Common use of Demised Premises Clause in Contracts

Demised Premises. 1.1.1 The “Demised Premises” are composed of, among other rights and interests: (a) All of the land more particularly identified on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term shall be subject to Section 8.2 below.

Demised Premises. 1.1.1 The 1.1 Landlord is fee simple owner of the Property and hereby leases to Tenant and Tenant hereby rents from Landlord the following described premises to wit: the entire interior of the office building, [other than that area known as Suite 204 (“Suite 204”) deemed to consist of 2,000 rentable square feet,] located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ in the City of Weston, County of Broward, State of Florida, hereinafter referred to as the Premises, consisting of what the parties have deemed to be 8,000 rentable square feet, as is more particularly described or depicted on the attached Exhibit “A” (“Premises” or “Demised Premises” ”). The building in which the Premises are composed oflocated, among and the real property on which the building is located, are hereinafter referred to as the “Property”. Landlord and Tenant hereby acknowledge that Suite 204 is currently subject to a lease with a third party, and agree that upon expiration or other rights termination of said lease, which shall in no event be later than two (2) years from March 1, 2011, Tenant agrees to rent the Suite 204 space after written notice by Landlord to Tenant advising that the Suite 204 space is available, and interestsgiving Tenant the right to reject the leasing of the Suite 204 space upon ten (10) days written notice by Tenant to Landlord. Should Tenant not reject the Suite 204 space, then the lease of same shall be upon the same terms and conditions, and at a monthly rate equivalent to the per square foot rate of the then current Monthly Rent for the Demised Premises. Such leasing of Suite 204 shall be evidenced by way of written acknowledgement confirming that Suite 204 shall thereafter be deemed part of the Demised Premises, setting forth the re-calculated Monthly Rent, which the parties hereby acknowledge will be calculated based upon 10,000 square feet, and confirming that all other terms and provisions of this Lease, including but not limited to termination date and any right of option to renew by Tenant, shall remain unchanged and in full force and effect. 1.2 The Premises are demised and let subject to the following: (a) All the existing state of the land more particularly identified on Exhibit A (title to the “Owned Land”), including all of Premises and the ski terrain located thereon and currently used in real property upon which the operation of the Canyons Resort, together with all Improvements now or hereafter located thereonsame are situated; (b) The Relocation Replacement Premisesall zoning, if any;restrictions, rules and ordinances, building or use restrictions, and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction thereof. Landlord has not made and does not make any representations or warranties with respect to the condition of the Premises or their fitness or suitability for any particular use; and (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village additional terms and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Propertyconditions hereof. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term shall be subject to Section 8.2 below.

Demised Premises. 1.1.1 The “Demised Premises” are composed of, among other rights and interests: (a) All of The Lessor hereby demises and leases unto Lessee, and Lessee does take on lease from the land more particularly identified on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising AmendmentLessor, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant office space admeasuring 14,530 square feet on the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances First Floor (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(cSouth Side) of the Transaction Agreementbuilding situated at # 5, if Landlord does not own such Software Unit Layout morefully described in Exhibit "C" hereunder and herein referred to as the "Demised Premises" together /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇ with easements, rights or property interestsand advantages appurtenant thereof, thenfor setting up their office premises together with the right of the Lessee, without limiting any remedies Tenant may have under the Transaction Agreementits employees, Landlord shall cooperate with Tenant agents, contractors and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added servants to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach use of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The (b) In consideration of the rent and security deposit to be paid on the part of the Lessee as provided in Section 4 and 5 hereunder respectively and of the covenants and conditions contained in the Exhibits annexed to this lease deed to be observed and performed by the parties hereto, the Lessor doth hereby grant and demise the Demised Premises expressly include all airspace above to the surface, Lessee for carrying out their business including using the Demised Premises for office under the name and all air rights, appurtenances and hereditaments title of M/▇. ▇▇▇▇▇▇ Software India Private Limited and/or any of the Lessee's subsidiaries/affiliates or any other entity belonging to the Lessee's group of companies pertaining to the samebusiness of Information Technology and/or Information Technology Enabled Services (ITES) commencing from 1st January 2004 (hereinafter referred to as the COMMENCEMENT DATE). However, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to in the event the Lessee is desirous of taking lease of the Demised Premises which are expressly reserved prior to the commencement date, the Lessor shall grant permission for the same and the terms of this lease deed will commence from such prior date accordingly (hereinafter referred to as the PRIOR COMMENCEMENT DATE). In the case of happening of such an event the occurrence of the prior commencement date shall be intimated by the Lessee to the Lessor in writing and/or in any other media such as facsimile or electronic-mail and unto Landlordthe said prior commencement date is hereinafter agreed by both parties to be construed as the commencement date of this lease deed. (c) Notwithstanding the commencement date mentioned in clause (b) above, provided, however, that Landlord’s access to, use the Lessor doth hereby grant and agrees to demise to the Lessee a room admeasuring 650 (six hundred and fifty) square feet being a portion of or extraction of any minerals from the Demised Premises during more fully described in the Term Exhibit C hereunder and hereinafter referred to as the "demised room" to be used by the Lessee, inter alia, as the storage for critical computer machinery such as servers and other related equipments commencing from 15th October 2003 (hereinafter referred to as the COMMENCEMENT DATE FOR DEMISED ROOM). However, it is hereby agreed by the parties that for the purpose of calculating the period of the lease for the demised room with respect to termination, enhancement of rent including the conditions thereto and the operating expenses as provided in Sections 3(b), 3(e), 4 and 6 of this lease deed, the commencement date for demised room shall be subject considered to Section 8.2 belowbe the commencement date of this Lease.

Demised Premises. 1.1.1 The “Demised Premises” are composed of1.1. Sublessor hereby sublets to Sublessee, among other rights and interests: (a) All of the land more particularly identified on Exhibit A (the “Owned Land”)Sublessee hereby sublets and hires from Sublessor, including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required together with the non- exclusive right to expend any monies use the common areas of the Property and such other rights as are necessary or bring any legal actions desirable to provide Sublessee with respect substantially the same rights and benefits as have been generally afforded to any request under clause (y) and enjoyed by Sublessor prior to the extent such insufficiency is not a breach date hereof (including, without limitation, rights of Section 3.4 ingress and egress, parking consistent with past practice, and access to public and private utilities) for the sublease term hereinafter stated and for the Rent (as hereinafter defined) set forth herein, upon and subject to all of the Transaction Agreementterms and provisions hereinafter provided or incorporated in this Sublease by reference. 1.1.4 For the avoidance of doubt, 1.2. Sublessor shall deliver the Demised Premises on the Commencement Date free of debris and broom clean and Sublessee agrees to accept the Demised Premises on the Commencement Date (as hereinafter defined). Notwithstanding the foregoing, Sublessor shall not, subject use its continuous and diligent effort to Tenant’s rights in complete the Easements Properties, include (i) any portions of the Reserved Landlord Estate, Sublessor's work as more particularly described on Exhibit CA attached hereto (the "Sublessor's ----------- Work"). Sublessor shall be responsible for curing any violation that results ---- from or arises out of Sublessor's Work within a reasonable time of notice of such violation. Within 30 days after completion of the * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, which is hereby expressly excluded from AS AMENDED. Sublessor's Work and delivery of a certificate of occupancy to Sublessee, Sublessor shall submit to Sublessee a detailed invoice and proof of payment therefor for the Demised Premises cost of Sublessor's Work; provided, that Sublessor, Sublessee and reserved unto Landlord the architect (and/or its Affiliatescontractor) shall meet on a periodic basis or at such times as Sublessee may request to review the progress and the cost of Sublessor's Work, with the intent to monitor and (ii) any unused Density (as defined limit the cost of the Sublessor's Work not to exceed $42,000. Thereafter, in addition to the monthly installments of Rent due hereunder, Sublessee shall pay to Sublessor, in equal monthly installments, at the same time and in the Canyons SPA Development Agreement) appurtenant same manner that Rent is due hereunder, an amount sufficient to fully amortize the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above cost of the surfaceSublessor's Work over a five year period together with interest at a rate of 7% per annum on the outstanding balance of the cost of Sublessor's Work. Sublessee acknowledges and agrees that upon the termination of this Sublease as a result of its default hereunder or its election to terminate, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term Sublessee shall be subject obligated to Section 8.2 belowpay in full the then outstanding principal balance and accrued and unpaid interest for the cost of the Sublessor's Work.

