power service/emergency power service ("UPS/EPS") capability of 175 KVA. Tenant shall be responsible for the connection of the UPS/EPS system to Tenant's equipment. Landlord's current estimate of Tenant's prorated annual cost for use of the UPS/EPS system is Eight Thousand Dollars ($8,000.00); however, this shall not be intended nor construed as a representation as to future costs for operation of this system. Tenant acknowledges that the Leased Premises have been fully built out with a modern computer installation, including substantial Building and 21st Floor Premisestenant enhancements and alterations, and, subject only to the foregoing provisions concerning Landlord's Work, Tenant agrees to accept the Leased Premises in the current "as is" condition. In Tenant agrees to reimburse Landlord upon request for any out-of-pocket third-party costs reasonably incurred by Landlord in reviewing Tenant's plans. Landlord and Tenant hereby agree that (i) if at any time after the event commencement of the Term, any Governmental Authority shall contend or declare that the Common Areas do not comply with the Americans with Disabilities Act (the "Act"), Landlord shall be unable promptly perform such work as is necessary to cause the Common Areas to comply with the Act, at Landlord's sole cost and expense to the extent the Common Areas do not comply in all material respects with the Act as of the date hereof, and (ii) if at any time after the commencement of the Term, any Governmental Authority shall contend or declare that the Leased Premises do not comply with the Act, Tenant shall promptly perform such work as is necessary to cause the Leased Premises to comply with the Act, at Tenant's sole cost and expense. It is expressly understood and agreed that once Landlord's Work is completed. Landlord shall deliver possession of the 20th Floor Leased Premises or 21st Floor Premises so that Tenant's sole obligation is to Tenant on obtain a building permit, if necessary, for Tenant's Initial Work to the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Leased Premises. Landlord shall not be subject to any liability for such failure, and (y) provide Tenant with the Lease, as modified by this Agreement, shall remain in full force and effect without extension use of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and two (2) if 40 ton Liebert Air Handler Units (the 20th "Liebert Units") with dehumidification for Tenant's data center on an "as-is" basis", which shall be in working condition at the time of turnover to Tenant. Landlord expressly disclaims all warranties and 21st Floor Premises Commencement Date has not occurred by October 1representations express or implied, 2017 as to such Units or the condition thereof, including warranties of merchantability and fitness for use. Tenant to be responsible for any reasoncosts associated with relocation of the Units, as well as the operation, replacement and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement maintenance of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly)these Units. Landlord shall not be subject to any additional liability responsible for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions costs of this Article are intended to constitute an “express provision repiping chilled water connections to the contrary” within Liebert Units. Said Units shall, however, remain the meaning property of Section 223(a) of the New York Real Property LawLandlord.

Landlord’s Work. (Aa) No later than the Effective Date, Landlord shall cause to be delivered to Tenant for Tenant’s review (or otherwise make available to Tenant in the plan room located in the lower level of the Building) all construction and mechanical engineering plans and documents (both those in hard copy and CAD) in Landlord’s possession in order for Txxxxx’s architect to review and complete the Tenant fitout planning for Landlord’s Work for the Premises containing sufficient detail in order for Landlord (or the Approved Contractor) to obtain all applicable permits and governmental approvals and otherwise consistent with the Landlord’s Work (the “ Construction Drawings”) . Landlord represents to Tenant it has provided to Tenant a full set of CAD drawings for the third floor of the Building and hard copy plans for the remainder of the Building, at but otherwise cannot assure Tenant or its sole cost architect that it can provide further existing architectural or mechanic plans for the Building that Tenant or its architect may require. Tenant shall cause to be delivered to Landlord on or before June 15, 2017 the Construction Drawings for Landlord’s approval, which approval of Landlord shall not be unreasonably withheld, conditioned or delayed and expensewill be granted or withheld within five (5) days after Txxxxx’s delivery of same to Landlord. If Landlord disapproves the proposed Construction Drawings, Landlord shall perform specify the basis for such disapproval in reasonable detail, and Tenant will cause its architect to revise the Construction Drawings to address such deficiencies and promptly submit the same to Landlord. The scope of Landlord’s review of any such revised Construction Drawings will be limited to Txxxxx’s architect’s correction of the items specified by Landlord in Landlord’s notice of disapproval. Landlord will notify Tenant of Landlord’s approval or disapproval of such revised Construction Drawings within five (5) days following receipt of same, and this process shall continue until Landlord has approved the Construction Drawings (with such approved Construction Drawings constituting the “ Approved Construction Drawings ”). Landlord and Tenant confirm and agree that the Approved Constructing Drawings shall be fully approved by July 1, 2017 in order to allow the parties sufficient time to timely approve the Landlord’s Approved Contractor and complete Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date accordance with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the this Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.

