Common use of Demise and Term Clause in Contracts

Demise and Term. A. For and during the term established below, Sublessor leases to Subtenant the Demised Premises, consisting of 362,155 rentable square feet ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇▇▇▇. B. The term (subject to extension as provided herein, the "Term") of this Sublease shall commence on May 19, 2001 (the "Commencement Date") and expire on November 17, 2021 (the "Expiration Date"), unless sooner canceled or otherwise terminated as provided in this Sublease. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements

Demise and Term. A. For and during the term established below, Sublessor Sublandlord hereby leases to Subtenant, and Subtenant hereby hires from Sublandlord, subject to the Demised Premisesterms and conditions of the Main Lease (as defined hereinafter) (to the extent disclosed to Subtenant) the Superior Instruments (as defined hereinafter) and this Sublease, consisting of 362,155 those certain premises constituting approximately 32,623 rentable square feet and being the entire forty-fourth ("RSF of 44th) floor as substantially shown on the Demised floor plan attached hereto as Exhibit “A” (the “Subleased Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants ”), in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, having an address at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, being part of the premises that were leased to Sublandlord by FC Eighth Ave. B. , LLC, a New York limited liability company (“Main Landlord”) under the Main Lease, (as defined hereinafter) together with the appurtenances to the Subleased Premises which are demised to Sublandlord under the Main Lease, for the Term (as defined hereinafter). “Building” shall mean the building known as The New York Times Building, in the Borough of Manhattan, City, County and State of New York. Subject to Section 36 of this Sublease, the term (subject to extension as provided herein, the "“Term"”) of this Sublease shall commence upon the latest of (a) September 1, 2018, (b) the date of Sublandlord’s delivery of the Subleased Premises to Subtenant in the condition required by Section 13(a) of this Sublease, or (c) the date that Subtenant receives the Main Landlord’s Consent (as defined in Section 36 of this Sublease) (such date, the “Sublease Commencement Date”), and the Term hereof shall expire at 11:59 p.m. on May 19, 2001 the last day of the forty-eighth (48th) full calendar month following the Rent Commencement Date (the "Commencement Date") and expire on November 17, 2021 (the "“Expiration Date"”), unless sooner canceled or otherwise terminated as provided herein provided. If either party hereto shall so request, the parties hereto shall execute and deliver to each other an instrument confirming the Rent Commencement Date (as defined in Section 2 of this Sublease), but the failure of either party to execute and deliver such an instrument shall not affect the occurrence of the Rent Commencement Date. Subtenant expressly waives any right to rescind this Sublease under Section 223-a of the New York Real Property Law or under any present or future statute of similar import then in force and, except as expressly set forth elsewhere in this Sublease. C. Sublessor shall have a one time , further expressly waives the right to cancel this Sublease effective as recover any damages, direct or indirect, which may result from Landlord’s failure to deliver possession of May 31, 2011 the Subleased Premises by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May September 1, 20082018, time being for whatever reason, including, without limitation, holdover of one or both tenants currently occupying the Subleased Premises. If for any reason Sublandlord is unable to deliver possession of the essence as to the giving of Subleased Premises upon such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined)date, this Sublease shall continue until not be void or voidable, nor shall Sublandlord be liable to Subtenant for any damage resulting from Sublandlord’s inability to deliver such possession. “Main Landlord” shall be limited to mean and include only the Expiration Date, unless otherwise terminated tenant under the Unit Ground Lease (as provided defined in Exhibit “G” to this Sublease. In ), to whom the Main Lease may be assigned, or a mortgagee in possession, so that in the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewithof any sale, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being assignment or transfer of the essence Unit, or Main Landlord’s interest as to a lessee under the giving Unit Ground Lease, in each case, such owner, tenant under the Unit Ground Lease or mortgagee in possession shall thereupon be released and discharged from all covenants, conditions and agreements of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold ImprovementsMain

Demise and Term. A. For and during the term established below, Sublessor hereby leases to Subtenant, and Subtenant hereby hires from Sublessor: those certain premises (herein called the Demised "Subleased Premises, ") consisting of 362,155 approximately 102,283 rentable square feet ("RSF located on the first through fifth floors of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) building known as are provided for in the Over▇▇▇ ▇▇▇▇▇. B. ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, building 2 (herein called the "Building") The Subleased Premises constitute the entirety of the Premises leased to Sublessor pursuant to the terms of the Main Lease. The term (subject to extension as provided herein, the "Term") of this Sublease shall commence be the period commencing on May 19the date after the consent of Overlandlord (as hereinafter defined) to a fully-executed Sublease (such consent, 2001 the “Overlandlord’s Consent”) that is the earliest of (i) substantial completion of Subtenant’s Work (as defined below) in the Subleased Premises, (ii) Subtenant’s occupancy of the Subleased Premises, (iii) ten (10) months after the date of Overlandlord’s Consent and (iv) August 1, 2010 (herein called the "Commencement Date"), and ending at 11:59 P.M., one hundred and fourteen (114) and expire on November 17months thereafter but no later than January 30, 2021 2020 (the "“Expiration Date"”), unless sooner canceled or otherwise terminated as herein provided in this Sublease. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation NoticeTerm") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, notwithstanding anything herein to the contrary, the Term shall expire no later than the day before the expiration of the 10th year of the Term (as defined in the Lease) of the Lease which the parties hereto acknowledge will occur on January 30, 2020; provided, further that solely if Subtenant has entered into a direct lease with Overlandlord for the purpose lease of calculating the Sales PriceSubleased Premises commencing February 1, Remaining Leasehold Improvements2020, then Subtenant may remain in possession of the Subleased Premises under this Sublease for one additional day and pay Fixed Rent and Supplemental Rent for such additional day; the parties agreeing that such right to extend shall in no event constitute an assignment of the Lease. The payment of Fixed Rent (as hereinafter defined) and Supplemental Rent (as hereinafter defined) shall commence on the Commencement Date. Subtenant shall have no interest in the Subleased Premises upon the expiration of this Sublease.

Demise and Term. A. For (A) Sublessor hereby leases to Sublessee and during Sublessee hereby takes and hires from Sublessor the Subleased Premises for the term established belowand upon the terms and conditions set forth herein, Sublessor leases subject to Subtenant the Demised Premisesprovisions of Article 15 of the Lease, consisting and contingent upon the written consent of 362,155 rentable square feet the Landlord to (i) this Sublease pursuant to Section 15.18 of the Lease including the Landlord's consent to the use of the Subleased Premises set forth in paragraph 7 hereof ("RSF of the Demised PremisesConsent to Sublease") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building and (bii) Sublessee's Initial Plans and Specifications (as hereinafter defined; Landlord's consent to use all fixtures, improvements same being hereinafter referred to as the "Consent to Sublessee's Initial Plans and betterments owned or leased by Overlandlord which, at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇▇▇▇Specifications"). B. (B) The term (subject to extension as provided herein, the "Term") of this Sublease shall commence on May 19April 15, 2001 1997 (the "Commencement Date") ), except as otherwise provided herein, and expire end on November 17December 20, 2021 2000 (the "Expiration Date"), unless sooner canceled terminated pursuant to the provisions of this Sublease or otherwise terminated as provided in the Lease. Sublessor warrants and represents that the term of the Lease extends beyond the Expiration Date. Promptly after execution and delivery of this Sublease. C. , Sublessor shall request the Consent to Sublease and the Consent to Sublessee's Initial Plans and Specifications (provided Sublessee has submitted Sublessee's Initial Plans and Specifications to Sublessor in full compliance with Section 9 hereof and Article 5 of the Lease upon the execution hereof). In the event that on or before April 15, 1997 Sublessor shall not have a one obtained the Consent to Sublease and the Consent to Sublessee's Initial Plans and Specifications, Sublessor shall extend the Commencement Date of this Sublease until such time as the two Consents have been obtained. In the event that on or before May 15, 1997 Sublessor shall not have obtained the Consent to Sublease and the Consent to Sublessee's Initial Plans and Specifications, both Sublessor and Sublessee shall have the right to cancel this Sublease effective as of May 31, 2011 by giving upon five (5) days written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewithother, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), thereupon this Sublease shall continue until cease and terminate as if the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, date of such cancellation was the Expiration Date as defined herein defined. Notwithstanding the foregoing, Sublessee shall for all purposes mean May 31, 2011. D. Subtenant shall not have a one time the right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being possession of the essence as Subleased Premises until Landlord has signed the Consent to Sublease and the giving of such notice, which notice shall state that Subtenant unconditionally elects Consent to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, Sublessee's Initial Plans and unless Specifications and Sublessor has delivered received the Sublessor Cancellation Notice, this Sublease shall continue until Security in the Expiration Date, unless otherwise terminated as provided in full amount required under Section 25 of this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements

