Common use of Extension Option Clause in Contracts

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for two (2) additional periods of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made.

Extension Option. Provided the original Tenant named herein (or an Affiliate a tenant pursuant to a Permitted Transfer) Transfer is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option (the “Extension Notice”) and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for two one (21) additional periods period of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate a tenant pursuant to a Permitted Transfer) Transfer and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term), provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine twelve (912) months and, except as provided in Exhibit E Section 2 below, no earlier than fifteen (15) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which Default exists at the time of giving such notice the Extension Notice or at the commencement of either the Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice the Extension Notice or at the time of commencement of an the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend the Extension Notice in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice the Extension Notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to timely give timely notice of the exercise of such option Extension Notice as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each the Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such the Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made.

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), SECTION 30.1 Tenant shall have the right and right, at its option (each, an "Extension Option"), to extend the initial Term of this Lease, for two the entire Premises (2as the same may have been increased), for one (1) additional periods of five extension term (5) years (each an “the "Extension Term”"). The right and option to so extend Extension Term shall commence on the term shall be personal to day following the Tenant executing this Lease Expiration Date (or an Affiliate pursuant to a Permitted Transferthe "Extension Term Commencement Date") and such right and option may not be assigned or transferred to any other party or entity. The first shall expire on the day preceding the fifth (5th) anniversary of the Fixed Expiration Date (the "Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First RefusalExpiration Date"), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend exercise the Extension Option unless all of the following conditions are satisfied on the date of the Extension Notice (as defined below) and on the Extension Term Commencement Date: (a) neither an Event of Default nor a monetary default (whether or not a notice has been sent) shall have occurred and be continuing under this Lease or under any other agreement between Landlord or an Affiliate of Landlord and Tenant or an Affiliate of Tenant; (b) the Original Tenant (or a permitted assignee, sublessor, successor or transferee pursuant to Section 13.9(b), but not any other assignee or successor tenant) shall occupy not less than eighty-five percent (85%) of the Useable Square Feet of the Premises; and (c) there shall not have occurred any material adverse change in the financial condition of Tenant from the condition described in the financial statements submitted by Tenant to Landlord in connection with this Lease; (d) Tenant's: on the date of this Lease, time being Lease and on the date of the essence last prior exercise of an Extension Option; (e) no default (after notice if required and expiration of any applicable cure period) by Tenant exists under any loan, debt, bank or similar facility or agreement; and (f) proof satisfactory to Landlord of the foregoing provisions. The Annual Base Rent payable during each shall have been delivered to Landlord together with the notice exercising such Extension Term Option. SECTION 30.2 No separate instrument of extension shall be an amount equal required for Tenant to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable exercise its Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth belowOption. If Tenant elects to extend this Lease for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay exercise such option by sending to Landlord written notice thereof (the Annual Base Rent payable for "Extension Notice") not less than ten(10) months prior to the year immediately preceding Expiration Date, and TIME SHALL BE OF THE ESSENCE with respect to the commencement giving of such the Extension Term until Notice. If Tenant shall send the Annual Base Rent Extension Notice within the time and in the manner in this Lease provided, this Lease shall be deemed extended for the Extension Term is determinedupon the terms, at which timecovenants and conditions in this Lease contained, an appropriate adjustment, if any, shall be madewith the exception of Fixed Rent.

Extension Option. Section 32.01 (a) Provided that at the original time of the exercise of the Extension Option (herein defined): (i) this Lease shall not have been terminated; (ii) Tenant named herein shall not be in monetary default or material non-monetary default under this Lease beyond any applicable notice and cure period; and (or an Affiliate pursuant to a Permitted Transferiii) Tenant is itself occupying not less than sixty in occupancy of at least seventy-five percent (6075%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement rentable area of the Extension Term (as defined herein)Premises that is being renewed, Tenant shall have the right and option (the “Extension Option”) to unconditionally extend the Term for Term, as it relates to all or any portion of the Premises that constitutes a contiguous block of two (2) additional periods full floors starting at the top or bottom of the Premises for either one five (5) years year period or one ten (each an 10) year period (but not both), commencing on the day after the Expiration Date and ending on the fifth (5th) anniversary or the tenth (10th) anniversary of the Expiration Date, as the case may be (the “Extension Extended Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give exercise the Extension Option by written notice to Landlord notice of Tenant’s exercise of such option by given no later than nine the date which is fifteen (915) months prior to the then scheduled expiration Expiration Date (TIME BEING OF THE ESSENCE as to such date) and once Tenant exercises the Extension Option, Tenant may not thereafter revoke such exercise. If any of the Original Term conditions set forth in clauses (or first Extension Term, as applicablei) through (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with iii) above are not fulfilled at the giving of notice or the passage of applicable time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, Option shall be null and void and of no further force or effect and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Leasefurther Extension Option. Landlord shall, time being within ten (10) business days after Landlord’s receipt of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of notice from Tenant exercising the Extension Term, Option give Tenant shall pay a notice specifying the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustmentreasons, if any, shall be madeLandlord is rejecting Tenant’s exercise of such Extension Option.

Extension Option. Provided (A) On the original Tenant named herein conditions (or an Affiliate pursuant which conditions Landlord may waive by written notice to a Permitted TransferTenant) is itself occupying not less than sixty percent (60%) of the entire Premises that at the time of giving its notice exercise of the option to exercise its option extend and at the commencement date of the Extension Term extension option period (as i) there exists no Event of Default (defined hereinin Section 7.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has neither assigned this Lease nor sublet the Premises (except for an assignment or subletting permitted under Section 5.6.1 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the option period as herein below set forth) for one (1) period of three (3) years as hereinafter set forth. The option period is sometimes herein referred to as the “Extended Term”. Notwithstanding any implication to the contrary Landlord has no obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of such option. (B) If Tenant desires to exercise its option to extend the Term for two (2) additional periods of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances then Tenant shall give Landlord notice of Tenant’s exercise of such option by no (“Exercise Notice”) to Landlord, not earlier than twelve (12) months nor later than nine (9) months prior to the then scheduled expiration of the Original then Term, exercising such option to extend. Promptly after Landlord’s receipt of the Exercise Notice, Landlord shall provide Landlord’s quotation to Tenant of a proposed annual rent for the Extended Term (“Landlord’s Rent Quotation”). If at the expiration of thirty (30) days after the date when Landlord provides such quotation to Tenant (the “Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of an annual rental for the Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the “Broker Determination”) of the Prevailing Market Rent (as defined in Exhibit E) for the Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit E. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the Extended Term shall be the greater of (a) 95% of the Prevailing Market Rent as determined by the Broker Determination or first Extension (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to the Extended Term. If Tenant does not timely request the Broker Determination, then Annual Fixed Rent during the Extended Term shall be equal to the greater of (a) Landlord’s Rent Quotation or (b) the Annual Fixed Rent in effect during the last twelve (12) month period of the Lease Term immediately prior to such Extended Term. (C) Upon the giving of the Exercise Notice by Tenant to Landlord exercising Tenant’s option to extend the Lease Term in accordance with the provisions of Section B above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the Extended Term as determined in the relevant manner set forth in this Section 8.20; and in such event all references herein to the Lease Term or the term of this Lease shall be construed as referring to the Lease Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Defaultso extended, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Defaultcontext clearly otherwise requires, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall the manner and within the time period provided aforesaid, the Lease Term (or first Extension Term, as applicable) shall hereof be extended upon for more than three (3) years after the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice expiration of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Original Lease Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made.

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend this Lease (the Term “Extension Option”) for two (2) one additional periods term of five (5) years (each an the “Extension TermPeriod”). The right , upon the terms and option to so extend conditions hereinafter set forth: (a) If the term shall be personal to Extension Option is exercised, then the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and Base Rent per annum for such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term Period (the “Original TermOption Rent”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent Rental Value (as defined hereinafter) for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension TermOption for such Extension Period. (b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b). (i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring twelve (12) months before the expiration of the initial Lease Term (but not before the date that is fifteen (15) months before the expiration of the initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Lease Term shall pay the Annual Base Rent payable be extended for the year immediately preceding Extension Period upon all of the commencement of such Extension Term until terms and conditions set forth in the Annual Lease, as amended, except that the Base Rent for the Extension Period shall be as provided in Section 51.1(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option. (c) It is understood and agreed that the Extension Option hereby granted is personal to Original Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant’s entire interest in this Lease. In the event of any assignment of this Lease or subletting of all of the Premises for a period ending in the last one hundred eighty (180) days of the Term is determinedthereof (other than to a Permitted Transferee), at which time, an appropriate adjustmentthe Extension Option shall automatically terminate and shall thereafter be null and void. (d) Tenant’s exercise of the Extension Option shall, if anyLandlord so elects in its absolute discretion, be ineffective in the event that (i) an Event of Default by Tenant remains uncured at the time of delivery of the Exercise Notice, or (ii) Tenant shall be madehave reduced the size of the Premises below one (1) full floor of the Building by agreement with Landlord or pursuant to an express right in this Lease.

