Common use of Initial Improvements Clause in Contracts

Initial Improvements. (a) On the Commencement Date, Tenant shall accept the Premises in its “as is” condition. All improvements, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services.

Initial Improvements. (a) On The final space plan (the Commencement Date, Tenant shall accept the Premises in its “as is” condition. All improvements, alterations and betterments (an “AlterationSpace Plan”) shall be performed for the Premises, mutually approved by Tenant at Tenant’s expense in accordance with the terms of this Article 5Parties is attached as Appendix 1. (b) Tenant may improve Landlord shall cause the Premises for Tenant’s initial occupancy Base Building Improvements (the “Base Building Improvements”) described on Appendix 2 to be completed in accordance with detailed the plans and specifications and working drawings to be (the “Building Plans”) prepared by Tenant’s engineers Landlord, the Building Standards and architectsSpecifications (the “Building Standards”) attached as Appendix 3 and Laws. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”Base Building Improvements shall be made, and the work shown Building Plans shall be prepared, at Landlord’s sole cost and expense, except that any changes, alterations, modifications or upgrades to: (i) the Base Building Improvements or the Building Plans requested by Tenant and approved by Landlord; or (ii) the Tenant Improvements or the Tenant Improvement Plans (both defined below) that result in changes, alterations, modifications or upgrades to the Base Building Improvements or the Building Plans, shall be made at Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, sole cost and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H.expense. (c) Landlord shall also cause the Tenant Improvements (the “Tenant Improvements”) described on Appendix 2 to be completed in accordance with the Space Plan, the plans and specifications (including the tenant finishes) (the “Tenant Improvement Plans”) approved by the Parties, the Building Standards and Laws. Subject to the last sentence of this subparagraph (c), the Tenant Improvements shall proceed forthwith be made, and the Tenant Improvement Plans shall be prepared, at Landlord’s cost and expense, except to cause the extent that, at Tenant’s Plans to be prepared by an architect licensed as such in direction, the State of New YorkTenant Improvements vary from the Space Plan or the Building Standards. To the extent that, at Tenant’s Plansdirection, including structural and mechanical drawings and specificationsthe Tenant Improvements vary from the Space Plan or the Building Standards, such variance shall be prepared made at Tenant’s sole cost and expense. Notwithstanding the foregoing to the contrary, Tenant shall submit five pay to Landlord all costs incurred or payable by Landlord in making the Balconies accessible and usable by Tenant within ten (510) sets business days after the receipt of an invoice therefor, accompanied by such detail as may reasonably be requested by Tenant, which invoice may be delivered prior to the commencement of construction. (The Base Building Improvements and the Tenant Improvements are referred to in this Exhibit collectively as the “Initial Improvements.”) The Initial Improvements shall be completed free of any mechanics’ liens, except to the extent of any dispute in connection therewith, in which case Landlord shall adequately protect the Property from the foreclosure of any such lien. (d) Landlord shall cause the Tenant Improvement Plans to be prepared by a registered professional architect and mechanical and electrical engineer(s). Landlord shall furnish the initial draft of the Tenant Improvement Plans to Tenant for Tenant’s Plans review and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees Tenant shall within three (3) business days after receipt either provide comments to review Tenant’s such Tenant Improvement Plans and to or approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the planssame. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid Tenant shall be deemed approval to have approved such Tenant Improvement Plans if Tenant does not timely provide comments on such Tenant Improvement Plans. If Tenant provides Landlord with comments to the initial draft of the Tenant Improvement Plans, Landlord shall provide revised Tenant Improvement Plans to Tenant incorporating Tenant’s Plans; provided, however, that five comments within three (53) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following business days after receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and comments. Tenant shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails within three (3) business days after receipt then either provide comments to approve or disapprove such revised plans within Tenant Improvement Plans or approve such fifteen (15) Business Day period, Landlord Tenant Improvement Plans. Tenant shall be deemed to have approved such revised plans or Tenant Improvement Plans if Tenant does not timely provide comments on such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such noticeImprovement Plans. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans The process described above shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plansrepeated, if necessary, until the Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be Improvement Plans have finally been approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay provide project management services in connection with the construction of the Initial Improvements and the Change Orders (defined below). Such project management services shall be performed without cost to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) Tenant, except for Change Orders, which shall not exceed $1,638,850.00, provided, however, that payments in respect be performed for a fee of Soft Costs shall not in the aggregate exceed fifteen five percent (155%) of all costs related to the Construction Allowanceconstruction of the Change Orders. Tenant may, at Tenant’s discretion and sole cost and expense, engage a representative to oversee construction activities on Tenant’s behalf. Said representative shall pay from coordinate its own fundsefforts with Landlord’s project manager and/or contractor, and Landlord shall have no obligation full access to all information and documentation with respect to, (y) any to the Tenant Improvements and all costs which are not Construction Costs or Softs Costs and/or (z) any may be engaged throughout the design and all Construction Costs in excess construction process of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicesImprovements.

Initial Improvements. Tenant shall improve the Premises substantially in accordance with plans and specifications (the “Plans”) to be provided by Tenant on or about January 15, 2006, and to be confirmed by a walk through conducted by Landlord and Tenant no later than January 31, 2006. Landlord and Tenant agree that a confirmation of such Plans shall be executed by Landlord and Tenant and incorporated into this Lease as Exhibit E. Such improvements to be made by Tenant herein are the “Initial Improvements.” Tenant hereby agrees that the Initial Improvements shall comply with all applicable Legal Requirements and the Americans With Disabilities Act. All Initial Improvements shall be insured under a construction property insurance policy, insuring the replacement value from time to time of the Initial Improvements. In addition, Tenant shall carry, or cause its contractors to carry (a) On the Commencement Dateworkers’ compensation insurance in statutory limits covering all persons employed in connection with such Initial Improvements, Tenant shall accept the Premises in its “as is” condition. All improvements, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenantcommercial general liability insurance, including contractor’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”liability coverage, contractual liability coverage, broad form property damage endorsement, and the work shown by the Tenantcontractor’s Plans is hereinafter referred protective liability coverage, to as “Tenant’s Initial Improvements”afford protection with limits, for each occurrence, of not less than ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) with respect to personal injury, death or property damage. Tenant’s All Initial Improvements shall includebe constructed in a good and workmanlike manner, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State only good grades of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, materials shall be prepared at Tenantused. Subject to Landlord’s sole cost prior written approval, which shall not be unreasonably withheld or delayed, Tenant may engage its own project managers, engineers, general contractor, and expensesubcontractors to construct the Initial Improvements. Tenant shall submit five (5) sets permit Landlord to observe and monitor all Initial Improvements and shall provide Landlord with electronic copies of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format modifications to Landlord for Landlord’s approvalthe Plans. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days Any substantial deviation from the date of Plans shall require the submission of the plans. Landlord agrees not to unreasonably withhold or delay its prior written approval of Tenant’s PlansLandlord, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid which approval shall not be deemed approval of Tenant’s Plansunreasonably withheld or delayed; provided, however, that five Tenant shall pay to Landlord a management fee equal to one percent (51%) Business Days prior of the cost of the work relative to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with deviation from the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes hereof, a substantial deviation from the Plans shall mean a deviation costing FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or more, or a deviation that would require the approval of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇the City of ▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) or other permitting authority, or the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, any property owners association of which the Project is a part. Landlord shall approve not charge any review or disapprove management fee related to routine reviews or approvals during the course of such changes within fifteen (15) Business Days construction. Upon completion of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day periodInitial Improvements, Tenant shall send a second notice provide to Landlord with an electronic version of the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISEDas-built” in bold lettering at plans for the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(sand, at Landlord’s request, three (3) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) copies of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicessame.

Initial Improvements. (a) a. Landlord agrees that on the commencement date the HVAC, electrical, plumbing and other building systems, shall be in good working order and repair. On or before the Commencement Datecommencement date representatives of Landlord and Tenant shall inspect the premises and prepare a written punchlist of any repairs required to place such building systems in good working order and repair. Except as may be set forth in such punchlist, the taking of possession of the premises by Tenant shall constitute Tenant's acceptance of such systems as being in good working order and repair. Except as provided in this Paragraph Landlord is delivering the premises to Tenant, and Tenant accepts the premises from Landlord, in their "as is" condition. b. Subject to reimbursement by Landlord as provided below, Tenant shall accept be responsible for such refurbishment of the Premises in premises, at its “expense, as is” condition. All improvements, alterations and betterments (an “Alteration”) shall may be performed required by Tenant at Tenant’s expense in accordance with for its use and occupancy of the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Planspremises, including structural replacement of ceiling tiles, recarpeting and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets repainting of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approvalthe office areas within the premises. Landlord agrees to review Tenant’s Plans and reimburse Tenant for such refurbishment costs, up to approve the same or make written exceptions thereto a maximum of $59,100.00, within fifteen thirty (1530) Business Days days after receipt from the date Tenant of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapprovalrefurbishment costs incurred, itemizing those portions accompanied by invoices or receipts supporting the amount to be reimbursed. c. Attached hereto as Exhibit "D" is a punchlist prepared by Landlord listing items in the premises which Landlord requires be removed or repaired by the prior tenant of the plans so disapprovedpremises (the "Tech Data punchlist" and "Tech Data", respectively). Tenant has advised Landlord shall advise that Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval has separately agreed to acquire from Tech Data certain of the revised plans items noted on the Tech Data Punchlist in return for assuming Tech Data's obligations under the Tech Data Punchlist Tenant shall cause to be repaired or portions thereofremoved from the premises all items listed on the Tech Data Punchlist on or before the expiration or sooner termination of this Lease, and shall set forth its reasons for repair any damage resulting from such further disapproval in writing and in reasonable detail. If Landlord fails removal, all at Tenant's expense. d. All work to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord be performed by Tenant pursuant to this Paragraph shall be deemed to have approved such revised plans or such portions thereof; providedperformed in a good and workmanlike manner, howeverin compliance with all laws and lien-free. EXECUTED BY A DULY AUTHORIZED OFFICER OF LANDLORD, that five (5) Business Days prior to the expiration this 28th day of such fifteen (15) Business Day periodSeptember, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice1998. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, R▇▇▇▇ & ▇▇Company, a division of R▇▇▇▇ and Bank N.A. as trustee of the Multi-Employer Property Trust Attest/Witness /s/ [Illegible] By: /s/ [Illegible] ---------------------------------- ------------------------------------- Title: Director Title: Managing Director ---------------------------- ---------------------------------- EXECUTED BY A DULY AUTHORIZED OFFICER of TENANT, this 28th day of September, 1998. Pinacor,Inc. Attest/Witness /s/ [Illegible] By: /s/ [Illegible] ---------------------------------- ------------------------------------- Title: Mgr. Admin. Title: V.P., Administration ---------------------------- ---------------------------------- EXHIBIT "A" DESCRIPTION OF PROPERTY DESCRIPTION OF LAND TO BE KNOWN AS BLOCK 346K L▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ALL THAT CERTAIN tract or parcel of land situate in the Township of West Deptford, County of Gloucester and State of New Jersey being more particularly described as follows: (see attached legal description) EXHIBIT "A" DESCRIPTION OF LAND TO BE KNOWN AS BLOCK 346K, L▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ALL THAT CERTAIN parcel or tract of land situate in the Township of West Deptford, County of Gloucester, and State of New Jersey as shown on a plan entitled "Amended Subdivision Plan, Phase 3, Forest Park Corporate Center", prepared by NTH/R▇▇▇▇▇▇ Associates, Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in dated October 8, 1987 and last revised April 20, 1988, prepared for T▇▇▇▇▇▇▇ ▇▇▇▇ Company bounded and BEGINNING at a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance point in the amounts required under any applicable Laws and comprehensive general liability insurancenortherly right of way line of Forest Parkway (60 feet wide), including contractual liability coveragesaid point being the most easterly corner point of Block 346K, in an amount Lots 2; THENCE (1) leaving said right of not less than $2 million combined single limit for bodily injury or death for any one occurrenceway line of Forest Parkway, along the common property line between said Lot 2, and for property damagethe herein described parcel; North 26 degrees 40 minutes 08 seconds West, plus a $10 million umbrella policydistance of 680.03 feet to .a point; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is said point being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed thereforin, the actual out southeasterly right of pocket fees and disbursements paid by Landlord way line of U.S. Route 130 (250 feet wide, A.K.A. Interstate Route 295) THENCE (2) along said right of way line of U.S. Route 130, North 63 degrees 19 minutes 52 seconds East, a. distance of 460.00 feet to architectsa point; THENCE (3) leaving said right of way line of U.S. Route 130, engineers and other technical advisorsSouth 29 degrees 48 minutes 42 seconds East, other than the regular staff a distance of Landlord for reviewing Tenant’s Plans735.69 feet to a point; THENCE (4) South 00 degrees 11 minutes 18 seconds West, provided such fees are commercially reasonable. (e) Landlord shall pay a distance of 205.56 feet to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services.point;