Demised Premises. 1.1.1 The For and in consideration of the rent hereinafter reserved and the mutual covenants hereinafter contained, Landlord does hereby lease and demise unto Tenant, and Tenant does hereby hire, lease and accept, from Landlord all upon the terms and conditions hereinafter set forth the following premises, referred to as the “Demised Premises” are composed of”, among other rights and interests: (a) All of the land more particularly identified as outlined on Exhibit A attached hereto and incorporated herein: an agreed upon approximately 19,518 square feet of space, approximately 16,918 square feet of which is office space, having an address as set forth in Section 1(a), located within an existing building (the “Owned LandBuilding”), including all which contains a total of an agreed upon approximately 102,936 square feet and is located within Bolingbrook Corporate Center (the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property“Project”), located in Will County, Illinois. The parties acknowledge that the number of square feet recited above has been conclusively determined and is not subject to this Lease and the other Transaction Documentscontest by either party. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description deliver possession of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant pursuant on the Lease Date. Landlord’s failure to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to timely deliver possession of the Demised Premises to Tenant shall constitute a Landlord Delay. Landlord hereby acknowledges that an affiliate of Landlord, Industrial Developments International, Inc. (even if such property interests are part “IDI”) is, on the Lease Date, the Declarant under that certain Declaration of Protective Covenants for Bolingbrook Corporate Center dated July 1, 1997, recorded against the Reserved Project as Document # R97-056740, as subsequently amended (“Declaration”). Landlord Estate), and, hereby covenants that (yi) if requested by Tenant within so long as IDI remains the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have Declarant under the Transaction AgreementDeclaration, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged IDI will not make any modifications, amendments or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added changes to the Demised Premises, provided that Landlord shall not be required to expend any monies Declaration which would prohibit the Permitted Use or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, prevent Tenant from operating in the Demised Premises shall not, subject to Tenant’s rights in for the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, Permitted Use and (ii) after IDI ceases to be the Declarant under the Declaration, Landlord will not, so long as this Lease remains in effect, consent to or approve any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant such modification, amendment or change to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above Declaration. Any breach of the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved foregoing covenant by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term Landlord shall be subject to Section 8.2 belowa material default by Landlord hereunder.

Demised Premises. 1.1.1 The “Demised Premises” are composed of, among other rights and interests: (a) All of The Lessor hereby demises and leases unto Lessee, and Lessee does take on lease from the land more particularly identified on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising AmendmentLessor, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute office space admeasuring 15737 ( Fifteen thousand seven hundred and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant thirty seven) square feet on the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances second floor (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(cSouth Side) of the Transaction Agreementbuilding situated at # 5, if Landlord does not own such Software Unit Layout more fully described in Exhibit "C" hereunder and herein referred to as the "Demised Premises" together with easements, rights or property interestsand advantages appurtenant thereof, thenfor setting up their office premises together with the right of the Lessee, without limiting any remedies Tenant may have under the Transaction Agreementits employees, Landlord shall cooperate with Tenant agents, contractors and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added servants to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach use of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The (b) In consideration of the rent and security deposit to be paid on the part of the Lessee as provided in Section 4 and 5 hereunder respectively and of the covenants and conditions contained in the Exhibits annexed to this lease deed to be observed and performed by the parties hereto, the Lessor doth hereby grant and demise the Demised Premises expressly include all airspace above to the surface, Lessee for carrying out their business including using the Demised Premises for office under the name and all air rights, appurtenances and hereditaments title of M/▇. ▇▇▇▇▇▇ Software India Private Limited and/or any of the Lessee's subsidiaries/affiliates or any other entity belonging to the Lessee's group of companies pertaining to the samebusiness of Information Technology and/or Information Technology Enabled Services (ITES) initially for a term of fourteen and half (14 1/2 ) months commencing from 1st January 2004 (hereinafter referred to as the COMMENCEMENT DATE). However, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant in the event the lessee is desirous of taking lease of the demised premises prior to the Demised Premises which are expressly reserved by commencement date, the Lessor shall grant permission for the same and unto Landlordthe terms of this lease deed will commence from such prior date accordingly (hereinafter referred to as the PRIOR COMMENCEMENT DATE). In the case of happening of such an event, provided, however, that Landlord’s access to, use the occurrence of or extraction of any minerals from the Demised Premises during the Term prior commencement date shall be subject intimated by the Lessee to Section 8.2 belowthe Lessor in writing /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇ c and/or in any other media such as facsimile or electronic-mail and the said prior commencement date is hereinafter agreed by both parties to be construed as the commencement date of this lease deed.

Demised Premises. 1.1.1 The “Demised 1.1 Sublessor hereby sublets to Sublessee, and Sublessee hereby sublets and hires from Sublessor, the entire premises (the "Premises” are composed of, among other rights and interests: (a") All on the 12th floor of the land more particularly identified on Exhibit A Building leased to Sublessor under the Master Lease, for the sublease term hereinafter stated and for the Fixed Rent and Additional Rent (the “Owned Land”)both as hereinafter defined) hereinafter reserved, including subject to all of the ski terrain located thereon terms and currently used provisions hereinafter provided or incorporated in this Sublease by reference. 1.2 Sublessee agrees to accept the Premises on the Commencement Date (as hereinafter defined) in its "AS-IS" condition on the date thereof. Sublessor has not made and does not make any representations or warranties as to the physical condition of the Premises, or any other matter affecting or relating to the Premises. 1.3 Any and all alterations to, work to be performed in or materials to be supplied for the Premises shall be made, performed and supplied by and at the sole cost and expense of Sublessee and in conformance with all of the terms and provisions of this Sublease and the Master Lease. 1.4 On the Commencement Date, Sublessor in consideration of the sum of Five Thousand and 00/100 ($5,000.00) Dollars, payable by Sublessee to Sublessor on such date, shall deliver to Sublessee a ▇▇▇▇ of sale in the operation form of Exhibit B hereto granting to Sublessee, subject to all the Canyons Resortterms and provisions of this Sublease and the Master Lease, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premisesright, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village title and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights interest of Landlord Sublessor in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights the equipment set forth in said Exhibit and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property)same are on the Premises on the Commencement Date) the furniture, subject to this Lease furnishings and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate items listed in good faith so as to provide both Tenant and Landlord with an equitable allocation said Exhibit (all of the benefits of such Appurtenancesforegoing, subjectcollectively, however, to the terms of this Lease "Equipment"). Sublessee has inspected the Equipment and the other Transaction Documentsis satisfied therewith. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect Sublessor has not made and does not include the rights and property interests intended to be leased to Tenant pursuant make any representation or warranties as to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part physical condition of the Reserved Landlord Estate)Equipment or as to whether the same is in working order or is fit, andsuitable or usable for any purpose, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) and any use of the Transaction AgreementEquipment made by Sublessee shall be at Sublessee's sole risk. Upon the execution of this Sublease, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord Sublessor and Sublessee shall cooperate with Tenant execute and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions acknowledge a New Jersey Bulk Sales Tax return with respect to the Equipment, and shall cause the same to be duly filed. Sublessee shall pay any request under clause (y) to sales tax which may be due upon the extent such insufficiency is not a breach of Section 3.4 transfer of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises Equipment to Sublessee. Sublessee shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions perform and comply with all of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from terms and provisions of the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in Master Lease regarding the Canyons SPA Development Agreement) appurtenant to the Demised PremisesEquipment. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term shall be subject to Section 8.2 below.

Demised Premises. 1.1.1 The “Demised Premises” are composed of, among other rights Tenant hereby agrees to vacate and interests: (a) All of the land more particularly identified on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate surrender to Landlord, then Tenant and Landlord shall cooperate in good faith so as on or prior to provide both Tenant and Landlord with an equitable allocation November 26, 1998, possession of the benefits approximately 33,000 square feet of such AppurtenancesBuilding A ("Initial Surrender Space") depicted on the site plan attached hereto AS EXHIBIT "A" ("Site Plan"). In addition, on or before December 15, 1998 ("Surrender Date"), Tenant hereby covenants and agrees to vacate, in its entirety, the balance of Building A and surrender the balance of Building A to Landlord. Effective as of the Surrender Date, the "Demised Premises," as described in the Lease, are hereby redefined to consist solely of Building B and the portion of the Land (and related Improvements constructed thereon) more particularly depicted on the Site Plan, subject, however, to Tenant's continuing obligation to pay Monthly Base Rent, until the terms Rent Adjustment Date, as more particularly set forth in Paragraph 3 below. As a result thereof, effective as of this the Surrender Date, all references in the Lease to the Demised Premises shall mean the Demised Premises depicted on the Site Plan and, any references in the Lease to (1) Buildings shall instead mean Building B and (ii) the other Transaction DocumentsLand shall mean the Land depicted as the Demised Premises on the Site Plan. Each of Tenant and Landlord acknowledge and agree that In connection with the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description reduction of the Demised Premises is deficient and/or incorrect to Building B and does not include the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part portion of the Reserved Landlord Estate)Land depicted on the Site Plan, and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required to expend any monies perform, at Tenant's sole cost and expense, the work described in EXHIBIT "B" attached hereto ("Sur-render Work"). All of the Surrender Work shall be completed in its entirety by Tenant on or bring any legal actions before January 31, 1999. All of such Surrender Work shall be performed in compliance with respect to any request under clause Article XIX of the Lease (y) to the extent Article XIX is applicable to such insufficiency is not a breach Surrender Work). Pacific Cornerstone Architects ("PCA") shall have the opportunity to review, on behalf of Section 3.4 Landlord, any required plans and specifications for any such Surrender Work and the Building B Improvements described below. The costs incurred by PCA in connection with such review shall be applied against the New Allowance. Following such reconfiguration of the Transaction Agreement. 1.1.4 For parking areas, Tenant shall (notwithstanding anything to the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights contrary contained in the Easements Propertiesdefinition of Improvements contained in the Lease), include (i) any portions during the balance of the Reserved Landlord EstateTerm, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant be entitled solely to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above use of the surface, 144 parking spaces identified on the Site Plan (with the balance thereof to be for the sole use of the tenant(s) of Building A and all air rights, appurtenances and hereditaments pertaining to any Expansion Building(s) constructed within the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved Project by and unto Landlord, ); provided, however, that Landlord’s access toin the event Tenant elects, at its option and at Its sole cost and expense, to modify the parking areas around the Building B truck doors, the parking spaces allocated for Tenant's exclusive use may be increased to up to a maximum of or extraction of 178 spaces. Such election may be made at any minerals from the Demised Premises time during the Term shall be by Tenant, subject to Section 8.2 belowthe requirements, to the extent applicable, of Article XIX of the Lease. Tenant shall not permit any of its employees, contractors, agents, visitors or invitees to use any parking spaces in the Project other than such parking spaces allocated to Tenant as set forth above and as identified on the Site Plan.