Extension Option. Provided 40.01 Tenant shall have the original option (the "EXTENSION OPTION") to extend the term of this lease for a term (the "EXTENSION TERM") of five (5) years to commence on the date (the "EXTENSION TERM COMMENCEMENT DATE") next succeeding the Expiration Date and to expire on the date (the "EXTENSION TERM EXPIRATION DATE") which is the fifth (5th) anniversary of the Expiration Date, which Extension Option shall be exercised only by Tenant named herein giving to Landlord notice thereof (the "EXTENSION EXERCISE NOTICE") on or before the date (the "EXTENSION EXERCISE NOTICE DATE") which is eighteen (18) months prior to the Expiration Date, TIME BEING OF THE ESSENCE. 40.02 Notwithstanding anything contained in this lease to the contrary, Tenant shall not have the Extension Option if on the date Tenant gives to Landlord the Extension Exercise Notice, (a) this lease is not in full force and effect, or (b) an Event of Default exists. 40.03 In addition to the provisions of Section 40.02 above, and notwithstanding anything contained in this lease to the contrary, the Extension Option shall be deemed revoked, null and void, and of no further force or effect, and the Extension Exercise Notice (or purported Extension Exercise Notice) given in connection with Tenant's attempt to exercise the Extension Option shall be ineffective and void AB INITIO as an Affiliate pursuant Extension Exercise Notice, (a) if Tenant fails to a Permitted Transfergive the Extension Exercise Notice to Landlord on or before the Extension Exercise Notice Date (TIME BEING OF THE ESSENCE) is itself occupying not less than sixty percent in the manner hereinbefore provided, or (60%b) of the entire Premises if at the time of the giving its notice of the Extension Exercise Notice, this lease is not in full force and effect, or there exists an Event of Default, or (c) if the guarantors under any guaranty in respect of this lease or the demised premises fail to exercise its option duly execute, acknowledge and at deliver to Landlord within ten (10) days after Landlord's request therefor, an amendment to such guaranty, prepared by Landlord, which covers the commencement Extension Term, or (d) if prior to the Extension Term 108 Commencement Date, this lease or the term hereof has ended, expired or is not otherwise in full force and effect, or an Event of Default occurs. Notwithstanding anything contained in this lease which may be deemed to the contrary, if Tenant exercises the Extension Option, but prior to the Extension Term Commencement Date, this lease or the term hereof has ended, expired or is not otherwise in full force and effect as a result of any Event of Default, then, solely for the purposes of calculating the damages to which Landlord is entitled under Articles 25, 26 and 27 of this lease, the term of this lease shall be deemed to have been extended by the Extension Term, and the annual Extension Rent (as hereinafter defined) for the Extension Term shall be deemed to be the fixed rent in effect on the last day of the initial term of this lease, without taking into account any abatements thereof under Article 9 hereof or otherwise. 40.04 The Extension Term, if any, shall be upon, and subject to, all of the terms, covenants and conditions provided in this lease for the initial term hereof (including, without limitation, subsections 5.01(b) and 5.07(c)), except that: (a) any terms, covenants, or conditions hereof that are expressly or by their nature inapplicable to the Extension Term (including, without limitation, Articles 4, 39, this 40 and Exhibit G hereof) shall not apply during the Extension Term; and (b) the annual fixed rent payable by Tenant during the Extension Term (hereinafter referred to as the "EXTENSION RENT") shall, subject to adjustment as otherwise in this lease provided, be an amount equal to ninety-five (95%) percent of the fair market rental value of the Demised Premises, to be determined as provided in Sections 40.05 and 40.06 hereof and to be calculated as of the Extension Term (as defined herein), Tenant shall have Commencement Date on the right and option to extend basis of a new letting of the Demised Premises for the Extension Term for two (2) additional periods a term of five (5) years (each an “Extension Term”but taking into account the fact that the Base Tax Year and the Base Operational Year are not changed and taking into account the testimony and documentary evidence, and the facts and data, referred to in subsection 40.06(d) below). The right and option to so extend amount which equal the term shall be personal to fair market rental value of the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Demised Premises for the Extension Term is herein referred to commence immediately upon expiration as the "FMV AMOUNT." 40.05 The initial determination of the initial Term FMV Amount shall be made by Landlord. Landlord shall give notice (the “Original Term”a "RENT Notice") and the second Extension Term is to commence immediately upon expiration Tenant of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine proposed FMV Amount on or before the date which is three (93)) months prior to the then scheduled expiration Extension Term Commencement Date. The FMV Amount so determined by Landlord shall be deemed conclusive and binding upon Tenant unless on or before the date (the "DETERMINATION DATE") which is forty-five (45) days after Landlord gives to Tenant the Rent Notice (a) Tenant gives to Landlord notice (the "DISPUTE NOTICE") that Tenant disputes the FMV Amount so determined by Landlord, or (b) Landlord and Tenant agree in writing (which agreement (an "FMV AGREEMENT") shall be duly executed and delivered by Landlord and Tenant) upon the fixed rent for the Extension Term. If Tenant sends to Landlord a Dispute Notice within the time and in the manner hereinbefore provided, and if Landlord and Tenant fail to so agree upon the fixed rent for the Extension Term, the FMV Amount for the Extension Term shall be determined by arbitration pursuant to Section 40.06 below. 40.06 If Tenant gives to Landlord a Dispute Notice in respect of the Original FMV Amount so determined by Landlord as provided in Section 40.05 above, and Landlord and Tenant fail to execute and deliver an FMV Agreement on or before the Determination Date, then the FMV Amount for the Extension Term shall be determined by arbitration as follows: (a) Landlord and Tenant shall each appoint an arbitrator by written notice given to the other party hereto not later than thirty (30) days after the Determination Date, which arbitrators may then be regularly employed or engaged by Landlord and Tenant. If either Landlord or Tenant fail to appoint an arbitrator within such period of time and thereafter fail to do so by written notice given within a period of five (5) days after notice by the other party requesting the appointment of such arbitrator, then such arbitrator shall be appointed by the American Arbitration Association or its successor (the branch office of which is located in or closest to the City and State of New York), upon request of either Landlord or Tenant, as the case may be; (b) the two (2) arbitrators appointed as above provided shall attempt to reach an agreement as to the FMV Amount, and in the event that they are unable to do so within thirty (30) days after their joint appointment, then they shall appoint a third (3rd) arbitrator by written notice given to both Landlord and Tenant, and, if they fail to do so by written notice given within sixty (60) days after their appointment, such third (3rd) arbitrator shall be appointed as above provided for the appointment of an arbitrator in the event either party fails to do so. Such third (3rd) arbitrator shall not then be regularly employed or engaged by either Landlord or Tenant or any of their respective affiliates; (c) all of such arbitrators shall be New York State licensed real estate brokers having not less than ten (l0) years experience in representing owners or tenants in commercial leasing transactions in respect of first-class office buildings in midtown Manhattan; and (d) the arbitrators, selected as aforesaid, forthwith shall convene and render their decision in accordance with the then applicable rules of the American Arbitration Association or its successor, which decision shall be strictly limited to a determination of the FMV Amount (as defined in Section 40.04 above), within thirty (30) days after the appointment of the second (2nd) arbitrator or the third (3rd) arbitrator, as the case may be. The decision of such arbitrators shall be in writing. If the first two (2) arbitrators appointed as above provided reach an agreement as to the FMV Amount, said agreement shall be the decision of the arbitrators. If a third (3rd) arbitrator is appointed as above provided, then such third (3rd) arbitrator's decision shall be limited to selecting the determination of the FMV Amount made by either the first (1st) arbitrator or the second (2nd) arbitrator. Insofar as the same is in compliance with the provisions and conditions of this Article, the decision of the arbitrators shall be binding upon Landlord and Tenant. Duplicate original counterparts of such decision shall be sent forthwith by the arbitrators by certified mail, return receipt requested, to both Landlord and Tenant. The arbitrators, in arriving at their decision (including the third (3rd) arbitrator, notwithstanding the fact that the third (3rd) aribtrator's decision is limited as hereinbefore provided), shall be entitled to consider all testimony and documentary evidence that may be presented at any hearing, as well as facts and data which the arbitrators may discover by 110 investigation and inquiry outside such hearings. If, for any reason whatsoever, a written decision of the arbitrators shall not be rendered within thirty (30) days after the appointment of the third (3rd) arbitrator, then, at any time thereafter before such decision shall have been rendered, either party may apply to the Supreme Court of the State of New York or to any other court having jurisdiction and exercising the functions similar to those now exercised by such court, by action, proceeding or otherwise (but not by a new arbitration proceeding) as may be proper, to determine the question in dispute consistently with the provisions of this lease. The cost and expense of such arbitration, action, proceeding, or otherwise shall be borne equally by Landlord and Tenant, but Landlord and Tenant shall each pay their own attorneys' fees and disbursements and witnesses fees. 40.07 If Tenant gives to Landlord a Dispute Notice in respect of the FMV Amount so determined by Landlord as provided in Section 40.05, and the fixed rent for the Extension Term shall not be finally determined pursuant to the terms of Section 40.05 or 40.06 hereof on or before the Extension Term Commencement Date, then: (a) The annual fixed rent payable by Tenant during the Extension Term until the fixed rent for the Extension Term shall be so finally determined shall, subject to adjustment as herein provided, be equal to the annual fixed rent, Tax Payment and Operating Expense Payment in effect on the last day of the initial term of this lease, without taking into effect any abatement, offset or reduction (collectively, the "EXTENSION MINIMUM RENT"); and (b) If the fixed rent for the Extension Term, as applicablefinally determined pursuant to the terms of Section 40.06 hereof, shall be greater or less than the Extension Minimum Rent, then (i) the annual fixed rent payable by Tenant for the balance of the Extension Term shall be and become the fixed rent as so finally determined, and (except ii) if the fixed rent for the Extension Term, as otherwise provided so determined, shall be greater than the Extension Minimum Rent, Tenant shall, within twenty (20) days after Landlord's demand therefor, pay to Landlord an amount equal to the difference between (x) the sum of the actual fixed rent payments paid to Landlord during the Extension Term before such final determination and (y) the sum of the fixed rent payments that would have been payable by Tenant if the fixed rent for the Extension Term had been finally determined prior to the Extension Term Commencement Date; or if the fixed rent for the Extension Term, as so determined, shall be less than the Extension Minimum Rent, Landlord shall, within twenty (20) days after Tenant's demand therefor pay to Tenant an amount equal to the difference between the sum of the amount described in Section D below clause (x) above and the sum of the amount described in clause (y) above. If Landlord does not pay such difference within such twenty (20) day period and such failure continues for more than three (3) business days after notice from Tenant that same is overdue, then such difference shall be deducted from the next installment(s) of fixed rent and additional rent payable hereunder. 40.08 If, in accordance with respect to a simultaneous exercise and subject to, all of a Right the terms, covenants and conditions contained in this Article, the term of First Refusalthis lease is extended for the Extension Term, then "EXPIRATION DATE," as such term is used in this lease, shall mean the "EXTENSION TERM EXPIRATION DATE," and "TERM OF THIS LEASE" (and comparable words), and provided further that no Defaultshall mean the initial term of this lease, or event which with as extended by the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event Notwithstanding anything which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, may be null and void and of no further force and effect. Prior 111 contained in this lease to the exercise by Tenant of contrary, Landlord shall have no obligation or duty, nor shall Landlord be required, to make any such optionrepairs, installations, alterations or improvements to the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraphDemised Premises or any portion thereof (including, all the termswithout limitation, covenantspainting, conditionsfinishing, provisions and agreements in the Lease contained herein shall be applicable plastering or decorating), with respect to the Extension Term, except provided, however, that following nothing contained in this sentence shall affect Landlord's obligations to perform the second Extension Term there shall be no further extension termsrepairs that Landlord is expressly required to make under this lease. If Tenant shall give notice of its exercise of said option to extend Except as expressly set forth in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaidthis Article, Tenant shall not have no any option or right to extend or renew the Term term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be madelease.