Landlord’s Work. Except for the work to be performed by Landlord as expressly set forth on attached Exhibit B, if any (A) “Landlord’s Work”), Landlord shall only be obligated to provide the Premises, including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or within the Premises to Tenant in its present condition, absolutely “as is, where is, with all faults.” Landlord’s Work, if any, shall, at its sole cost the time of installation, comply with all applicable laws, ordinances, rules and expenseregulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession of the Premises shall perform Landlordbe conclusive evidence of Tenant’s Work acceptance thereof in the 20th Floor Premises good order and 21st Floor Premisessatisfactory condition. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises Arcade space to Tenant on April 6, 2008 and the 20th IMAX Theatre, Tut Museum and 21st Floor Anticipated Commencement Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date with Landlord’s Work substantially completeddoes not occur on or before July 1, then (x) Landlord shall not be subject 2008. Subject to any liability for such failure, the terms and (y) the conditions of this Lease, as modified by this Agreementincluding the Exhibits hereto, shall remain in full force and effect without extension Tenant agrees that no representation respecting the condition of the Term Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the 20th Floor Premises either before or 21st Floor Premises and, subject to after the provisions of sub-paragraph execution hereof (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and except to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Dateexpressly provided on attached Exhibit B, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter definedat all), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred have been made by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay Landlord or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute agents to Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.

Landlord’s Work. (A) Landlord is in the process of constructing the Building at the Property. Landlord, at its Landlord’s sole cost and expenseexpense shall construct Landlord’s initial construction of the Building including, but not limited to, all shell and core improvements for the Building (including the underground parking garage), all landscaping, plaza areas, walkways, driveways, sidewalks, Building amenities and other improvements on the Land, and shall construct the Building and the Premises and perform certain base building improvements to prepare the Premises for Tenant’s Work (as defined below), as such construction and improvements are shown on Exhibit A-3 attached hereto, including those items listed under “LL” on the Landlord/Tenant Work Matrix (the “Work Matrix”) attached hereto as Exhibit A-4 (collectively, “Landlord’s Work”). Lxxxxxxx’s Work and Tenant’s Work shall be constructed by Consigli Construction (or a licensed and qualified contractor with substantial experience in constructing life sciences office and laboratory space reasonably selected by Landlord if Landlord reasonably determines that Consigli Construction will not be able to complete Landlord’s Work in the 20th Floor Premises and 21st Floor PremisesTxxxxx’s Work) (“Landlord’s Contractor”). In the event Landlord shall be unable cause Lxxxxxxx’s Contractor to construct Landlord’s Work and Txxxxx’s Work in a good and workmanlike manner, in accordance with applicable laws and building codes, in compliance with applicable permits for Landlord’s Work and Tenant’s Work, and in accordance with Landlord’s Plans and Tenant’s Plans. Landlord shall deliver possession of the 20th Floor Premises or 21st Floor Premises to Tenant and Txxxxx agrees to accept the Premises with Lxxxxxxx’s Work and Txxxxx’s Work Substantially Complete. Tenant acknowledges that except as set forth in this Section 3.2, it is not relying on any representations of Landlord or Landlord’s agents or employees as to the 20th and 21st Floor Anticipated Commencement Date with current condition or the condition of Landlord’s Work substantially completedor Tenant’s Work, then (x) and Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term have no obligation with respect to thereto except as may be expressly set forth in this Lease. The materials and equipment furnished in the 20th Floor Premises or 21st Floor Premises and, subject to the provisions performance of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in and Tenant’s Work will be of good quality (consistent with first-class office and laboratory spaces, as the 20th Floor Premises case may be), new and 21st Floor Premises has been substantially completed of recent manufacture and Landlord’s Work and Tenant’s Work, all components thereof and the dates set forth Building Systems shall be in Exhibit C-1 good working order and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account condition as of the 20th Floor Premises completion of Landlord’s Work. On the Commencement Date the Building including, but not limited to, the roof and 21st Floor Premises shall foundation will be adjusted forward on a day for day basis if in good condition and to leak-free. If it is determined that the extent necessary to correspond to roof or foundation is not in such condition as of the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if Landlord shall cause the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reasonsame to be put in such condition promptly after having notice thereof, and provided all costs and expenses of such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent corrective work shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day excluded from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property LawOperating Costs.