Demised Premises. 1.1.1 The “Demised Premises” are composed of, among other rights and interests: (a) All of the land more particularly identified on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms Leased Premises for purposes of this Lease shall be the area shown on Exhibit "A" which shall be deemed to consist of the following leasable square footage: First Floor - 29,568 rentable square feet; Second Floor - 14,126 rentable square feet; and Sky Walk - 761 rentable square feet. Effective July 1, 1998, Tenant shall also lease from Landlord the "Expansion Space" consisting of 5,081 rentable square feet located on the Second Floor, East Tower of the Building. After addition of the Expansion Space, the term "Leased Premises" as used herein shall be deemed to include the Expansion Space, and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description rentable area of the Demised Premises is deficient and/or incorrect shall be increased by the rentable area of the Expansion Space and does not include Tenant's proportionate share shall be increased to account for the rights increase in the rentable area of the Leased Premises. Landlord shall provide Tenant with written notice of the exact location of the Expansion Space on or before March 31, 1998. Landlord will provide Tenant a finish allowance for the Expansion Space of the lesser of (1) $20.00 per rentable square foot, or (2) the actual cost of construction of such leasehold improvement work as Tenant may elect to perform, including the cost of architectural and property interests intended to mechanical drawings for such work. Such work shall be leased to Tenant performed pursuant to the Transaction Agreement or Work Letter attached as Exhibit "B". Notwithstanding the foregoing, Tenant hereby acknowledges that Landlord is currently leasing the Business Assets conveyed Expansion Space to Tenant do another tenant in the building (the "Existing Tenant") and the Existing Tenant's lease does not comprise expire until December 31, 2002. Landlord agrees to use good faith efforts to negotiate an early termination of the rights and property interests intended to be conveyed to Tenant pursuant Existing Tenant's lease as it relates to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, Expansion Space; provided, however, that Landlord’s access toif Landlord should be unable for any reason to deliver possession of the Expansion Space on or prior to the proposed Expansion Space commencement date, Landlord shall not be subject to any liability (except as provided herein) for failure to so deliver possession and Landlord shall use commercially reasonable efforts to deliver possession of the Expansion Space as soon as reasonably practicable thereafter. Such failure to deliver possession shall not affect the validity of the Lease or extraction (except as provided herein) the obligations of any minerals either Landlord or Tenant hereunder, or be construed to extend the expiration of the term of the Lease (as extended hereby) either as to the Expansion Space or the balance of the Premises; provided, however, that under such circumstances, Rent shall not commence as to the Expansion Space until Landlord does deliver possession of the Expansion Space. If Landlord is unable to negotiate an early termination of Existing Tenant's Lease with respect to the Expansion Space effective on or prior to the proposed Expansion Space commencement date and Tenant is unable to negotiate an extension of the term of its sublease [from the Demised Existing Tenant] for space on the fourth floor of the Building containing approximately 5,081 rentable square feet, then Landlord shall deliver to Tenant, after reasonable notice by Tenant to Landlord, temporary alternative office space in the building (the "Alternative Expansion Space"), which Alternative Expansion Space shall be similar in size to the Expansion Space, shall be at a location reasonably acceptable to Tenant or accessible by the low-rise elevators, and shall be reasonably similar with respect to condition and layout as the existing sublease space from the Existing Tenant, until such time as Landlord is able to deliver possession of the Expansion Space; provided, however, that under such circumstances, base rent applicable to the Expansion Space shall not commence until Landlord delivers to Tenant possession of the Expansion Space. Landlord agrees that no base rent shall be due from Tenant to Landlord for such Alternative Expansion Space. Provided that Tenant in fact moves into the Alternative Expansion Space, then, upon delivery of the Expansion Space to Tenant, Tenant shall surrender to Landlord the Alternative Expansion Space pursuant to the terms and provisions of the Lease. Any retention of possession by Tenant of all or any part of the Alternative Expansion Premises during beyond a sixty (60) day period after Landlord's delivery to Tenant of the Term Expansion Space shall be deemed a holding over under Article XII of the Lease without the consent of Landlord thereby entitling Landlord to all of its rights and remedies set forth in the Lease including base rent equal to the amount then being paid by Tenant for the Leased Premises (i.e., 44,455 square feet). A demise of the Alternative Expansion Space to Tenant shall be subject to Section 8.2 belowall terms and provisions of the Lease except as otherwise expressly set forth herein. Provided that Tenant has in fact moved into the Alternative Expansion Space, Landlord shall reimburse or credit Tenant for the amount that Tenant reasonably expends to make the move to the Alternative Expansion Space. Such reimbursement or rental credit shall be made no later than thirty (30) days following the later of (i) Tenant's taking occupancy of the Alternative Expansion Space and (ii) Landlord's receipt of invoices, bills, receipts and such other documentation as is necessary to evidence the costs incurred by Tenant in connection with such move. If Landlord is unable to deliver the Expansion Space on or prior to the proposed Expansion Space commencement date and Tenant is able to extend the term of the existing sublease with the Existing Tenant, Tenant shall be entitled to a rent credit (the "Credit") equal to five thousand, six hundred, ten and 27/100 dollars ($5,610.27) per month up until such time as Landlord delivers the Expansion Space to Tenant.

Demised Premises. 1.1.1 The “Demised Premises” are composed ofa. Subject and subordinate to the terms, among other rights conditions and interests: (a) All provisions of the land more particularly identified Master Lease and this Agreement, Sublessor hereby sublets to Sublessee, and Sublessee hereby sublets from Sublessor the Premises. b. On the Commencement Date (as defined below), Sublessor shall deliver to Sublessee the Premises in broom clean condition with all of Sublessor’s signage and branding removed from the Premises. Sublessee shall be deemed to have accepted possession of the Premises in an “as is” condition as of the Commencement Date; provided, any damage incurred to the Premises during Sublessor’s move-out shall be patched and repaired at Sublessor’s sole cost and expenses prior the Commencement Date. c. Sublessor’s delivery of the Premises to Sublessee shall include the furniture, fixtures and equipment described on Exhibit A attached hereto (the “Owned LandFF&E”); provided, including all the FF&E shall be in good working condition and Sublessee shall have a reasonable opportunity to inventory and inspect the FF&E prior to taking possession, and Sublessor shall remove any items designated by Sublessee for removal prior to the Commencement Date. During the Term, Sublessee, at Sublessee’s sole cost and expense, shall insure and maintain the FF&E. Sublessor shall assume no responsibility or liability for any of the ski terrain located thereon and currently used FF&E during the Term. Except as set forth below, Sublessee shall, no later than the end of the Term or the earlier termination of this Agreement, surrender to Sublessor the FF&E in the operation same condition as on the Commencement Date, ordinary wear and tear associated with the responsible use of first-class office space only excepted. In the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary event Sublessee exercises its Option to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant Extend pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction AgreementSection 7 below, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions as of the Reserved Landlord Estatedate that is one (1) day prior to the extended Expiration Date, Sublessee shall purchase the FF&E from Sublessor for the amount of One Dollar ($1.00) pursuant to a ▇▇▇▇ of Sale in the form attached hereto as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its AffiliatesB, and (ii) at or before the expiration of the Extended Term, Sublessee shall remove the FF&E from the Premises and repair any unused Density damage caused thereby in accordance with the terms and provisions of Section 32 of the Master Lease. d. Provided Sublessor has received the Consent and Sublessee has (as defined in i) delivered the Canyons SPA Development Security Deposit to Sublessor, (ii) paid to Sublessor the Prepaid Rent, and (iii) delivered proof of all insurance required under this Agreement, Sublessee shall have the right to early occupancy of the Premises fourteen (14) appurtenant days prior to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above Commencement Date (“Early Occupancy Period”) solely for the surfacepurpose of constructing any tenant improvements and installing furniture, trade fixtures, telephone systems and all air rights, appurtenances and hereditaments pertaining to business equipment. Sublessee’s occupancy of the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term Early Occupancy Period shall be subject to Section 8.2 belowall covenants and conditions hereunder other than with respect to the payment of Rent; provided if Sublessee takes possession of the Premises prior to the Commencement Date for the purposes of conducting Sublessee’s business operations therein, Sublessee shall pay pro-rated Base Rent for each day at the same rate as that prescribed during the first month of the Term. e. Sublessor shall furnish Sublessee with two (2) keys for each door entering the Premises.