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfera) is itself occupying not less than sixty percent (60%) Section 3.3 of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (Lease, as defined herein)heretofore amended, is hereby deleted. Tenant shall have the right and an option to extend the Term for two (2) an additional periods period of five (5) years upon all of the terms and conditions of this Lease, except that (each an “Extension Term”). The right and option to so extend i) the term Base Rent during the extension Term shall be personal to the Tenant executing this greater of (x) the Rent payable during the Lease Year immediately preceding the extension Term, and (or an Affiliate pursuant to a Permitted Transfery) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration the fair rental value of the initial Term Demised Premises at the date one (the “Original Term”1) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months year prior to the then scheduled expiration commencement of the Original Term extension Term; (or first Extension Term, as applicableii) (except as otherwise provided in Section D below with respect Landlord shall have no obligation to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of do any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided work in the following paragraph, all the terms, covenants, conditions, provisions Demised Premises or give any work allowance; and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term (iii) there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in beyond the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving expiration of such notice without the requirement of any further action on the part of either Landlord or extension Term. (b) Tenant. If Tenant shall fail to give timely ’s option may be exercised only by written notice of exercise given by Tenant to Landlord at least one (1) year prior to the expiration of the initial Term. Failure to so exercise within such period shall render any subsequent attempted exercise void and of such option as aforesaidno effect, any principles of law to the contrary notwithstanding. Tenant shall have no right to exercise its option to extend the Term of this LeaseTerm, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term and any attempted exercise shall be an amount equal to 100void and of no effect, if: (i) the named Tenant has assigned this Lease or has at any time subleased, in the aggregate, more than 50% of the Fair Market Rent for Demised Premises to any party other than an Affiliate; or (ii) Tenant shall be in default hereunder and such default shall not have been cured at the Premises as time of the commencement date attempted exercise or, if such default occurs after Tenant’s attempted exercise of the applicable Extension option, at the time of the proposed commencement of the extension Term. The Fair Market Rent . (c) In the event that, prior to the date six (6) months before the commencement of the extension Term, the parties have not agreed upon the fair rental value of the Demised Premises pursuant to subparagraph 4(a) herein, such value shall be determined by arbitration in accordance Westport, CT before a single arbitrator as follows: (i) Landlord and Tenant shall have ten (10) days within which to select one (1) mutually agreeable arbitrator. If Landlord and Tenant fail to agree on one (1) arbitrator within the ten (10) day period, either party may promptly request the American Arbitration Association to appoint an arbitrator for the matter, and said Association’s selection shall be binding upon Landlord and Tenant. Said Association shall appoint as arbitrator an individual with the provisions set forth below. If for any reason following qualifications: not less than ten (10) years’ experience in the Annual Base Rent payable during an Extension Term valuation of commercial rental properties in southern Fairfield County; and has not never been determined as a direct or indirect employee or agent of either Landlord or Tenant. (ii) Landlord and Tenant shall each submit to the arbitrator, in writing, a good faith determination of the commencement fair rental value of the Demised Premises. (iii) The arbitrator selected must choose either Landlord’s or Tenant’s good faith determination of the fair rental value of the Demised Premises, and the arbitrator’s choice shall be final and binding upon the parties. In determining the fair rental value of the Demised Premises and which of Landlord’s or Tenant’s determinations to select, the arbitrator shall consider all relevant factors. From the date of appointment, the Extension Term, Tenant arbitrator shall pay have 30 days within which to render a decision as to the Annual Base Rent payable fair rental value of the Demised Premises. The determination of fair rental value by the arbitrator shall be binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall determine the liability of the parties for the year immediately preceding costs of the commencement of such Extension Term until arbitration and may allocate counsel fees, witness fees and other costs between the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be madeparties.

Extension Option. Provided that no Default or Event of Default then exists, either on the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of date that Borrower delivers the Extension Term Notice (as defined herein)hereinafter defined) or on the Initial Funding Termination Date, Tenant Borrower shall have the right and option to extend the Term for two (2) additional periods of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original TermExtension Option”) to extend both the Funding Period and the second Extension Term is to commence immediately upon expiration term of this Agreement for one additional 12-month period commencing on the Initial Funding Termination Date and the Initial Maturity Date, respectively, such that the Funding Period shall end on the Extended Funding Termination Date and the final payment of the first Extension Termunpaid principal balance of the Note, provided that both instances Tenant if not sooner declared to be due in accordance with the terms hereof, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Extended Maturity Date, upon and subject to the following terms, provisions and conditions: (a) Borrower shall give Landlord written notice (the “Extension Notice”) to Lender of TenantBorrower’s election to exercise of such option by no later the Extension Option not less than nine thirty (930) months days prior to the then scheduled expiration of the Original Term (or first Extension TermInitial Funding Termination Date, as applicable) (except as otherwise provided in Section D below with respect to accompanied by a simultaneous exercise of a Right of First Refusal), Financial Reporting and provided further that no Default, or event which Compliance Certificate demonstrating compliance with the giving terms of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term this Agreement; (b) there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend material adverse change in the manner financial condition or business of Borrower, Holdings or Servicer, in any financial information provided by Borrower, Holdings or Servicer to Lender, or in Borrower’s Loan Portfolio taken as a whole; and (c) except as expressly provided to the contrary in this Agreement, all of the other terms, provisions and within the time period provided aforesaidconditions of this Agreement, the Term (or first Extension Term, as applicable) shall be extended upon Note and the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined Credit Documents remain in full force and effect in accordance with their respective terms, including without limitation, the provisions set forth below. If for any reason obligation to make monthly payments of interest at the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be madethen applicable Interest Rate.

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), A. Tenant shall have the right and option to extend the Term for two (2) additional periods of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this LeaseLease for one (1) additional five (5) year period, such right of Tenant to be conditioned upon this Lease at the time of election being in full force and effect and Tenant not then being in default under this Lease beyond any applicable notice and cure period, such extension period to commence upon the expiration of the essence original Term of this Lease. B. Tenant’s right of extension shall be exercised, if at all, by written notice to Landlord given at least twelve (12) months prior to the expiration of the foregoing provisionsoriginal Term of this Lease. The Annual Base Rent payable during each Extension Term If a notice is given in compliance with the provisions hereof, this Lease shall, thereupon, be extended, subject to the terms of this paragraph, without the need for any further instrument to be executed (but either party shall execute such a confirmatory instrument upon the request of the other); and if no such notice is given, Tenant’s right of extension shall be an amount equal to 100% null and void. All of the Fair Market Rent for the Premises as terms, conditions and provisions of this Lease shall be applicable to any extension of the commencement Term hereof, as if the termination date of the applicable Extension extension period were the date originally set forth herein for the expiration of the Term. The , except that (i) the exercised right of extension shall be of no further force or effect, so that there shall be no further right of extension with respect thereto, (ii) the Base Rent during the extension period shall be the “Fair Market Rent Rent” (as hereinafter defined) and (iii) the Base Year shall be determined the calendar year in accordance with which the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be madebegins.

Extension Option. Provided A. Subject to the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) provisions of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein)Paragraph 57B below, Tenant Lessee shall have the right and option each month following the Termination Date to extend the Term for two (2each, an Extension Option") additional periods of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (with respect to either or both of the Laboratory Area and/or the Administrative Area, including any common areas) on a month-to-month basis (each such month, an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity"Extension Term"). The first Each Extension Term is to shall commence immediately upon either the next day following the Termination Date or the upon the next day following expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first then-current Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in until the Lease contained herein shall be applicable is terminated by either Party pursuant to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term Section 57.A.(3). (or first Extension Term, as applicable1) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Basic Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason outlined in Section 6 of the Annual Base Rent payable Reference Page and may only be adjusted by mutual written agreement between both parties. (2) The CAM Payments during an each Extension Term has not been determined as shall be in accordance with the provisions outlined in Section 23 (Additional Rent) of the commencement date of the Lease and may only be adjusted by mutual written agreement between both parties. (3) During each Extension Term, Tenant all terms and conditions of the Lease with respect to the Laboratory Area and/or Administrative Area, as applicable, shall pay remain in full force and effect, except that Lessee may terminate the Annual Base Rent payable Lease by providing Lessor with at least sixty (60) days written notice prior to the desired termination date and Lessor may terminate the Lease by providing Lessee with at least one hundred and twenty (120) days written notice prior to the desired termination date. B. The exercise by Lessee of each Extension Option shall be conditioned upon and subject to each of the following: (1) Lessee shall notify Lessor in writing of its exercise of its initial Extension Option at least thirty (30) days prior to the Termination Date; provided, that Lessee shall be deemed to automatically exercise its Extension Option for each subsequent Extension Term unless Lessee or Lessor has provided notice of termination in accordance with Section 57(A)(3) above. (2) At the year immediately preceding time Lessor receives ▇▇▇▇▇▇'s notice as provided for in (B)(l) above and at the Termination Date and at the commencement of such each subsequent Extension Term until Term, Lessee shall not be in default under the Annual Base Rent for terms or provisions of this Lease and Lessee shall not have subleased or assigned any portion of the Extension Term is determined, at which time, an appropriate adjustment, if any, Demised Premises. (3) Lessee shall be made.have no further extension option other than as set forth in this Section

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfera) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise Lessee acknowledges that its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for two (2) additional periods of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this LeaseLease as provided in this Section 2.2 (the "Extension Option") for a term of five (5) additional years (unless sooner terminated as hereinafter provided) (the "Extension Term"), time being is subject to prior rights of Lifeline Systems, Inc., Endogen, Incorporated, and Pathology Services, Inc. (collectively, the "Offerees") to lease the Premises upon the expiration of the essence Initial Term. Lessor shall give written notice of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% availability for lease of the Fair Market Rent Premises upon the expiration of the Initial Term to each of the Offerees prior to the commencement of the last Lease Year of the Initial Term, offering to lease the Premises upon the terms set forth in Lessor's written offer. After Lessor receives the response of all of the Offerees (or if no response is received by Lessor within the time provided therefor), Lessor shall give written notice (the "Availability Notice") to Lessee of whether the Premises are available to Lessee for the Premises as exercise of its Extension Option. Lessor shall give the Availability Notice to Lessee not later than the first day of the commencement date fifth Lease Year. (b) Provided that (x) none of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with Offerees accepts Lessor's offer to lease the provisions set forth below. If for any reason Premises upon the Annual Base Rent payable during an Extension Term has not been determined as expiration of the commencement date Initial Term, and (y) no "Event of Default" (as defined in Section 14.1 below) has occurred prior to the day on which Lessor gives the Availability Notice or prior to the first day of the Extension Term, Tenant and (z) the Lessee named herein is actually occupying the entire Premises as of each of the dates described in the preceding clause (y), Lessee shall pay have the Annual Base Rent payable for option to exercise the year immediately preceding Extension Option by giving written notice thereof ("Lessee's Exercise Notice") to Lessor within two (2) months after Lessor gives the commencement Availability Notice to Lessee. If Lessee gives Lessee's Exercise Notice to Lessor within such 2-month period, then (subject to the rescission of such Extension Lessee's Exercise Notice as provided in Section 3.3 below), the Lease Term until the Annual Base Rent shall be extended for the Extension Term is determined, at which subject to all the terms of this Lease except for the change in Basic Rent as provided in Section 3.2(c) of this Lease. If Lessee fails to give such notice to Lessor within such time, an appropriate adjustment, if any, Lessee shall be madedeemed to have waived the right to exercise the Extension Option. (c) Lessor agrees from and after the date of this Lease not to grant to any third party any right to lease all or any portion of the Premises upon the expiration of the Initial Term which right would be superior to the Extension Option granted in this Section 2.2 to Tenant.