Initial Improvements. Tenant shall be obligated to improve the Premises, at its own cost subject to the Landlord's Contribution (ahereinafter defined), in accordance with plans and specifications approved by Landlord (the "Plans") On which approval shall not be unreasonably withheld (such improvements are referred to herein as the Commencement Date"Initial Improvements"). Tenant shall furnish the initial draft of the Plans to Landlord for its review and approval by October 1, 1996. Landlord shall within one week after receipt of such initial draft of the Plans either provide comments to such Plans or approve the same, and Landlord's failure to respond within one week after receipt of such initial draft shall be deemed approval. If Landlord provides Tenant with comments to the initial draft of the Plans, Tenant shall accept provide revised Plans to Landlord incorporating Landlord's comments within one week after receipt of Landlord's comments. Landlord shall then either provide comments to such revised Plans or approve such Plans, and Landlord's failure to respond within one week after receipt of such revised Plans shall be deemed approval. The process described in the Premises in its “as is” conditionprevious sentence shall be repeated, if necessary, until the Plans have been finally approved by Landlord. All improvements, alterations and betterments (an “Alteration”) The Initial Improvements shall be performed by Tenant at Tenant’s expense in accordance with the terms any of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇Turn▇▇ ▇▇▇struction Company, Pepper Construction, Inc., LaSalle Construction and Wals▇ ▇▇▇▇▇ Consulting Engineers are deemed approved by Landlordstruction Company, or any other contractor reasonably acceptable to Landlord (the "Contractor"). Tenant shall cause its Contractor(s) to perform Tenant’s hereby agrees that the Plans for the Initial Improvements shall comply with all applicable statutes, ordinances, regulations, laws and codes. Landlord's approval of any of the Plans (or any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the design of the Initial Improvements or the compliance of such Initial Improvements and/or the Plans with applicable laws, codes, ordinances and regulations; the obligation with respect to the design of the Initial Improvements and its compliance with applicable laws, codes, ordinances and regulations rests with the Tenant. All such Initial Improvements shall be insured under a construction property insurance policy, insuring the replacement value from time to time of such Initial Improvements, and comply with all applicable laws, ordinances and regulations. All Initial Improvements shall be constructed in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans manner, and any only good grades of material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed used. All Initial Improvements shall be performed in such a fashion and by such means as necessary to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior maintain a professional work environment in the areas surrounding the space to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such noticebe improved. Tenant shall cause the Contractor(s) to obtain only use labor that will work in peace and maintain throughout the work, Workers’ Compensation Insurance harmony with other contractors and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over workers serving the Building and Tenant’s in constructing the Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, avoid actions which interfere with or delay the actual out activities of pocket fees and disbursements paid by Landlord to architects, engineers other contractors serving the Building and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowancetenants. Tenant shall pay from its own funds, permit Landlord to observe and Landlord shall have no obligation with respect to, (y) any and monitor all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicesImprovements.

Initial Improvements. (aA) On the Commencement Date, Tenant Certain improvements shall accept be constructed in the Premises in its according to the space plan attached hereto as Exhibit C (the “as is” condition. All improvements, alterations and betterments (an “AlterationSpace Improvements”) for the purpose of initially preparing the Premises for occupancy by Tenant, all to be paid for as provided in subsection (B) of this section below. Such Space Improvements shall be performed constructed by Tenant at Tenant’s expense Landlord and in accordance with the terms following procedures: (1) Landlord shall promptly after execution of this Article 5. (b) Tenant may improve Lease engage an architect to prepare plans and specifications of the Premises Space Improvements for Tenant’s initial occupancy in accordance review and approval. Such architect shall be selected with detailed specifications and working drawings to be prepared by Tenant’s engineers prior approval, which approval shall not be unreasonably withheld. Such plans and architects. The detailed specifications and working drawings are hereinafter referred shall be submitted to as “Tenant’s Plans”Tenant within twenty-one (21) days after the date hereof, and Tenant shall review and either approve or notify Landlord of proposed changes thereto within fourteen (14) days after receiving same. If no response is forthcoming from Tenant within this fourteen (14) day period, such plans shall be deemed approved. Landlord shall make any changes to such plans reasonably (and timely) requested by Tenant and necessary to make the work shown by plans and specifications conform to Exhibit C. (2) Promptly after the plans and specifications have been finalized, Landlord shall deliver a copy of such plans and specifications to Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall obtain bids for the construction of such improvements from at least two contractors that are not affiliated with Landlord in any way nor owned in party by any member, employee or family member of any member or employee of Landlord. Tenant may, at its option, also obtain bids for such work. After receipt of all bids, each party shall provide copies to the other, and Landlord and Tenant shall promptly select the lowest responsible qualified bid (in Landlord’s reasonable discretion). Thereafter, Landlord shall contract for the construction of such Space Improvements. Landlord shall, in no event, be entitled to a management fee for the Space Improvements. (3) Tenant and its agents and contractors shall have no liability the right to tenant enter the Premises prior to the Commencement Date for purposes of installing fixtures, provided that in doing so such parties shall not performinginterfere with Landlord or its contractors constructing the Space Improvements, and further provided that prior to any such entry Tenant shall have obtained the insurance required under Article IV hereof, and its contractors shall have obtained such liability, workmen’s compensation and other insurance as is reasonably acceptable to Landlord. The Commencement Date shall not be deemed to occur upon such entry unless Tenant begins commencing its normal business operations within the Premises. (B) All costs and expenses of designing and constructing the Space Improvements described in subsection (A) above shall be paid as follows: (1) Landlord shall provide and pay to Tenant an amount not to exceed $25.00 per rentable square foot of the Premises (the “Allowance”) towards (i) the costs of designing the space plan in Exhibit C and all of the plans and specifications for the Space Improvements, and (ii) the costs of constructing the Space Improvements, including but not limited to all fees, costs and expenses paid under construction contracts and subcontracts, construction managers’ fees, costs and expenses, the work specified on Exhibit H. costs of materials, supplies, permits and other items, and any other out-of-pocket expenditures incurred in any connection with such construction (c) collectively, the “Space Improvement Costs”). The Allowance shall not be paid for any other costs or purposes, except that, to the extent the Space Improvement Costs are less than $25 per rentable square foot, Tenant shall proceed forthwith be permitted to cause Tenant’s Plans apply the portion of the Allowance in excess of the Space Improvement Costs, up to be prepared by (but not exceeding) an architect licensed as such in amount of $7.00 per rentable square foot of the State Premises, towards the costs of New York. Tenant’s Plans, including structural acquisition and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets installation of Tenant’s Plans furniture, fixtures and two equipment (2including any telecommunications equipment) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial ImprovementsPremises. Tenant shall pay Landlord, all of the Space Improvement Costs which are in excess of the Allowance. (2) Tenant shall pay to Landlord the amount by which the total costs to Landlord of designing and constructing the Space Improvements exceed the Allowance within thirty (30) days after being billed thereforreceiving Landlord’s written statement of such costs. Tenant shall, prior to Landlord’s beginning construction of the actual out improvements, provide a letter of pocket fees and disbursements paid by Landlord credit or other security satisfactory to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees performance of the foregoing obligation in the event the costs of the Space Improvements (including any modifications requested by Tenant) are commercially reasonablesignificant in the estimation of Landlord. Tenant shall provide this required security within seven (7) days after request by Landlord. (e3) Landlord agrees to pay to Tenant a moving cost reimbursement up to (but not exceeding) an amount of $2.00 per rentable square foot of the Premises. Landlord shall pay such amount(s) to Tenant within thirty (30) days after receiving copies of invoices and receipts for such costs (or, if later, within five (5) days after Tenant moves to the Premises and begins to conduct business therein). (4) Notwithstanding anything to the contrary, Landlord shall be solely responsible for the cost and expense associated with the following, which shall not be considered part of the Space Improvements to be included in the Allowance: (i) Electrical service shall be distributed to the Premises; (ii) Air conditioning’s main duct into the Premises shall be distributed; (iii) Fire sprinkler system shall be distributed throughout the space and ready for expansion and adjustment to drop heads when ceiling is installed; (iv) All columns, exterior walls, and window walls shall be drywalled and completed, taped, painted, and ready for wallcovering by Tenant; (v) Building standard ceiling grid and tiles shall be provided and installed by Landlord; and (vi) Any necessary demolition of any portion of the Premises. (C) Landlord shall pay use commercially reasonable efforts to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount complete such improvements on or before September 1, 2004 (the “Construction AllowanceTarget Date”) which shall not exceed $1,638,850.00), provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and but Landlord shall have no obligation with respect toliability to the Tenant hereunder if prevented from doing so due to strike or other labor troubles, governmental restrictions, failure or shortage of utility service, national or local emergency, accident, flood, fire or other casualty, adverse weather condition, other act of God, inability to obtain a building permit or a certificate of occupancy, or any other cause beyond the Landlord’s reasonable control. However, if any delay in completion of the Space Improvements or in delivering possession of the Premises to Tenant beyond the Target Date are caused by Tenant, including but not limited to failure of Tenant to timely respond to submissions by Landlord under subsection (yA) any of this section above or Tenant’s requesting changes in the Space Improvements which delay completion thereof, then Tenant shall commence all of its obligations hereunder (including the payments of Rent), and all costs terms herein shall be effective and binding, on that date reasonably calculated by Landlord or its contractor as the date on which are Landlord would have substantially completed the Space Improvements if not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicessuch delay.