Demised Premises. 1.1.1 The Commencing on the date that Landlord delivers to Tenant possession of the Additional Expansion Space (the “Additional Expansion Space Delivery Date”), with Landlord’s Work therein Substantially Complete (as set forth in Section 5 below), and continuing thereafter during the remainder of the Current Term and the Extended Term (hereinafter collectively referred to as the “Term”) of the Lease, Section 1(A) of the Lease is hereby modified and amended to provide that the Demised Premises shall include the Additional Expansion Space in addition to the Original Premises. Landlord does hereby lease unto Tenant, and Tenant does hereby take and rent from Landlord, commencing as of the Additional Expansion Space Delivery Date, the Additional Expansion Space pursuant to the Lease as hereby amended. Landlord shall provide Tenant with at least fifteen (15) days written notice prior to the Additional Expansion Space Delivery Date. As of the Additional Expansion Space Delivery Date, the Original Premises together with the Additional Expansion Space shall for all purposes and provisions of the Lease collectively be referred to as the “Demised Premises” are composed ofor the “Premises” and shall be deemed to contain 32,805 rentable square feet, among other rights all as more particularly shown and interests:outlined on the drawing of said Demised Premises attached hereto as Exhibit “B” and made a part hereof. 2.1 Tenant agrees to execute and return to Landlord within fifteen (a15) All days of receipt a statement furnished by Landlord acknowledging Tenant’s acceptance of Landlord’s delivery of possession of the land more particularly identified on Exhibit A (Additional Expansion Space and setting forth the “Owned Land”), including actual Additional Expansion Space Delivery Date and commencement of all of Tenant’s covenants and obligations under the ski terrain located thereon Lease as to the Additional Expansion Space, and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premiseschanges, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may rental schedule set forth in Section 3 below. Said statement shall be reasonably necessary to confirm and vest similar in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only form to the extent relating and/or appurtenant to the Resort Property), subject to this Lease Certificate attached hereto as Exhibit “D” and the other Transaction Documents. If made a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms part of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction DocumentsAmendment. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term shall be subject to Section 8.2 below.

Demised Premises. 1.1.1 The “Demised Premises” are composed of, among other rights and interests: Landlord shall have the right to change the location (aprovided however Tenant shall not be relocated to the first (1st) All floor of the land more particularly identified on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon Building) and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description configuration of the Demised Premises is deficient and/or incorrect and does at any time but not include more than once during the rights and property interests intended to be leased to Tenant pursuant Lease Term, subject to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights following terms and property interests intended to be conveyed to Tenant pursuant conditions: (a) subsequent to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction AgreementCommencement Date, Landlord shall cooperate with provide Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to not less than ninety (90) days advance written notice of the date Tenant or leased by the applicable third-party to Tenant or otherwise added to must vacate the Demised Premises, provided that ; (b) Landlord shall not be required to expend any monies or bring any legal actions provide Tenant with respect to any request under clause Substitute space of similar nature and size elsewhere in the Building (ythe “Substitute Premises”) to the extent such insufficiency is not Substitute Premises shall have a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, similar window line as the Demised Premises Premises; (c) Landlord shall not, subject to at Landlord’s expense remove Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded Property from the Demised Premises and reserved unto Landlord and/or its Affiliatesreinstall them in the Substitute Premises, and redecorate the Substitute Premises in a manner substantially similar to the manner in which the Demised Premises were decorated; and (iid) any unused Density (upon receipt of paid invoices, Landlord shall reimburse Tenant for the reasonable costs it incurs for new stationery, business cards and signage, if any, comparable to those previously used by Tenant that it requires, directly as defined in the Canyons SPA Development Agreement) appurtenant to a result of Landlord’s relocation of the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above . Landlord shall use reasonable efforts to minimize the surfacedisruption to Tenant’s business, but in no event shall Landlord be liable for any loss of business or other damages to or expenses of Tenant, except for any physical damage to Tenant’s Property incurred during the move. Within ten (10) days after Landlord submits an amendment of this Lease or a replacement lease indicating the location and configuration of the Substitute Premises, Tenant shall execute such amendment or lease, as applicable, and all air rights, appurtenances and hereditaments pertaining deliver it to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, providedfailing which Tenant hereby irrevocably appoints Landlord as its special attorney-in-fact to execute such amendment or lease, howeveras applicable, that Landlord’s access to, use the foregoing power of or extraction of any minerals from the Demised Premises during the Term shall attorney being deemed to be subject to Section 8.2 belowcoupled with an interest.

Demised Premises. 1.1.1 Lessor, for and in consideration of the rents herein reserved and of the covenants and agreements herein contained on the part of the Lessee to be kept, observed and performed, demises and leases to the Lessee the land and building described in Exhibit “A.” The land and building described in the Exhibits are hereinafter referred to as the “premises” or the “Demised Premises” are composed of, among other rights and interests: (a) All of the land more particularly identified on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary . Lessee agrees to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of accept the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended in “AS IS” condition. 2.1.1 Lessor has been informed that Lessee plans to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, undertake Material Improvements (xas defined herein) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises consisting of expansion of premises and/or other improvements costing approximately Five Million Dollars (even if $5,000,000). Lessor acknowledges that Lessee’s covenant to make these or other improvements which add similar value to the building are a material inducement to entering into this Lease. As set forth in detail herein, Lessor agrees to cooperate reasonably with Lessee to accommodate any such property interests are part of expansion, and Lessor hereby approves the Reserved Landlord Estateconceptual plan attached hereto as Exhibit C (the “Lessee Improvements”) and agrees that except for the Required Removables (hereinafter defined), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord Lessee shall not be required to expend any monies remove or bring any legal actions with respect to any request under clause (y) to restore the extent such insufficiency is not a breach of Section 3.4 Lessee Improvements upon the expiration of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, Lease term; provided, however, that LandlordLessor’s access to, use of or extraction of any minerals from consent to the Demised Premises during the Term shall be Lessee Improvements remains subject to Section 8.2 belowLessor’s approval of the detailed plans and specifications, which approval shall not be unreasonably withheld, conditioned or delayed. “Required Removables” shall mean any interior partitions (as described in the second bullet point of item number 2 of the List of Improvements section of the letter from The Richmond Group attached hereto as Exhibit D) and the exterior perimeter security fence and associated gates (as described in the third bullet point of item number 3 of the List of Improvements section of said letter).

Demised Premises. 1.1.1 The “Demised Premises” are composed of, among other rights and interests: (a) All Those portions of the land Building hereby leased to Tenant commonly known as the LG portion of Level 1 of the northeast quadrant of the laboratory facilities, but excluding LG-122 Lobby, ▇▇-▇▇▇, ▇▇-▇▇▇ ▇▇▇ ▇▇/▇ ▇▇ ("▇▇-▇"), ▇▇▇▇▇▇▇▇ as more particularly identified depicted on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon and currently used in the operation of the Canyons ResortB-1 annexed hereto, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premisesthat proportionate share of the mechanical rooms in the LE/LG penthouse and that portion of the cylinder storage area in the LE/LG penthouse which serve LG-1, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation proportionate share of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description mechanical space on Level 0 of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended LE/LG wing, all of which are deemed to be leased to 17,916 rentable square feet. Tenant pursuant to the Transaction Agreement or acknowledges that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not it will be required to expend any monies or bring any legal actions with respect to any request under clause share the service corridor between LG-1 and LE-1 (y) to the extent such insufficiency is not a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described depicted on Exhibit CB-1) with the occupant of LE-1 (currently Immunobiology Research Institute, which is hereby expressly excluded from Inc. ("IRI"). Tenant shall have the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined right to use such service corridor in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, common with IRI; provided, however, that each party shall only be permitted to place equipment, containers and other tangible items on the side of the corridor immediately adjacent to its Demised Premises and in a manner which will not obstruct access through such corridor. Tenant's employees, agents and visitors shall not be entitled to enter the LE-1 premises from this service corridor without the permission of IRI or the current occupant of LE-1. Subject to Landlord’s 's obligations under Section 25.01, Tenant shall be responsible for its own security measures to control access to, use of or extraction of any minerals from to the Demised Premises during from this service corridor. Landlord shall have no liability to Tenant for any personal injury or property damage or loss resulting from unauthorized entry into the Term Demised Premises from this service corridor, and Tenant agrees to indemnify Landlord from any claim by or liability to a third party resulting from any unauthorized entry into the Demised Premises, or resulting from any unauthorized entry into LE-1 by any employee, agent or invitee of Tenant. The above-mentioned service corridor shall be subject to Section 8.2 belowconsidered a part of the Demised Premises for purposes of the indemnity agreements of Article 11 of this Agreement. The portions of the Demised Premises within the Building shall also include the laboratory furniture, laboratory casework, incidental furniture, fixtures, hoods, equipment, shades, draperies, carpeting and office furniture and the like in place as of the commencement of this Agreement and identified in Exhibit B-2 annexed hereto.