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant Borrower shall have the right and option right, at its option, to extend the Term for two (2) additional periods of five twelve (512) years months each (the date to which the Term is extended pursuant to each an exercised option being the “Extended Maturity Date”) by giving notice of each such extension to Lender at least thirty (30) days, and not more than ninety (90) days, prior to the originally scheduled Stated Maturity Date, in the case of the first extension option, and prior to the first Extended Maturity Date in the case of the second extension option. Upon receipt of such request to extend the Term (individually and collectively as the context may require, the “Extension Term”). The right and option , Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extend extended, which extension will be granted upon the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration satisfaction of the initial Term following conditions: (the “Original Term”a) and the second Extension Term no Event of Default exists, is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (pending or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists has been threatened at the time of giving such notice or at request is made and on the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (originally scheduled Stated Maturity Date or first Extension TermExtended Maturity Date, as applicablethe case may be; (b) shall be extended upon Borrower delivers to Lender an Officer’s Certificate confirming the giving accuracy of such notice without the requirement information contained in clause (a) above and remaking, as of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice date of the exercise of such the applicable extension option as aforesaid, Tenant shall have no right to extend and the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as date of the commencement date of the applicable Extension Term. The Fair Market Rent , each of the representations and warranties in Article 4 below; (c) Borrower pays to Lender (i) for the first extension option so exercised by Borrower concurrently with the request to so extend the Term, an extension fee in an amount equal to 0.25% of the outstanding Principal balance of the Loan; and (ii) for the second extension option so exercised by Borrower concurrently with the request to so extend the Term, an extension fee in an amount equal to 0.50% of the outstanding Principal balance of the Loan; (d) as of the date of Borrower’s notice exercising its option to extend for the Extension Term and on the commencement of the applicable Extension Term, no material adverse change shall have occurred with respect to market conditions or to the condition, financial or otherwise, business operations, assets, liabilities or prospects of the Properties, collectively, Borrower or Guarantor (a “Material Adverse Change”), as determined by Lender in its reasonable discretion; (e) as of the date of Borrower’s notice exercising its option to extend for the applicable Extension Term and on the originally scheduled Stated Maturity Date, the Debt Yield is at least 9.00%; provided that Borrower may, at its option, prepay the Principal in an amount necessary to achieve the Debt Yield required hereunder, subject to the payment of any applicable Exit Fee which may be determined required in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined terms and conditions of Section 2.4.3 of this Agreement; (f) as of the commencement date of Borrower’s notice exercising its option to extend for the applicable Extension Term and on the originally scheduled Stated Maturity Date, the Debt Service Coverage Ratio, based upon a debt service constant (for a loan amortizing at the rate for the applicable Extension Term), Tenant shall pay be equal to at least 1.25:1.00; provided that Borrower may, at its option, prepay the Annual Base Rent payable Principal in an amount necessary to achieve the Debt Service Coverage Ratio required hereunder, subject to the payment of any applicable Exit Fee which may be required in accordance with the terms and conditions of Section 2.4.3 of this Agreement; (g) as of the date of Borrower’s notice exercising its option to extend for the year immediately preceding the commencement of such applicable Extension Term until and on the Annual Base Rent originally scheduled Stated Maturity Date, the Loan-to-Value Ratio shall not exceed seventy-five percent (75.0%); provided that Borrower may, at its option, prepay the Principal in an amount necessary to achieve the Loan-to-Value Ratio required hereunder, subject to the payment of any applicable Exit Fee which may be required in accordance with the terms and conditions of Section 2.4.3 of this Agreement; (h) Borrower shall execute or cause the execution of all documents reasonably required by Lender to effect the exercise of the option to extend for the Extension Term is determinedand shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; (i) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with the option to extend for the Extension Term; (j) on or prior to the originally scheduled Stated Maturity Date, in the case of the first extension option, and on or prior to the first Extended Maturity Date, in the case of the second extension option, Borrower extends the term of the Interest Rate Cap Agreement to a date not earlier than the applicable Extended Maturity Date, and which timeextension or new agreement is on the same terms set forth in Section 2.7.1 and has the effect of capping LIBOR at a percentage per annum on a notational principal amount not less than the maximum principal amount of the Loan, an appropriate adjustmentwhich percentage would result in a minimum Debt Service Coverage Ratio of 1.10:1 (based on Debt Service at the LIBOR Cap and Underwritten Net Cash Flow); and (k) Borrower shall have executed and delivered to Lender such other certificates, documents or instruments as Lender may reasonably require, and shall have provided to Lender such other information or materials reasonably required by Lender (or, if applicable, any Rating Agency), in each case, in connection with the exercise of the option to extend the Loan for the Extension Term. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder, and Lender shall refund to Borrower the amount of the extension fee actually paid by Borrower to Lender, if any, shall be madepursuant to clause (c) of this Section 2.9, less Lender’s reasonable out-of-pocket costs and expenses due pursuant to clause (i) of this Section 2.9.

Extension Option. Provided the original Landlord and Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), agree that Tenant shall have the right and option to extend the Lease Term (the “Extension Option”) for two one (21) additional periods period of five (5) years following expiration of the Initial Term on May 31,2030 (each an the “Extension Term”). The right and ) in accordance with the following: i. Tenant may not exercise the Extension Option unless, on the date when such option to so extend the term shall be personal to the Tenant executing is exercised, (a) this Lease is in full force and effect, (or an Affiliate pursuant to a Permitted Transferb) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration no Event of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal)Default, and provided further that no Defaultevent which, or event which with the giving of notice or the passage of time, or both, would constitute a Defaultan Event of Default has occurred and is continuing, unless and (c) Tenant has not previously exercised its Termination Option as set forth in Section 2.e of this Sixth Amendment; ii. Tenant shall exercise the same is cured within the applicable cure period Extension Option by giving Landlord written notice to such effect (which exists at the time of giving such notice or at the commencement of either Extension Termshall be irrevocable) no later than May 31, 2029. If a Default, or event which with Upon the giving of such notice, this Lease shall be deemed to be extended for the period of the Extension Term without the execution of any further instrument (although either Party may request an amendment to the Lease to reflect such extension and the terms thereof, in which case both Parties will in good faith negotiate and execute such an amendment). The failure to give such notice or the passage of time, or both, would by such date shall constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise waiver by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in right to extend the Lease contained herein Term; and iii. The provisions of the Lease (as modified and/or amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and this Sixth Amendment) shall be applicable to remain in full force and effect during the Extension Term, except that following (a) the second Extension Lease Term there shall will be no further extension terms. If Tenant shall give notice extended by the period of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first such Extension Term, as applicable(b) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determinedshall increase by two percent (2.0%) per annum as set forth in Section 2.c of this Sixth Amendment, at which time(c) Tenant shall have no further right to renew the Term, an appropriate adjustment, if any, and (d) Tenant’s Termination Option as set forth in Section 2.e of the Sixth Amendment shall be madedeemed to have been relinquished and waived by Tenant and shall no longer be exercisable or effective.

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) Section 37 of the entire Premises at Lease is amended by deleting the time of giving its notice to exercise its option first paragraph thereof and at substituting therefor the commencement of the Extension Term (as defined herein), following: “Tenant shall have the right and option (the “Extension Option”) to extend the Term of this Lease for two (2) additional periods of five (5) years each with respect to all of the Premises or with respect to only the portion of the Premises located on the third (each an “3rd) floor of the Building consisting of 33,224 rentable square feet. Tenant’s right to exercise its Extension Term”). The right and option to so extend Option is conditioned upon (a) no Default of Tenant existing on the term shall be personal to date of exercise or the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first date the Extension Term is to commence immediately upon expiration commence, (b) this Lease being in full force and effect and (c) Monotype Imaging Holdings Inc. (or Affiliate to whom the Lease has been assigned pursuant to Section 9.2 of the initial Term (Lease) occupying no less than 50% of the “Original Term”) Premises from the New Premises Commencement Date on the date of its exercise of such Extension Option and the second date on which the Extension Term is to commence immediately upon expiration commence. If Tenant exercises its Extension Option, then the portion of the first Term preceding the originally scheduled Termination Date shall be referred to as the “Initial Term,” and the portion of the Term from and after the originally scheduled Termination Date shall be referred to as the “Extension Term, provided that both instances Tenant .” The Extension Term shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless be upon all the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions covenants and agreements in conditions as the Lease contained herein shall be applicable to the Extension Initial Term, except (i) as to Annual Rent and Monthly Installment of Rent, which shall be determined as set forth in Section 37.2, and (ii) that following on the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, term Tenant shall have no right further extension rights unless otherwise expressly provided herein or hereafter agreed to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be madewriting by Landlord.”

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall continue to have the right and one (1) option to extend the New Term for two one (21) additional periods period of five (5) years years, on the same terms, covenants and conditions as provided for in the Lease, except for the Monthly Base Rent, which shall initially be equal to the “Fair Market Rental Value” for the Premises for the option term as defined and determined in accordance with the provisions of Article 51 of the Lease; provided, however, the Extension Option must be exercised, if at all, by written notice (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original TermNotice”) delivered by Tenant to Landlord no sooner than that date which is twelve (12) months and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than that date which is nine (9) months prior to the then scheduled expiration of the Original Term New Term. The Extension Option shall, at Landlord’s sole option, not be deemed to be properly exercised if, at the time the Extension Option is exercised or on the scheduled commencement date for the Option Term, Tenant has (a) committed an uncured event of default whose cure period has expired pursuant to Section 22 of the Lease (or first Extension Termif Tenant would be in default but for the passage of time, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or both), (b) except for an assignment to an Affiliate, assigned the passage of timeLease or its interest therein, or both(c) except for a sublease to an Affiliate, would constitute a Defaultsublet all or any portion of the New Premises’ total rentable square feet of the Premises. Provided Tenant has properly and timely exercised the Extension Option, unless the same is cured within New Term of the applicable cure period which exists at Lease shall be extended by the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Option Term, Tenant’s exercise and all terms, covenants and conditions of such option shall, at the option of Landlord, be null Lease shall remain unmodified and void and of no further in full force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term Monthly Base Rent shall be as set forth above, and except that there shall be no further remaining Extension Options. Landlord and Tenant hereby acknowledge and agree that, except as provided in this Section 11, any and all provisions of the Lease providing for an extension terms. If Tenant shall give notice or renewal of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaidLease, are hereby deleted in their entirety and Tenant shall have has no right further options to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension New Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made.

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfera) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and one (1) option to extend the Term for two an extension term of one (21) additional periods of five year (5) years (each an the “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenantthat, at Landlord’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Termoption, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of for the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be void if an amount equal to 100% Event of Default of Tenant, has occurred and is continuing hereunder, both on the Fair Market Rent for date the Premises Extension Notice (as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth defined below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of ) is given and on the commencement date of the Extension Term. Subject to Tenant’s rights pursuant to Section 14.1, any extension of the Term shall be applicable to the entire Premises at the time. If Tenant fails timely to exercise the extension option granted hereby, Tenant shall pay have no further extension rights hereunder. Tenant may exercise such extension option by written notice (an “Extension Notice”) to Landlord not less than six (6) months prior to the Annual Base Rent payable expiration of the Term. If Tenant properly exercises its option hereunder, this Lease and the Term hereof shall automatically be extended for one (1) year without the necessity for the year immediately preceding execution of any other instrument in confirmation thereof, but, upon request by either party, the commencement parties shall execute an agreement acknowledging the extension of such the Term. (b) Such extension shall be upon all of the same terms, covenants, and conditions contained in this Lease, except that (a) Tenant shall have no further right to extend the Term beyond the Extension Term until Term, (b) the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be madeat the rate set forth in Section 1.1(e)(iii), and (c) Landlord shall have no obligation to make or pay for any improvements to the Premises or to pay any allowances or inducements of any kind.