Initial Improvements. Landlord shall cause to be performed the improvements (athe "Initial Improvements") On the Commencement Date, Tenant shall accept in the Premises in its “as is” conditionaccordance with plans and specifications approved by Tenant and Landlord (the "Plans"), which approvals shall not be unreasonably withheld. All improvements, alterations and betterments (an “Alteration”) The Initial Improvements shall be performed by Tenant at the Tenant’s expense in accordance with 's cost, subject to the terms of this Article 5. Landlord's Contribution (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architectshereinafter defined). The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and include the installation of a separate meter for Tenant's computer room (the "Meter"). Landlord shall have no liability to tenant for not performing, cause the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared prepared, at Tenant's cost, by an a registered professional architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specificationselectrical engineer(s), shall be prepared at Tenant’s sole cost and expenseapproved by the Landlord. Tenant shall submit five (5) sets of Tenant’s Plans and within two (2) CAD discs which shall contain weeks after receipt of the Plans either provide reasonable and detailed written comments to such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to or approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the planssame. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid Tenant shall be deemed approval of Tenant’s to have approved such Plans if it does not timely provide comments on such Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s provides Tenant with revised Plans, Tenant shall revise them within one week after receipt then either provide reasonable and re-submit them detailed written comments to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within Plans or approve such fifteen (15) Business Day period, Landlord Plans. Tenant shall be deemed to have approved such revised plans Plans if Tenant does not timely provide comments on such Plans. Tenant hereby acknowledges and agrees that the Plans for the Initial Improvements must comply with all applicable Governmental Requirements, but that Landlord's preparation of any of the Plans (or such portions thereof; provided, however, that five (5any modifications or changes thereto) Business Days prior shall not impose upon Landlord or its agents or representatives any obligation with respect to the expiration design of the Initial Improvements or the compliance of such fifteen (15) Business Day periodInitial Improvements or the Plans with applicable Governmental Requirements. Landlord, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord consultation of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of select a building permit contractor to perform the construction of the Initial Improvements. Landlord agreesshall use commercially reasonable efforts to cause the Initial improvements for each Phase of the Premises to be substantially completed, except for minor "Punch List" items, on or before the Estimated Commencement Date for such Phase of the Premises specified in the Schedule to the Lease, subject to Tenant Delay (as defined in Section 4 hereof) and Force Majeure. Landlord, or an agent of Landlord, shall provide project management services in connection with the construction of the Initial Improvements and the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant’s cost and expense's cost, for a fee of five percent (5%) of all costs related to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit Plans and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s the Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonableChange Orders. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services.

Initial Improvements. Landlord has caused an architect to prepare a space plan and detailed construction drawings based upon Tenant’s information (a) On the Commencement Date“Drawings”), which Drawings have been approved by Landlord and Tenant shall accept and are attached hereto as Schedule 1 to Appendix C. The work to be performed to configure the Premises in its “as is” condition. All improvementsshown on the Drawings, alterations including all permits and betterments (an “Alteration”) plans related thereto, shall be performed by Tenant at Tenant’s expense in accordance with called the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. TenantLandlord shall be responsible for construction, at Landlord’s sole cost, of the Initial Improvements, which Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements constructed in a good and workmanlike manner manner, free from latent or patent defects, and in accordance compliance with (x) all laws. Landlord and Tenant acknowledge and agree to review and approve in good faith within 5 days after receipt the approved Tenant’s Plans redesign of the ducting in the first floor to accommodate the ceiling height in the Premises, and any material amendments such redesign, once approved, shall become part of Schedule 1 and Schedule 2. Such redesign has been identified and agreed in concept by Landlord and Tenant prior to the date hereof and will not be considered a “Change Order” as defined below. Landlord shall select one or additions thereto more contractors to perform the Initial Improvements. All materials, finishes and installations shall be within the Building standard selection, except to the extent such materials, finishes and installations have been already identified on Schedule 1 or Schedule 2 as being part of the Initial Improvements, as reasonably approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect prior to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, selection and order thereof. Landlord shall approve or disapprove of such changes use commercially reasonable efforts to cause the Initial Improvements to be substantially completed before the target Rent Commencement Date, except for minor “Punch List” items, subject to Tenant Delay (as defined in Section 4 hereof) and Force Majeure. Punch List items shall be completed within fifteen (15) Business Days of 30 days after the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulationCommencement Date. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord The Initial Improvements shall be deemed substantially completed (“Substantially Completed” or “Substantial Completion”) on the date that Landlord’s architect shall so indicate, subject only to have approved such subsequent amendmentsminor or insubstantial details of construction, additions, change orders mechanical adjustment or modifications or such portions thereof; provided, however, that five (5) Business Days prior decoration to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed thereforperformed, the actual out incomplete state of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall does not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection materially interfere with Tenant’s use of the Premises for the Permitted Use. The Initial Improvements solely for the documentedshall not include cabling, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premisestelephone systems, including the documentedfurniture, bona fide costs of carpetingwork stations, wall coveringsTenant trade fixtures, partitionsinformation technology, or any electric meter other matter not specifically identified on Schedule 1 or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicesSchedule 2.

Initial Improvements. (a) On the Commencement Date, Tenant shall accept construct in the Premises those certain improvements shown or described on the plans for such improvements (the "Space Plan") described in its “as is” condition. All improvements, alterations and betterments EXHIBIT E (an “Alteration”"Tenant's Work") shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5following. (b) A. Landlord and Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed shall use reasonable good faith efforts to reach agreement upon final plans, specifications and working drawings for Tenant's Work (the "Final Plans") which Final Plans shall reflect the logical and reasonable evolution and development of the Space Plan. B. Except as otherwise provided to the contrary in this Section 5.4, Tenant shall construct Tenant's Work in accordance with the requirements set forth in Section 5.2 hereof. C. Except to the extent specifically made the obligation of Landlord pursuant to this Subsection C, Tenant shall be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”solely responsible for the payment of all costs incurred in connection with the design, governmental approval, and construction of Tenant's Work; provided, however, that, subject to Subpart E of this Section, below, Landlord shall be obligated to reimburse Tenant for the work shown by cost of installing carpet in the Premises in an amount not exceeding Twelve Thousand Dollars ($12,000.00) (the "Allowance"). Landlord shall disburse to Tenant the Allowance only when: (i) Tenant shall have delivered to Landlord any other document, evidence or information that Landlord may reasonably request to evidence and confirm that the Tenant’s 's Work for which Landlord seek reimbursement has been completed in accordance with the Final Plans is hereinafter referred and Tenant has otherwise fulfilled in all material respects the terms and conditions of this Section with respect to as “the Tenant’s Initial Improvements”. Tenant’s Initial Improvements 's Work that has been done prior to the request for disbursement of the Allowance. (ii) No default or event of default shall includehave occurred, and nor shall there have occurred any event which (with the giving of notice or the passage of time or both) could constitute such a default or event of default, under this Agreement. (iii) Landlord shall have no liability reason to tenant believe that any activities of Tenant or Tenant's employees, agents, contractors or representatives in connection with the Premises and Tenant's Work fail to comply with any Laws, nor shall there exist any litigation, revocation or suspension pending or threatened with respect to compliance with any such Laws. D. The recarpeting of the Premises paid for with Landlord's funds shall become the property of Landlord upon installation and shall not performingbe removed or altered by Tenant, the work specified on Exhibit H. (c) except in accordance with Section 5.2. Any part of Tenant's Work which is constructed by Tenant with funds of Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in become the State property of New York. Tenant’s Plans, including structural Tenant upon installation and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans have the right to depreciate and two (2) CAD discs which shall contain claim and collect investment tax credits in such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plansimprovements; provided, however, that five (5i) Business Days prior Tenant shall not remove or alter such improvements during the term of the Lease, except as permitted by Section 5.2; (ii) such improvements shall be surrendered to Landlord, and title to such improvements shall vest in Landlord, at the expiration or earlier termination of the Lease Term; and (iii) in no event shall Landlord have any obligation to pay Tenant for the cost or value of such improvements. E. On or before January 1, 1997, Tenant shall: (i) complete all of the Tenant's Work in accordance with the approved Final Plans and all applicable Laws and in a good and workmanlike manner; (ii) obtain from every mechanic, materialman, supplier, contractor and subcontractor providing goods or services to the expiration of such fifteen Premises in connection with Tenant's Work (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing have delivered to Landlord) waivers and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day periodreleases of mechanics' liens, Landlord shall be deemed to have approved such revised plans or such portions thereof; providedstop notice claims, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit equitable lien claims and all other permits required for the Improvements, and lien claim rights in form reasonably satisfactory to promptly execute all documents reasonably necessary to be signed by Landlord. (diii) Tenant agrees to hire shall have caused a reputable general contractor, construction manager or subcontractors notice of completion for Tenant's Work in the form and materialmen (hereinafter “Contractor(s)”) in the manner required by Section 3093 of the California Civil Code to be approved by recorded in the Office of the Recorder of Alameda County within ten (10) days after Tenant's Work has been substantially completed. (If Tenant should fail to record such notice within such ten (10)-day period, then Landlord shall have the right to (i) cause such approval not notice to be unreasonably withheld recorded (and Tenant shall execute or delayed cause to be executed any and all documents required by Law to enable Landlord to do so); and/or (other than ii) withhold reimbursement of the Allowance until the statutory period for the filing of mechanic's liens has run (or in lieu thereof, Tenant has provided Landlord with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇a mechanic's ▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by acceptable to Landlord protecting Landlord from mechanic's liens and stop notices for Tenant's Work).) If Tenant fails to perform the obligations required in this Subsection E on or before January 1, 1997, then, without limiting Landlord. 's other rights and remedies on account of Tenant's default, Tenant shall cause its Contractor(s) reimburse to perform Landlord any Allowance previously paid to Tenant’s Initial Improvements in a good and workmanlike manner , which sum shall be held as additional security for the Tenant's obligations under this Lease in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Section 3.6, above. The Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect shall be entitled to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days a re-disbursement of the receipt Allowance only when all of such changes from the obligations of Tenant in this Section 5.4 have been preformed and the conditions to disbursement of the Allowance set forth in subparts (ii) and (yiii) all provisions of Laws and any and all permits and other requirements specified by any ordinanceSubsection C, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendmentsabove, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior are met as of the date of the re-disbursement. F. Notwithstanding anything to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used contrary in this Lease, in no event shall Landlord have any obligation to bring the term “Construction Costs” means amounts actually incurred area inside the Premises into compliance with the Americans with Disabilities Act and paid by all such compliance shall be the obligation of Tenant and covered by Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services's Work.