Landlord’s Work. The Landlord shall construct the Building of which the Premises forms part, in accordance with plans and specifications as follows: Architectural: November 20, 2003, Mechanical/Electrical: November 8, 2003, Structural: November 19, 2003, Security: November 10, 2003 which have been provided to the Tenant (Athe “Landlord’s Work”). No later than February 20, 2004, the Landlord will provide the Tenant with an updated and current set of plans and specifications in respect of the Landlord’s Work (the “Final Plans”). If the Tenant is not satisfied with the scope of Landlord’s Work or the Landlord elects not to implement any modifications reasonably required by the Tenant in order to efficiently operate its business, the Tenant will not be permitted to insist upon the modifications not so implemented but, in lieu thereof, the Tenant may elect to terminate the agreement arising out of this Offer provided such election to terminate is exercised by notice in writing to the Landlord on or before February 27, 2004. No changes may be made to the Final Plans which materially adversely affect (i) the Tenant’s Work, (ii) the cost of completing Tenant’s Work or (iii) the efficient operation of the Tenant’s business without the consent of the Tenant. For the purposes of this Offer and the Lease the condition of the Building as delivered to the Tenant on completion of the Landlord’s Work shall be deemed to be the base building condition. Subject to events of force majeure, at its sole cost the Landlord’s Work shall be completed by no later than November 1, 2004. Should the Landlord’s Work not be completed by December 1, 2004 as a result of a default by the Landlord that is not an event of force majeure, the Tenant shall be entitled to two (2) days’ free basic rent, prorated based on a 30 day month, for each day after December 1, 2004 that the Landlord’s Work is not substantially completed and expense, the Tenant has not been delivered possession of the Premises. The Fixturing Period shall perform commence on the Commencement Date of the Lease specified in Section 2(b) hereof. The Landlord undertakes to use reasonable commercial efforts to provide the Tenant with as much advance written notice as is reasonably possible as to the anticipated date of Substantial Completion of the Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the , which in any event Landlord shall be unable at least five (5) days advance notice. The parties agree that two (2) days’ free basic rent for each day after December 1, 2004 that the Landlord’s Work is not substantially performed and the Tenant has not been delivered possession of the Premises is a representation of the true damages that the Tenant will suffer as a result of any delay in the substantial completion of the Landlord’s Work and the Landlord’s failure to deliver possession of the 20th Floor Premises or 21st Floor and is not a penalty. Should the Tenant not be delivered possession of the Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedby November 1, 2005, for any reason whatsoever, then (x) Landlord shall not be subject to any liability for such failure, at the Tenant’s sole option and (y) discretion the Tenant may terminate the Offer and the Lease, as modified by this Agreementand damages will be calculated in their usual manner. During the Fixturing Period the Tenant shall be responsible for all work within the Premises, shall remain in full force and effect without extension addition to the Landlord’s Work, which may be necessary to operate the Tenant’s business therein (the “Tenant’s Work”). Prior to the commencement of the Term with respect Fixturing Period, the Tenant shall provide a copy of its plans and specifications for the Tenant’s Work to the 20th Floor Premises Landlord for its prior written approval prior to commencing construction, not to be unreasonably withheld or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawdelayed.

Landlord’s Work. (A) Landlord2.1 Prior to delivery of possession, Landlord shall furnish and install, at its Landlord’s sole cost and expense, certain new leasehold improvements in the Demised Premises (the “Landlord’s Work”), which shall perform be performed by Landlord and/or its agents and subcontractors in a good and workmanlike manner. An affiliate of Landlord, namely, Minkoff Development Corporation (“MDC”), shall act as general contractor and construction manager for Landlord’s Work. The scope of Landlord’s Work shall be as follows, and unless otherwise noted, all materials, finishes, fixtures, hardware and equipment installed as part of Landlord’s Work shall be selected from Landlord’s Building Standard items: Ø Construct a full height, 2 hour rated demising wall along column line 11 on the second floor of the Building, located on the column line 10 side of column line 11, as shown on the Building architectural drawings prepared by DNC Architects, Inc. The wall will be taped, spackled, sanded and ready for painting by Tenant. All existing improvements that (i) are in the 20th Floor Premises and 21st Floor way of constructing the new demising wall, or (ii) penetrate the new wall will be disconnected and/or demolished on the Tenant’s side of the new demising wall; they will not be reconnected and/or reconstructed in the Demised Premises. In Accordingly, to the event extent that the existing plumbing, electrical, HVAC and mechanical systems are affected by the construction of the new demising wall, they will not be in good working order on the date Landlord shall be unable to deliver delivers possession of the 20th Floor Premises or 21st Floor Demised Premises to Tenant, as Tenant will be modifying and completing those systems as part of Tenant’s Work. Ø Construct a full height, 2 hour rated demising wall along column line 13 on the 20th first floor of the Building, located on the column line 12.5 side of column line 13 and 21st Floor Anticipated Commencement Date with Landlordimmediately adjacent to the existing wall on column line 13. The wall will be taped, spackled, sanded and ready for painting by Tenant. All existing improvements that (i) are in the way of constructing the new demising wall, or (ii) penetrate the new wall will be disconnected and/or demolished on the Tenant’s Work substantially completed, then (x) Landlord shall side of the new demising wall; they will not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work reconnected and/or reconstructed in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and Demised Premises. Accordingly, to the extent necessary that the existing plumbing, electrical, HVAC and mechanical systems are affected by the construction of the new demising wall, they will not be in good working order on the date Landlord delivers possession of the Demised Premises to correspond Tenant, as Tenant will be modifying and completing those systems as part of Tenant’s Work. Ø Remove all HVAC ductwork and controls between column lines 8 and 11 on the second floor that are connected to the actual 20th and 21st Floor Premises Commencement Dateexisting VAV roof top unit. That VAV unit will only serve the adjacent tenant space after completion of the Landlord’s Work. Tenant, as applicablepart of Tenant’s Work, will furnish and install the HVAC equipment, ductwork and associated controls to serve this area. The foregoing notwithstanding, Ø Remove all HVAC ductwork and controls between column lines 11 and 13 on the first floor that are connected to the two (2) existing constant volume roof top units “B”. One (1) if of those units will continue to serve the 20th Tenant’s space between column lines 11 and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once 13 on the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly)first floor. Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by furnish and install the 20th main supply and 21st Floor Anticipated Commencement Date or any other date return ducts from that unit, and shall stub them through the remedies set forth herein shall constitute new demising wall on column line 13 into the Demised Premises. Tenant, as part of Tenant’s sole remedies thereforWork, shall complete the HVAC ductwork and control system for this area. The provisions of this Article are intended to constitute an “express provision Ø Disconnect all lighting fixtures and switches, power receptacles, battery packs and exit lights whose circuits cross the new demising walls on each floor, and remove the circuit back to the contrary” within nearest junction box. On the meaning of Section 223(a) first floor, completely remove the existing UPS room. Ø Provide any modifications to the sprinkler system and fire alarm system that are required due to the construction of the New York Real Property Lawnew demising walls. Ø Remove all debris created by constructing the new demising walls, and leave the Premises broom clean.