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant The Borrower shall have the right right, exercisable one time for the revolving facility and option one time for the Term Loans, to request that the Administrative Agent and the Revolving Lenders agree to extend the Revolving Termination Date or the Term Loan Maturity Date, or both, by one year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least thirty (30) days but not more than one hundred eighty (180) days prior to the current Revolving Termination Date or Term Loan Maturity Date, as applicable, a written request for two such extension (2) additional periods of five (5) years (each an “Extension TermRequest”). The right and option to so extend Administrative Agent shall notify the term shall be personal to the Tenant executing this Lease (Revolving Lenders or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension TermLoan Lenders, as applicable) (except as otherwise provided in Section D below with respect , if it receives an Extension Request promptly upon receipt thereof. Subject to a simultaneous exercise satisfaction of a Right of First Refusal)the following conditions, and provided further that no Default, or event which with the giving of notice Revolving Termination Date or the passage of timeTerm Loan Maturity Date, or both, would constitute shall be extended for one year from the then current Revolving Termination Date or Term Loan Maturity Date, as applicable, effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a Defaultparty, unless shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise force and effect as if made on and as of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior date except to the exercise extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by Tenant materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and (y) the Borrower shall have paid the Fees payable under Section 3.5(e) and/or (f), as applicable. At any time prior to the effectiveness of any such optionextension, upon the Administrative Agent’s request, the expression “Term” Borrower shall mean deliver to the Original Term. Except as expressly otherwise provided Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the following paragraph, all immediately preceding clauses (x)(A) and (x)(B). The Administrative Agent shall promptly notify the terms, covenants, conditions, provisions Borrower once the foregoing conditions have been satisfied and agreements in of the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension new Revolving Termination Date and/or Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension TermLoan Maturity Date, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made.

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), 2.3.1 Tenant shall have the right and option to extend the Term for two one (21) additional periods period of five (5) years (each an the “Extension Term”). The right and option to so extend ) commencing upon the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial original Term referred to in Section 2.2 (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term), provided that both instances Tenant shall give Landlord written notice of Tenant▇▇▇▇▇▇’s irrevocable exercise of such option by no later than at least nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect the same may have been extended to a simultaneous exercise of a Right of First Refusal)date, and provided further that no Default, or event which with at both the time of the giving of such notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists and at the time of giving such notice or at the commencement of either the Extension Term. If a Default, or event which with : (a) the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further Lease is in full force and effect, (b) Tenant is not in default, beyond applicable notice and cure periods, in the performance or observance of any of the terms and provisions of this Lease on the part of the Tenant to be performed or observed, (c) Tenant has neither assigned the Lease nor sublet all or a portion of the Premises (other than as part of a Permitted Transfer (as such term is hereinafter defined)), and (d) Tenant is occupying the entire Premises (other than any portion of the Premises occupied by a subtenant or assignee pursuant to a Permitted Transfer). Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term, and after the exercise by Tenant of such option, the expression “Term” shall mean the Original Term as it has been extended by the Extension Term. Except as expressly otherwise provided in the following paragraph, all All the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following (i) Landlord shall not be obligated to undertake any Landlord Work or leasehold improvements or otherwise prepare the second Extension Term there Premises for Tenant or provide any tenant allowance to Tenant, (ii) the Annual Base Rent shall be as set forth below, and (iii) in no further extension terms. If event shall Tenant shall give notice of its exercise of said option to extend in have the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made.more than one (1)

Extension Option. Provided 41.01 Tenant shall have the original option (the "Extension Option") to extend the term of this lease for a term (the "Extension Term") of five (5) years to commence on the date (the "Extension Term Commencement Date") next succeeding the Expiration Date and to expire on the date (the "Extension Term Expiration Date") which is the fifth (5th) anniversary of the Expiration Date, which Extension Option shall be exercised only by Tenant named herein giving to Landlord notice thereof (the "Extension Exercise Notice") on or before the date (the "Extension Exercise Notice Date") which is twelve (12) months prior to the Expiration Date, TIME BEING OF THE ESSENCE. 41.02 Notwithstanding anything contained in this lease to the contrary, Tenant shall not have the Extension Option if on the date Tenant gives to Landlord the Extension Exercise Notice or on the Extension Term Commencement Date, (a) this lease is not in full force and effect, or (b) an Event of Termination exists. 41.03 In addition to the provisions of Section 40.02 above, and notwithstanding anything contained in this lease to the contrary, the Extension Option shall be deemed revoked, null and void, and of no further force or effect, and the Extension Exercise Notice (or purported Extension Exercise Notice) given in connection with Tenant's attempt to exercise the Extension Option shall be ineffective and void ab initio as an Affiliate pursuant Extension Exercise Notice: (a) if Tenant fails to a Permitted Transfergive the Extension Exercise Notice to Landlord on or before the Extension Exercise Notice Date (TIME BEING OF THE ESSENCE) is itself occupying not less than sixty percent in the manner hereinbefore provided, or (60%b) of the entire Premises if at the time of the giving its notice of the Extension Exercise Notice, this lease is not in full force and effect, or there exists an Event of Termination, or (c) if prior to exercise its option the Extension Term Commencement Date, this lease or the term hereof has ended, expired or is not otherwise in full force and at effect. Notwithstanding anything contained in this lease which may be deemed to the commencement contrary, if Tenant exercises the Extension Option, but prior to the Extension Term Commencement Date, this lease or the term hereof has ended, expired or is not otherwise in full force and effect as a result of any Event of Default, then, solely for the purposes of calculating the damages to which Landlord is entitled under Articles 25, 26 and 27 of this lease, the term of this lease shall be deemed to have been extended by the Extension Term, and the annual Extension Rent (as hereinafter defined) for the Extension Term shall be deemed to be the fixed rent in effect on the last day of the initial term of this lease, without taking into account any abatements thereof under Article 22 hereof or otherwise. 41.04 The Extension Term, if any, shall be upon, and subject to, all of the terms, covenants and conditions provided in this lease for the initial term hereof (including, without limitation, subsections 5.01(b) and 5.07(c)), except that: (a) any terms, covenants, or conditions hereof that are expressly or by their nature inapplicable to the Extension Term (including, without limitation, Article 4 and this Article 40,) shall not apply during the Extension Term; and (b) the annual fixed rent payable by Tenant during the Extension Term (hereinafter referred to as the "Extension Rent") shall, subject to adjustment as otherwise in this lease provided, be an amount equal to the greater (i) the fair market rental value for the Demised Premises determined as of the date occurring six (6) months prior to the Commencement Date of the Extension Term (such date is hereinafter called the "FMV Determination Date") and which determination shall be made within a reasonable period of time after the occurrence of the FMV Determination Date pursuant to the provisions of Section 41.06(d) hereof, or (ii) the product obtained by multiplying the rentable square foot area of the Demised Premises by the fixed rent and additional rent payable by Tenant to Landlord pursuant to Article 5 hereof for the last month of the initial term of this Lease on an annualized basis (including the most recent rate of additional rent calculated on a monthly basis payable pursuant to Article 5 hereof) with respect to the Demised Premises (without giving effect to any abatements, set offs or concessions then in effect) determined on a per rentable square foot basis. The fair market rental value shall be calculated as defined herein), Tenant shall have of the right and option to extend Extension Term Commencement Date on the basis of a new letting of the Demised Premises for the Extension Term for two (2) additional periods a term of five (5) years (each an “Extension Term”but taking into account the fact that the Base Tax Year and the Base Operational Year are not changed). The right and option to so extend amount which equals the term shall be personal to fair market rental value of the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Demised Premises for the Extension Term is herein referred to commence immediately upon expiration as the "FMV Amount." 41.05 The initial determination of the initial Term FMV Amount shall be made by Landlord. Landlord shall give notice (the “Original Term”a "Rent Notice") and the second Extension Term is to commence immediately upon expiration Tenant of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine proposed FMV Amount on or before the date which is six (96) months prior to the then scheduled expiration of Extension Term Commencement Date. The FMV Amount so determined by Landlord shall be deemed conclusive and binding upon Tenant unless on or before the Original Term date (or first Extension Termthe "FMV Dispute Outside Date") which is thirty (30) days after Landlord gives to Tenant the Rent Notice, as applicable(a) Tenant gives to Landlord notice (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further the "Dispute Notice") that no DefaultTenant disputes the FMV Amount so determined by Landlord, or event (b) Landlord and Tenant agree in writing (which with agreement (an "FMV Agreement") shall be duly executed and delivered by Landlord and Tenant) upon the giving of notice or fixed rent for the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If Tenant sends to Landlord a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at Dispute Notice within the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraphmanner hereinbefore provided, all and if Landlord and Tenant fail to so agree upon the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to fixed rent for the Extension Term, except that following the second FMV Amount for the Extension Term there shall be no further extension termsdetermined by arbitration pursuant to Section 41.06 below. 41.06 If Tenant gives to Landlord a Dispute Notice in respect of the FMV Amount so determined by Landlord as provided in Section 41.05 above, and Landlord and Tenant fail to execute and deliver an FMV Agreement on or before the FMV Dispute Outside Date, then the FMV Amount for the Extension Term shall be determined by arbitration as follows: (a) Landlord and Tenant shall each appoint an arbitrator by written notice given to the other party hereto not later than thirty (30) days after the FMV Dispute Outside Date. If either Landlord or Tenant shall give fails to appoint an arbitrator within such period of time and thereafter fails to do so by written notice given within a period of its exercise five (5) days after notice by the other party requesting the appointment of said option to extend in the manner and within the time period provided aforesaidsuch arbitrator, the Term (or first Extension Term, as applicable) then such arbitrator shall be extended appointed by the American Arbitration Association or its successor (the branch office of which is located in or closest to the City and State of New York), upon the giving of such notice without the requirement of any further action on the part request of either Landlord or Tenant. If Tenant , as the case may be; (b) the two (2) arbitrators appointed as above provided shall fail attempt to give timely notice of reach an agreement as to the exercise of such option as aforesaidFMV Amount, Tenant shall have no right and in the event that they are unable to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made.do so within thirty