Initial Improvements. Landlord shall cause to be performed the improvements (athe "Initial Improvements") On in the Commencement DateExpansion Space in accordance with plans and specifications approved by Tenant and Landlord (the "Plans"), Tenant which approvals shall accept the Premises in its “as is” conditionnot be unreasonably withheld. All improvements, alterations and betterments (an “Alteration”) The Initial Improvements shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is 's cost, subject to the Landlord's Contribution (hereinafter referred to as “Tenant’s Initial Improvements”defined). Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s the Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plansa registered professional architect, including structural and mechanical drawings and specifications, electrical engineer(s). Such engineer(s) shall be prepared at approved in advance by the Landlord. Prior to close-of-business ten (10) days after full execution and delivery of this First Amendment to Tenant’s sole cost and expense. Tenant shall submit five (5) sets furnish the initial draft of Tenant’s the Plans to Landlord for Landlord's review and approval. Landlord shall within two (2) CAD discs which shall contain weeks after receipt either provide comments to such Tenant’s Plans in CAD format to Landlord for Landlord’s approvalor approve the same. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s to have approved such Plans if it does not timely provide comments on such Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s provides Tenant with comments to the initial draft of the Plans, Tenant shall revise them and re-submit them provide revised Plans to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail incorporating Landlord's comments within one week after receipt of the reasons for such disapproval, itemizing those portions of the plans so disapprovedLandlord's comments. Landlord shall advise Tenant within fifteen (15) Business Days following one week after receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails then either provide comments to approve or disapprove such revised plans within Plans or approve such fifteen (15) Business Day period, Plans. Landlord shall be deemed to have approved such revised plans or Plans if Landlord does not timely provide comments on such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such noticePlans. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans The process described above shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plansrepeated, Tenant shall submit if necessary, until the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed Plans have been finally approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s hereby agrees that the Plans for the Initial Improvements in a good and workmanlike manner in accordance shall comply with all applicable Governmental Requirements. Landlord's approval of any of the Plans (xor any modifications or changes thereto) the approved Tenant’s Plans and shall not impose upon Landlord or its agents or representatives any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, obligation with respect to any subsequent amendmentsthe design of the Initial Improvements or the compliance of such Initial Improvements or the Plans with applicable Governmental Requirements. Landlord, additions, change orders or modifications after Landlord’s approval with consultation of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days select a contractor to perform the construction of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) Such contractor shall be members selected by a competitive bid process between three contractors selected by Landlord, with consultation of a union affiliated Tenant. Landlord shall use commercially reasonable efforts to cause the Initial Improvements to be substantially completed, except for minor "Punch List" items, on or before the Expansion Space Commencement Date specified in Section 2 of this First Amendment, subject to Tenant Delay (hereafter defined) and Force Majeure. Landlord, or an agent of Landlord, shall provide project management services in connection with the building trades in construction of the City of New York that has jurisdiction over Initial Improvements and the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty Change Orders (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which ). Such project management services shall not exceed $1,638,850.00be performed, providedat Tenant's cost, however, that payments in respect for a fee of Soft Costs shall not in the aggregate exceed fifteen five percent (155%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess related to the preparation of the Construction Allowance or Soft Costs in excess Plans and the construction of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for and the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicesChange Orders.

Initial Improvements. The Airline and the Authority acknowledge and agree that the Airline is leasing the Airline Premises to be used as a DL Sky Club. The Authority intends to deliver the Airline Premises to the Airline on or before (athe “Anticipated Delivery Date”) On in Warm Shell condition. If the Commencement Authority reasonably believes that the Anticipated Delivery Date will be delayed by more than fifteen (15) business days, the Authority shall provide the Airline with written notice of the revised Anticipated Delivery Date. The date on which the Authority delivers the Airline Premises to the Airline in Warm Shell condition shall be referred to herein as the “Delivery Date”. Within ten (10) business days after the Delivery Date, Tenant the Airline shall accept notify the Authority of any defects in the Airline Premises that do not reasonably comply n with Warm Shell condition and the parties shall work cooperatively and collaboratively together to permit the Authority to remedy, or cause to be remedied, any such deficiencies in its “a reasonable timeframe (and Airline shall have a day for day extension of component (b) in the definition of the Rent Commencement Date for each day until the Authority completes any such punch list items). If Airline does not provide the Authority with timely notice of defects hereunder, it will be deemed to have accepted the Airline Premises as is” conditionof the Delivery Date. All improvementsThe Airline shall use commercially efforts to construct the Initial Improvements within twelve (12) months after the Delivery Date. The Authority and the Airline shall reasonably cooperate regarding the approvals and permitting needed for the Initial Improvements. Notwithstanding anything herein to the contrary, alterations and betterments (an “Alteration”) the Airline shall be performed by Tenant at Tenant’s expense have the right to request that the Authority fund, subject to timely execution of the Financing Documents, the Initial Improvements in accordance with the terms of this Article 5Anchor Tenant Agreement. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services.

Initial Improvements. (a) On Except to the Commencement Dateextent expressly provided for herein including all work necessary to satisfy the Delivery Condition, Tenant the costs of which shall accept the Premises in its “as is” condition. All be borne by Landlord, all improvements, alterations and betterments (an “"Alteration”") shall be performed by Tenant at Tenant’s 's expense in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s 's initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s 's engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “"Tenant’s 's Plans”", and the work shown by the Tenant’s 's Plans is hereinafter referred to as “"Tenant’s 's Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H.". (c) Tenant shall proceed forthwith to cause Tenant’s 's Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s 's Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s 's sole cost and expense. Tenant shall submit five (5) sets of Tenant’s 's Plans and two (2) CAD discs which shall contain such Tenant’s 's Plans in CAD format to Landlord for Landlord’s 's approval. Landlord agrees to review Tenant’s 's Plans and to approve the same or make written exceptions thereto within fifteen ten (1510) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s 's Plans, and failure by Landlord to provide the written exceptions within the fifteen ten (1510) Business Day period aforesaid shall be deemed approval of Tenant’s 's Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s 's Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen ten (1510) Business Days following receipt of Tenant’s 's revised plans of Landlord’s 's approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen ten (1510) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen ten (1510) Business Day period, Tenant shall send a second notice to Landlord with the phrase “"FAILURE TO APPROVE OR DISAPPROVE TENANT’S 'S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S 'S PLANS, AS REVISED” " in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s 's withholding of its consent to Tenant’s 's Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s 's Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s 's cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed 's architect and engineer in providing information needed for the preparation of Tenant’s 's Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary required to be signed by Landlord. In addition, Landlord agrees to request that Overlandlord cooperate in the application for a building permit and other required permits to the extent required, and to request that Overlandlord otherwise cooperate with the approval of, and installation of, Tenant's Initial Improvements to the extent required under the ▇▇▇▇▇▇▇▇▇. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “"Contractor(s)”") to be approved by Landlord such approval not to be unreasonably withheld or delayed delayed, (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s 's Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s 's Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided that Landlord shall not unreasonably withhold or delay its approval of any such material amendments or additions (it being agreed that Landlord's approval shall not be required for any amendments, additions, change orders or modifications to Tenant's Plans costing less than $100,000 unless the same (i) affects the usage or the proper functioning of any of the Building systems or (ii) materially changes the scope of Tenant's Initial Improvements) and further provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s 's approval of Tenant’s 's Plans, Landlord shall approve or disapprove of such changes within fifteen ten (1510) Business Days of the receipt of such changes (to the extent such approval of Landlord is required pursuant to this Section 5.01(d)) from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ ' Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s 's Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s 's Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s 's Plans, provided such fees are commercially reasonable. Landlord has pre-approved those contractors, subcontractors and materialmen listed on Exhibit K attached hereto, which such approval shall be effective for all purposes of both this Section 5.01 and Section 5.02 hereof. Landlord shall have the right, from time to time, to withdraw a contractor, subcontractor or materialman from the pre-approved list for cause upon written notice to Tenant. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f5(f) hereof Construction Costs and Softs Costs (as hereinafter defined) for the Premises in an amount (the “"Construction Allowance”") which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance913,960.00. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentenceAllowance. As used in this Lease, the term “"Construction Costs” " means amounts actually incurred and paid by Tenant and Tenant’s 's contractors, subcontractors and vendors in connection with Tenant’s 's Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including including, without limitation, the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, architectural and engineering fees and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred . (f) Provided that no Event of Default shall have occurred and paid be continuing under this Lease, Landlord shall pay to Tenant the Construction Allowance upon written request from Tenant and submission to Landlord of reasonably satisfactory evidence that Tenant has expended not less than the Construction Allowance in Construction Costs of Tenant's Initial Improvements, and has provided to Landlord in form and substance reasonably satisfactory to Landlord a requisition therefor accompanied by Tenant in connection with a notarized certificate signed by Tenant’s 's New York-licensed architect certifying that all of Tenant's Initial Improvements solely which have been installed to date have been constructed and installed, in each instance substantially in accordance with the plans and specifications therefor approved by Landlord. Within twenty (20) days after the making of the payment by Landlord, Tenant shall submit to Landlord, in form and substance reasonably satisfactory to Landlord, written documentation (an "Advice") which shall: (i) include, as attachments, copies of paid invoices for those Construction Costs which Tenant has incurred prior to such Advice; (ii) include, as an attachment, a notarized certificate signed jointly by Tenant's New York-licensed architect and by a duly authorized officer of Tenant certifying that (a) such invoices have been paid in full and (b) the documentedwork, bona fide cost supplies and materials described in such invoices have in fact been duly, properly and completely constructed and installed in the Premises or in the demising walls and common area corridors substantially in accordance with plans and specifications theretofore approved by Landlord; and (iii) In the event that Landlord does not pay the full amount of accountingthe Construction Allowance to Tenant within twenty days receipt of Tenant's request and the requisite documentation, legalTenant shall thereafter have the right to send Landlord written notice that such Construction Allowance is due and payable in accordance with the terms hereof. In the event that Landlord does not dispute such notice within thirty (30) days from receipt thereof, architectural, engineering Tenant shall have the right to offset all unpaid portions of the Construction Allowance against the next payments of Fixed Rent and other professional or consulting servicesAdditional Charges becoming due under the Lease. Any dispute as to whether such Construction Allowance is due and payable shall be submitted to arbitration in accordance with Section 9.19 hereof.