Landlord’s Work. Landlord shall complete the following improvements at the Premises at Landlord's sole cost and expense (Aand not to be deducted from the Tenant Improvement Allowance): (1) Landlord agrees to renovate two existing restrooms to meet applicable local and ADA codes, including replacement of counter tops, repainting of existing toilet partitions and replacement of existing ceiling tiles with same type of ceiling tiles which will be used in Tenant occupied spaces; (2) Landlord will place all major building systems in proper working order; (3) Landlord will replace all roof top HVAC units installed prior to 2001, will repair any problems in existing HVAC distribution system (collapsed ducts, broken thermostats, etc.) (Changes in HVAC distribution and increases, if any, in HVAC capacity required by Tenant's Improvements are part of Tenant Improvements and paid from the Tenant Improvement Allowance, notwithstanding anything in this Lease to the contrary); (4) Landlord will replace any concrete sidewalk or curb sections, which, in Landlord's opinion, cannot be satisfactorily repaired.; (5) Landlord includes an exterior lighting allowance of $ 15,000.00 for adding exterior lighting in locations mutually agreed to by Landlord and Tenant; exterior lighting in excess of exterior lighting allowance is at the cost of Tenant.; (6) Landlord will provide an exit door from the existing kitchen onto lawn at back of the Building (collectively, "Landlord's Work"). Prior to the date of this Lease, Landlord has repaired, seal coated, and re-striped the parking areas within the Premises. Tenant's Improvements. Tenant has delivered to Landlord for general review and general approval a set of preliminary plans described on Exhibit "B-1" for the Tenant Improvements, and outline specifications described on Exhibit "B-2" for Tenant Improvements (collectively, the "Preliminary Documents"). On or before fifteen (15) days after the later of the date of this Lease or January 3, 2005, Tenant shall cause Tenant's architect ("Tenant's Architect"), at Tenant's cost, to prepare, based upon the Preliminary Documents, and to deliver to Landlord, at its sole cost least five (5) sets each of construction drawings of the Tenant Improvements and expenseconstruction specifications of the Tenant Improvements (as may be modified, shall perform the "Tenant Construction Documents") for review, pricing and approval in accordance with the procedure described below. Landlord may (but is not obligated to) make recommendations for changes to the Tenant Construction Documents, and Tenant may likewise make changes to the Tenant Construction Documents. Within twelve (12) business days after Tenant's Architect has delivered the Tenant Construction Documents to Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event , Landlord shall be unable to deliver possession of obtain at least three (3) fixed price bids for the 20th Floor Premises or 21st Floor Premises to Tenant on Improvements based upon the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedTenant Construction Documents, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, one (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent which bids shall be extended accordingly) and (2) if from Gxxxxx X. Xxxxxxx Associates Inc. The purpose of obtaining the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay bids is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) selection of the New York Real Property Lawgeneral contractor to complete the Tenant Improvements for the Tenant Improvement Price (defined below).