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Section 33.1 Tenant shall have the right and option (the “Extension Option”) to extend the Term term of this Lease for two a term (2the “Extension Term”) additional periods of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of on the initial Term day (the “Original TermExtension Term Commencement Date”) next succeeding the Expiration Date and to expire on the second day (the “Extension Term Expiration Date”) which is to commence immediately upon expiration the fifth (5th) anniversary of the first Expiration Date, which Extension Term, provided that both instances Option shall be exercised only by Tenant shall give giving to Landlord notice of Tenant’s exercise of such option by no later than nine thereof (9the “Extension Exercise Notice”) on or before the date (the “Extension Exercise Notice Date”) which is twelve (12) months prior to the then scheduled Expiration Date, TIME BEING OF THE ESSENCE, accompanied by an unconditional amendment to the Letter of Credit extending the outside expiration of the Original Term date thereof (or first Extension Term, as applicableif any) (except as otherwise provided in Section D below with respect to a simultaneous exercise date that is no earlier than sixty (60) days after the Extension Term Expiration Date. Section 33.2 Notwithstanding anything contained in this Lease to the contrary, Tenant shall not have the Extension Option if on the date Tenant gives to Landlord the Extension Exercise Notice, (i) this Lease is not in full force and effect, or (ii) an Event of a Right Default exists. Section 33.3 In addition to the provisions of First Refusal)Section 33.2 above, and provided further that no Defaultnotwithstanding anything contained in this Lease to the contrary, or event which with the giving of notice or the passage of timeExtension Option shall be deemed revoked, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void void, and of no further force or effect, and the Extension Exercise Notice (or purported Extension Exercise Notice) given in connection with Tenant’s attempt to exercise the Extension Option shall be ineffective and void ab initio as a Extension Exercise Notice, (i) if Tenant fails to give the Extension Exercise Notice to Landlord on or before the Extension Exercise Notice Date (TIME BEING OF THE ESSENCE) in the manner hereinbefore provided, accompanied by an unconditional amendment to the Letter of Credit extending the outside expiration date thereof (if any) to a date that is no earlier than sixty (60) days after the Extension Term Expiration Date, or (ii) if at the time of the giving of the Extension Exercise Notice, this Lease is not in full force and effect. Prior , or there exists an Event of Default, or (iii) at the election of Landlord, by notice to Tenant, if the guarantors under any guaranty in respect of this Lease or the Premises fail to duly execute, acknowledge and deliver to Landlord within thirty (30) days after Landlord’s request therefor, an amendment to, and/or ratification of, such guaranty, prepared by Landlord, which confirms that such guaranty includes and covers the Extension Term and is otherwise in full force and effect, or (iv) if prior to the exercise by Extension Term Commencement Date, this Lease or the Term has ended, expired or is not otherwise in full force and effect, or there exists any Event of Default. Notwithstanding anything contained in this Lease which may be deemed to the contrary, if Tenant exercises the Extension Option, but prior to the Extension Term Commencement Date, this Lease or the term hereof has ended, expired or is not otherwise in full force and effect as a result of any such optionEvent of Default, then, solely for the purposes of calculating the damages to which Landlord is entitled under Article 17 of this Lease, the expression “Term shall be deemed to have been extended by the Extension Term” , and the annual Fixed Rent and the annual Storage Fee for each year of the Extension Term shall mean be deemed to be 102% of the Original annual Fixed Rent and 102% the annual Storage Fee, respectively, for the immediately preceding year of the Term. Except as expressly otherwise , without taking into account any abatements thereof under Article 12 hereof or otherwise. Section 33.4 The Extension Term, if any, shall be upon, and subject to, all of the terms, covenants and conditions provided in this Lease for the following paragraphinitial term hereof (including, all the without limitation, subsection 7.1(c), except that: (a) any terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable or conditions hereof that are expressly or by their nature inapplicable to the Extension Term (including, without limitation, this Article 33 hereof) shall not apply during the Extension Term, except that following ; and (b) the second annual Fixed Rent and the annual Storage Fee payable by Tenant during the first (1st) year of the Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option shall, subject to extend adjustment as otherwise in the manner and within the time period provided aforesaidthis Lease provided, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for fair market rental value of the Premises and of the Storage Space, to be determined as provided in Sections 33.5 and 33.6 hereof and to be calculated as of the commencement date Extension Term Commencement Date on the basis of a new letting of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with Premises and of the provisions set forth below. If Storage Space for any reason the Annual Base Rent payable during an Extension Term has not been determined as for a term of five (5) years, taking into account no change in the commencement date Base Taxes and taking into account that the annual Fixed Rent and the annual Storage Fee payable by Tenant during each year of the Extension TermTerm after the first (1st) year of the Extension Term shall be increased by 2% (as hereinafter more particularly provided); and the annual Fixed Rent and the annual Storage Fee payable by Tenant during each year of the Extension Term after the first (1st) year of the Extension Term shall be 102% of the annual Fixed Rent and the annual Storage Fee, Tenant shall pay the Annual Base Rent respectively, payable for the year immediately preceding year of the commencement term of such Extension Term until this Lease, without taking into account any abatements thereof under Article 12 hereof or otherwise. The amount which equals the Annual Base Rent fair market rental value of the Premises and of the Storage Space for the Extension Term is determinedherein referred to as the “FMV Amount.” The determination of the fair market rental value of the Premises and of the Storage Space pursuant to this Lease shall be based on all relevant factors presented by Landlord or Tenant. Section 33.5 The initial determination of the FMV Amount shall be made by Landlord. Landlord shall give notice (a “Rent Notice”) to Tenant of the proposed FMV Amount on or before the date which is six (6) months prior to the Extension Term Commencement Date. The FMV Amount so determined by Landlord shall be deemed conclusive and binding upon Tenant unless on or before the date (the “Determination Date”) which is ninety (90) days after Landlord gives to Tenant the Rent Notice (a) Tenant gives to Landlord notice (the “Dispute Notice”) that Tenant disputes the FMV Amount so determined by Landlord, at or (b) Landlord and Tenant agree in writing (which timeagreement (an “FMV Agreement”) shall be duly executed and delivered by Landlord and Tenant) upon the Fixed Rent and the Storage Fee for the Extension Term. If Landlord and Tenant fail to so agree upon the Fixed Rent and the Storage Fee for the Extension Term, the FMV Amount for the Extension Term shall be determined by arbitration pursuant to Section 33.6 below. Section 33.6 If Tenant gives to Landlord a Dispute Notice in respect of the FMV Amount so determined by Landlord as provided in Section 33.5 above, and Landlord and Tenant fail to execute and deliver an appropriate adjustmentFMV Agreement on or before the Determination Date, then the FMV Amount for the Extension Term shall be determined by arbitration as follows: (a) Landlord and Tenant shall each appoint an arbitrator by written notice given to the other party hereto not later than thirty (30) days after the Determination Date. If either Landlord or Tenant fail to appoint an arbitrator within such period of time and thereafter fail to do so by written notice given within a period of five (5) days after notice by the other party requesting the appointment of such arbitrator, then such arbitrator shall be appointed by the American Arbitration Association or its successor (the branch office of which is located in or closest to the City and State of New York), upon request of either Landlord or Tenant, as the case may be; (b) The two (2) arbitrators appointed as above provided appoint a third (3rd) arbitrator by written notice given to both Landlord and Tenant, and, if anythey fail to do so by written notice given within sixty (60) days after their appointment, such third (3rd) arbitrator shall be appointed as above provided for the appointment of an arbitrator in the event either party fails to do so; (c) All of such arbitrators shall be New York State licensed real estate brokers having not less than ten (10) years experience in representing owners or tenants in commercial leasing transactions in respect of first-class office buildings in downtown Manhattan; and (d) The three (3) arbitrators, selected as aforesaid, forthwith shall convene and render their decision in accordance with the then applicable rules of the American Arbitration Association or its successor, which decision shall be strictly limited to a determination of the FMV Amount (as defined in Section 33.4 above), within thirty (30) days after the appointment of the third (3rd) arbitrator. The decision of such arbitrators shall be in writing. The first two (2) arbitrators appointed as above provided shall each determine the FMV Amount, and if such determinations are not identical, the third (3rd) arbitrator shall select the determination of one of the two (2) other arbitrators that such third (3rd) arbitrator determines is closest to its valuation. Insofar as the same is in compliance with the provisions and conditions of this Article, the decision of the first two (2) arbitrators appointed (if their determinations are identical), or of the third (3rd) arbitrator (if the determination of the first two (2) arbitrators are not identical) shall be binding upon Landlord and Tenant. Duplicate original counterparts of such decision shall be sent forthwith by the arbitrators by certified mail, return receipt requested, to both Landlord and Tenant. The arbitrators, in arriving at their decision, shall be madeentitled to consider all testimony and documentary evidence that may be presented at any hearing, as well as facts and data which the arbitrators may discover by investigation and inquiry outside such hearings. If, for any reason whatsoever, a written decision of the arbitrators shall not be rendered within thirty (30) days after the appointment of the third (3rd) arbitrator, then, at any time thereafter before such decision shall have been rendered, either party may apply to the Supreme Court of the State of New York, New York County, or to any other court having jurisdiction and exercising the functions similar to those now exercised by such court, by action, proceeding or otherwise (but not by a new arbitration proceeding) as may be proper, to determine the question in dispute consistently with the provisions of this Lease. The cost and expense of such arbitration, action, proceeding, or otherwise shall be borne equally by Landlord and Tenant, but Landlord and Tenant shall each pay their own attorneys’ fees and disbursements and witnesses fees. Section 33.7 If Tenant gives to Landlord a Dispute Notice in respect of the FMV Amount so determined by Landlord as provided in Section 33.5, and the Fixed Rent and the Storage Fee for the Extension Term shall not be finally determined pursuant to the terms of Section 33.5 or 33.6 hereof on or before the Extension Term Commencement Date, then: (a) The annual Fixed Rent and the Storage Fee payable by Tenant during the Extension Term until the Fixed Rent and the Storage Fee for the Extension Term shall be so finally determined shall, subject to adjustment as herein provided, be equal to 102% of the annual Fixed Rent and of the Storage Fee, respectively, in effect on the last day of the initial term of this Lease, without taking into effect any abatement, offset or reduction (the “Extension Minimum Rent”); and (b) If the Fixed Rent or the Storage Fee for the Extension Term, as finally determined pursuant to the terms of Section 33.6 hereof, shall be greater or less than the Fixed Fee component of the Extension Minimum Rent or the Storage Fee component of the Extension Minimum Rent, as the case may be, then (i) the annual Fixed Rent and/or the Storage Fee payable by Tenant for the balance of the Extension Term shall be and become the Fixed Rent and/or the Storage Fee, as the case may be, as so finally determined, and (ii) if the Fixed Rent or the Storage Fee for the Extension Term, as finally determined, shall be greater than the Fixed Fee component of the Extension Minimum Rent or the Storage Fee component of the Extension Minimum Rent, as the case may be, Tenant shall, within thirty (30) days after Landlord’s demand therefor, pay to Landlord an amount equal to the difference between (x) the actual Fixed Rent or the actual Storage Fee, as the case may be, paid to Landlord during the Extension Term before such final determination, and (y) the Fixed Rent or the Storage Fee, as the case may be, that would have been payable by Tenant if the Fixed Rent or the Storage Fee, as the case may be, for the Extension Term had been finally determined prior to Extension Term Commencement Date; or if the Fixed Rent or the Storage Fee for the Extension Term, as finally determined, shall be less than the Fixed Fee component of the Extension Minimum Rent or the Storage Fee component of the Extension Minimum Rent, as the case may be, Landlord shall, within twenty (20) days after Tenant’s demand therefor pay to Tenant an amount equal to the difference between the sum of the amount described in clause (x) above and the sum of the amount described in clause (y) above, as applicable to the Fixed Rent and/or the Storage Fee. Section 33.8 If, in accordance with and subject to, all of the terms, covenants and conditions contained in this Article, the term of this Lease is extended for the Extension Term, then “Expiration Date,” as such term is used in this Lease, shall mean the “Extension Term Expiration Date,” and “Term,” “term of this Lease” (and comparable words), shall mean the initial term of this Lease, as extended by the Extension Term. Notwithstanding anything which may be contained in this Lease to the contrary, Landlord shall have no obligation or duty, nor shall Landlord be required, to make any repairs, installations, alterations or improvements to the Premises or any portion thereof (including, without limitation, painting, finishing, plastering or decorating), with respect to the Extension Term, provided, however, that nothing contained in this sentence shall affect Landlord’s obligations to perform the repairs that Landlord is expressly required to make under this Lease. Except as expressly set forth in this Article, Tenant shall not have any option or right to extend or renew the term of this Lease.