Initial Improvements. The Initial Improvements: (a) On the Commencement Date, Tenant shall accept the Premises in its “as is” condition. All improvements, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with subject to the terms provisions of this Article 5. Sections 10.2, 10.3 and 10.4 above; (b) performed by contractor selected by Tenant may improve and reasonably approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed provided that Landlord has preapproved The Richmond Group, Inc. as the Premises potential general contractor for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, ; and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural based on plans and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have specifications approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. , which approval shall not be unreasonable withheld, conditioned or delayed (the “Initial Improvement Plans”); and (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors the following terms and materialmen conditions shall apply: (hereinafter “Contractor(s)”i) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, ’s Proportion (as hereinafter defined) of the cost shown on each requisition (as hereinafter defined) submitted by Tenant to Landlord within thirty (30) days after being billed thereforof submission thereof until the entirety of the Improvement Allowance has been exhausted. “Landlord’s Proportion” shall be a fraction, the actual out numerator of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than which is the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Improvement Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord the denominator of which is the total contract price for the work. A “requisition” shall have no obligation with respect tomean written documentation, including, without limitation, (yi) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and invoices from Tenant’s contractors, subcontractors vendors, service providers and vendors consultants, and such other documentation as Landlord may reasonably request, showing in connection with Tenant’s Initial Improvements solely for reasonable detail the documented, bona fide cost of (i) construction supplies and materials which are physically the items in question or improvements installed to date in and made a part of the Premises, including accompanied by certifications from Tenant that the documented, bona fide costs amount of carpeting, wall coverings, partitions, any electric meter the requisition in question is true and correct and does not exceed the cost of the items or submeter, and permit fees, improvements covered by such requisition; and (ii) labor actually performed within evidence that all of the PremisesInitial Improvements and other work done by or on behalf of Tenant which could give rise to any mechanic’s or materialman’s liens has been paid for in full and that any and all liens therefor that have been or may be filed have been satisfied of record or waived (the “Lien Waivers”) with respect to the prior month’s requisition. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s Initial Improvements solely for books and records relating to each requisition in order to verify the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicesamount thereof.

Initial Improvements. (a) On Subject to reimbursement by Subtenant as provided herein, Sublandlord shall arrange for the Commencement Date, Tenant shall accept construction and installation of initial improvements to the Subleased Premises in its “as is” condition. All improvements, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense substantially in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be plans prepared by Tenant’s engineers M.B.H. Architects, dated October 28, 1999, subject to further refinement and architectschanges therein as determined from time to time by Sublandlord ("INITIAL IMPROVEMENTS"). The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall includebe completed in a good and workmanlike manner. For all purposes hereof, construction of the Initial Improvements will be deemed to be "SUBSTANTIALLY COMPLETE" at such time as Sublandlord, in good faith, notifies Subtenant that the construction thereof has been completed except for punch list items and any other items which will not materially interfere with Subtenant's use and occupancy, and Landlord shall have no liability to tenant except for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans equipment and other items to be prepared installed by an architect licensed as Subtenant. Sublandlord shall assign to Subtenant all warranties and guaranties by the general contractor with respect to such contractor's construction of the Initial Improvements (which warranties and guaranties shall be substantially comparable to those obtained by Sublandlord from such general contractor with respect to the construction of the initial improvements in the State respective portions of New Yorkthe Premises to be occupied by Sublandlord and its other subtenants), and Subtenant shall look solely to such general contractor for all claims relating to or arising out of the construction of the Initial Improvements. Tenant’s PlansSublandlord shall provide Subtenant, including structural from time to time, with a statement or statements specifying the amount to be paid on account of the Initial Improvements and mechanical drawings and specifications, Subtenant shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain pay such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto amount within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications days after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonablestatement. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services.

Initial Improvements. (a) On Preliminary drawings of the Commencement Date, Tenant shall accept floor plans of the Premises in its “are attached as is” condition. All improvements, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5Appendix 1. (b) Tenant may improve Landlord shall cause the Premises for Tenant’s initial occupancy Base Building Improvements (the “Base Building Improvements”) described on Appendix 2 to be completed in accordance with detailed the plans and specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as (the “Tenant’s Building Plans”) prepared in accordance with subparagraph (d) below, and, to the extent applicable, the Building Standards and Specifications attached as Appendix 3. (Tenant may work with Landlord to “value engineer” the floor lobbies on the garden level and second through fifth floors to replace granite flooring with carpet, and with respect to the design of the ceilings and walls. Any amount actually saved by such value engineering shall be added to the TI Allowance, as defined below.) The Base Building Improvements shall be made, and the work shown by the TenantBuilding Plans shall be prepared, at Landlord’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall includesole cost and expense, and Landlord the cost thereof shall have no liability to tenant for not performing, reduce the work specified on Exhibit H.TI Allowance. (c) Subject to Paragraph 1(f) of this Exhibit, Landlord shall also cause the Tenant Improvements (the “Tenant Improvements”) to be completed in accordance with the plans and specifications (the “Tenant Improvement Plans”) approved by Landlord and Tenant, and the Building Standards and Specifications attached as Appendix 3, subject to any modifications made by Tenant and approved by Landlord in accordance with this Exhibit. The Tenant Improvements shall proceed forthwith to cause be made, and the Tenant Improvement Plans shall be prepared, at Tenant’s cost, subject to the TI Allowance. (The Base Building Improvements and the Tenant Improvements are referred to in this Exhibit collectively as the “Initial Improvements.” The Building Plans and the Tenant Improvement Plans are referred to in this Exhibit collectively as the “Plans.”) (d) Landlord shall cause the Building Plans to be prepared by an architect licensed as such in a registered professional architect. Landlord shall furnish the State initial draft of New York. the Building Plans to Tenant for Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expensereview. Tenant shall submit five (5) sets of Tenant’s Plans and have two (2) CAD discs which weeks after receipt to provide comments to such Plans. (e) Tenant shall contain such Tenant’s cause the Tenant Improvement Plans in CAD format to be prepared by a registered professional architect as soon as reasonably practicable, but no later than six (6) months after date of the Lease. Tenant shall furnish the initial draft of the Tenant Improvement Plans to Landlord for Landlord’s review and approval. Landlord agrees shall within two (2) weeks after receipt either provide comments to review Tenant’s such Tenant Improvement Plans and to or approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the planssame. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s to have approved such Tenant Improvement Plans if Landlord does not timely provide comments on such Tenant Improvement Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s provides Tenant with comments to the initial draft of the Tenant Improvement Plans, Tenant shall revise them and re-submit them provide revised Tenant Improvement Plans to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail incorporating Landlord’s comments within one week after receipt of the reasons for such disapproval, itemizing those portions of the plans so disapprovedLandlord’s comments. Landlord shall advise Tenant within fifteen (15) Business Days following one week after receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails then either provide comments to approve or disapprove such revised plans within Tenant Improvement Plans or approve such fifteen (15) Business Day period, Tenant Improvement Plans. Landlord shall be deemed to have approved such revised plans Tenant Improvement Plans if Landlord does not timely provide comments on such Tenant Improvement Plans. The process described above shall be repeated, if necessary, until the Tenant Improvement Plans have been finally approved by Landlord. (f) Millrock Development, LLC shall perform the construction of the Tenant Improvements on the initial Premises only, using a competitive bidding process, excluding electrical and mechanical items previously bid. (As used in this Exhibit C, “initial Premises” means the approximately 95,000 rentable square feet initially covered by the Lease, and does not include any other space, such as the First Expansion Space or the Second Expansion Space (as defined in the Rider attached to the Lease).) Tenant shall have the right to approve the contractors/subcontractors for the Tenant Improvements, subject to the proviso in this subparagraph below. Landlord shall solicit a minimum of three (3) bids from all construction trades involved in the Tenant Improvement process. Tenant shall have the right to review and approve the subcontractors based on the competitive bid process, subject to the proviso in this subparagraph below. All bids and all costs will be provided to Tenant for approval per an “open book” process. The cost of the Tenant Improvements shall be calculated at Landlord’s actual cost, with no additional markup or profit. Landlord shall, in good faith and in a commercially reasonable manner, provide Tenant with commercially reasonable input into the bidding process (including bid review) so long as Tenant’s actions do not delay such portions thereofprocess or the completion of the Tenant Improvements; provided, however, that five Landlord reserves the sole right and discretion, acting in good faith and in a commercially reasonable manner, to make all final decisions regarding selection of contractors. Landlord shall use commercially reasonable efforts to cause the Tenant Improvements to be substantially completed, except for minor “punch list” items, on or before the projected Commencement Date set forth in Paragraph 1.3 of the Lease, subject to Tenant Delay (5as defined in Paragraph 4 of this Exhibit) Business Days prior and force majeure (as described in Paragraph 22.2 of the Lease). (g) Landlord or an agent of Landlord shall provide project management services in connection with the construction of the Tenant Improvements and the Change Orders (defined below) for the initial Premises only. Project management services related to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans Improvements and any Change Orders shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, performed at Tenant’s cost and expensecost, to reasonably cooperate the extent that such cost (together with all other costs payable by Tenant and Tenant’s independent licensed architect and engineer in providing information needed for under this Exhibit C) exceeds the preparation of Tenant’s PlansTI Allowance, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes fee of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen two percent (152%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction TI Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely only for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicesinitial Premises only.

Initial Improvements. (ai) On Tenant, following the Commencement Datedelivery of the Premises by Landlord and the full and final execution and delivery of the Lease to which this Exhibit C is attached shall have the right to perform alterations and improvements in the Premises (the “Initial Improvements”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform the Initial Improvements in the Premises unless and until Tenant has complied with all of the terms and conditions of Article 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Improvements and the contractors to be retained by Tenant to perform such Initial Improvements. Landlord hereby approves the conceptual plans for the Initial Improvements as shown on Schedule C-1 attached hereto (the “Conceptual Plans”), and Landlord may not unreasonably withhold, delay, or condition its approval to the Initial Improvements shown on any subsequently delivered plans and specifications with respect to elements of the Initial Improvements shown on the Conceptual Plans. To the extent Landlord objects to any plans or specifications for the Initial Improvements, it shall provide a reasonably detailed writing identifying the reasons for its objection. Landlord shall promptly provide all information, plans, and specifications with respect to the Building within Landlord’s possession or control (it being agreed that Landlord shall have no obligation to generate any new materials or summaries for the benefit of Tenant) which Tenant reasonably requests in connection with the design and construction of the Initial Improvements. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Improvements shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Improvements shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than one hundred percent (100%) of the total estimated cost of the Initial Improvements, or (iv) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. (ii) Tenant agrees to accept the Premises in its “as as-is” condition. All improvementscondition and configuration, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord it being agreed that except for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord obligation to provide Landlord’s Contribution, as hereinafter defined, Landlord shall not be required to perform any work or incur any costs, in connection with the written exceptions within construction or demolition of any improvements in the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s PlansPremises; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant this shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans not affect any of Landlord’s approval or disapproval obligations under Sections 5, 7, 9, 16 and 17 of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detailLease. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord There shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to no limits on the expiration of such fifteen (15) Business Day period, times during which Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of and its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to contractors may perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by LandlordInitial Alterations. (diii) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to This Exhibit shall not be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections deemed applicable to any Building systems which Contractors shall be those designated additional space added to the Premises at any time or from time to time, whether by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvementsany options under the Lease or otherwise, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days portion of the receipt original Premises or any additions to the Premises in the event of such changes from Tenant and (y) all provisions a renewal or extension of Laws and any and all permits and other requirements specified the original Term of the Lease, whether by any ordinanceoptions under the Lease or otherwise, law unless expressly so provided in the Lease or public regulation. If Landlord fails to approve any amendment or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior supplement to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonableLease. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services.