Demised Premises. 1.1.1 The “(A) Following the Give-Back Premises Termination Date, the Lease with regard to the remainder of the Demised Premises” are composed ofPremises shall remain in full force and effect for the remainder of the Lease Term, among other rights including any further extension terms provided herein, and interests:shall remain unmodified, except as specifically provided for herein. (a) All of the land more particularly identified on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on whichGive-Back Premises Termination Date, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only subject to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation exercise by Lessee of the benefits Hold Space Option, Right of such Appurtenances, subject, however, to Opportunity and/or Second Extension Option (as hereinafter defined) (in which case the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description square footage of the Demised Premises is deficient shall be increased and/or incorrect and does not include be deemed increased to reflect the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord EstateBOMA remeasurement), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall notbe deemed to contain 36,600 rentable square feet and shall be identified on the floor plan attached hereto as Exhibit A-2 and made a part thereof. (C) From and after the Give-Back Premises Termination Date, subject Lessee shall cooperate with Lessor to Tenant’s rights in allow Lessor to remove the Easements Propertiesinterior connecting stairway between the seventh (7th) floor of the Building and the Give-Back Premises, include close the slab floor opening remaining after removal of the Connecting Stairway, install carpeting on the re-slabbed area and perform related cosmetic work (the “Connecting Stairway Work”). In connection therewith, (i) any portions Lessee acknowledges that the making of the Reserved Landlord EstateConnecting Stairway Work may take place during normal business hours, as more particularly described on Exhibit C, which is hereby expressly excluded from but that Lessor shall perform any Connecting Stairway Work that affects Lessee’s use of the Demised Premises outside of normal business hours unless it is impracticable to do so, (ii) Lessor shall have the right to access the Demised Premises in connection with the Connecting Stairway Work, (iii) to the extent the Connecting Stairway remains open and reserved unto Landlord and/or intact prior to the completion of the Connecting Stairway Work, Lessor and Lessee shall prevent access by their respective employees and other parties under their control to the Connecting Stairway (provided that, the foregoing shall not apply with respect to Lessor’s employees, contractors and other parties under its Affiliatescontrol who are involved with the planning, performance and oversight of the Connecting Stairway Work); and (iv) the performance of the Connecting Stairway Work shall be subject to the conditions set forth in Sections 22(C) and 44 of the Lease. Notwithstanding the foregoing, (a) if Lessee exercises the Hold Option, Lessor shall not perform the Connecting Stairway Work and the Connecting Stairway shall remain intact for the remainder of the Lease Term, and (iib) any unused Density if Lessee does not exercise the Hold Option, then Lessor shall keep the Connecting Stairway intact and not perform the Connecting Stairwell Work until such time as Lessee has affirmatively waived its exercise of the Hold Option or the time period for Lessee’s exercise of such Hold Option has passed without action on the part of Lessee, whichever is earlier. (D) From and after January 1, 2010 (i.e., the day immediately following the Give-Back Premises Rent Termination Date) and continuing through October 31, 2010 (i.e., the end of the Initial Term): (1) The Monthly Rent with respect to the Demised Premises shall be as follows: January 1, 2010 — August 31, 2010 $ 120,963.00 $ 39.66 September 1, 2010 — October 31, 2010 $ 123,372.50 $ 40.45 Such Monthly Rent shall be payable in accordance with the provisions for the payment of Monthly Rent under Section 4 of the Lease. No abatement or other concession whatsoever shall apply to such Monthly Rent. (2) All of Lessee’s obligations under the Lease with respect to its payments of its proportionate share of Operating Expenses, Operating Costs and Real Estate Taxes (as provided in Section 6 of the Original Lease, as amended by Section 3 of Addendum No. 2 and Section 5 of Addendum No. 3) shall continue unchanged; provided that as a result of Lessee being released from payment of rent for the Give-Back Premises after the Give-Back Premises Rent Termination Date, (i) Lessee’s proportionate share of Operating Expenses (as defined in the Canyons SPA Development AgreementLease) appurtenant to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term shall be subject to Section 8.2 below16.23%; (ii) Lessee’s proportionate share of Operating Costs (as defined in the Lease) shall be 17.09%; and (iii) Lessee’s proportionate share of Real Estate Taxes (as defined in the Lease) shall be 16.23%.

Demised Premises. 1.1.1 The “Demised Premises” are composed of, among other rights and interests: (a) All of The Lessor hereby demises and leases unto Lessee, and Lessee does take on lease from the land more particularly identified on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising AmendmentLessor, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute office space admeasuring 20510 ( Twenty thousand five hundred and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant ten) square feet on the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances fourth floor (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(cSouth Side) of the Transaction Agreementbuilding situated at # 5, if Landlord does not own such Software Unit Layout more fully described in Exhibit "C" hereunder and herein referred to as the "Demised Premises" together with easements, rights or property interestsand advantages appurtenant thereof, thenfor setting up their office premises together with the right of the Lessee, without limiting any remedies Tenant may have under the Transaction Agreementits employees, Landlord shall cooperate with Tenant agents, contractors and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added servants to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach use of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The (b) In consideration of the rent and security deposit to be paid on the part of the Lessee as provided in Section 4 and 5 hereunder respectively and of the covenants and conditions contained in the Exhibits annexed to this lease deed to be observed and performed by the parties hereto, the Lessor doth hereby grant and demise the Demised Premises expressly include all airspace above to the surface, Lessee for carrying out their business including using the Demised Premises for office under the name and all air rights, appurtenances and hereditaments title of M/▇. ▇▇▇▇▇▇ Software India Private Limited and/or any of the Lessee's subsidiaries/affiliates or any other entity belonging to the Lessee's group of companies pertaining to the samebusiness of Information Technology and/or Information Technology Enabled Services (ITES) initially for a term of fourteen and half (14 1/2 ) months commencing from 1st January 2004 (hereinafter referred to as the COMMENCEMENT DATE). However, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant in the event the Lessee is desirous of taking lease of the demised premises prior to the Demised Premises which are expressly reserved by commencement date, the Lessor shall grant permission for the same and unto Landlordthe terms of this lease deed will commence from such prior date accordingly (hereinafter referred to as the PRIOR COMMENCEMENT DATE). In the case of happening of such an event, provided, however, that Landlord’s access to, use the occurrence of or extraction of any minerals from the Demised Premises during the Term prior commencement date shall be subject intimated by the Lessee to Section 8.2 belowthe Lessor in writing /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇ c and/or in any other media such as facsimile or electronic-mail and the said prior commencement date is hereinafter agreed by both parties to be construed as the commencement date of this lease deed.

Demised Premises. 1.1.1 The “Demised Premises” are composed of, among other rights 1.1 For and interests: (a) All in consideration of the land more particularly identified covenants and agreements hereinafter set forth and the rent hereinafter specifically reserved hereinbelow, Landlord does hereby lease unto Tenant, and Tenant does hereby lease from Landlord the Demised Premises in the Building, and all other portions of the Project. Tenant’s occupancy of the Demised Premises shall be on an exclusive basis, subject to the conditions set forth herein. 1.2 Landlord shall construct the Landlord’s Work in accordance with the construction provisions set forth in Exhibit D including the Landlord’s Minimum Specifications set forth on Exhibit A (the “Owned Land”)E. Tenant agrees that all work, including all but not limited to Landlord’s Work and Tenant’s Work, to be performed within the Project and otherwise described in this Lease shall be subject to approval by the National Park Service, the IRS, the Missouri State Historic Preservation Office and the Missouri Department of Economic Development. 1.3 Landlord shall construct the ski terrain located thereon and currently Tenant’s Work in accordance with the final permit set of construction drawings approved by Landlord (“Final Construction Drawings”) pursuant to the construction provisions set forth in Exhibit F. “Tenant’s Work” as used in this Lease shall mean all improvements, work, and other finishes to the operation Demised Premises shown on the Final Construction Drawings except for Landlord’s Work. At least ten (10) business days after Substantial Completion of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at allTenant’s Work, Landlord and Tenant shall cooperate to execute a mutually agreeable “punch list” identifying any incomplete or unacceptable items in Landlord’s Work or Tenant’s Work. No later than thirty (30) days after the PCMR Demising Amendmentparties execution of said “punch list”, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver shall complete all items identified on said “punch list”; provided that Landlord shall have such further documents and instruments additional time as may be is reasonably necessary to confirm and vest in Tenant the rights of complete any items, so long as Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake uses commercially reasonable efforts to cause promptly LEASE AGREEMENT complete such rights to be acknowledged or property interests to be conveyed to item. Upon completion of all items identified on the “punch list,” Tenant or leased by the applicable third-party to Tenant or otherwise added shall execute a form acknowledging completion of Tenant’s Work. Notwithstanding anything to the Demised Premisescontrary contained herein, provided any portion of Landlord’s Work or Tenant’s Work that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause is (x) located on the exterior of the Building, and (y) to not necessary for the extent such insufficiency is not issuance of a breach final certificate of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubtoccupancy, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term shall be subject deemed to Section 8.2 belowbe a “punch list” item(s) if the same is incomplete upon Substantial Completion.