Demise and Term. A. For and during the term established below, Sublessor leases to Subtenant the Demised Premises, consisting of 362,155 rentable square feet ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) Subject to access and in accordance with all of the Building common areas in common with the other tenants in the Building terms, covenants and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term conditions of this Sublease, are attached Sublandlord hereby subleases the Subleased Premises to Subtenant, and Subtenant subleases and accepts the Subleased Premises from Sublandlord, for a term (the “Sublease Term”) to commence on the fifth (5th) business day following the date that Prime Landlord delivers its “Consent” (as hereinafter defined) (the “Sublease Commencement Date”), and to expire on June 30, 2030 (the “Sublease Expiration Date”), both dates inclusive, unless the Sublease Term shall sooner end pursuant to any of the terms, covenants and conditions of this Sublease or installed the Prime Lease. Following the Sublease Commencement Date, the parties shall memorialize, in substantially the form of Exhibit C (the “Commencement Memorandum”), the actual Sublease Commencement Date and the Base Rent schedule with the relevant dates. Should Subtenant fail to execute and return the Commencement Memorandum to Sublandlord within fifteen (15) business days following Subtenant’s receipt thereof (or provide specific written objections thereto within that period), then Sublandlord’s determination of the Sublease Commencement Date as set forth in the Demised PremisesCommencement Memorandum shall be conclusive. (b) In the event that Sublandlord is unable to deliver possession of the Subleased Premises to Subtenant due to factors beyond Sublandlord’s reasonable control (including, all without ​ ​ limitation, Prime Landlord’s failure or refusal to deliver its Consent in a timely manner), Sublandlord shall not be subject to such restrictions, rules, regulations, security arrangements any liability therefor and charges (if any) as are provided for in the Over▇▇▇▇▇. B. The term (subject to extension as provided herein, the "Term") validity of this Sublease shall commence on May 19not be impaired, 2001 (but all Rent and other obligations of Subtenant attributable to the "Commencement Date") and expire on November 17Subleased Premises shall be abated until such time as possession thereof is delivered to Subtenant. Notwithstanding the foregoing, 2021 (if the "Expiration Date"), unless sooner canceled or otherwise terminated as provided in this Sublease. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") Subleased Premises are not delivered to Subtenant by no on or before the later than of the sixtieth (60th) day after the Effective Date and May 1, 20082025, time being then prior to the delivery of the essence as Subleased Premises to Subtenant, Subtenant shall have the giving of such notice, which notice shall state that Sublessor unconditionally elects right to cancel terminate this Sublease effective as by delivery of May 31written notice to Sublandlord, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined)which case, this Sublease shall continue until be of no further force or effect and Sublandlord shall promptly return the Expiration DateSecurity Deposit and any pre-paid Rent to Subtenant. (c) Pursuant to California Civil Code § 1938, unless otherwise terminated as provided Sublandlord hereby states that the Subleased Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in this SubleaseCalifornia Civil Code§ 55.52(a)(3)). In Pursuant to Section 1938 of the event Sublessor timely delivers California Civil Code, Sublandlord hereby provides the following notification to Subtenant: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a Sublessor Cancellation Notice in compliance herewithCASp inspection of the subject premises, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being CASp inspection of the essence as to subject premises for the giving occupancy or potential occupancy of such noticethe lessee or tenant, which notice if requested by the lessee or tenant. The parties shall state that Subtenant unconditionally elects to cancel this Sublease effective as mutually agree on the arrangements for the time and manner of May 31the CASp inspection, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewithpayment of the fee for the CASp inspection, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until cost of making any repairs necessary to correct violations of construction related accessibility standards within the Expiration Date, unless otherwise terminated as provided in this Sublease. In premises.” If Subtenant requests a CASp inspection of the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewithSubleased Premises, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) cost of the unamortized value (as CASp inspection and any repairs necessary to correct violations of May 31, 2011) of construction related accessibility standards within the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Subleased Premises following shall be borne by Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements.

Demise and Term. A. For a. Sublessor hereby subleases to Subtenant, and during the term established belowSubtenant hereby hires from Sublessor, Sublessor leases to Subtenant the Demised Premises, consisting of 362,155 approximately 12,118 rentable square feet of commercial office space constituting the entire thirty-fourth ("RSF of the Demised Premises"34th) of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants floor in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, building located at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (the “Building”), as shown on the cross-hatch of the floor plan on Exhibit “A” annexed hereto and made a part hereof (the “Subleased Premises”). The Subleased Premises is comprised of (i) the entire premises leased to Sublessor under a lease dated June 15, 2005 as amended by the Amendment of Lease dated September 7, 2005 and as further amended by the Second Amendment of Lease dated as of March 12, 2007 between ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, as landlord (the “Landlord”) and Sublessor, as tenant (the “Prime Lease”) and (ii) the premises subleased to the Sublessor by Avalon Partners, Inc. (“Avalon”) under the terms of a Sublease between Avalon and Sublessor dated February 12, 2007 (the “Avalon Sublease”). A redacted copy of the Prime Lease is annexed to this Sublease as Exhibit “B-1” and made a part hereof. A redacted copy of the Avalon Sublease is annexed to this Sublease as Exhibit “B-2” and made a part hereof. (The Prime Lease and the Avalon Sublease are sometimes hereafter referred to, collectively, as the “Overleases”). B. b. The term (subject to extension as provided herein, the "“Term"”) of this Sublease shall commence on May 19one day following the date that the last of the Landlord and Avalon give their respective Consent (hereinafter defined) to this Sublease in the manner required by this Sublease, 2001 the Prime Lease and the Avalon Sublease (the "“Commencement Date"”) and expire at 11:59 P.M. on November 17June 29, 2021 2015 (the "“Expiration Date"), ”) unless sooner canceled or otherwise terminated as provided in this Sublease. C. . Notwithstanding the foregoing, except as otherwise provided in subparagraph c. of this Paragraph “1”: a) Sublessor shall have a one time right not be subject to cancel this Sublease effective as of May 31, 2011 by giving written notice (any liability for its failure to deliver the "Sublessor Cancellation Notice") Subleased Premises to Subtenant by no later than May 1, 2008, time being any particular date; and b) the validity of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until not be impaired thereby nor the Expiration Date, unless otherwise terminated Date extended thereby. Except as provided in paragraph c of this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewithparagraph 1, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time expressly waives any right to cancel rescind this Sublease effective under Section 223-a of the New York Real Property Law or under any present or future statute of similar import then in force and further expressly waives the right to recover any damages that may result from Sublessor’s failure to deliver possession of the Subleased Premises on any particular date. Except as expressly provided to the contrary, Subtenant agrees that the provisions of May 31this subparagraph (b) are intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a. c. On or before December 1, 2011 by giving 2010, Sublessor will provide Subtenant with written notice of the date upon which Sublessor will grant possession of the Subleased Premises to Subtenant (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011“Possession Date”). In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels fails to provide the aforesaid notice on or before December 1, 2010, the Possession Date shall be deemed to be May 1, 2011 and Subtenant shall have all rights and remedies set forth in this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no subparagraph 1 c. If the Possession Date is later than June April 30, 2011, Subtenant may, upon ten (10) days’ written notice given within ten (10) days of Subtenant’s receipt of Sublessor’s notice of the Possession Date, cancel this Sublease. Upon such cancellation, all amounts paid by Subtenant to Sublessor will immediately be refunded to Subtenant and the parties shall have no further obligations to one another. In the event that Subtenant elects not to cancel this Sublease, or if the Possession Date is prior to April 302011 Sublessor will credit Subtenant in an amount (the "Sales Price") equal to twenty-five percent (25%) one thirtieth of the unamortized value first month’s rent for each day that possession of the Subleased Premises is delayed beyond the Possession Date for a period of fifteen days. For each day after the initial fifteen day period that Sublessor does not deliver possession of the Subleased Premises to Subtenant, Sublessor shall credit Subtenant in an amount equal to one fifteenth of the first month’s rent for each day that possession of the Subleased Premises is delayed beyond the Possession Date. The amount of such credit shall be paid to Subtenant (or credited against Rent due) within ten days of the date that possession of the Subleased Premises is granted to Subtenant, or within ten (10) days of the date Subtenant cancels this lease as herein provided. In addition to the foregoing, Subtenant shall have the right to terminate this Sublease on five days written notice to Sublessor if Subtenant is not given possession of the Subleased Premises within thirty days of the Possession Date.” d. Sublessor represents and warrants to Subtenant that: (i)the copy of each of the Prime Lease and the Avalon Sublease attached hereto as Exhibits “B-1” and “B-2”, respectively, is a true and accurate copy of the Prime Lease and Avalon Sublease, as the case may be, and has not been amended or modified except as expressly set forth in Exhibits B-1 and B-2 attached hereto; (ii) Sublessor is not now, and as of May 31the Commencement Date will not be, 2011) in default or breach of any of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation provisions of the Demised Prime Lease or the Avalon Sublease; (iii) Sublessor has no knowledge of any claim by Landlord or Avalon that Sublessor is in default or breach of any of the provisions of the Prime Lease or the Avalon Sublease; (iv) Sublessor has no knowledge of any default or breach by Landlord or Avalon of any of the provisions of the Prime Lease or the Avalon Sublease; and (v) no other agreements exist by and between Landlord or Avalon, Sublessor or any third party affecting the Subleased Premises on May 31except for those set forth in Exhibits “B-1” and “B-2” attached hereto. Following the execution and delivery hereof, 2011; providedupon becoming aware of any breaches of the Prime Lease and/or Avalon Sublease by any of the parties thereto, however, that solely for the purpose Sublessor shall notify Subtenant of calculating the Sales Price, Remaining Leasehold Improvementssame.