Initial Improvements. Concessionaire shall make an initial minimum investment in Leasehold Improvements for the permanent Leased Premises, including architectural and engineering fees; construction costs; mechanical, electrical and plumbing; signs; storefronts; furniture, fixtures and equipment; demolition necessary to accommodate the improvements; and other expenditures (a) On the Commencement Date, Tenant shall accept the Premises in its “as is” condition. All improvements, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount not less than the Initial Minimum Investment Amount stated in the Key Lease Agreement Terms, which shall include a minimum of $600 per square foot for food service units, $500 per square foot for retail units, $200 per square foot for common food service seating (outside of a restaurant), $100 per square foot for vending areas for all new, permanent concession locations and [dollar amount in words] ($X) for Interim Concession Operations Locations. Concessionaire shall complete the Initial Improvements within the permanent Leased Premises defined by the lease outline drawings, lease lines, and/or other boundaries described in this Lease Agreement according to the procedures and standards specified in the Tenant Design Guidelines and commence operations on January 1, 2025 for all Interim Concession Operations Locations and the Build-Out Deadline for each permanent concession location; provided however, the Build-Out Deadline for a location may be extended to the extent of such other delays directly caused by the Authority and/or force majeure events beyond the control of Concessionaire as set forth in Article 31. In the event that Concessionaire has not completed the Initial Improvements and commenced operations prior to the Build-Out Deadline for a location, Concessionaire shall, in addition to (and not in lieu of) any other rights or remedies the Authority may have (whether under this Lease Agreement or in law or in equity), begin paying the Minimum Annual Guarantee associated with such location as stated in Article 4.0 of this Lease Agreement and pay the Authority the sanction amounts for an amount equal to $1,000 per day per location or concept as construction delay damages (“Construction AllowanceDelay Damages”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in until Concessionaire has completed the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicescommenced operations.

Initial Improvements. (a) On the Commencement Date, Tenant shall accept the Premises in its “AS IS” condition on such date and Landlord shall not be required to perform any work, pay any work allowance or any other amount or render any services to make the Premises ready for Tenant’s use and occupancy, subject only to Landlord’s performance of Landlord’s Work (as is” conditiondefined below). (b) Landlord, at Landlord’s expense, shall perform or cause to be performed the work described on EXHIBIT E (“Landlord’s Work”) in accordance with the provisions thereof. Tenant shall be permitted, within thirty (30) days of substantial completion of Landlord’s Work, to submit a list of punch-list items of Landlord’s Work which remain incomplete, and Landlord shall remedy same as soon as reasonably practical thereafter. In the event Tenant takes possession of the Premises for the performance of Alterations or for any other reason during Landlord’s performance of Landlord’s Work, Landlord and Tenant agree to cooperate with each other and to not unreasonably interfere with the performance of Landlord’s Work and any of Tenant’s initial Alterations to the Premises. Tenant acknowledges that the performance by Landlord of Landlord’s Work may disturb Tenant’s quiet enjoyment and access to the Premises, Tenant hereby accepts such conditions as modifications and limitations on its right to use the Premises and hereby waives any and all claims for damages to its property or its business which may be caused by the effects of any such work. All improvements, alterations initial improvements which do not constitute Landlord’s Work shall constitute Alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense (except as expressly provided in Article 10) in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans 4.02 and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all applicable provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services.EXHIBIT D.

Initial Improvements. (a) On Preliminary drawings of the Commencement Date, Tenant shall accept floor plans of the Premises in its “are attached as is” condition. All improvements, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5Appendix 1. (b) Tenant may improve Landlord shall cause the Premises for Tenant’s initial occupancy Base Building Improvements (the “Base Building Improvements”) described on Appendix 2 to be completed in accordance with detailed the plans and specifications and working drawings to be (the “Building Plans”) prepared by Tenant’s engineers Landlord and architectsLaws. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”Base Building Improvements shall be made, and the work shown by the TenantBuilding Plans shall be prepared, at Landlord’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall includesole cost and expense, and Landlord the cost thereof shall have no liability to tenant for not performingreduce the TI Allowance, the work specified on except as provided in Paragraph 2 of this Exhibit H.and except that any changes, alterations, modifications or upgrades to: (ci) the Base Building Improvements or the Building Plans requested by Tenant shall proceed forthwith and approved by Landlord; or (ii) the Tenant Improvements or the Tenant Improvement Plans (both defined below) that result in changes, alterations, modifications or upgrades to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Base Building Improvements or the Building Plans, including structural and mechanical drawings and specifications, shall be prepared made at Tenant’s sole cost and expense, subject to the TI Allowance. Landlord will provide one test fit and one update at no charge to Tenant, using Landlord’s preferred architect. (c) Landlord shall cause a space plan (the “Space Plan”) for the Premises to be prepared by Landlord’s architect. Landlord shall furnish the initial draft of the Space Plan to Tenant for Tenant’s review and approval. Tenant shall submit five within three (53) sets business days after receipt either provide comments to such Space Plan or approve the same. If Tenant provides Landlord with comments to the initial draft of the Space Plan, Landlord shall provide a revised Space Plan to Tenant incorporating Tenant’s comments within three (3) business days after receipt of Tenant’s Plans and two comments. Tenant shall within three (23) CAD discs which business days after receipt then either provide comments to such revised Space Plan or approve such Space Plan. The process described above shall contain such be repeated, if necessary, until the Space Plan finally has been approved by Tenant. The Space Plan shall be made at Tenant’s Plans in CAD format sole cost and expense, subject to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s PlansTI Allowance; provided, however, that five Landlord shall provide an initial Space Plan and a second iteration of the Space Plan for Tenant without cost to Tenant. (5d) Business Days prior After the Space Plan finally has been approved by the Parties, Landlord shall also cause the Tenant Improvements (the “Tenant Improvements”) described on Appendix 2 to be completed in accordance with the plans and specifications (including the tenant finishes) (the “Tenant Improvement Plans”) approved by the Parties and Laws. The Tenant Improvements shall be made, and the Tenant Improvement Plans shall be prepared, at Tenant’s sole cost and expense, subject to the expiration TI Allowance. (The Base Building Improvements and the Tenant Improvements are referred to in this Exhibit collectively as the “Initial Improvements.”) The Initial Improvements shall be completed free of such fifteen (15) Business Day periodany mechanics’ liens, Tenant shall send a second notice except to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” extent of any dispute in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plansconnection therewith, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by in which case Landlord shall adequately protect the Property from the foreclosure of any such lien. (e) Landlord shall cause the Tenant Improvement Plans to be accompanied prepared by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapprovedregistered professional architect and mechanical and electrical engineer(s). Landlord shall advise furnish the initial draft of the Tenant Improvement Plans to Tenant for Tenant’s review and approval. Tenant shall within fifteen three (153) Business Days following business days after receipt either provide comments to such Tenant Improvement Plans or approve the same. Tenant shall be deemed to have approved such Tenant Improvement Plans if Tenant does not timely provide comments on such Tenant Improvement Plans. If Tenant provides Landlord with comments to the initial draft of the Tenant Improvement Plans, Landlord shall provide revised Tenant Improvement Plans to Tenant incorporating Tenant’s comments within three (3) business days after receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and comments. Tenant shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails within three (3) business days after receipt then either provide comments to approve or disapprove such revised plans within Tenant Improvement Plans or approve such fifteen (15) Business Day period, Landlord Tenant Improvement Plans. Tenant shall be deemed to have approved such revised plans Tenant Improvement Plans if Tenant does not timely provide comments on such Tenant Improvement Plans. The process described above shall be repeated, if necessary, until the Tenant Improvement Plans have finally been approved by Tenant. (f) All bids and all costs will be provided to Tenant for approval per an “open book” process. The cost of the Tenant Improvements shall be calculated at Landlord’s actual cost, with no additional markup or profit to Landlord. Landlord shall provide Tenant with reasonable input into the bidding process (including bid review) so long as Tenant’s actions do not delay such portions thereofprocess or the completion of the Initial Improvements; provided, however, that five Landlord reserves the sole right and discretion, acting reasonably, to make all final decisions regarding selection of contractors, subcontractors and material suppliers, unless (5) Business Days prior except for all design/build subcontractors, that is, fire/life safety, mechanical, electrical and plumbing subcontractors, which shall not be subject to the expiration following limitation) Tenant, acting reasonably, objects within three (3) business days after the acceptance of any bid of any subcontractor or material supplier to such bid as being an above-market bid (which objection shall be accompanied by a statement of the correct amount of a market bid and reasonable supporting evidence for such statement, such as, for example, a market bid from another reputable subcontractor or material supplier), in which case Landlord shall either cause such subcontractor or material supplier to reduce its bid to a market bid, or designate to Tenant another subcontractor or material supplier that provides a market bid. Landlord shall negotiate with its architects, contractors and suppliers to ensure that the design and construction of the Tenant Improvements are completed using high quality materials and workmanship, with such materials and workmanship being completed at fair market/industry standard costs. Landlord shall use its best efforts to cause the final bids to be competitive for tenant improvements to Comparable Buildings. (g) Within three (3) business days following the award of all bids for the Tenant Improvements, Landlord shall prepare or caused to be prepared on an open-book basis a construction budget for the Tenant Improvements, which shall reflect the costs set forth in all of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans bids and shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant for Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlordapproval. Tenant shall cause its Contractor(shave three (3) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the business days following receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails budget to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord request clarifications to the same and/or to perform value engineering and make changes to the Tenant Improvement Plans. Tenant shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or budget if Tenant does not timely provide comments on such portions thereof; provided, however, that five (5) Business Days prior budget. If Tenant provides Landlord with comments to the expiration initial draft of such fifteen budget, Landlord shall provide a revised construction budget to Tenant incorporating Tenant’s comments within three (153) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top business days after receipt of such noticeTenant’s comments. Tenant shall cause the Contractor(swithin three (3) business days after receipt then either provide comments to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury such revised budget or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry approve such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvementsbudget. Tenant shall pay Landlordbe deemed to have approved such revised budget if Tenant does not timely provide comments on such budget. The process described above shall be repeated, within thirty (30) days after being billed thereforif necessary, the actual out of pocket fees and disbursements paid until such budget finally has been approved by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant. On Tenant’s Plansapproval of the budget, provided such fees are commercially reasonable. (e) Landlord shall pay submit to Tenant pursuant for Tenant’s signature a “Notice to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) Proceed with Construction” agreement which shall not exceed $1,638,850.00itemize all costs associated with the Tenant Improvements, provided, however, that payments and include Tenant’s agreement to pay for any such improvement costs in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) excess of the Construction TI Allowance. Tenant shall pay from its own funds, execute the Notice to Proceed with Construction within three (3) business days after Tenant’s receipt of the same and prior to construction. (h) Landlord shall have no obligation provide project management services in connection with respect tothe construction of the Initial Improvements and the Change Orders (defined below). Such project management services shall be performed at Tenant’s sole cost and expense, subject to the TI Allowance, for a fee of two percent (y2%) any and of all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess related to the preparation of the Construction Allowance or Soft Costs in excess Tenant Improvement Plans and the construction of the limitation Tenant Improvements and the Change Orders. Except for the fee described in the foregoing immediately preceding sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documentedgeneral conditions, bona fide cost of (i) construction supplies overhead and materials which are physically installed in and made a part profit of the Premisesgeneral contractor (which may include Landlord acting as the general contractor) (which fee, including together with the documentedgeneral conditions, bona fide overhead and profit of the general contractor, will not exceed a total of five percent (5%) of all costs related to the preparation of carpetingthe Tenant Improvement Plans and the construction of the Tenant Improvements and the Change Orders), wall coverings, partitions, any electric meter no other administrative or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid supervisory fee shall be payable by Tenant in connection with the Tenant Improvements or Change Orders. Tenant may, at Tenant’s Initial discretion and sole cost and expense, engage a representative to oversee construction activities on Tenant’s behalf. Said representative shall coordinate its efforts with Landlord’s project manager and/or contractor, shall have full access to all information and documentation with respect to the Tenant Improvements solely for and may be engaged throughout the documented, bona fide cost design and construction process of accounting, legal, architectural, engineering and other professional or consulting servicesthe Tenant Improvements.