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to tenant under a Permitted Transfer) named herein is itself occupying not less than sixty percent (60%) at least 75% of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for two one (21) additional periods period of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial six (6) year Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term), provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months and no earlier than twelve (12) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which Default exists at the time of giving such notice or at the commencement of either the Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, Default exists at the time of giving such notice or at the time of commencement of an the Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each the Extension Term shall be the greater of (a) an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term or (b) the Annual Base Rent payable in the year immediately preceding the Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an the Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such the Extension Term until the Annual Base Rent for the Extension Term Tenn is determined, at which time, an appropriate adjustment, if any, shall be made. The Fair Market Rent shall mean the anticipated rent for the Premises as of the commencement of the Extension Term under market conditions then existing. No later than the one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent. No later than fifteen (15) days after such notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by the determination of a board of three (3) appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Lexington office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”) which Neutral Appraiser shall have no then-existing relationship with Landlord or Tenant. The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than fifteen (15) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. The Neutral Appraiser shall then choose either the Landlord’s estimate of Fair Market Rent or the Tenant’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing party to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other party shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for two (2) additional periods of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing that this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further full force and effect. Prior to the exercise by , that Tenant of any such optionis not then in default under this Lease, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, and that Tenant is then occupying all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such Premises, Landlord hereby grants to Tenant an option as aforesaid, Tenant shall have no right to extend the Term of this Lease, on the same terms and conditions set forth in this Lease, except as set forth below with respect to Base Rent, for one (1) additional three (3) year term (the "Option Period") commencing as of the last day after the expiration of the Initial Term and ending the last day of the thirty-sixth (36th) month thereafter. Base Rent for the Option Period shall be the Fair Market Rental Rate (as hereinafter defined). Tenant's right to exercise the option to extend shall be conditioned upon Landlord's receipt, no later than one-hundred eighty (180) days prior to the expiration of the Initial Term, of Tenant's then current certified financial statements showing a creditworthiness at least equal to the creditworthiness demonstrated to Landlord by Tenant prior to execution of this Lease; provided, however, Landlord may, in its sole discretion, elect to waive such condition. The option to extend shall be exercised, if at all, by written notice ("Option Notice") given by Tenant to Landlord no later than twelve (12) full calendar months prior to the expiration of the Initial Term, time being of the essence essence. Once the Option Notice is given, Tenant's exercise of the foregoing provisions. The Annual Base Rent payable during each Extension Term such option shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth belowirrevocable. If for any reason the Annual Base Rent payable during an Extension Term has option hereby granted is not been determined as of the commencement date of the Extension Termso exercised, Tenant shall pay have no further right to extend the Annual Base Rent payable for Term of the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be madeLease.

Extension Option. Provided A. If Sublandlord shall not have elected to terminate the original Tenant named herein Prime Lease (or an Affiliate either pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) Section 17.3 of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined hereinPrime Lease or by agreement with Prime Landlord), Tenant then Subtenant shall have the right and one option to extend the Term, in accordance with the provisions of this Section 38, for an additional period ending on March 31, 2018 (the "Extended Term"), commencing on the day following the Expiration Date of the original Term. The option for the Extended Term for two may be exercised only by Subtenant giving notice to that effect to Sublandlord not later than February 28, 2013. TIME SHALL BE OF THE ESSENCE with respect to the exercise of such option. In the event Subtenant timely delivers its notice of extension as required hereunder, Sublandlord will notify Subtenant on or before April 30, 2013 (1) whether the Premises will be available to Subtenant during the Extended Term or (2) additional periods whether Sublandlord shall have made or intends to make an election pursuant to the first sentence of five (5) years (each an “Extension this Section 38 that would preclude the effectiveness of Subtenant's extension option. If Sublandlord does not make such election to terminate and the Premises are available for sublease to Subtenant during the Extended Term”, then the Extended Term shall be upon the same terms, covenants and conditions of this Sublease as shall be in effect immediately prior to such extension, except that the Base Rent for the Extended Term shall be determined as provided in Section 38(C). The right and extension option to so extend the term contained in this Section 38 shall be personal to the Tenant executing this Lease (or not apply if an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration Event of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which a failure to timely pay an item of Rent which, with the giving of notice or the passage of time, or both, would constitute a an Event of Default, unless the same is cured within the applicable cure period which exists shall have occurred and remain uncured at the time of giving such notice either (i) Subtenant's exercise of the extension option or at (ii) the commencement beginning of either Extension the Extended Term. Notwithstanding the foregoing, the extension option contained in this Section 38 is personal to the Subtenant named herein (and transferees pursuant to a Permitted Transfer) and may not otherwise be assigned. B. If a DefaultSubtenant shall fail to exercise timely the extension option hereunder, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such extension option shall, at the option of Landlord, be null shall lapse and void and of Subtenant shall have no further force and effectright to exercise the same or to otherwise extend the Term. C. The Base Rent during the Extended Term shall be the Fair Market Rental Value of the Premises (including increases thereof during the Extended Term). Prior to the exercise by Tenant of any such option, the expression “Term” "Fair Market Rental Value" shall mean the Original Term. Except as expressly otherwise provided fair market rental value of the Premises for the Extended Term taking into account the rental that would be paid by a subtenant to an unaffiliated sublandlord for comparable space in the following paragraphPrinceton, New Jersey market, the length of the Extended Term and all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable other factors relevant to the Extension Term, except that following the second Extension Term there shall be no further extension termssuch determination. If Tenant shall give notice of Subtenant exercises its exercise of said option to extend and the Premises are available for subleasing by Subtenant during the Extended Term as provided in the manner and within the time period provided aforesaidSection 38(A) above, the Term (then on or first Extension Termbefore April 30, as applicable) 2013, Sublandlord shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail deliver to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% Subtenant Sublandlord's estimate of the Fair Market Rent Rental Value of the Premises for the Premises as of the commencement date of the applicable Extension Extended Term. The Fair Market Rent shall be determined in accordance with If the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of specified in Sublandlord's notice shall exceed the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension initial Term of this Sublease, Subtenant will notify Sublandlord within thirty days after its receipt of Sublandlord's notice as to whether Subtenant agrees with Sublandlord's estimate. If Subtenant disputes Sublandlord's estimate of the Fair Market Rental Value, the parties shall endeavor within thirty (30) days thereafter to agree upon the Fair Market Rental Value of the Premises for the Extended Term. If prior to the end of such thirty (30) day period the parties agree on the Fair Market Rental Value of the Premises for the Extended Term, then they shall promptly execute an amendment to this Sublease stating the Base Rent so agreed upon. If during such thirty (30) day period the parties are unable, for any reason whatsoever, to agree on such Fair Market Rental Value, then within ten (10) business days thereafter the parties shall each appoint a real estate broker who shall be licensed in New Jersey and who specializes in the field of commercial office space leasing in the vicinity of Princeton, New Jersey, has at least ten (10) years of leasing experience and is recognized within the field as being reputable and ethical. Such two individuals shall attempt to determine within ten (10) business days after their appointment a mutually acceptable Fair Market Rental Value of the Premises for the Extended Term (to be not less than the minimum specified above). If within ten (10) business days after appointment such individuals cannot agree on such a Fair Market Rental Value, then the two individuals shall, within five (5) business days after the expiration of such tenth (10th) business day, render separate written reports of their respective determinations and together appoint a similarly qualified individual (who shall be an independent person who shall not have represented either party during the three year period immediately preceding such appointment). The third individual shall within ten (10) business days after his or her appointment make a determination of the Fair Market Rental Value of the Premises for the Extended Term (to be not less than the minimum specified above), utilizing the principles of "baseball" arbitration (i.e., the determination shall be limited to selecting the proposal which is closer to the then current Fair Market Rental Value of the Premises for the Extended Term), which determination shall be final and conclusive. Sublandlord and Subtenant shall each bear the cost of its respective real estate broker and shall share equally the cost of the third real estate broker. Upon determination of the Fair Market Rental Value as provided above, the parties shall promptly execute an amendment to this Sublease stating the Base Rent for the Extended Term so determined. For the purposes of Section 8 of this Sublease, at which time, an appropriate adjustmentduring the Extended Term, if anyapplicable, Subtenant's payments under such Section 8 shall be madecomputed as if the "Base Year for Expenses" (as defined in the Prime Lease) were calendar year 2014. The parties have executed this Sublease as of the day and year first above written. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: SVP Finance & CAO COMMENCEMENT DATE AGREEMENT, dated as of the day of , 2010, between CA, INC., a Delaware corporation ("Sublandlord") and EPOCRATES, INC., a corporation ("Subtenant").