Demise and Term. A. For and during the term established below, Sublessor leases to Subtenant the Demised Premises, consisting of 362,155 rentable square feet ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) Subject to access and in accordance with all of the Building common areas in common with terms, covenants and conditions of this Sublease, Sublandlord hereby subleases the other tenants Subleased Premises to Subtenant, and Subtenant hires and accepts the Subleased Premises from Sublandlord, for a term (the “Sublease Term”) to commence on the later of (i) January 5, 2011, or (ii) the date of Prime Landlord’s written consent (“Consent”) to this Sublease (the “Sublease Commencement Date”), and to expire on September 30, 2011 (the “Sublease Expiration Date”), both dates inclusive, unless the Sublease Term shall sooner end pursuant to any of the terms, covenants and conditions of this Sublease or the Prime Lease. Sublandlord and Subtenant acknowledge and agree that notwithstanding the fact this Sublease demises the Subleased Premises for the remainder of the term of the Prime Lease, this Sublease shall be deemed to be a sublease and not an assignment of the Prime Lease, and in the Building and (b) event that under any applicable rule of law this Sublease would be deemed to use all fixturesbe an assignment of the Prime Lease by reason thereof, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term of this SubleaseSublease shall automatically be deemed to expire on the day immediately preceding the last day of the term of the Prime Lease so as to preserve the intention of the parties that this Sublease be construed as a sublease and not an assignment. (b) In the event that Sublandlord is unable to deliver possession of the Subleased Premises to Subtenant on the Sublease Commencement Date due to factors beyond Sublandlord’s reasonable control (including, are attached without limitation, Prime Landlord’s failure or refusal to or installed deliver its Consent in a timely manner), Sublandlord shall not be subject to any liability therefor and the validity of this Sublease shall not be impaired, but all Rent and other obligations of Subtenant attributable to the Subleased Premises shall be abated until such time as possession thereof is delivered to Subtenant. If Sublandlord has not delivered possession of the Subleased Premises in the Demised Premisescondition required by this Sublease to Subtenant by December 15, all subject 2010 for any reason other than Prime Landlord’s failure or refusal to such restrictionsdeliver the Consent or force majeure events, rules, regulations, security arrangements and charges Rent (if anyas defined in Paragraph 3(a) as are provided for in the Overbelow) shall ▇▇▇▇▇. B. The term (subject ▇ for each day after December 15, 2010 that Sublandlord has not delivered the Subleased Premises to extension as provided hereinSubtenant until the Subleased Premises is delivered in the required condition. If for any reason whatsoever Sublandlord has not delivered the Subleased Premises to Subtenant in the required condition by January 3, 2011, Subtenant shall have the "Term") of right, but not the obligation, to terminate this Sublease by written notice to Landlord given at any time prior to delivery of the Subleased Premises, in which event neither party shall commence on May 19, 2001 (the "Commencement Date") have any further rights or obligations hereunder and expire on November 17, 2021 (the "Expiration Date"), unless sooner canceled or otherwise terminated as provided Sublandlord promptly shall refund to Subtenant all sums paid by Subtenant to Sublandlord in connection with Subtenant’s execution of this Sublease. C. Sublessor shall have a one time right (c) Subject to cancel this Sublease effective as of May 31, 2011 by giving Sublandlord’s having received the Consent or Prime Landlord’s written notice (the "Sublessor Cancellation Notice") consent to Subtenant by no later than May 1, 2008, time being of the essence as Subtenant’s early entry pursuant to the giving provisions of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter definedParagraph 1(c), this Sublease shall continue Sublandlord will allow Subtenant access to the Subleased Premises from the Effective Date until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Commencement Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating installing Subtenant’s furniture, fixtures, voice and data communications systems, and any other equipment necessary for the Sales Priceconduct of Subtenant’s business, Remaining Leasehold Improvementsbut not for the operation of business, subject to all of the provisions of this Sublease except Subtenant will not be obligated to pay Rent during such period. The date upon which Sublandlord actually delivers the Subleased Premises to Subtenant for the early entry period described herein shall be the “Delivery Date”. (d) Notwithstanding anything to the contrary contained in this Sublease, if Subtenant and Prime Landlord execute and deliver the Direct Lease, Subtenant shall have the right to remain in the Subleased Premises upon the expiration of this Sublease, and Subtenant shall not be obligated to surrender the Subleased Premises to Sublandlord in the condition otherwise required by this Sublease and the Prime Lease.

Demise and Term. A. For and during the term established below, Sublessor Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, upon and subject to the Demised Premises, consisting of 362,155 rentable square feet ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building terms and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term conditions of this Sublease, are those certain premises comprising approximately 53,464 rentable square, as substantially shown (by diagonal lines or shading) on the floor plans attached to or installed hereto as Exhibit “A” (the “Subleased Premises”), in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges building (if anythe “Building”) known as are provided for in the Over2▇ ▇▇▇▇▇. B. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, being all of the premises that were leased to Sublandlord by ARE-20/22/1300 Firstfield Quince Orchard, LLC, a Delaware limited liability company (“Main Landlord”) under the Main Lease (as hereinafter defined), together with the Common Areas (as defined in the Main Lease), as modified from time to time by Main Landlord. The term (subject to extension as provided herein, the "“Sublease Term"”) of this Sublease shall commence on May 19January 1, 2001 2012 (the "“Commencement Date") ”), and shall expire at 11:59 p.m. on November 17March 31, 2021 2013 (the "“Expiration Date"”), unless sooner canceled or otherwise terminated as provided herein provided. If either party hereto shall so request, the parties hereto shall execute and deliver to each other an instrument confirming the Commencement Date, but the failure of either party to execute and deliver such an instrument shall not affect the occurrence of the Commencement Date. Notwithstanding that the Commencement Date may not have yet occurred, from and after the date hereof until the Commencement Date, upon reasonable prior notice to Sublandlord, Sublandlord shall permit Subtenant or any person or entity lawfully acting by or through Subtenant to access the Subleased Premises solely for (a) Subtenant’s architect, engineer and other consultants to measure and inspect the Subleased Premises and (b) Subtenant to inspect and review those certain assets, as more fully described in this Sublease. C. Sublessor Exhibit “B” attached hereto (“Purchased Assets”) that Subtenant is purchasing from Sublandlord pursuant to the Equipment Sale Agreement, dated as of the date hereof, between Sublandlord and Subtenant (“Sale Agreement”). Such access and use shall have a one time right be subject to cancel all the provisions of this Sublease effective as of May 31, 2011 by giving written notice (if the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless Commencement Date had otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011commenced or occurred; provided, however, that Subtenant shall not be obligated to pay Rent with respect to any period prior to the actual Commencement Date. If Subtenant or such person or entity should enjoy such early access of the Subleased Premises, the Sublease shall be deemed to have so commenced solely for the purpose of calculating causing Subtenant’s covenants, obligations, indemnities, and other agreements under this Sublease during the Sales PriceSublease Term to be effective and binding upon Subtenant during such early access (such as, Remaining Leasehold Improvementsbut not limited to, Subtenant being obligated to obtain all insurance required of it under this Sublease). Said early access and use shall not advance the Commencement Date or advance or extend the Expiration Date. If Sublandlord does not deliver the Subleased Premises to Subtenant within 15 days of the Commencement Date due solely to the actions of Sublandlord, then the first period of rent abatement described in Section 2 below shall be extended by one day for every day that the Subleased Premises have not been delivered after the Commencement Date, and Subtenant shall have no obligation to pay any Additional Rent until the Subleased Premises have been delivered by Sublandlord.