Initial Improvements. Landlord has heretofore delivered to Tenant those certain plans for construction of the base building (athe "Base Building Work") On the Commencement Date, Tenant shall accept the Premises in its “as is” condition. All improvements, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial ImprovementsGood, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by LandlordArchitects and dated November 20, 1997 (revised January 15, 1998) (the "Base Building Plans"). Tenant shall, within ten (10) days after the date of the Lease, either provide comments to such Base Building Plans or approve the same. Tenant shall be deemed to have approved such Base Building Plans if it does not provide comments on such Base Building Plans within the required time period. Tenant may only comment on the Base Building Plans to the extent they conflict with the specifications set forth in Appendix C-1 and Appendix C-2 attached hereto. If Tenant provides Landlord with comments to the initial draft of the Base Building Plans, Landlord shall provide revised Base Building Plans to Tenant incorporating Tenant's comments within one (1) week after receipt of Tenant's comments. Tenant shall within one (1) week after receipt then either provide comments to such revised Base Building Plans or approve such Base Building Plans. Tenant shall be deemed to have approved such revised Base Building Plans if Tenant does not provide comments on such Base Building Plans within the required time period. The process described above shall be repeated, if necessary, until the Base Building Plans have been finally approved by Tenant. Landlord shall cause its Contractor(sto be performed the improvements (the "Initial Improvements") to perform Tenant’s Initial Improvements in a good and workmanlike manner the Premises in accordance with (x) the approved Tenant’s Plans plans and any material amendments or additions thereto specifications mutually approved by Tenant and Landlord as set forth below and incorporating such mutually-approved Base Building Plans (the "Initial Improvement Plans"), which approvals shall not be unreasonably withheld, delayed or conditioned. The Initial Improvements above Base Building Work shall be performed at the Tenant's cost, subject to the Landlord's Contribution (hereinafter defined). Base Building Work shall include, without limitation, installation of fiber optics, cabling, a four (4) inch conduit linking Buildings 6, 7, 8 and 9 within the Project to accommodate Tenant's communications and data cabling, and shower facilities on the first (1st) floor of the Building, all municipal authorities having jurisdiction; providedas set forth in the Base Building Plans. Landlord and Tenant agree that the building shell plans for Building 7 and Building 9 will be generally consistent with the Base Building Plans. Tenant shall cause the Initial Improvement Plans to be prepared, howeverat Tenant's cost, thatby a registered professional architect (currently contemplated to be RTG Partners, with respect Inc.), and mechanical and electrical engineer(s). Such engineer(s) shall be reasonably approved in advance by the Landlord. Prior to any subsequent amendmentsclose-of-business on May 1, additions1998, change orders or modifications after Tenant shall furnish the initial draft of the Initial Improvement Plans to Landlord for Landlord’s approval of Tenant’s Plans, 's review and approval. Landlord shall within two (2) weeks after receipt either provide comments to such Initial Improvement Plans or approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulationsame. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or Initial Improvement Plans if it does not provide comments on such portions thereof; provided, however, that five (5) Business Days prior Initial Improvement Plans within the required time period. If Landlord provides Tenant with comments to the expiration initial draft of such fifteen (15) Business Day periodthe Initial Improvement Plans, Tenant shall send a second notice provide revised Initial Improvement Plans to Landlord incorporating Landlord's comments within one (1) week after receipt of Landlord's comments. Landlord shall within one (1) week after receipt then either provide comments to such revised Initial Improvement Plans or approve such Initial Improvement Plans. Landlord shall be deemed to have approved such revised Initial Improvement Plans if Landlord does not provide comments on such Initial Improvement Plans within the required time period. The process described above shall be repeated, if necessary, until the Initial Improvement Plans have been finally approved by Landlord. Tenant hereby agrees that the Initial Improvement Plans for the Initial Improvements shall comply with all applicable Governmental Requirements. Landlord's approval of any of the Initial Improvement Plans (or any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the design of the Initial Improvements or the compliance of such Initial Improvements or the Initial Improvement Plans with applicable Governmental Requirements except with respect to Landlord's Base Building Work. Landlord, with consultation of Tenant, shall select a contractor to perform the construction of the Initial Improvements, provided that Tenant, at its option, may require Landlord to select ▇▇▇▇▇ Construction as the contractor. Landlord shall use commercially reasonable efforts to cause the Initial Improvements to be substantially completed, except for minor "Punch List" items, on or before the Estimated Completion Date specified in this Appendix C, subject to Tenant Delay (as defined in Section 4 hereof) and Force Majeure. Landlord, or an agent of Landlord, shall provide project management services in connection with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE construction of the Initial Improvements and the Change Orders (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such noticehereinafter defined). Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) Such project management services shall be members performed, at Tenant's cost, for a fee of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen two percent (152%) of all direct "hard" costs related to the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess construction of the Construction Allowance or Soft Costs in excess Initial Improvements and the Change Orders up to $20.00 per Rentable Square Foot of the limitation described in Building, to be deducted from Landlord's Contribution. During the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost course of (i) construction supplies and materials which are physically installed in and made a part of the PremisesInitial Improvements, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter Landlord or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by its agent shall provide Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicesmonthly construction progress reports.

Initial Improvements. Landlord shall cause to be performed the improvements (athe "Initial Improvements") On the Commencement Date, Tenant shall accept in the Premises in its “as is” conditionaccordance with plans and specifications approved by Tenant and Landlord (the "Plans"), which approvals shall not be unreasonably withheld, The Initial Improvements shall be performed at the Tenant's cost, subject to the Landlord's Contribution (hereinafter defined). All improvementsTenant shall cause the Plans to be prepared, alterations at Tenant's cost, by a registered professional architect, and betterments (an “Alteration”mechanical and electrical engineer(s). Such engineer(s) shall be performed by Tenant at Tenant’s expense approved in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown advance by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expenseLandlord. Tenant shall submit five (5) sets furnish the initial draft of Tenant’s the Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s 's review and approval. Landlord agrees shall within one (1) week after receipt either provide comments to review Tenant’s such Plans and to or approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the planssame. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s to have approved such Plans if it does not timely provide comments on such Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s provides Tenant with comments to the initial draft of the Plans, Tenant shall revise them and re-submit them provide revised Plans to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail incorporating Landlord's comments within two weeks after receipt of the reasons for such disapproval, itemizing those portions of the plans so disapprovedLandlord's comments. Landlord shall advise Tenant within fifteen (15) Business Days following one week after receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails then either provide comments to approve or disapprove such revised plans within Plans or approve such fifteen (15) Business Day period, Plans. Landlord shall be deemed to have approved such revised plans or Plans if Landlord does not timely provide comments on such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such noticePlans. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans The process described above shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plansrepeated, Tenant shall submit if necessary, until the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed Plans have been finally approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s hereby agrees that the Plans for the Initial Improvements in a good and workmanlike manner in accordance shall comply with all applicable Governmental Requirements. Landlord's approval of any of the Plans (xor any modifications or changes thereto) the approved Tenant’s Plans and shall not impose upon Landlord or its agents or representatives any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, obligation with respect to any subsequent amendmentsthe design of the Initial Improvements or the compliance of such Initial Improvements or the Plans with applicable Governmental Requirements. Landlord, additions, change orders or modifications after Landlord’s approval with consultation of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days select a contractor to perform the construction of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction ManagerLandlord shall use commercially reasonable efforts to cause the Initial Improvements to be substantially completed, Tenant within sixty (60) days upon the issuance of all necessary permits provided Landlord has full accessibility to the Premises, except for minor "Punch List" items, which Landlord shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, use commercially reasonable efforts to complete within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay days. Subject to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs Delay (as defined in Section 4 hereof) and Force Majeure in the event the Initial Improvements and Punch List items are not completed within such time periods as indicated above, Tenant shall be entitled to a Rent credit equal to one day for every day beyond such applicable time period. The Rent credit shall be calculated based upon the ratio of the square footage of Suites 201 and 205 combined compared to the entire square footage of the Premises. Landlord, or an agent of Landlord, shall provide project management services in connection with the construction of the Initial Improvements and the Change Orders (hereinafter defined) in an amount (the “Construction Allowance”) which ). Such project management services shall not exceed $1,638,850.00be performed, providedat Tenant's cost, however, that payments in respect for a fee of Soft Costs shall not in the aggregate exceed fifteen five percent (155%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess related to the preparation of the Construction Allowance or Soft Costs in excess Plans and the construction of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for and the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicesChange Orders.