Landlord’s Work. (A) LandlordAs a condition precedent to the Commencement Date, Landlord agrees, at its sole cost and expense, except with respect to any increase in costs and expenses directly resulting from an act (or failure to act) of Tenant, which increase shall perform be paid by Tenant within thirty (30) days after receipt of written demand from Landlord, to have completed or have caused the following to occur: (i) all Building Systems and the Building Structure shall be in good working order and repair; (ii) all existing improvements and trade fixtures that were in place in the Premises on the Effective Date including, without limitation, all process piping and the air compressor, shall be in place and in good working order and repair; (iii) installation of a TPO, welded seam, white reflective 60 mil roof replacement (the “Roof Replacement”), which have been approved by Landlord and Tenant; and (iv) the HVAC work as listed in that certain proposal prepared by Oscar Roxxx xx X.X. HVAC attached hereto as Exhibit A (the “HVAC Work”), which has been approved by Landlord and Tenant (all of the foregoing, the “Landlord’s Work Work”). With respect to the Roof Replacement, Landlord shall provide to Tenant for Tenant’s review the final specifications for the Roof Replacement, and Tenant shall have the right to discuss with Landlord any comments or questions regarding the specifications. In addition, prior to the installation of the Roof Replacement, Landlord and Tenant shall meet to review installation details. Landlord agrees to commence the installation of the Roof Replacement in the 20th Floor Premises June 2020/July 2020 timeframe and 21st Floor the HVAC Work prior to July/August 2020 timeframe, so as to avoid any interruption in Tenant’s construction of the Tenant Improvements. If, despite Landlord’s good faith efforts, the Roof Installation is not completed by July 31, 2020, and the HVAC Work by August 31, 2020, as that date may be extended by prior written agreement of the parties, Landlord and Tenant shall each cause their respective contractors and subcontractors to cooperate with each other: (i) in facilitating the mutual access to the Premises; and (ii) in coordinating the timing of the stages of Roof Installation, HVAC Work and the Tenant Improvements so as to facilitate the completion on a timely basis. In the event Landlord that the Landlord’s failure to complete the Roof Replacement during the June 2020/July 2020 timeframe and the HVAC Work during the July/August 2020 timeframe, for any reason other than due to Force Majeure, Excused Delays or the act or omission of Tenant delays Tenant’s Substantial Completion of the Tenant Improvements by January 1, 2021, for each day of delay caused thereby Tenant shall be unable entitled to deliver possession day-for-day abatement of Base Rent pursuant to Paragraph 2(b) of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Lease. The Landlord’s Work substantially completedshall be performed in compliance with all applicable laws, then (x) Landlord shall not be subject to any liability for such failurebuilding codes, regulations and (y) ordinances in effect on the Commencement Date of the Lease, as modified by this Agreementin a good and workmanlike manner, shall remain in full force free of defects and effect without extension using new materials and equipment of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawgood quality.

Landlord’s Work. (A) Landlord shall provide Landlord’s Work, at its sole cost and expense, in accordance with plans and specifications approved by Tenant, which approval shall perform not be unreasonably withheld or delayed. All electrical and plumbing work by Landlord shall be in compliance with all applicable codes and Landlord will be responsible for delivering the Leased Premises in compliance with all applicable federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances and codes. In the event that Landlord will deliver the Leased Premises more than sixty (60) days before or after the Planned Delivery Date (as hereinafter defined), Landlord shall immediately send a written notice to Tenant not less than thirty (30) days prior to the Delivery Date. Landlord’s Work is estimated to be completed on or before October 15, 2011 (time being of the essence) (the “Planned Deliver Date”). In the event the actual Deliver Date does not occur prior to November 1, 2011, Tenant will not be required to take possession of the Leased Premises until January 1, 2012 and, in such event the Rent Commencement Date shall be postponed until the date on which Tenant opens for business in the 20th Floor Leased Premises. Additionally, in the event the Delivery Date occurs (a) after the Planned Delivery Date but on or before November 18, 2011, Landlord shall pay to Tenant, upon ten (10) days of Tenant’s written demand, a late delivery fee equal to Two Thousand and 00/100 Dollars ($2,000.00) for each day completion of Landlord’s Work is delayed beyond the Planned Delivery Date prior to November 18, 2011, and (b) after November 18, 2011 Landlord shall pay to Tenant, upon ten (10) days of written demand, an additional late delivery fee equal to Three Thousand and 00/100 Dollars ($3,000.00) for each day completion of Landlord’s Work is delayed beyond November 18, 2011. In the event the Deliver Date does not occur prior to March 1, 2012, Tenant shall have the right at its election to either (i) cancel and terminate this Lease and, in such event, the Sub-Sub-Sublease, as defined in Paragraph 54 shall continue, or (ii) continue the Lease in which event the annual Minimum Rent and all other rents and charges due hereunder shall be adjusted so that, after the Rent Commencement Date, Tenant shall receive, in addition to the late delivery fees set forth in (a) and (b) above, rent credits equivalent to three (3) days of Minimum Rent and all rents other charges due hereunder for each day the completion of the Leased Premises and 21st Floor Premisesis delayed. In the event Tenant elects to terminate this Lease pursuant to this Subparagraph 9.1, Landlord shall reimburse Tenant, within sixty (60) days of receipt of Tenant’s termination notice, for any Early Cessation Expenses incurred. In the event Landlord shall be unable fails to deliver possession of the 20th Floor Premises or 21st Floor Premises pay to Tenant on any applicable late delivery fees within the 20th time period provided above, Tenant, in addition to all rights and 21st Floor Anticipated Commencement Date with remedies provided herein and under applicable law, shall have the right to offset such amount, plus interest at the Interest Rate and any costs and charges related to Landlord’s failure to pay such amounts, against the rents due hereunder. Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension deemed completed when all of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work shall have been completed except for punchlist items that shall not affect Tenant’s Use or the accessibility or appearance of the Leased Premises. In the even such punchlist items or any portion of Landlord’s Work (including any items to be purchased by Landlord) are not completed within thirty (30) days of the date Tenant opens for business in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occursLeased Premises, Tenant shall receive an abatement of Fixed Annual Rent with respect have the right, but not the obligation, to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay complete all or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) a portion of the New York Real Property Lawaforementioned items and offset the cost of such work against the rent due hereunder.