Demised Premises. 1.1.1 The “Per the Lease, the Demised Premises” are composed ofPremises currently consists of approximately 83,712 rentable square feet of office and laboratory space and 31,288 rentable square feet of warehouse space, among other rights and interests: for an aggregate amount of 115,000 rentable square feet (a) All of the land more particularly identified on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only approximately 9,933 rentable square feet are subject to the extent relating and/or appurtenant to the Resort PropertySublease), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, Subject to the terms of this Lease the Lease, Tenant shall continue to occupy the Demised Premises until the Original Expiration Date. As of March 1, 2019 (the “Reconfigured Commencement Date”), the Demised Premises shall be reduced to approximately 83,712 rentable square feet, such that all references to the Demised Premises from and after the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree Reconfigured Commencement Date shall be to the said 83,712 rentable square feet; provided, however, that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description square footage of the Demised Premises effective as of the Reconfigured Commencement Date is deficient and/or incorrect subject to Tenant’s rights as set forth in Section 20 of this First Amendment. Attached hereto and does not include made a part hereof as Exhibit “A” is a space plan depicting the rights and property interests intended to be leased to Demised Premises that Tenant will occupy pursuant to the Transaction Agreement or that Lease, as amended by this First Amendment, from and after the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction AgreementReconfigured Commencement Date; provided, then Landlord shallhowever, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within twelve (12) months prior to the applicable survival period under Section 8.1(c) of the Transaction AgreementReconfigured Commencement Date, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, and Landlord shall cooperate with Tenant and undertake use commercially reasonable efforts to cause such rights mutually agree to be acknowledged or property interests to be conveyed to Tenant or leased by a revised version of the applicable third-party to Tenant or otherwise added Exhibit “A” space plan. Prior to the Demised Premises, provided that Landlord shall Reconfigured Commencement Date (but not be required to expend any monies or bring any legal actions with respect to any request under clause more than ninety (y90) days prior to the extent such insufficiency is not a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubtReconfigured Commencement Date), Landlord shall, at its sole cost and expense, demise the Demised Premises shall not, subject to for Tenant’s rights use in accordance with the Easements Properties, include Exhibit “A” space plan (i) any portions as may be modified pursuant to this Section 4 and/or Section 20). Tenant agrees to cooperate with Landlord’s installation of the Reserved demising wall by: (a) allowing Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from reasonable access to the Demised Premises and reserved unto Landlord and/or its Affiliates, and (iib) any unused Density (as defined in removing Tenant’s personal property from the Canyons SPA Development Agreement) appurtenant to affected areas of the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, ; provided, however, that LandlordLandlord shall use commercially reasonable efforts to minimize interference with Tenant’s access to, use of or extraction of any minerals from the Demised Premises during the Term shall be installation of the demising wall(s). Notwithstanding the foregoing but subject to Section 8.2 belowTenant’s assignment rights under the Lease, Tenant acknowledges and agrees that it shall remain the sole “tenant” of the Building through and including February 28, 2019, inclusive of any of Tenant’s current or future permitted subtenants.

Demised Premises. 1.1.1 The “Demised 1.1. Sublessor hereby sublets to Sublessee, and Sublessee hereby sublets and hires from Sublessor, the premises ("Premises” are composed of, among other rights and interests: (a") All comprising the entire 23rd floor of the land more particularly identified on Exhibit A Building as leased to Sublessor under the Master Lease, for the sublease term hereinafter stated and for the Fixed Rent and Additional Rent (the “Owned Land”)both as hereinafter defined) hereinafter reserved, including subject to all of the ski terrain located thereon terms and currently used provisions hereinafter provided or incorporated in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) this Sublease by reference. The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and parties agree that the other Transaction Documents allocate in detail certain Appurtenances rentable space comprising the entire 23rd floor is deemed to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documentsbe10,886 square feet. 1.1.3 If at any time, Landlord or Tenant reasonably determines that 1.2. Sublessee agrees to accept the description of Premises broom clean and vacant on the Demised Premises is deficient and/or incorrect Commencement Date (as hereinafter defined) in its "as-is" condition on the date thereof. The furniture listed on the annexed Schedule 1.2 shall be available to Sublessee for use during the Term. Sublessor has not made and does not include the rights and property interests intended to be leased to Tenant pursuant make any representations or warranties as to the Transaction Agreement physical condition of the Premises, or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant any other matter affecting or relating to the Transaction AgreementPremises. Sublessee represents and warrants to Sublessor that, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part as of the Reserved Landlord Estate)Effective Date, and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord Sublessee shall cooperate with Tenant examine and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions inspect all matters with respect to taxes, income and expense data, insurance costs, bonds, permissible uses, the Master Lease, zoning, covenants, conditions and restrictions and all other matters which in Sublessee's judgment bear upon the value and suitability of the Sublet Space for Sublessee's purposes. Sublessee has and will rely solely upon Sublessee's own inspection and examination of such items and not on any request under clause (y) representations of Sublessor, express or implied. By entering the Premises Sublessee shall be deemed to accept the same in its condition existing as of the date of such entry and subject to all municipal, state and federal statutes, laws, ordinances, including zoning ordinances, and regulations governing and relating to the extent such insufficiency is not a breach of Section 3.4 use, occupancy or possession of the Transaction AgreementPremises. 1.1.4 For 1.3. Any and all alterations to, work to be performed in or materials to be supplied for the avoidance of doubt, the Demised Premises shall notbe made, subject performed and supplied at the sole cost and expense of Sublessee and in conformance with all of the terms and provisions of this Sublease and the Master Lease. 1.4. Throughout the Term, Sublessee shall allow to Tenant’s rights Sublessor access to the telephone equipment room located in the Easements PropertiesPremises at reasonable times, include and in the event of emergency. 2.1. The term ("Term") of this Sublease shall commence on the date (the "Commencement Date") which is the later of (i) any portions the date Sublessor shall have obtained Landlord's written consent to this Sublease in accordance with the provisions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its AffiliatesArticle 20, and (ii) August 1, 2003, and unless earlier terminated as herein provided, shall expire on July 31, 2009 (the "Expiration Date"). By notice given on or before September 1, 2008, and provided Sublessee is not in breach and has not been in breach more than twice during the Term, Sublessee may elect to renew the Term of this Sublease for a period ending February 28, 2015, in which event the Fixed Rent for such renewal term shall be the greater of (i) Fixed Rent paid by Sublessor from time to time during that renewal term plus 2% or (ii) the fair market value of the space, determined by an industry expert acceptable to both parties in August, 2008; and Additional Rent shall continue to be calculated as provided herein. Until Subtenant exercises the foregoing option, Sublessor shall have the right to show the Premises to prospective subtenants from July 1, 2008 upon reasonable notice and during regular business hours. 2.2. If the term of the Master Lease is terminated for any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant reason prior to the Demised PremisesExpiration Date, this Sublease shall thereupon be terminated ipso facto without any liability of Sublessor to Sublessee by reason of such early termination. Except as otherwise expressly provided in this Sublease with respect to those obligations of Sublessee and Sublessor which by their nature or under the circumstances can only be, or under the provisions of this Sublease may be, performed after the termination of this Sublease, the Term and estate granted hereby shall end at noon on the date of termination of this Sublease as if such date were the Expiration Date, and neither party shall have any further obligation or liability to the other after such termination. Notwithstanding the foregoing, any liability of Sublessee to make any payment under this Sublease, whether of Fixed Rent, Additional Rent (both as hereinafter defined) or otherwise, which shall have accrued prior to the expiration or sooner termination of this Sublease, shall survive the expiration or sooner termination of this Sublease. 1.1.5 The Demised 2.3. Sublessee waives the right to recover any damages which may result from Sublessor's failure to deliver possession of the Premises expressly include all airspace above on the surfaceCommencement Date. If Sublessor shall be unable to deliver possession of the Premises on such scheduled date, and all air rightsprovided Sublessee is not responsible for such inability to give possession, appurtenances the Rent reserved and hereditaments pertaining guaranteed to be paid herein shall not commence until Sublessor shall be able to so deliver possession of the Premises to Sublessee, and no such failure to deliver possession on such scheduled date shall in any way affect the validity of this Sublease or the obligations of Sublessee hereunder or give rise to any claim for damages by Sublessee or claim for rescission of this Sublease, nor shall the same in any way be construed to extend the Term. 2.4. The parties agree that this Article 2 constitutes an express provision as to the sametime at which Sublessor shall deliver possession of the Premises to Sublessee, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant Sublessee hereby waives any rights to rescind this Sublease which Sublessee might otherwise have pursuant to Section 223-a of the Demised Premises which are expressly Real Property Law of the State of New York or any other law of like import now or hereafter in force. 3.1. The rent ("Rent") reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during for the Term shall be consist of the following: (i) subject to Section 8.2 below3.3, for the first three years of the Term, annual fixed rent ("Fixed Rent") at the rate of THREE HUNDRED FORTY EIGHT THOUSAND THREE HUNDRED FIFTY-TWO DOLLARS AND NO CENTS ($348,352.00) per annum for the period commencing on the Commencement Date and ending on the thirty-first day of the 36th month after the Effective Date, payable in equal monthly installments of TWENTY NINE THOUSAND TWENTY NINE DOLLARS AND THIRTY THREE CENTS ($29,029.33) each. (ii) for the next succeeding three years of the Term, annual Fixed Rent at the rate of THREE HUNDRED FIFTY NINE THOUSAND TWO HUNDRED THIRTY EIGHT DOLLARS ($359,238.00), payable in equal monthly installments of TWENTY NINE THOUSAND NINE HUNDRED THIRTY SIX DOLLARS FIFTY CENTS ($29,936.50) each. for any additional term pursuant to the exercise of the option described in Section 2.1, annual fixed rent at the Fixed Rent determined according to Section 2.1.