Extension Option. Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer1) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option at its sole discretion (an “Extension Option”) to extend the Term for two a period of six (26) additional periods consecutive years, followed by a second option to further extend the Term in Tenant’s sole discretion for a period of five four (54) consecutive years (each an “Extension Term”). The right ) upon fulfillment of all the following terms and option to so extend the term conditions: (a) Tenant shall be personal provide written notice to the Authority, not earlier than twenty-four (24) months, and not later than twelve (12) months, prior to the expiration of the Term, that Tenant executing this Lease elects to exercise such Extension Option (the “Extension Notice”); (b) On the date Tenant delivers Tenant’s Extension Notice to the Authority or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first on the date the Extension Term is to commence immediately upon expiration commence, there shall not be an Event of Default by Tenant under this Lease (or, if a default by Tenant under any term or condition of this Lease then exists which would, with the initial Term (giving of notice, the “Original Term”) and the second Extension Term is to commence immediately upon expiration passage of the first Extension Termtime or both, provided that both instances constitute an Event of Default under this Lease, Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine cure that default within the applicable grace or cure period provided under this Lease); and (9c) months prior to This Lease Agreement shall not have been terminated during the then scheduled expiration of the Original Term (or first Extension Term, as applicable. (2) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the All terms, covenants, conditions, conditions and provisions and agreements in the of this Lease contained herein shall be applicable to the Term (including, without limitation, Tenant’s obligations to pay Base Rent, Additional Rent, Minimum Rentals, and Percentage Rent, as well as Machine, Composite, and Interior Shop Rent), shall apply with like force and effect to any Extension Term, except where specifically inapplicable or where the context otherwise indicates, and except that following the second type and amount of the Rentals to be assessed by the Authority with respect to the Leased Premises during the Extension Term there Terms shall be no further extension terms. If negotiated, in good faith, between Authority and Tenant shall give notice of its exercise of said option prior to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during delivering an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be madeNotice.

Extension Option. Provided Tenant shall have the right and option, which said option shall not be severed from this Lease or separately assigned, mortgaged or transferred, at its election, to extend the Term for an additional period of five (5) years (the “Extension Period”) commencing upon the expiration of the Term, provided that (a) Landlord shall receive written notice from Tenant of the exercise of its election at least twelve (12) months prior to the expiration of the Term but no sooner than fifteen (15) months prior to the expiration of the Term, (b) no Event of Default shall exist at the time of Landlord’s receipt of such notice and at the expiration of the Term; and (c) the original Tenant named herein (or an any Affiliate or any transferee pursuant to a Permitted Transfer) Transfer is itself occupying not less than sixty percent (60%) of the entire Premises both at the time of giving its the applicable notice to exercise its option and at the commencement of the Extension Period. Notwithstanding the foregoing, in the event that there is a monetary Event of Default by Tenant four (4) or more times during the Term (as defined hereineven if subsequently cured by Tenant), Tenant then the extension option set forth herein shall have the right automatically terminate and option to extend the Term for two (2) additional periods of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to If Landlord shall receive notice of the exercise by Tenant of the election in the manner and within the time provided aforesaid, the Term shall be extended upon the receipt of the notice without the requirement of any such optionaction on the part of Landlord or Tenant, the expression “Term” shall mean the Original Termexcept as may be required in order to determine Basic Rent as hereinafter provided. Except for the amount of Basic Rent (which is to be determined as expressly otherwise provided in the following paragraphhereinafter provided), all the terms, covenants, conditions, provisions and agreements contained in the this Lease contained herein shall be applicable to the Extension TermPeriod, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right options to extend the Term nor shall Landlord be obligated to make or pay for any improvements to the Premises nor pay any inducement payments of this Leaseany kind or nature. Landlord hereby reserves the right, time being exercisable by Landlord in its sole discretion, to waive (in writing) any condition precedent set forth in clauses (a), (b) or (c) above. Time is of the essence with respect to the exercise of the foregoing provisionsoption contained herein. The Annual Base Rent payable during each Extension Term Tenant shall be an amount equal not have the right to 100% of give any notice exercising such option after the Fair Market Rent for the Premises as of the commencement date expiration of the applicable Extension Term. The Fair Market Rent time limitation set forth herein, and any notice given after such time limitation purporting to exercise such option shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as void and of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be madeno force or effect.

Extension Option. Provided (a) The Lessor grants to the original Tenant named herein Lessee one (or an Affiliate pursuant to a Permitted Transfer1) is itself occupying not less than sixty percent option (60%the "Extension Option") of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term of this Lease for two one (21) additional periods period of five (5) years (each an “the "Extension Term”Period"). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of the Lessee exercises such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, Option as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal)set forth below, and provided further that there has been no Defaultunpermitted assignment of this Lease or unpermitted sublease of the Leased Premises or any portion thereof by the Lessee and provided that there exists either on the date the Lessee notifies the Lessor of its intent to exercise the Extension Option or at any time thereafter up to and including the date upon which the Extension Period is to commence, no uncured default under this Lease or event which event, which, with the giving of notice or the passage of time, or both, would constitute a Default, unless default under this Lease. The Extension Option shall be personal to the Lessee and the same shall not be applicable to any unpermitted successor or assignee of the Lessee and the Lessee's unpermitted successors or assigns may not exercise the Extension Option as set forth in this Lease and as permitted under the terms of this Lease. The Lessee may exercise such Extension Option only by serving on the Lessor written notice of its intent to exercise the Extension Option (the "Lessee's Exercise Notice") no later than that date which is cured within six (6) months prior to the applicable cure period which exists at Termination Date. In the time event the Lessee does not timely and properly exercise its Extension Option to extend the Term of giving such notice or at this Lease for the commencement of either Extension Term. If a DefaultPeriod, or event if the Lessor has not received the Lessee's Exercise Notice by no later than that date which with is six (6) months prior to the giving of notice or the passage of timeTermination Date, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be then this Paragraph 38 shall become null and void and of no further force and effecteffect and the Lessee shall have no such Extension Option. (b) Once the Lessee exercises an Extension Option, such exercise thereof may not be revoked. Prior Anything contained in this Lease to the exercise by Tenant of any such optioncontrary notwithstanding, the expression “Term” Lessee's exercise of an Extension Option shall mean be applicable only to the Original Termentire Leased Premises and the Lessee shall not have the right to exercise an Extension Option for only a portion of the Leased Premises. Except The Minimum Rent for the Extension Period shall continue to be what the Minimum Rent was as expressly otherwise provided of the Termination Date but escalated annually on each subsequent Adjustment Date (which is the anniversary date of the Commencement Date) pursuant to the provisions set forth in Paragraph 3(b) above (i.e., the annual Minimum Rent shall be increased by two percent (2%) on the next anniversary of the Commencement Date and thereafter on each subsequent anniversary thereof) as shown in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable Minimum Rent table relative to the Extension TermPeriod. Months of Extension of the Term Annual Minimum Rent Per Sq Ft MonthlyMinimum Rent Aggregate AnnualMinimum Rent (c) All Additional Rent under this Lease shall continue uninterrupted from the Commencement Date through the expiration of the Term and, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaidif applicable, the Term (or first Extension TermPeriod. The Lessor shall deliver the Leased Premises and the Lessee shall accept the Leased Premises for the Extension Period in its then "as is" and “where is” condition. All other terms and conditions of this Lease shall remain in full force and effect during the Extension Period; provided, as applicable) shall be extended upon however, during the giving of such notice without Extension Period, the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant Lessee shall have no right additional option to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made.

Extension Option. Provided (a) Subject to the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) terms, provisions, covenants, and conditions of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein)this Section 40, Tenant shall have the right have, and is hereby granted, one (1) separate option (an “Extension Option”) to extend the Term Lease Term, for two (2) an additional periods period of five (5) years (each commencing on the end of the initial Term ( an “Extension Extended Term”). The right and option to so extend the term Extension Option shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term exercised by Tenant, if at all, by giving binding written notice (the “Original TermExtension Notice”) and the second Extension Term is thereof to commence immediately upon expiration of the first Extension TermLandlord on or before, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no but not later than nine (9) months prior to the then scheduled expiration end of the Original initial Term (or first “Extension TermOption Exercise Date”). In the event that ▇▇▇▇▇▇ fails to deliver the Extension Notice to Landlord by the Extension Option Exercise Date, as applicable) (except as otherwise provided in Section D below with respect Tenant shall be deemed to a simultaneous exercise of a Right of First Refusal)have irrevocably waived the Extension Option hereunder, and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Defaultshall be and become null, or event which with the giving of notice or the passage of timevoid, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and or effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence in the delivery of Tenant’s Extension Notice hereunder. (b) The Extended Term shall be on the foregoing provisionssame terms, covenants, and conditions of this Lease, excluding the provisions of this Section 40, except for the payment of Monthly Rent during the Extended Term(s). The Annual Base Monthly Rent payable during each Extension the Extended Term shall be an amount equal to 100103.5% of the Fair Market Monthly Rent for in the last Lease Year of the initial Term, and shall increase by 3.5% each year during the Extended Term. (c) It shall be a condition of Tenant's right to exercise either Extension Option that (i) neither this Lease, nor Tenant’s right to possession hereunder, shall have been terminated, (ii) Tenant is not then in Default under any of the terms, provisions, covenants, or conditions of this Lease at the time that Tenant delivers Tenant's Extension Notice or upon the commencement of the Extended Term, and (iii) Tenant is then leasing and occupying the entirety of the Premises as at the time of delivery of Tenant's Extension Notice and upon the commencement of the commencement date of the applicable Extension Extended Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has , (iv) if Tenant is no longer publicly traded and financials are not been determined as of the commencement date of the Extension Termpublicly available, Tenant shall pay submit current audited and certified financial statements of Tenant (unless ▇▇▇▇▇▇’s financial statements are not audited, in which case reviewed and certified statements shall be acceptable) to Landlord concurrently with Tenant’s Extension Notice, and (v) there has been no material adverse change in the Annual Base Rent payable for financial condition of Tenant, as reasonably determined by Landlord, at the year immediately preceding time that Tenant delivers its Extension Notice or upon the commencement of the Extended Term. (d) In the event that Tenant exercises Tenant's Extension Option under this Section 40, ▇▇▇▇▇▇ agrees to execute and deliver to Landlord an amendment to this Lease setting forth the terms of such Extension Term until Option(s) within ten (10) business days following the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be madedelivery of such amendment to Tenant hereunder.

Extension Option. Provided A. Subject to the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) existing rights of existing tenants of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein)Building, Tenant shall have the right and option to extend the Term for two (2) additional periods of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this LeaseLease for two (2) additional years, such right of Tenant to be conditioned upon this Lease at the time of election being in full force and effect and Tenant not then being in default under this Lease beyond any applicable notice and cure period, such extension period to commence upon the expiration of the essence original Term of this Lease. B. Tenant's right of extension shall be exercised, if at all, by written notice to Landlord given at least twelve (12) months prior to the expiration of the foregoing provisionsoriginal Term of this Lease. The Annual Base Rent payable during each Extension Term If a notice is given in compliance with the provisions hereof, this Lease shall, thereupon, be extended, subject to the terms of this paragraph, without the need for any further instrument to be executed (but either party shall execute such a confirmatory instrument upon the request of the other); and if no such notice is given, Tenant's right of extension shall be an amount equal to 100% null and void. All of the Fair Market Rent for the Premises as terms, conditions and provisions of this Lease shall be applicable to any extension of the commencement Term hereof, as if the termination date of the applicable Extension extension period were the date originally set forth herein for the expiration of the Term. The , except that (i) the exercised right of extension shall be of no further force or effect, so that there shall be no further right of extension with respect thereto, (ii) the Base Rent during the extension period shall be the "Fair Market Rent Rent" (as hereinafter defined) and (iii) the Base Year shall be determined the calendar year in accordance with which the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be madebegins.