Landlord’s Work. (A) Landlord, at its sole cost and expense, Landlord shall perform Landlord’s the construction work (the "Landlord Work") described in EXHIBIT LW attached hereto in a good and workmanlike manner and in accordance with all Government Regulations and shall substantially complete the Landlord Work in (that is, complete the 20th Floor Premises and 21st Floor PremisesLandlord Work, except for normal "punch list" items which shall be completed within thirty (30) days after substantial completion of the Landlord Work) on or before May 1, 1999. Subject to the provisions of the following paragraph, if substantial completion of the Landlord Work is delayed beyond May 1, 1999, payment of Base Rent pursuant to Section 3.1 of this Lease shall commence on the date the Landlord Work is substantially complete. In the event the Landlord Work is not substantially completed on or before June 1, 1999 (the "Outside Date for Completion"), Tenant shall have the right to terminate its obligations under this Lease; provided, however, that (1) the Outside Date for Completion shall be unable extended for a period equal to deliver possession the duration of any delays in construction caused by strikes, shortages of materials, acts of God or other matters not reasonably within the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with control of Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y2) in the Leaseevent any delays in completing the Landlord Work are as a result of change orders or other delays caused by Tenant, as modified the Outside Date for Completion shall be extended day for day for each such delay caused by this AgreementTenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant caused delays. Further, if issuance of a temporary or permanent certificate of occupancy for the Landlord Work or the Leased Property is delayed beyond May 1, 1999, because of delays caused by Tenant, then the rent commencement date shall remain in full force be May 1, 1999 and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation on that date Tenant shall commence to pay Fixed Annual Base Rent and Additional Rent under this Lease. Except for latent defects and deficiencies in the Landlord Work of which Tenant has given written notice to Landlord not later than thirty (30) days following the Commencement Date, Landlord shall be deemed to have satisfactorily completed the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work deficiencies (other than latent defects) in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicableLandlord Work. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that If Tenant does not pay Fixed Annual Rent give timely notice of deficiencies, Landlord shall be extended accordinglyremedy as soon as reasonably practicable any deficiencies specified in such notice and shall begin such remediation within thirty (30) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and days after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly)Tenant's notice. Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by bear the 20th and 21st Floor Anticipated Commencement Date or any other date full cost of the Design Allowance (as defined below), and the remedies set forth herein shall constitute Tenant’s sole remedies thereforTenant Improvement Allowance (as defined below). The provisions Design Allowance shall be the allowance for the cost of this Article are intended any architect or other design fees incurred to constitute an “express provision to design, and prepare the contrary” within plans and specifications necessary for, the meaning of Section 223(aLandlord Work, which allowance shall not exceed Ten Thousand Five Hundred Sixty-Six and 00/100 Dollars ($10,566.00) in total. The Tenant Improvement Allowance shall be the allowance for any so-called "hard costs" incurred in constructing the Landlord Work, which allowance shall not exceed Fifty-Eight Thousand Seven Hundred and 00/100 Dollars ($58,700.00) plus any unused portion of the New York Real Property LawDesign Allowance. Tenant shall be responsible for any architect or other design fees in excess of Ten Thousand Five Hundred Sixty-Six and 00/100 Dollars ($10,566.00) and for any construction-related costs of the Tenant Improvements work exceeding Fifty-Eight Thousand Seven Hundred and 00/100 Dollars ($58,700.00) plus any unused portion of the Design Allowance, and Tenant shall pay such amount to Landlord within thirty (30) days of receiving an invoice describing the costs with reasonable detail. The Tenant Improvement Allowance shall be used for physical improvements only.