Demised Premises. 1.1.1 1.1 The Landlord shall let and the Tenant shall take for the Term (as defined in Clause 3) at the Base Rent (as defined in Clause 4), Service Charge (as defined in Clause 4), A&P Charges (as defined in Clause 4) and (where applicable) Additional Rent (as defined in Clause 4) and upon the covenants and conditions herein set out in respect of the premises as more particularly described in paragraph 1 of Schedule 1 and delineated and coloured red on the plan annexed hereto in Schedule 2 (for the purpose of identification only) (“Demised Premises” are composed of, among ”) with an area set out therein subject to the Landlord’s final survey (if any) being part of the Station as stated in paragraph 2 of Schedule 1 (“Station”) together with the right for the Tenant and others duly authorised by the Tenant in common with the Landlord and all others so authorised by the Landlord and all others so entitled thereto at all times during the Term for all purposes connected with the permitted use of the Demised Premises but not for any other purposes. 1.2 This letting is subject to the following rights of the Landlord and interestsSMRT and their respective authorised persons: (ai) All of to run the land more particularly identified on Exhibit A utilities and air-conditioning services (if any) and other services through the “Owned Land”), including all of the ski terrain located thereon and currently used conducting media in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereonDemised Premises; (bii) The Relocation Replacement to erect scaffolding for renovating, retrofitting, refurbishing, altering, repairing, cleaning or painting the Demised Premises even if the scaffolding temporarily restricts access to or the use and enjoyment of the Demised Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (eiii) From and after to enter the date on which, if at all, Landlord and Tenant execute Demised Premises according to the PCMR Demising Amendment, provisions of the PCMR PropertySub- Lease. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description AREA 2.1 The Area of the Demised Premises is deficient and/or incorrect and does not include described in paragraph 1 of Schedule 1. The Parties agree that: (i) before the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to Area of the Demised Premises is determined by the Surveyor, the Area shall be known as the Estimated Floor Area; and (even if such property interests are part ii) upon determination of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) Area of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall notby the Surveyor, subject all references to Tenant’s rights Area in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term this Lease shall be subject to Section 8.2 belowknown as the Agreed Floor Area.

Demised Premises. 1.1.1 The “Demised Premises” are composed of1.1. Sublessor hereby sublets to Sublessee, among other rights and interests: (a) All of the land more particularly identified on Exhibit A (the “Owned Land”)Sublessee hereby sublets and hires from Sublessor, including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required together with the non- exclusive right to expend any monies use the common areas of the Property and such other rights as are necessary or bring any legal actions desirable to provide Sublessee with respect substantially the same rights and benefits as have been generally afforded to any request under clause (y) and enjoyed by Sublessor prior to the extent such insufficiency is not a breach date hereof (including, without limitation, rights of Section 3.4 ingress and egress, parking consistent with past practice, and access to public and private utilities) for the sublease term hereinafter stated and for the Rent (as hereinafter defined) set forth herein, upon and subject to all of the Transaction Agreementterms and provisions hereinafter provided or incorporated in this Sublease by reference. 1.1.4 For the avoidance of doubt, 1.2. Sublessor shall deliver the Demised Premises on the Commencement Date free of debris and broom clean and Sublessee agrees to accept the Demised Premises on the Commencement Date (as hereinafter defined). Notwithstanding the foregoing, Sublessor shall not, subject use its continuous and diligent effort to Tenant’s rights in complete the Easements Properties, include (i) any portions of the Reserved Landlord Estate, Sublessor's work as more particularly described on Exhibit CA attached hereto (the "Sublessor's Work"). Sublessor shall be responsible for curing any ---------------- violation that results from or arises out of Sublessor's Work within a reasonable time of notice of such violation. Within 30 days after completion of the * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, which is hereby expressly excluded from AS AMENDED. Sublessor's Work and delivery of a certificate of occupancy to Sublessee, Sublessor shall submit to Sublessee a detailed invoice and proof of payment therefor for the Demised Premises cost of Sublessor's Work; provided, that Sublessor, Sublessee and reserved unto Landlord the architect (and/or its Affiliatescontractor) shall meet on a periodic basis or at such times as Sublessee may request to review the progress and the cost of Sublessor's Work, with the intent to monitor and (ii) any unused Density (as defined limit the cost of the Sublessor's Work not to exceed $42,000. Thereafter, in addition to the monthly installments of Rent due hereunder, Sublessee shall pay to Sublessor, in equal monthly installments, at the same time and in the Canyons SPA Development Agreement) appurtenant same manner that Rent is due hereunder, an amount sufficient to fully amortize the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above cost of the surfaceSublessor's Work over a five year period together with interest at a rate of 7% per annum on the outstanding balance of the cost of Sublessor's Work. Sublessee acknowledges and agrees that upon the termination of this Sublease as a result of its default hereunder or its election to terminate, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term Sublessee shall be subject obligated to Section 8.2 belowpay in full the then outstanding principal balance and accrued and unpaid interest for the cost of the Sublessor's Work.

Demised Premises. 1.1.1 The “1.1. Lessor hereby leases to Lessee, and Lessee hereby leases and hires from Lessor, the Demised Premises” are composed of, among as defined in Schedule B hereto, together with the non-exclusive right to use the common areas of the Property and such other rights as are necessary or desirable to provide Sublessee with substantially the same rights and interests: benefits as have been generally afforded to and enjoyed by the Defense Systems unit of Unisys Corporation (a"Defense Systems") All prior to the date hereof (▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ limitation, rights of ingress and egress, parking consistent with past practice or otherwise as set forth in the land more particularly identified on Exhibit A Rider attached to this Sublease, and access to public and private utilities) for the lease term hereinafter stated and for the Base Rent and Additional Rent (the “Owned Land”)both as hereinafter defined) set forth herein, including upon and subject to all of the ski terrain located thereon terms and currently used provisions hereinafter provided or incorporated in this Lease by reference. 1.2. Lessee agrees to accept the Demised Premises on the Commencement Date (as hereinafter defined) in its "as is" condition and Lessor shall not be obligated to perform any work or furnish any materials in, to or about the Demised Premises in order to prepare the Demised Premises for occupancy by Lessee or otherwise. Lessee hereby releases Lessor from any and all liability resulting from (i) any latent or patent defects in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Demised Premises, if any; (cii) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description failure of the Demised Premises is deficient and/or incorrect and does not include to comply with any legal requirements applicable thereto or (iii) the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part status of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added title to the Demised Premises, provided that Landlord shall the foregoing release of liability is not be required intended to expend limit or otherwise affect any monies liability that Lessor or bring any legal actions affiliate of Lessor may have to Lessee or any affiliate of Lessee which arises under any of the other terms and conditions of this Lease or under the terms and conditions of any other agreement. Lessee acknowledges that, except as expressly set forth herein or as expressly set forth in any separate document, Lessor has made no statements, representations, covenants or warranties with respect to (x) the condition or manner of construction of the Property or any request under clause improvements constructed in the Demised Premises, (y) to the extent such insufficiency is not a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, uses or purposes for which the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include may be lawfully occupied or (iz) any portions of encumbrances, covenants, restrictions or agreements affecting title to the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to Property or the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface. Lessee also agrees that, and all air rightsin executing this Lease, appurtenances and hereditaments pertaining to the sameit has not relied upon or been induced by any statements, but specifically exclude all mineralsrepresentations, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of covenants or extraction warranties of any minerals from the Demised Premises during the Term shall be subject to Section 8.2 belowperson other than those, if any, set forth expressly in this Lease or in any other separate agreements by or between Lessor and/or Lessee or any of their respective affiliates.