Demise and Term. A. For Landlord leases the Premises to Tenant and during Tenant leases the term established below, Sublessor leases Premises described in Section 1.3 above from Landlord subject to Subtenant the Demised Premises, consisting provisions of 362,155 rentable square feet ("RSF of the Demised Premises") of space at the Buildingthis Lease. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term Term of this Sublease, are attached to Lease shall commence on the Commencement Date set forth in Section 1.6 and shall end on the Termination Date set forth in Section 1.7 unless adjusted or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇▇▇▇. B. The term (subject to extension sooner terminated as provided herein. Landlord shall, subject to force majeure events (as more particularly set forth in Section 38) and Tenant Delays (as defined in Exhibit C), complete the various phases of Landlord’s Work under Exhibit C hereto on or before the date set forth for substantial completion of same in Schedule C-1 (as applicable, and subject to force majeure events and Tenant Delays as aforesaid, the "Term") “Scheduled Completion Date”). Provided this Lease is signed by Tenant on or before August 9, 2018, then, to the extent Landlord fails to substantially complete any portion of this Sublease shall commence on May 19Landlord’s Work with a Scheduled Completion Date of December 15, 2001 2018 (the "“Phase One Work”) by January 15, 2019, all Base Rent and other amounts otherwise owed hereunder shall be abated on a day-for-day basis until such portion of Landlord’s Work is substantially complete. In addition, in the event Landlord has not substantially completed all of the Phase One Work on or before June 15, 2019, Tenant may elect to terminate this Lease by written notice to Landlord on or before June 20, 2019. Further, in the event Landlord has not substantially completed all of Landlord’s Work on or before December 15, 2019, Tenant may elect to terminate this Lease by written notice to Landlord on or before December 20, 2019. Each party agrees, at the request of the other, to execute and deliver an instrument in substantially the form attached hereto as Exhibit D confirming the actual Commencement Date"Date and the Termination Date when determined. Subject to applicable laws, statutes, ordinances and governmental rules, regulations or requirements, Tenant shall have access to, and the right to operate from, the Premises twenty-four (24) and expire on November 17hours per day, 2021 seven (7) days per week, three hundred sixty-five (365) days per year. Landlord shall work with Tenant to provide Tenant early access to the "Expiration Date"Premises commencing December 15, 2018 for the installation of the Tenant Finishing Work (as defined in Exhibit C), unless sooner canceled furniture, fixtures and equipment on the following conditions: (i) Tenant and Tenant’s contractors and employees shall not unreasonably interfere with Landlord’s contractors, (ii) Tenant shall provide evidence of insurance reasonably acceptable to Landlord covering personal injury, property damage and other liabilities related to the activities of Tenant and its employees and contractors on the Premises, and Tenant shall be responsible for the costs of any additional security associated with such early access, but shall not be responsible for any utilities or otherwise terminated as provided in this Sublease. C. Sublessor Operating Expense, (iii) Tenant shall have a one time right to cancel this Sublease effective as of May 31indemnify Landlord and hold it harmless from and against any and all losses, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1costs, 2008, time being damages and liabilities arising out of the essence as activities of Tenant and its employees and contractors on the Premises, and (iv) all such work shall be performed by contractors that will work in harmony with Landlord’s contractors (union or otherwise) and, if applicable, Tenant shall be responsible for the cost of a secondary access for any nonunion laborers to the giving of extent such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant secondary access has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as not already been provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011by Landlord’s contractor. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements

Demise and Term. A. For (a) Landlord leases the Premises to Tenant and during Tenant leases the term established Premises from Landlord, together with the nonexclusive use of the Common Areas as set forth in Section 9 below, Sublessor leases subject to Subtenant the Demised provisions of this Lease; provided, that any space in the Premises used for shafts, pipes, conduits, ducts, electrical or other utilities or Building facilities, as well as reasonable access thereto through the Premises upon reasonable prior written notice (except in cases of emergencies when no such prior notice shall be required) for the purposes of installation, operation, maintenance, inspection, repair and replacement are reserved to Landlord and are excluded from the Premises. The Term of this Lease shall commence on the Commencement Date set forth in Section 1.5 and shall end on the Termination Date set forth in Section 1.6 unless sooner terminated or extended as provided herein. As used herein, consisting "Lease Year" means a period of 362,155 twelve (12) full and consecutive calendar months. The initial Lease Year shall begin on the Commencement Date and end on the last day of the month preceding the first anniversary of the Commencement Date; provided, however, if the Commencement Date does not occur on the first day of a calendar month, then the initial Lease Year shall begin on the Commencement Date and end on the last day of the month which contains the first anniversary thereof. Each succeeding Lease Year shall begin upon the termination of the preceding Lease Year. -2- (b) This Lease and all of Landlord's and Tenant's obligations hereunder are contingent upon Landlord acquiring title to the Building from Tenant pursuant to the terms and provisions of a Commercial Offer to Purchase between Tenant, as Seller, as Landlord, as Buyer dated September 21, 2001 (as the same may be amended from time to time, the "Purchase Agreement"). If Landlord has not acquired title to the Building by December 31, 2001, or such later date as is mutually agreed to by the parties under the Purchase Agreement, then this Lease shall automatically terminate and be of no further force or effect and neither party shall have any rights or liabilities hereunder. Nothing contained in this Lease shall in any way limit or abrogate the covenants, obligations, warranties and representations of Tenant as Seller, or Landlord as Buyer, under the Purchase Agreement. (c) Notwithstanding anything to the contrary contained herein, the parties acknowledge that on the Commencement Date, Tenant will occupy the entire third floor of the Building comprising approximately 46,600 rentable square feet ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇▇▇▇. B. The term (subject to extension as provided herein, the "Term") of this Sublease shall commence on May 19, 2001 floor area (the "Commencement DateThird Floor Space") and expire approximately 21,800 rentable square feet of floor area on November 17the second floor of the Building ("Second Floor Space A"). Upon substantial completion of Landlord's work of renovation of the remaining 24,390 rentable square feet of floor area on the second floor of the Building ("Second Floor Space B") in accordance with Section 5 below, 2021 Tenant agrees to relocate its business operations from the Third Floor Space to Second Floor Space B. Landlord shall notify Tenant in writing ("Landlord's Relocation Notice") at least seven (7) days before the anticipated date of substantial completion of the Second Floor Space B, and no later than the date (the "Expiration Relocation Effective Date"), unless sooner canceled or otherwise terminated as provided in this Sublease. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as essence, which is three (3) business days after the date of such substantial completion, Tenant shall relocate Tenant's furniture, furnishings, trade fixtures and personal property (including, without limitation, Tenant's telephone and computer equipment) to the giving Second Floor Space B, the cost of such noticerelocation shall be included in the Tenant Improvements (as defined in Exhibit C) set forth on Exhibit C, which notice shall state that Sublessor unconditionally elects and surrender possession of the Third Floor Space to cancel Landlord broom clean and in the condition specified in this Sublease effective as of May 31Lease, 2011. In the event Sublessor provided, however, if Landlord has delivered Landlord's Relocation Notice and Tenant fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered relocate on or before the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Relocation Effective Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as essence, Landlord shall have the right to move all of Tenant's furniture, furnishings, trade fixtures and personal property from the Third Floor Space to the giving Second Floor Space B, and Tenant shall pay Landlord the cost thereof within ten (10) business days after receipt of a ▇▇▇▇ therefor. The parties anticipate that the Relocation Effective Date shall be on or around March 1, 2002. From and after the Relocation Effective Date, the Third Floor Space shall no longer be included as a portion of the Premises demised pursuant to this Lease, provided, however, Tenant shall remain liable for the performance of all of the terms and provisions of this Lease relating to the Third Floor Space which are due and owing or accrued up to and including the Relocation Effective Date. Upon the request of either Landlord or Tenant, the parties shall execute a supplemental memorandum setting forth the Relocation Effective Date. As used herein "substantial completion" of Landlord's work with respect to the Second Floor Space B shall mean the date of issuance of a certificate of occupancy permitting Tenant to occupy such noticespace. Notwithstanding anything to the contrary contained herein, which notice shall state in the event that Subtenant unconditionally elects pursuant to cancel this Sublease effective as Paragraph 1 of May Exhibit C, Tenant has not submitted to Landlord construction drawings for the Tenant Improvements to the Second Floor Space B by January 31, 20112002, time being of the essence, then Tenant shall vacate the Third Floor Space and surrender possession thereof the Landlord broom clean and in the condition specified in this Lease by 5:00 p.m. on February 15, 2002, time being of the essence, and thereafter the Third Floor Space shall no longer be included as a portion of the Premises demised pursuant to this Lease and the Monthly Base Rent payable by Tenant shall be as set forth in Section 1.7 above. Upon Tenant's vacating of the Third Floor Space, Tenant may occupy Second Floor Space B in its current condition provided that such occupancy is permitted under applicable Governmental Requirements and Insurance Requirements (as defined in Section 7 below). In the event Subtenant that Tenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewithvacate the Third Floor Space on or before February 15, 2002, time being of the essence, then Landlord shall have the right to move all of Tenant's furniture, furnishings, trade fixtures and personal property from the Third Floor Space to the Second Floor Space B, and unless Sublessor has delivered Tenant shall pay Landlord the Sublessor Cancellation Notice, this Sublease shall continue until cost thereof within ten (10) business days after receipt of a ▇▇▇▇ therefor. -3- (d) The rentable floor area of the Expiration Premises and the Building have been determined by Landlord in accordance with BOMA standards. Prior to the Commencement Date, unless otherwise terminated as provided Tenant shall have the right to verify the rentable floor area of the Premises using the same standards. If Tenant fails to advise Landlord in writing of its determination prior to such date, time being of the essence, the floor areas set forth in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein Lease shall for all purposes mean May 31, 2011be deemed correct. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements

Demise and Term. A. For and during the term established below, Sublessor leases to Subtenant the Demised Premises, consisting of 362,155 rentable square feet ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) Subject to access the Building common areas in common with the other tenants in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term terms of this Sublease, are attached --------------- Sublessor hereby leases to or installed Subtenant, and Subtenant hereby hires from Sublessor, those certain premises (herein called the "Subleased Premises") consisting of the entire twenty-eighth (28th) floor of the Building, as more particularly identified on Exhibit A annexed hereto and made a part hereof, containing those items of office furniture presently located in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements Subleased Premises which are identified on Exhibit C annexed hereto and charges made a part hereof (if any) as are provided for in the Over▇▇▇▇▇. B. "Furniture"). The term (subject to extension as provided herein, the "Term") of this Sublease shall commence be the period commencing on May 19February 15, 2001 1996 (the "Commencement Date") and expire expiring at midnight on November 17September 13, 2021 1999 (the "Expiration Date"), unless sooner canceled or otherwise terminated as provided in this Sublease. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011herein provided. In the event that Subtenant shall occupy any portion of the Subleased Premises prior to the Commencement Date, Subtenant agrees to be bound by all of the terms and conditions of this Sublease with respect to such use and occupancy. Sublessor fails to timely and Subtenant shall, upon the request of either such party, promptly execute and deliver a Sublessor Cancellation Notice statement setting forth the Commencement Date. (b) Subtenant expressly waives any right to rescind this Sublease under Section 223-a of the New York Real Property Law ("Section 223-a") or any other present or future law of similar import then in compliance herewitheffect with respect to all or any portion of the Subleased Premises, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time further expressly waives any right to cancel this Sublease effective as recover any damages which may result from Sublessor's failure or inability to deliver possession of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being all or any portion of the essence as Subleased Premises on the Commencement Date. Subtenant agrees that the provisions of this Section are intended to constitute "an express provision to the giving contrary" within the meaning of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twentySection 223-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvementsa.

Demise and Term. A. For (A) Sublessor hereby leases to Sublessee and during Sublessee hereby takes and hires from Sublessor the Subleased Premises for the term established belowand upon the terms and conditions set forth herein, Sublessor leases subject to Subtenant the Demised Premisesprovisions of Section 41 of the Lease, consisting and contingent upon the written consent of 362,155 rentable square feet the Landlord to this Sublease pursuant to Section 41 of the Lease including the Landlord's consent to the use of the Subleased Premises set forth in paragraph 7 hereof ("RSF of the Demised PremisesCONSENT TO SUBLEASE") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇▇▇▇). B. (B) The term (subject to extension as provided herein, the "TermTERM") of this Sublease shall commence on August 15, 1998 ("COMMENCEMENT DATE"), except as otherwise provided herein, and end on May 1930, 2001 (the "Commencement Date") and expire on November 17, 2021 (the "Expiration DateEXPIRATION DATE"), unless sooner canceled terminated pursuant to the provisions of this Sublease or otherwise terminated as provided in the Lease. Sublessor warrants and represents that the term of the Lease extends beyond the Expiration Date. Promptly after execution and delivery of this Sublease. C. , Sublessor shall request the Consent to Sublease. In the event that on or before August 10, 1998, Sublessor shall not have a one time obtained the Consent to Sublease, both Sublessor and Sublessee shall have the right to cancel this Sublease effective as of May 31, 2011 by giving upon two (2) days written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewithother, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), thereupon this Sublease shall continue until cease and terminate as if the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, date of such cancellation was the Expiration Date as defined herein defined. Notwithstanding the foregoing, Sublessee shall for all purposes mean May 31, 2011. D. Subtenant shall not have a one time the right to cancel possession of the Subleased Premises until (i) Landlord has signed the Consent to Sublease, (ii) Sublessor has received the Security in the full amount required under Section 25 of this Sublease effective as of May 31, 2011 by giving written notice and (the "Subtenant Cancellation Notice"iii) to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered received the Sublessor Cancellation Noticesum of, this Sublease shall continue until $3,250.00 representing the Expiration Date, unless otherwise terminated as provided in first one and one half installments of monthly Fixed Rent payable pursuant to paragraph 3(A) of this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements

Demise and Term. A. For and during the term established below, Sublessor leases to Subtenant the Demised Premises, consisting of 362,155 rentable square feet ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) Subject to access and in accordance with all of the Building common areas terms, covenants and conditions of this Sublease, Sublandlord hereby subleases the Subleased Premises to Subtenant, and Subtenant hires and accepts the Subleased Premises from Sublandlord, for a term (the “Sublease Term”) to commence on January 1, 2012 (the “Sublease Commencement Date”), and to expire on December 31, 2012 (the “Sublease Expiration Date”) unless early terminated in common with accordance herewith, both dates inclusive, unless the other tenants Sublease Term shall sooner end pursuant to any of the terms, covenants and conditions of this Sublease or the Prime Lease. Sublandlord and Subtenant acknowledge and agree that notwithstanding the fact this Sublease demises the Subleased Premises for up to the remainder of the term of the Prime Lease, this Sublease shall be deemed to be a sublease and not an assignment of the Prime Lease, and in the Building and (b) event that under any applicable rule of law this Sublease would be deemed to use all fixturesbe an assignment of the Prime Lease by reason thereof, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term of this SubleaseSublease shall automatically be deemed to expire on the day immediately preceding the last day of the term of the Prime Lease so as to preserve the intention of the parties that this Sublease be construed as a sublease and not an assignment. (b) In the event that Sublandlord is unable to deliver possession of the Subleased Premises to Subtenant on the Sublease Commencement Date due to factors beyond Sublandlord’s reasonable control, are attached to or installed in the Demised Premises, all Sublandlord shall not be subject to such restrictions, rules, regulations, security arrangements any liability there for and charges (if any) as are provided for in the Over▇▇▇▇▇. B. The term (subject to extension as provided herein, the "Term") validity of this Sublease shall commence on May 19not be, 2001 (impaired, but all Rent and other obligations of Subtenant attributable to the "Commencement Date") and expire on November 17, 2021 (the "Expiration Date"), unless sooner canceled or otherwise terminated Subleased Premises shall be abated until such time as provided in this Subleasepossession thereof is delivered to Subtenant. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (c) The date upon which Sublandlord actually delivers the "Sublessor Cancellation Notice") Subleased Premises to Subtenant by no later than May 1, 2008, time being of for the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined early entry period described herein shall for all purposes mean May 31, 2011be the “Delivery Date”. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements

Demise and Term. A. For Landlord hereby leases and during demises to Tenant and --------------- Tenant hereby leases from Landlord, subject to and with the term established belowbenefit of the terms, Sublessor leases to Subtenant covenants, conditions and provisions of the Demised PremisesLease, as the same is affected by the provisions of this Lease Amendment, certain premises located on the first floor of the Building, consisting of 362,155 rentable approximately 8678 square feet ("RSF of feet, and shown on the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term of this Sublease, are plan attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇▇▇▇. B. The term (subject to extension as provided herein, the "Term") of this Sublease shall commence on May 19, 2001 Exhibit A (the "Commencement DateAdditional Premises"). With respect to the Additional Premises, the term will commence and the increased rent provisions described below will take effect 5 days after notice from Landlord to Tenant that Landlord's Work (as defined below) and expire on November 17, 2021 the Additional Premises is substantially complete (the "Expiration Additional Premises Commencement Date"), and shall continue for the Term (as defined in the Lease), unless sooner canceled or otherwise terminated as provided in this Sublease. C. Sublessor shall have a one time right pursuant to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being provisions of the essence Lease. The term "substantially completed" as used herein shall mean that the work to be performed by Landlord pursuant to Section 2 of this Lease Amendment has been completed with the exception of: (a) minor items which can be fully completed without material interference with the use of the Premises by Tenant for the Permitted Uses, (b) other items which because of the season or weather or the nature of the item are not practicable to do at the time and (c) items which are incomplete because of Tenant Delays, which shall mean (i) the Tenant's failure to timely submit or approve plans hereunder or (ii) the Landlord's inability to timely obtain or install materials, fixtures or equipment requested by the Tenant which are not included in the work to be performed by Landlord pursuant to Exhibit B, (iii) change orders submitted by Tenant for further alterations or additions, or (iv) the failure by Tenant to pay to Landlord upon the execution of this Lease Amendment, the amount, if any, required to be paid for Tenant Improvements as set forth in Section 2 below. When the dates of the beginning and end of the Term of the Additional Premises have been determined such dates shall be evidenced by a document in form for recording executed by Landlord and Tenant and delivered each to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011other. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements

Demise and Term. A. For and during the term established below, Sublessor leases to Subtenant the Demised Premises, consisting of 362,155 rentable square feet ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) Subject to access and in accordance with all of the Building common areas in common with the other tenants in the Building terms, covenants and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term conditions of this Sublease, are attached Sublandlord hereby subleases the Subleased Premises to Subtenant, and Subtenant subleases and accepts the Subleased Premises from Sublandlord, for a term (the “Sublease Term”) to commence on the fifth (5th) business day following the date that Prime Landlord delivers its “Consent” (as hereinafter defined) (the “Sublease Commencement Date”), and to expire on June 30, 2030 (the “Sublease Expiration Date”), both dates inclusive, unless the Sublease Term shall sooner end pursuant to any of the terms, covenants and conditions of this Sublease or installed the Prime Lease. Following the Sublease Commencement Date, the parties shall memorialize, in substantially the form of Exhibit C (the “Commencement Memorandum”), the actual Sublease Commencement Date and the Base Rent schedule with the relevant dates. Should Subtenant fail to execute and return the Commencement Memorandum to Sublandlord within fifteen (15) business days following Subtenant’s receipt thereof (or provide specific written objections thereto within that period), then Sublandlord’s determination of the Sublease Commencement Date as set forth in the Demised PremisesCommencement Memorandum shall be conclusive. (b) In the event that Sublandlord is unable to deliver possession of the Subleased Premises to Subtenant due to factors beyond Sublandlord’s reasonable control (including, all without limitation, Prime Landlord’s failure or refusal to deliver its Consent in a timely manner), Sublandlord shall not be subject to such restrictions, rules, regulations, security arrangements any liability therefor and charges (if any) as are provided for in the Over▇▇▇▇▇. B. The term (subject to extension as provided herein, the "Term") validity of this Sublease shall commence on May 19not be impaired, 2001 (but all Rent and other obligations of Subtenant attributable to the "Commencement Date") and expire on November 17Subleased Premises shall be abated until such time as possession thereof is delivered to Subtenant. Notwithstanding the foregoing, 2021 (if the "Expiration Date"), unless sooner canceled or otherwise terminated as provided in this Sublease. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") Subleased Premises are not delivered to Subtenant by no on or before the later than of the sixtieth (60th) day after the Effective Date and May 1, 20082025, time being then prior to the delivery of the essence as Subleased Premises to Subtenant, Subtenant shall have the giving of such notice, which notice shall state that Sublessor unconditionally elects right to cancel terminate this Sublease effective as by delivery of May 31written notice to Sublandlord, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined)which case, this Sublease shall continue until be of no further force or effect and Sublandlord shall promptly return the Expiration DateSecurity Deposit and any pre-paid Rent to Subtenant. (c) Pursuant to California Civil Code § 1938, unless otherwise terminated as provided Sublandlord hereby states that the Subleased Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in this SubleaseCalifornia Civil Code§ 55.52(a)(3)). In Pursuant to Section 1938 of the event Sublessor timely delivers California Civil Code, Sublandlord hereby provides the following notification to Subtenant: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a Sublessor Cancellation Notice in compliance herewithCASp inspection of the subject premises, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being CASp inspection of the essence as to subject premises for the giving occupancy or potential occupancy of such noticethe lessee or tenant, which notice if requested by the lessee or tenant. The parties shall state that Subtenant unconditionally elects to cancel this Sublease effective as mutually agree on the arrangements for the time and manner of May 31the CASp inspection, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewithpayment of the fee for the CASp inspection, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until cost of making any repairs necessary to correct violations of construction related accessibility standards within the Expiration Date, unless otherwise terminated as provided in this Sublease. In premises.” If Subtenant requests a CASp inspection of the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewithSubleased Premises, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) cost of the unamortized value (as CASp inspection and any repairs necessary to correct violations of May 31, 2011) of construction related accessibility standards within the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Subleased Premises following shall be borne by Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements.

Demise and Term. A. For a. Sublessor hereby subleases to Subtenant, and during the term established belowSubtenant hereby hires from Sublessor, Sublessor leases to Subtenant the Demised Premises, consisting of 362,155 approximately 4,321 rentable square feet ("RSF of commercial office space constituting a portion of the Demised Premises"thirty-fourth (34th) of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants floor in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, building located at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (the “Building”), as shown on the cross-hatch of the floor plan on Exhibit “A” annexed hereto and made a part hereof (the “Subleased Premises”). The Subleased Premises is the entire premises (the “Premises”) that has been leased to Sublessor under a lease dated October 1, 2001 between ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, as landlord (the “Landlord”) and Sublessor, as tenant (the “Prime Lease”). A redacted copy of the Prime Lease is annexed to this Sublease as Exhibit “B” and made a part hereof. B. b. The term (subject to extension as provided herein, the "“Term"”) of this Sublease shall commence on May 19, 2001 ten (10) days following the date that Landlord may give its Consent (hereinafter defined) to this Sublease in the manner required by this Sublease and the Prime Lease (the "“Commencement Date"”) and expire at 11:59 P.M. on November 17October 30, 2021 2011 (the "“Expiration Date"), ”) unless sooner canceled or otherwise terminated as provided in this Sublease. C. . Notwithstanding the foregoing, Sublessor shall have a one time right not be subject to cancel this Sublease effective as of May 31, 2011 by giving written notice (any liability for its failure to deliver the "Sublessor Cancellation Notice") Subleased Premises to Subtenant by no later than May 1, 2008, time being any particular date and the validity of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, not be impaired thereby nor the Expiration Date as defined herein shall for all purposes mean May 31, 2011extended thereby. D. c. Sublessor represents and warrants to Subtenant shall have that (i) the copy of the Prime Lease attached hereto as Exhibit “B” is a one time right to cancel this Sublease effective true and accurate copy of the Prime Lease and the Prime Lease has not been amended or modified except as expressly set forth in Exhibit B attached hereto, (ii) Sublessor is not now, and as of May 31the Commencement Date will not be, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being in default or breach of any of the essence as to provisions of the giving Prime Lease, (iii) Sublessor has no knowledge of such noticeany claim by Landlord that Sublessor is in default or breach of any of the provisions of the Prime Lease, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as (iv) Sublessor has no knowledge of May 31, 2011. In any default or breach by Landlord of any of the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewithprovisions of the Prime Lease, and unless (v) no other agreements exist by and between Landlord and Sublessor has delivered affecting the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided Subleased Premises except for those set forth in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011Exhibit “B” attached hereto. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements

Demise and Term. A. For and during the term established below, Sublessor leases to Subtenant the Demised Premises, consisting of 362,155 rentable square feet ("RSF in consideration of the Demised Premises") covenants and conditions on the part of space at each party herein reserved and contained, Landlord does hereby demise and lease to Tenant, and Tenant does hereby take and hire from Landlord, upon and subject to the Building. The leasing of terms, covenants and conditions herein set forth, the Demised Premises by Subtenant shall include (but without hereby waiving or surrendering the right rights of Subtenant (a) Landlord as a municipality to access the Building common areas in common with the other tenants enforce its laws, regulations and ordinances in the Building same manner as the same are enforced with respect to other property within the City of Hartford, which are hereinafter referred to as its "Municipal Powers") TO HAVE AND HOLD (as a leasehold interest and not as a grant of a fee ownership) for a term commencing on the date hereof and ending at midnight on the day preceding the fortieth (b40th) anniversary of the Commencement Date (the "Original Term"). Tenant shall have two (2) successive options to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during extend the term of this SubleaseLease for a period of ten years (each of such periods being hereinafter called and "Extension Period") commencing upon the day after the expiration date of the then existing Term; so long as and only if Tenant is not in default of any of its obligations under this Lease upon such expiration date. If Tenant elects to exercise either of said options, are attached it shall do so by giving notice of such election to Landlord during the Original Term, or installed in first Extension Period, as applicable, no later than the Demised Premisesdate which is three hundred sixty-five (365) days prior to the commencement of the Extension Period for which such election is exercised. If Tenant exercises said extension option the term hereof shall be automatically extended for the Extension Period covered thereby without the necessity for execution of any further lease, all subject to such restrictions, rules, regulations, security arrangements instrument or agreement. Such Extension Period shall be upon the same terms and charges (if any) conditions including Rent and PILOT as are provided for in effect hereunder immediately preceding the Over▇▇▇▇▇. B. The term (subject to extension commencement of such Extension Period except as provided herein, the "Term") of this Sublease shall commence on May 19, 2001 (the "Commencement Date") and expire on November 17, 2021 (the "Expiration Date"), unless sooner canceled or otherwise terminated as provided in this SubleaseLease Agreement. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements

Demise and Term. A. For and during the term established below, Sublessor hereby leases to Subtenant, and Subtenant the Demised Premiseshereby hires from Sublessor, consisting of 362,155 rentable square feet ("RSF that certain portion of the Demised Premises") of space at the Building. The leasing second floor of the Demised Premises by Subtenant shall include (herein called the right of Subtenant (a“Subleased Premises”) to access the Building common areas in common with the other tenants as more particularly identified on Exhibit A annexed hereto and forming a part hereof) in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, building located at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over2▇▇ ▇▇▇▇▇. B. ▇ ▇▇▇▇▇▇, Purchase, New York (“Building”). The term of this Sublease shall be for a period of two (subject 2) Lease Years (as such term is hereinafter defined), such term commencing on the date that the Sublessor (or its counsel) advises Subtenant (or its counsel) in writing that the Landlord under the Main Lease has consented to extension this Sublease (herein called the “Commencement Date”), and ending and expiring (the “Expiration Date”) at 11:59 P.M. on the last day of the second Lease Year, unless sooner terminated as provided hereinherein provided. Subtenant unconditionally acknowledges and agrees that it shall have no option or right to extend or renew the term of the Sublease beyond the Expiration Date of the Sublease, and on such date, or such sooner date if the "Term"Sublease shall be sooner terminated in accordance with its terms or at law, Subtenant shall at its sole cost and expense vacate the Subleased Premises and deliver unencumbered, vacant and broom-clean possession of the Subleased Premises to Sublessor, ordinary wear and tear excepted, and shall at its sole cost and expense on or prior to such date remove therefrom any and all of its personal property, trade fixtures and furnishings (other than the Furniture (as defined in Article 35 hereof)) located therein. Possession of the Subleased Premises shall be delivered in broom clean condition by Sublessor to Subtenant on the Commencement Date. The first “Lease Year” of this Sublease shall commence on May 19the Commencement Date of this Sublease and shall end with the expiration of the next succeeding twelve (12) months, 2001 plus the number of days, if any, required to have the period end at the expiration of the calendar month, and the second “Lease Year” shall run concurrently with the next succeeding period of twelve (12) calendar months. Subtenant shall, at Sublessor’s option, within fifteen (15) days of written request made by Sublessor to Subtenant, execute the certificate (the "“Commencement Date"Date Certificate”) annexed hereto as Exhibit B certifying the Commencement Date and expire on November 17Expiration Date of this Sublease, 2021 (and such dates shall be deemed conclusive for purposes of this Article and this Sublease. The failure by Subtenant to so execute the "Expiration Date"), unless sooner canceled or otherwise terminated as provided Commencement Date Certificate in good faith by the date so specified above shall constitute a default by Subtenant under this Sublease. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements

Demise and Term. A. For (A) Sublessor hereby leases to Sublessee and during --------------- Sublessee hereby takes and hires from Sublessor the Subleased Premises for the term established belowand upon the terms and conditions set forth herein, Sublessor leases subject to Subtenant the Demised Premisesprovisions of Section 41 of the Lease, consisting and contingent upon the written consent of 362,155 rentable square feet the Landlord to this Sublease pursuant to Section 41 of the Lease including the Landlord's consent to the use of the Subleased Premises set forth in paragraph 7 hereof ("RSF of the Demised PremisesCONSENT TO SUBLEASE") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇▇▇▇). B. (B) The term (subject to extension as provided herein, the "TermTERM") of this Sublease shall commence on August 15, 1998 ("COMMENCEMENT DATE"), except as otherwise provided herein, and end on May 1930, 2001 (the "Commencement Date") and expire on November 17, 2021 (the "Expiration DateEXPIRATION DATE"), unless sooner canceled terminated pursuant to the provisions of this Sublease or otherwise terminated as provided in the Lease. Sublessor warrants and represents that the term of the Lease extends beyond the Expiration Date. Promptly after execution and delivery of this Sublease. C. , Sublessor shall request the Consent to Sublease. In the event that on or before August 10, 1998, Sublessor shall not have a one time obtained the Consent to Sublease, both Sublessor and Sublessee shall have the right to cancel this Sublease effective as of May 31, 2011 by giving upon two (2) days written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewithother, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), thereupon this Sublease shall continue until cease and terminate as if the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, date of such cancellation was the Expiration Date as defined herein defined. Notwithstanding the foregoing, Sublessee shall for all purposes mean May 31, 2011. D. Subtenant shall not have a one time the right to cancel possession of the Subleased Premises until (i) Landlord has signed the Consent to Sublease, (ii) Sublessor has received the Security in the full amount required under Section 25 of this Sublease effective as of May 31, 2011 by giving written notice and (the "Subtenant Cancellation Notice"iii) to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered received the Sublessor Cancellation Noticesum of, this Sublease shall continue until $3,250.00 representing the Expiration Date, unless otherwise terminated as provided in first one and one half installments of monthly Fixed Rent payable pursuant to paragraph 3(A) of this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements

Demise and Term. A. For and during the term established below, Sublessor 1.01 Landlord hereby leases to Subtenant Tenant, and Tenant hereby hires from Landlord, upon and subject to the Demised Premisesterms, consisting covenants, provisions and conditions of 362,155 rentable square feet this Lease, the following ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant “Leased Property”): (a) to access the Building common areas in common with portion of the other tenants in first floor of the Building Facility shown hatched on the floor plan annexed hereto as Exhibit B and made a part hereof (the “Premises”); and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇▇▇▇. B. The term (subject to extension as provided herein, the "Term") of this Sublease shall commence on May 19, 2001 (the "Commencement Date") and expire on November 17, 2021 (the "Expiration Date"), unless sooner canceled or otherwise terminated as provided in this Sublease. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice FF&E (as hereinafter defined), this Sublease shall continue until . Tenant acknowledges that the Expiration Date, unless otherwise terminated floor plan annexed hereto as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that Exhibit B is solely for the purpose of calculating identifying the Sales PricePremises and nothing set forth in this Lease shall be construed to be a representation or covenant as to the dimensions and/or square foot area of the Premises. Tenant acknowledges that the floor plan annexed hereto as Exhibit A is solely for the purpose of identifying the Facility and nothing set forth in this Lease shall be construed to be a representation or covenant as to the dimensions and/or square foot area of the Facility. 1.02 The term of this Lease (the “Term”) shall commence on the date hereof (the “Commencement Date”), Remaining Leasehold Improvementsand shall end on the earliest to occur of the following (the “Expiration Date”): (i) the date of any expiration or termination of the Purchase Agreement, (ii) December 29, 2005 (provided that if, and only if, the Scheduled Closing Date (as defined in the Purchase Agreement) is duly extended pursuant to Section 9.1 of the Purchase Agreement, then the date “December 29, 2005” set forth in this clause shall be deemed to be the earlier of (x) the adjourned Closing Date (as defined in the Purchase Agreement) pursuant to the Purchase Agreement and (y) March 28, 2006, or (iii) the date such Term shall sooner cease and terminate as herein provided. For all purposes of this Lease, the term “Business Day” shall mean any Monday through Friday that is not a New Jersey State or Federal holiday for which financial institutions or post offices are generally closed in the State of New Jersey. The foregoing notwithstanding, only if the Closing (as defined in the Purchase Agreement) shall actually occur on the Scheduled Closing Date (as defined in the Purchase Agreement, and as same may be adjourned pursuant to the Purchase Agreement), and if Buyer shall request a reasonable period prior to the Scheduled Closing Date, then immediately prior to the Closing (but subject to the Closing actually occurring) the Term shall be extended to the date two (2) days after Closing, but such extension shall be without liability or obligation on the part of Landlord (and this exculpation of Landlord shall survive the Closing and the extension of the term).