Landlord’s Work. Attached hereto as Exhibit B-2 are a floor plan of the Premises approved by Landlord and Tenant entitled “Fit Plan June 5, 2013 AMAG Pharmaceuticals” (A“Floor Plan”) and a Turn-Key Matrix entitled “AMAG Pharmaceuticals 0000 Xxxxxx Xxxxxx, Xxxxxxx, XX Delineation of Turnkey Work vs. Tenant Work” dated June 6, 2013 (“Turn-Key Matrix”). Landlord shall promptly prepare and deliver to Tenant for review working drawings based on the Floor Plan and Turn-Key Matrix (“Proposed Plans”). Tenant shall either approve the Proposed Plans or deliver any requested changes to the Proposed Plans to Landlord not later than three (3) business days following Tenant’s receipt of the Proposed Plans. Any changes or items of work requested by Tenant and not shown on the Floor Plan or referenced in Turn-Key Matrix shall be deemed to be Change Proposal(s) (as defined below) and shall be subject to the terms and provisions of subsection (2) below. If for any reason Landlord does not receive Tenant’s requested changes to the Proposed Plans within such 3-business day period, each day thereafter that Landlord does not receive Tenant’s approval of the Proposed Plans or Tenant’s requested changes thereto shall constitute one day of Tenant Delay. To the extent Landlord approves Tenant’s requested changes (such approval by Landlord not to be unreasonably withheld; however, Landlord’s determination of matters relating to structural matters and aesthetic issues relating to alterations or changes which are visible outside the Premises shall be in Landlord’s sole discretion), Landlord shall prepare and deliver a Landlord’s Change Order Response (as defined in subsection (2) below) in accordance with the provisions of subsection (2) below and Tenant shall either approve or disapprove the Landlord’s Change Order Response not later than three (3) business days following Tenant’s receipt of the same. If for any reason Landlord does not receive Tenant’s approval or disapproval of the Landlord’s Change Order Request within such 3-business day period, each day thereafter that Landlord does not receive Tenant’s approval or disapproval of the Landlord’s Change Order Request shall constitute one day of Tenant Delay. If Tenant approves Landlord’s Change Order Response, Landlord shall revise the Proposed Plans accordingly and resubmit the same to Tenant for approval, which approval shall not be unreasonably withheld, conditioned or delayed and given or withheld not later than three (3) business days following Tenant’s receipt of the revised Proposed Plans. If for any reason Landlord does not receive such approval or disapproval of the revised Proposed Plans shall constitute one day of Tenant Delay. Such process shall be followed until the Proposed Plans shall have been approved by Landlord and Tenant. The Proposed Plans, so approved by Landlord and Tenant, shall be referred to herein as the “Plans” and deemed incorporated herein by reference. Landlord shall perform the work shown on the Plans (“Landlord’s Work”); provided, however, that Landlord shall have no responsibility for the installation or connection of Tenant’s computer, telephone, other communication equipment, systems or wiring. Subject to Force Majeure and Tenant Delays, Landlord shall diligently perform Landlord’s Work in a good and workmanlike manner in compliance with the final approved Plans and all applicable Legal Requirements, at its Landlord’s sole cost and expense, shall perform Landlord’s Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the 20th Floor Premises or 21st Floor Premises to except for Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property LawPlan Excess Costs.

Landlord’s Work. Landlord shall, at Landlord's sole cost, cause the following work to be performed: (Aa) within one (1) year after the Commencement Date, install XxxxXxxxxx XX-0X-0X roofing system (or its equivalent) with twenty (20) year guarantee including installation of new curb mount, steel frame, single dome skylights and smoke vents in accordance with the June 8, 2015 proposal from Highland Commercial Roofing (or an equivalent or better proposal from a different vendor, as mutually agreed by Landlord and Tenant), (b) install a demising wall(s) separating the Premises from the remainder of the Project utilizing specifications and materials reasonably determined by Landlord (the "Demising Work"), which Demising Work shall include the separation of the electric service as described in Section 11(a) below. In order to separate the electric service, Landlord and Tenant contemplate that the existing 120/208 gear currently serving the Project will be upgraded to 277/480 and then be dedicated to serve the space which is the subject of the Short Term Lease (defined below). The 120/208 load currently connected to the existing 120/208 gear will be disconnected and re-connected (through a new step-down transformer) to the existing 277/480 gear currently serving the Project. A 1.5MW generator will be supplied to maintain the Tenant's 120/208 service during the changeover if change over cannot be scheduled during a period which would not unreasonably interfere with Tenant's business. The existing 277/480 gear will then be dedicated to serve the Premises. The Demising Work shall be completed prior to the date which is the earlier of the date that is one (1) year after Tenant has surrendered the Short Term Lease space to Landlord in the condition required in the Short Term Lease, or the date any new tenant commences occupancy of space in the remainder of the Project, (c) repaint the exterior of the Project utilizing specifications and materials reasonably determined by Landlord and reasonably approved by Tenant, with such work to be completed prior to the date which is two (2) years after the Commencement Date, (d) slurry coat, repair and reseal the parking lot of the Project pursuant to a parking, striping and truck loading plan reasonably determined by Landlord, with such work to be completed on or before the date which is two (2) years after the Commencement Date, and (e) upgrade the landscaping at its sole cost and expense, shall perform Landlord’s Work in the 20th Floor Premises and 21st Floor PremisesProject pursuant to a plan reasonably determined by Landlord within one (1) year after the Commencement Date. In the event Tenant agrees that Landlord shall be unable provided with access to deliver possession the Premises to complete such Demising Work in accordance with, and subject to, Article 12 below, and shall reasonably cooperate with Landlord so as to allow Landlord to timely complete all of the 20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the foregoing work. Except as otherwise expressly provided in this Lease, as modified Landlord agrees that any costs to relocate electrical conduits required by this Agreement, the Demising Work shall remain in full force be borne by Landlord and effect without extension any shutdown of the Term with respect electrical system to the 20th Floor Premises or 21st Floor Premises and, subject to required by the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Demising Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on performed pursuant to a day for day basis if schedule mutually acceptable to Landlord and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.