Demised Premises. 1.1.1 The “Sublessor, for and in consideration of the rents, covenants, agreements and stipulations hereinafter mentioned reserved and contained, to be paid, kept and performed by the Sublessee, by these presents does lease and Sublessor sublessee rent to the said Sublessee, and said Sublessee hereby agrees to lease and take upon the terms and conditions which hereinafter appear a portion of the Property identified on the Site Plan included herein as Exhibit 2 together with a non-exclusive right and easement to use all Common Areas which include but are not limited to, driveways, parking areas, landscaped areas, drainage easements and other facilities of the Demised Premises” are composed of, among other rights and interests: (a) All of the land more particularly identified on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) . The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only to the extent relating and/or appurtenant to the Resort Property), Demised Premises subject to this Lease Sublease (as shown on Exhibit 2) now consists of land and improvements including a building presently occupied by Schlotzsky’s (“the other Transaction DocumentsSchlotzsky’s Building”). If Sublessee desires the right to demolish the Schlotzsky’s Building and to construct a particular Appurtenance relates building, containing no more than 2,000 square feet and related improvements to or is appurtenant to both be used by Sublessee as a Bank Facility as shown on the Resort Property and the Reserved Landlord Estate and may not be clearly severed so Site Plan included herein as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to LandlordExhibit 2, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, subject to the terms of the Underlying Lease. Sublessor hereby grants Sublessee the right to demolish the existing Schlotzsky’s Building and current site improvements as included herein as Exhibit 2a, (“Existing Schlotzsky’s Site”) further provided that Sublessee complies with the requirements of the Underlying Lease and this Sublease. Sublessee acknowledges that its rights under this Lease and are subject to the other Transaction Documents. Each rights of Tenant and Landlord acknowledge and agree that TLK, LLC under its lease agreement with the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description Owners of the Demised Premises is deficient and/or incorrect Property and does not include it will take no actions to interfere with said lessee during the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or term of its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part lease agreement with Owners of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach of Section 3.4 of the Transaction AgreementProperty. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term shall be subject to Section 8.2 below.

Demised Premises. 1.1.1 The Commencing on the date that Landlord delivers to Tenant possession of the Expansion Space (the “Expansion Space Delivery Date”), with Landlord’s Work therein Substantially Complete (as set forth in Section 5 below), and continuing thereafter during the remainder of the Initial Term and the Extended Term (hereinafter collectively referred to as the “Term”) of the Lease, Section 1(A) of the Lease is hereby modified and amended to provide that the Demised Premises shall include the Expansion Space in addition to the Original Premises. Landlord does hereby lease unto Tenant, and Tenant does hereby take and rent from Landlord, commencing as of the Expansion Space Delivery Date, the Expansion Space pursuant to the Lease as hereby amended. Landlord shall provide Tenant with at least fifteen (15) days written notice prior to the Expansion Space Delivery Date. As of the Expansion Space Delivery Date, the Original Premises together with the Expansion Space shall for all purposes and provisions of the Lease collectively be referred to as the “Demised Premises” are composed ofor the “Premises” and shall be deemed to contain 20,916 rentable square feet, among other rights all as more particularly shown and interests:outlined on the drawing of said Demised Premises attached hereto as Exhibit “B” and made a part hereof. 2.1 Tenant agrees to execute and return to Landlord within fifteen (a15) All days of receipt a statement furnished by Landlord acknowledging Tenant’s acceptance of Landlord’s delivery of possession of the land more particularly identified on Exhibit A (Expansion Space and setting forth the “Owned Land”), including actual Expansion Space Delivery Date and commencement of all of Tenant’s covenants and obligations under the ski terrain located thereon Lease as to the Expansion Space, and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premiseschanges, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising Amendment, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute and deliver such further documents and instruments as may rental schedule set forth in Section 3 below. Said statement shall be reasonably necessary to confirm and vest similar in Tenant the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances (but only form to the extent relating and/or appurtenant to the Resort Property), subject to this Lease Certificate attached hereto as Exhibit “D” and the other Transaction Documents. If made a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms part of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction DocumentsAmendment. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(c) of the Transaction Agreement, if Landlord does not own such rights or property interests, then, without limiting any remedies Tenant may have under the Transaction Agreement, Landlord shall cooperate with Tenant and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The Demised Premises expressly include all airspace above the surface, and all air rights, appurtenances and hereditaments pertaining to the same, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant to the Demised Premises which are expressly reserved by and unto Landlord, provided, however, that Landlord’s access to, use of or extraction of any minerals from the Demised Premises during the Term shall be subject to Section 8.2 below.

Demised Premises. 1.1.1 The “Demised Premises” are composed of, among other rights and interests: (a) All of The Lessor hereby demises and leases unto Lessee, and Lessee does take on lease from the land more particularly identified on Exhibit A (the “Owned Land”), including all of the ski terrain located thereon and currently used in the operation of the Canyons Resort, together with all Improvements now or hereafter located thereon; (b) The Relocation Replacement Premises, if any; (c) The Appurtenances: (d) The Condominium Units, as more particularly identified on Exhibit B, in which the village and commercial lodging facilities at Silverado Lodge, Grand Summit Resort Hotel and Sundial Lodge are each located; and (e) From and after the date on which, if at all, Landlord and Tenant execute the PCMR Demising AmendmentLessor, the PCMR Property. 1.1.2 Landlord shall, if requested by Tenant, execute office space admeasuring 20490 (Twenty thousand four hundred and deliver such further documents and instruments as may be reasonably necessary to confirm and vest in Tenant ninety) square feet on the rights of Landlord in and to all Appurtenances, including any assignment of declarant rights, any notice of assignment of rights and any other similar instruments required to effectively grant Tenant the same rights of Landlord in, under and to such Appurtenances third floor (but only to the extent relating and/or appurtenant to the Resort Property), subject to this Lease and the other Transaction Documents. If a particular Appurtenance relates to or is appurtenant to both the Resort Property and the Reserved Landlord Estate and may not be clearly severed so as to allocate the rights appurtenant to the Resort Property to Tenant and the rights appurtenant to the Reserved Landlord Estate to Landlord, then Tenant and Landlord shall cooperate in good faith so as to provide both Tenant and Landlord with an equitable allocation of the benefits of such Appurtenances, subject, however, to the terms of this Lease and the other Transaction Documents. Each of Tenant and Landlord acknowledge and agree that the other Transaction Documents allocate in detail certain Appurtenances to Tenant, Landlord and/or their Affiliates. Nothing in this Section shall modify, alter or amend the terms of those Transaction Documents. 1.1.3 If at any time, Landlord or Tenant reasonably determines that the description of the Demised Premises is deficient and/or incorrect and does not include the rights and property interests intended to be leased to Tenant pursuant to the Transaction Agreement or that the Business Assets conveyed to Tenant do not comprise the rights and property interests intended to be conveyed to Tenant pursuant to the Transaction Agreement, then Landlord shall, (x) if Landlord or its Affiliate owns such rights or property interests, cause such rights to be conveyed to Tenant or added to the Demised Premises (even if such property interests are part of the Reserved Landlord Estate), and, (y) if requested by Tenant within the applicable survival period under Section 8.1(cSouth Side) of the Transaction Agreementbuilding situated at # 5. Software Unit Layout more fully described in Exhibit "C" hereunder and herein referred to as the "Demised Premises" together with easements, if Landlord does not own such rights or property interestsand advantages appurtenant thereof, thenfor setting up their office premises together with the right of the Lessee, without limiting any remedies Tenant may have under the Transaction Agreementits employees, Landlord shall cooperate with Tenant agents, contractors and undertake commercially reasonable efforts to cause such rights to be acknowledged or property interests to be conveyed to Tenant or leased by the applicable third-party to Tenant or otherwise added servants to the Demised Premises, provided that Landlord shall not be required to expend any monies or bring any legal actions with respect to any request under clause (y) to the extent such insufficiency is not a breach use of Section 3.4 of the Transaction Agreement. 1.1.4 For the avoidance of doubt, the Demised Premises shall not, subject to Tenant’s rights in the Easements Properties, include (i) any portions of the Reserved Landlord Estate, as more particularly described on Exhibit C, which is hereby expressly excluded from the Demised Premises and reserved unto Landlord and/or its Affiliates, and (ii) any unused Density (as defined in the Canyons SPA Development Agreement) appurtenant to the Demised Premises. 1.1.5 The (b) In consideration of the rent and security deposit to be paid on the part of the Lessee as provided in Section 4 and 5 hereunder respectively and of the covenants and conditions contained in the Exhibits annexed to this lease deed to be observed and performed by the parties hereto, the Lessor doth hereby grant and demise the Demised Premises expressly include all airspace above to the surface, Lessee for carrying out their business including using the Demised Premises for office under the name and all air rights, appurtenances and hereditaments title of M/▇. ▇▇▇▇▇▇ Software India Private Limited and/or any of the Lessee's subsidiaries/affiliates or any other entity belonging to the Lessee's group of companies pertaining to the samebusiness of Information Technology and/or Information Technology Enabled Services (ITES) initially for a term of twelve and half (12 1/2) months commencing from 1st March 2004 (hereinafter referred to as the COMMENCEMENT DATE). However, but specifically exclude all minerals, mineral rights, mineral interests, mining claims, water, water rights, water stock and interests appurtenant in the event the Lessee is desirous of taking lease of the demised premises prior to the Demised Premises which are expressly reserved by commencement date, the Lessor shall grant permission for the same and unto Landlordthe terms of this lease deed will commence from such prior date accordingly (hereinafter referred to as the PRIOR COMMENCEMENT DATE). In the case of happening of such an event, provided, however, that Landlord’s access to, use the occurrence of or extraction of any minerals from the Demised Premises during the Term prior commencement date shall be subject intimated by the Lessee to Section 8.2 belowthe Lessor in writing and/or in any other /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇ media such as facsimile or electronic-mail and the said prior commencement date is hereinafter agreed by both parties to be construed as the commencement date of this lease deed.