Demise and Term. A. For and during the term established below, Sublessor leases to Subtenant the Demised Premises, consisting of 362,155 rentable square feet ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) Subject to access and in accordance with all of the Building common areas in common with terms, covenants and conditions of this Sub-Sublease, Sub-Sublandlord hereby subleases the other tenants in Magma Premises to Sub-Subtenant, and Sub-Subtenant hires and accepts the Building Magma Premises from Sub-Sublandlord, for a term (the “Magma Term”) to commence on February 1, 2007 (the “Magma Commencement Date”), and to expire on October 31, 2011 (the “Magma Expiration Date”), both dates inclusive, unless the Magma Term shall sooner end pursuant to any of the terms, covenants and conditions of this Sub-Sublease or the Prime Lease. (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇▇▇▇. B. The term (subject to extension as provided herein, the "Term") of this Sublease shall commence on May 19, 2001 (the "Commencement Date") and expire on November 17, 2021 (the "Expiration Date"), unless sooner canceled or otherwise terminated as provided in this Sublease. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant Sub-Sublandlord is unable to Article 2.C hereofdeliver possession of floors 1, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) 2 and 3 of the unamortized value Magma Premises to Sub-Subtenant on the date Prime Landlord delivers its Consent (as of May 31, 2011defined in Section 8(b) below) or floor 4 of the leasehold improvements Magma Premises on or before the Magma Commencement Date due to factors beyond Sub-Sublandlord’s or Sublandlord’s reasonable control (including, without limitation, Prime Landlord’s failure or refusal to deliver its Consent in a timely manner), Sub-Sublandlord shall not be subject to any liability therefor and the "Remaining Leasevalidity of this Sub-hold Improvements"Sublease shall not be impaired, but all Rent and other obligations of Sub-Subtenant attributable to the Magma Premises shall be abated until such time as possession thereof is delivered to Sub-Subtenant. (c) which remain in Sub-Sublandlord will allow Sub-Subtenant access to the Demised Premises following Subtenant's vacation Magma Premises, except for the fourth floor of the Demised Premises on May 31Magma Premises, 2011; providedbeginning when this Sub-Sublease is executed and all necessary approvals under the Prime Lease are obtained, however, that solely for the purpose of calculating planning, designing and installing Sub-Subtenant’s fixtures, furniture, equipment data and phone lines, but not for the Sales Priceoperation of business, Remaining Leasehold Improvementssubject to all of the provisions of this Sub-Sublease, except Sub-Subtenant will not be obligated to pay Base Rent or any additional rent during such period. Sub-Sublandlord will allow Sub-Subtenant access to the fourth floor of the Magma Premises on or before the Magma Commencement Date. The Magma Commencement Date shall be delayed by one day for each day that Sub-Sublandlord fails to permit Sub-Subtenant access to the Magma Premises as set forth in this Section 1(c).

Demise and Term. A. For Subject to issuance of the Arch Street Consent pursuant to Section 2(b) below and during the term established Consent as set forth in Section 3 below, Sublessor Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, the Demised Premises, consisting of 362,155 approximately 25,445 rentable square feet of space on the twenty-sixth ("RSF 26th) floor, as more particularly shown on Exhibit A attached hereto (the “Subleased Premises”), of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building building known as and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) numbered as are provided for in the Over▇▇ ▇▇▇▇ ▇▇▇▇▇. B. ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the “Building”). The term (subject to extension as provided herein, the "Term") of this Sublease (the “Sublease Term”) shall commence upon the date that is the latest to occur of (a) the date on May 19which Sublandlord has received the Consent of the Prime Landlord (as defined in Section 3 below) to this Sublease, 2001 (b) the "Commencement Date"date on which Sublandlord delivers the Subleased Premises to Subtenant in the condition required pursuant to Section 13 below, (c) the issuance of the Arch Street Consent, and expire on November 17(d) April 1, 2021 (the "“Commencement Date”), and expire on December 31, 2025 (the “Expiration Date"”). Notwithstanding the foregoing, unless sooner canceled provided that Prime Landlord has issued the Consent on or otherwise terminated as provided in this Sublease. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of before such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, date and unless Subtenant has delivered paid the Subtenant Cancellation Notice (as hereinafter defined), this Security Deposit and first month’s Sublease shall continue until the Expiration Date, unless otherwise terminated as Rent due hereunder and provided in this Sublease. In the event Sublessor timely delivers to Sublandlord and Prime Landlord a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time right to cancel this Sublease effective as certificate of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state insurance demonstrating that Subtenant unconditionally elects has procured and is maintaining the insurance coverages required hereunder, Subtenant may, without obligation to cancel this pay Sublease effective as of May 31Rent, 2011. In enter the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewithSubleased Premises from and after March 19, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that 2021 solely for the purpose of calculating installing its furniture, fixtures, tel/data, and equipment therein, provided that in the Sales Priceevent Subtenant commences its business operations in any portion of the Subleased Premises prior to the Commencement Date as set forth above, Remaining Leasehold Improvementsthe Commencement Date shall be the date on which Subtenant commences its business operations in the Subleased Premises.

Demise and Term. A. For and during the term established below, Sublessor leases to Subtenant the Demised Premises, consisting of 362,155 rentable square feet ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building and (b) to use all fixtures, improvements and 2 betterments owned or leased by Overlandlord which, at 2 any time during the term of this Sublease, are attached to or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the OverOve▇▇▇▇▇▇. B. The term (subject to extension as provided herein, the "Term") of this Sublease shall commence on May 19, 2001 (the "Commencement DateDate ") and expire on November 17, 2021 (the "Expiration Date"), unless sooner canceled or otherwise terminated as provided in this Sublease. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Leasehold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold ImprovementsPremises

Demise and Term. A. For Landlord leases the Premises to Tenant and during Tenant leases the term established belowPremises described in Section 1.3 above from Landlord subject to the provisions of this Lease; provided, Sublessor leases that any space in the Premises used for shafts, pipes, conduits, ducts, electrical or other utilities or Building facilities, as well as access thereto through the Premises for the purposes of installation, operation, maintenance, inspection, repair and replacement are reserved to Subtenant Landlord and are excluded from the Demised Premises, consisting of 362,155 rentable square feet ("RSF of the Demised Premises") of space at the Building. The leasing of the Demised Premises by Subtenant shall include the right of Subtenant (a) to access the Building common areas in common with the other tenants in the Building and (b) to use all fixtures, improvements and betterments owned or leased by Overlandlord which, at 2 any time during the term Term of this Sublease, are attached to Lease shall commence on the Commencement Date set forth in Section 1.6 and shall end on the Termination Date set forth in Section 1.7 unless adjusted or installed in the Demised Premises, all subject to such restrictions, rules, regulations, security arrangements and charges (if any) as are provided for in the Over▇▇▇▇▇. B. The term (subject to extension sooner terminated as provided herein. Landlord acknowledges that the Commencement Date set forth in Section 1.6 is an anticipated date when Tenant shall substantially complete Tenant’s Work (as defined in Section 5) on account of construction of the Premises as set forth on Exhibit C attached hereto. If Tenant shall be unable to substantially complete Tenant’s Work sufficient for occupancy and in accordance with Section 5 and Exhibit C of this Lease, the "Term"Commencement Date shall be delayed until substantial completion and the Termination Date shall be extended for an equal period plus the number of days necessary to end the Term on the last day of a month. Notwithstanding the foregoing, under no circumstances will the Commencement Date be delayed past that date which is two hundred forty (240) days after the complete execution of this Sublease shall commence on May 19Lease and delivery of a copy to Tenant, 2001 (except to the "Commencement Date") and expire on November 17extent such delay is caused by Landlord, 2021 (its agents, employees, or contractors. Each party agrees, at the "Expiration Date"), unless sooner canceled or otherwise terminated as provided in this Sublease. C. Sublessor shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Sublessor Cancellation Notice") to Subtenant by no later than May 1, 2008, time being request of the essence other, to execute and deliver an instrument in substantially the form attached hereto as to Exhibit D confirming the giving of such notice, which notice shall state that Sublessor unconditionally elects to cancel this Sublease effective as of May 31, 2011. In actual Commencement Date and the event Sublessor fails to timely deliver a Sublessor Cancellation Notice in compliance herewith, and unless Subtenant has delivered the Subtenant Cancellation Notice (as hereinafter defined), this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Sublessor timely delivers a Sublessor Cancellation Notice in compliance herewith, the Expiration Termination Date as defined herein shall for all purposes mean May 31, 2011when determined. D. Subtenant shall have a one time right to cancel this Sublease effective as of May 31, 2011 by giving written notice (the "Subtenant Cancellation Notice") to Sublessor by no later than April 1, 2008, time being of the essence as to the giving of such notice, which notice shall state that Subtenant unconditionally elects to cancel this Sublease effective as of May 31, 2011. In the event Subtenant fails to timely deliver a Subtenant Cancellation Notice in compliance herewith, and unless Sublessor has delivered the Sublessor Cancellation Notice, this Sublease shall continue until the Expiration Date, unless otherwise terminated as provided in this Sublease. In the event Subtenant timely delivers a Subtenant Cancellation Notice in compliance herewith, the Expiration Date as defined herein shall for all purposes mean May 31, 2011. E. In the event that Sublessor cancels this Sublease pursuant to Article 2.C hereof, Sublessor shall pay to Subtenant, by no later than June 30, 2011, an amount (the "Sales Price") equal to twenty-five percent (25%) of the unamortized value (as of May 31, 2011) of the leasehold improvements (the "Remaining Lease-hold Improvements") which remain in the Demised Premises following Subtenant's vacation of the Demised Premises on May 31, 2011; provided, however, that solely for the purpose of calculating the Sales Price, Remaining Leasehold Improvements