Landlord’s Work. (A) LandlordLandlord shall, at its sole cost and expense, shall perform fully fund and complete the Landlord’s Work as described on Exhibit B. Landlord shall select and contract with general contractor, manage architectural drawings (subject to Tenant’s reasonable approval), and coordinate and manage the construction project and activities. Landlord shall enter into a construction contract or contracts for the purpose of constructing the Landlord’s Work. Landlord shall cause the Landlord’s Work to be completed in a first-class workmanlike manner using existing Building standard finishes (unless otherwise expressly stated), in accordance with the 20th Floor Premises floor plans and 21st Floor architectural drawings approved by Tenant, and in accordance with all applicable laws, ordinances, and statutes. Landlord warrants that the Landlord’s Work shall be free from defect in material and workmanship. Landlord shall obtain all necessary permits for the Landlord’s Work and to the extent required by applicable law, a new certificate of occupancy for the Leased Premises. Xxxxxxxx agrees that the Landlord’s Work shall be completed on or before October 1, 2019 (the “Outside Completion Date”). In the event Landlord shall be unable that Xxxxxxxx fails to complete the Landlord’s Work and deliver possession of the 20th Floor Premises or 21st Floor Leased Premises to Tenant on or before the 20th and 21st Floor Anticipated Commencement Outside Completion Date, then Tenant shall receive a per diem credit against the next installments of Monthly Rent due under the Lease for each day after the Outside Completion Date with that Landlord fails to complete the Landlord’s Work substantially completedand deliver the Leased Premises. In addition, then (x) Landlord shall not be subject in the event that Xxxxxxxx fails to any liability for such failure, and (y) complete the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work and deliver possession of the Leased Premises to Tenant on or before December 1, 2019 (the “Extended Completion Date”), then Tenant, in addition to any other remedies afforded at law or in equity, may terminate this Lease upon notice to Landlord. Upon such termination, all prepaid Monthly Rent and other amounts shall be promptly returned to Tenant. Notwithstanding anything to the 20th Floor Premises and 21st Floor Premises has been substantially completed contrary herein, one day shall be added to the Outside Completion Date and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Extended Completion Date, for each day that Landlord is delayed because of a Tenant Delay (as applicablehereinafter defined). The foregoing notwithstandingFor purposes hereof, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any term “Tenant Delay” shall mean any actual delays to the completion of the Landlord’s Work stemming from (i) any changes in writing from Ms. Xxxxx Xxxxx (of Tenant) to the scope of the Landlord’s Work, or “Force Majeure” (as ii) any failure of Tenant to respond to Xxxxxxxx’s request for information or approval in connection with the completion of the Landlord’s Work within four (4) business days after such quoted terms are hereinafter defined), then once request. Upon completion of the 20th and 21st Floor Commencement Date actually occursLandlord’s Work, Tenant shall receive an abatement of Fixed Annual Rent with respect have the right to inspect the 20th Floor Leased Premises and 21st Floor Premises equal to one-half prepare and submit to Landlord a punch list of one dayany incomplete or nonconforming work included in the Landlord’s Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly)Work. Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Lawsuch work as is detailed on said punch list in a commercially-reasonable time.

Landlord’s Work. The term “Minor Changes” means changes to the Approved Construction Drawings or Approved Budget that (Aa) are necessary or appropriate in the reasonable judgment of Landlord, at its sole cost the Architect or the General Contractor, (b) do not adversely impact the structure of the New Building, and expense, shall perform Landlord’s Work (c) do not exceed the applicable line item in the 20th Floor Premises and 21st Floor PremisesApproved Budget (including applicable contingencies) by more than $25,000 in a single instance, or by $150,000 in the aggregate. In the event Landlord shall be unable to deliver possession notify Tenant of any Minor Changes in advance, if practical, and promptly if advance notice is not practical, and such notice shall state the 20th Floor Premises or 21st Floor Premises to Tenant anticipated effect on the 20th Approved Budget as a result of all Minor Changes made to the date of such notice. Landlord agrees not to make any changes to the Approved Construction Drawings or the Approved Budget other than Minor Changes, without Tenant’s prior written consent as to such change and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completedany increase in the New Building Project Costs associated therewith that are not provided for in or accommodated by the Approved Budget, then (x) Landlord which consent shall not be subject unreasonably withheld, conditioned or delayed. If Tenant fails to respond to a request to approve any liability for such failurechange, and (y) the Leaseother than a Minor Change, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises Approved Construction Drawings or 21st Floor Premises and, subject to the provisions of sub-paragraph Approved Budget proposed by Landlord within such five (C5) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until business days after Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises request (which request shall be adjusted forward on a day for day basis if and to accompanied by reasonable supporting documentation detailing the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter definedproposed change), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement conclusively be deemed to have approved the proposed change. If Tenant shall notify Landlord of Fixed Annual Rent with respect its objection to a change, other than a Minor Change, to the 20th Floor Premises Approved Construction Drawings or Approved Budget proposed by Landlord within such five (5) business day period, Landlord and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for each day from Tenant shall reasonably share records and after September 1estimates, 2017 until rebid the 20th and 21st Floor Premises Commencement Date change at issue (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reasonmutually agreed), and provided cooperate to resolve any such delay is not due to any Tenant Delay or Force Majeuredifferences as soon as reasonably possible. Office Lease Exhibit G, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within the meaning of Section 223(a) of the New York Real Property Law.Page 5