Initial Improvements. Lessor shall cause to be constructed, in a good workmanlike manner, the improvements (athe “Initial Improvements”) On the Commencement Date, Tenant shall accept in the Premises in its accordance with plans and specifications approved by Lessee and Lessor and attached hereto as Exhibit D-1 (the “as is” conditionPlans”), which approvals shall not be unreasonably withheld, conditioned or delayed. All improvements, alterations and betterments (an “Alteration”) The Initial Improvements shall be performed by Tenant at Tenantthe Lessee’s expense in accordance with cost, subject to the terms of this Article 5. Lessor’s Contribution (b) Tenant may improve hereinafter defined). Lessor shall cause the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared prepared, at ▇▇▇▇▇▇’s cost, by an architect licensed as such in the State of New York. Tenant’s Plansa registered professional architect, including structural and mechanical drawings and specificationselectrical engineer(s). Promptly after the mutual execution of the Lease, Lessee shall be prepared at Tenantprovide to Lessor the preliminary space plans for the Premises and such other information reasonably required by Lessor to commence preparation of the Plans. Promptly after ▇▇▇▇▇▇’s sole cost receipt of such preliminary space plans, Lessor shall prepare and expensefurnish an initial draft of the Plans to Lessee for ▇▇▇▇▇▇’s review and approval. Tenant shall submit Lessee shall, within five (5) sets of Tenant’s business days after receipt, either provide comments to such Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to or approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the planssame. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid Lessee shall be deemed approval to have approved such Plans if it does not provide comments on such Plans within such 5-business day period. If Lessee timely provides Lessor with comments to the initial draft of Tenantthe Plans, Lessor shall provide revised Plans to Lessee incorporating ▇▇▇▇▇▇’s Plans; providedcomments within one (1) week after receipt of ▇▇▇▇▇▇’s comments, howeveror as soon as possible. Lessee shall, that within five (5) Business Days prior business days after receipt, then either provide comments to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within Plans or approve such fifteen (15) Business Day period, Landlord Plans. Lessee shall be deemed to have approved such revised plans or Plans if Lessee does not provide comments on such portions thereof; provided, however, that five (Plans within such 5) Business Days prior to the expiration of such fifteen (15) Business Day -busines day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans The process described above shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plansrepeated, Tenant shall submit if necessary, until the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be Plans have been finally approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by LandlordLessor. Tenant shall cause its Contractor(s) to perform Tenant’s Once the Plans have been finally approved, Lessor will promptly prepare all necessary construction drawings for the construction of the Initial Improvements in a good and workmanlike manner in accordance with (x) Improvements. Upon the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove completion of such changes construction drawings, Lessor shall submit the same to Lessee for its approval. Lessee shall, within fifteen five (155) Business Days of days after receipt thereof, then either provide comments to such drawings or approve the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulationsame. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord Lessee shall be deemed to have approved such subsequent amendmentsdrawings if Lessee does not provide comments thereto within such 5-day period. If Lessee timely provides any comments to such drawings, additionsLessor shall revise such drawings and resubmit the same to Lessee for its review and approval. Until such time as Lessor and Lessee mutually approve such construction drawings, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant process described above shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrencebe repeated as reasonably necessary, and both Lessor and Lessee agree to act in good faith in order to derive mutually acceptable construction Lessor Lessee drawings for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates construction of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction ManagerAfter the mutual approval of the construction drawings, Tenant Lessor shall obtain and maintain such insurance. All Contractor(ssubmit the drawings for initial construction bid and, if the bid therefore exceeds Lessor’s Contribution, Lessee shall either (i) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord agree to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant Lessor all costs of construction exceeding Lessor’s Contribution or (ii) modify the Plans (subject to Section 5.01(fLessor’s reasonable approval) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (so that the “Construction Allowance”) which construction costs shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in Lessor’s Contribution. Once the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any Plans and all costs which are not Construction Costs or Softs Costs and/or (z) any construction drawings relative thereto have been finalized and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Leaseapproved by ▇▇▇▇▇▇ and Lessor, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of Lessor shall promptly (i) construction supplies and materials which are physically installed in and made a part submit the same to the appropriate governmental authorities for the issuance of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit feesall necessary building permits, and (ii) labor actually performed within solicit bids from three (3) contractors selected by Lessor for the Premisesconstruction of the Initial Improvements. The term “Soft Costs” means amounts actually incurred Upon receipt of such bids, Lessor and paid by Tenant in connection with Tenant’s Lessee shall select a contractor to perform the construction of the Initial Improvements. Lessor shall use commercially reasonable efforts to cause the Initial Improvements solely to be substantially completed, except for mechanical adjustments or minor details of construction (“Punch List Items”), on or before January 15, 2008 the documented, bona fide cost of accounting, legal, architectural, engineering date as the intended “Commencement Date,” subject to Lessee Delay (as defined in Section 4 hereof) and other professional or consulting servicesForce Majeure.

Initial Improvements. The economic provisions of Exhibit C to the Lease, as it presently exists, relating to interior improvements in the "Premises" shall be construed to apply solely to the improvement of the Original Premises. Landlord agrees to undertake and diligently complete, subject to delays for causes beyond its reasonable control (a) On excluding financial inability), interior tenant improvements in the Commencement Date, Tenant shall accept the Additional Premises in its “accordance with Approved Plans and Specifications to be developed, mutually approved and modified from time to time, as is” condition. All improvementsnecessary, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior procedures applicable to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior Original Premises under Exhibit C to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with Lease; the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same provisions and procedures applicable to the New York City Department of Buildings for approval and for issuance of a building permit Original Premises under Exhibit C to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than Lease with respect to Contractors performing connections selection of contractors, bidding of subcontracts, review and approval of plans, specifications, costs, bids and budgets, and like matters shall similarly apply to any Building systems which Contractors the Additional Premises under this subparagraph (g). Landlord's work in the Additional Premises shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements performed in a good neat and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade force at the time such subcontractor or materialman work is being employed by Tenant or its Contractorscompleted. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver both use their best endeavors to develop, review and approve all space plans, working drawings, final drawings, specifications, changes (if applicable) and other matters relating to the Additional Premises promptly and diligently. Landlord proper certificates shall make available for the initial interior improvements to the Additional Premises a basic tenant improvement allowance of insurance confirming Fifteen Dollars ($15.00) per square foot, subject to the coverages described above prior rent adjustment provisions in subparagraphs (c)(iii) and (c)(iv) above. The cost of the demising wall between the Original Premises and the Additional Premises (to commencement permit convenient subleasing of the Additional Premises by Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen charged fifty percent (1550%) of to the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely tenant improvement allowance for the documented, bona fide cost of Original Premises and fifty percent (i50%) construction supplies and materials which are physically installed in and made a part of to the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely tenant improvement allowance for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicesAdditional Premises.

Initial Improvements. Landlord shall cause to be constructed, in a good workmanlike manner, the improvements (athe “Initial Improvements”) On the Commencement Date, Tenant shall accept in the Premises in its accordance with plans and specifications approved by Tenant and Landlord (the “as is” conditionPlans”), which approvals shall not be unreasonably withheld. All improvements, alterations and betterments (an “Alteration”) The Initial Improvements shall be performed by Tenant at Tenantthe Landlord’s expense in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architectscost. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, cause the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed a professional architect, and mechanical and electrical engineer(s) and based upon the space plans as such in shown on Appendix C-1 attached hereto using building standard finishes. Within ten (10) business days after the State later to occur of New York. (i) the mutual execution of the Lease or (ii) Tenant’s providing to Landlord the preliminary space plans for the Premises and such other information reasonably required by Landlord to commence preparation of the Plans, including structural and mechanical drawings and specifications, Landlord shall be prepared at furnish the initial draft of the Plans to Tenant for Tenant’s sole cost review and expenseapproval. Tenant shall, within ten (10) days after receipt, either provide comments to such Plans or approve the same. Tenant shall submit be deemed to have approved such Plans if it does not timely provide comments on such Plans. If Tenant provides Landlord with comments to the initial draft of the Plans, Landlord shall provide revised Plans to Tenant incorporating Tenant’s comments within one (1) week after receipt of Tenant’s comments. Tenant shall, within five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format business days after receipt, then either provide comments to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within Plans or approve such fifteen (15) Business Day period, Landlord Plans. Tenant shall be deemed to have approved such revised plans or Plans if Tenant does not timely provide comments on such portions thereofPlans. The process described above shall be repeated, if necessary, until the Plans have been finally approved by Tenant and Landlord; provided, however, that five (5) Business Days prior if Landlord and Tenant cannot, despite using good faith efforts, reach agreement with respect to the expiration Plans by June 15, 2005, then either Landlord or Tenant may terminate this Lease upon delivery of written notice to the other, whereupon (i) Landlord shall return to Tenant any prepaid Rent and (ii) the parties shall have no further rights or obligations under this Lease. Landlord hereby agrees that the Plans for the Initial Improvements shall comply with all applicable Governmental Requirements. Once the Plans have been finally approved, Landlord will promptly prepare all necessary construction drawings for the construction of the Initial Improvements. Upon the completion of such fifteen (15) Business Day periodconstruction drawings, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings Tenant for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlordits approval. Tenant shall cause its Contractor(sshall, within five (5) days after receipt, then either provide comments to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) such drawings or approve the approved Tenant’s Plans and any material amendments or additions thereto approved by same. Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendmentsdrawings if Tenant does not timely provide comments thereto. If Tenant timely provides any comments to such drawings, additionsLandlord shall revise such drawings and resubmit the same to Tenant for its review and approval. Until such time as Landlord and Tenant mutually approve such construction drawings, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant process described above shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrencebe repeated as reasonably necessary, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name both Landlord and Overlandlord as additional insured parties, and Tenant shall deliver agree to Landlord proper certificates act in good faith in order to derive mutually acceptable construction drawings for the construction of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with Once the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any Plans and all costs which are not Construction Costs or Softs Costs and/or (z) any construction drawings relative thereto have been finalized and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid approved by Tenant and Tenant’s contractorsLandlord, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of Landlord shall promptly (i) construction supplies and materials which are physically installed in and made a part submit the same to the appropriate governmental authorities for the issuance of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit feesall necessary building permits, and (ii) labor actually performed within select a contractor to perform the Premisesconstruction of the Initial Improvements. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Landlord shall use commercially reasonable efforts to cause the Initial Improvements solely to be substantially completed, except for mechanical adjustments or minor details of construction (“Punch List Items”), on or before July 1, 2005 (the documented“Intended Completion Date”), bona fide cost of accounting, legal, architectural, engineering subject to Tenant Delay (as defined in Section 4 hereof) and other professional or consulting servicesForce Majeure.

Initial Improvements. (a) On Preliminary drawings of the Commencement Date, Tenant shall accept floor plans of the Premises in its “are attached as is” condition. All improvements, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5Appendix 1. (b) Tenant may improve Landlord shall cause the Premises for Tenant’s initial occupancy Base Building Improvements (the “Base Building Improvements”) described on the attached Appendix 2 to be completed in accordance with detailed the plans and specifications and working drawings to be (the “Building Plans”) prepared by Landlord, at Landlord’s cost and expense, the Building Standards and Specifications attached as Appendix 3 and Laws. The Parties shall work together to select an appropriate core/shell architect (the “Architect”). In addition, Landlord shall seek input from and consult with Tenant regarding the design and layout of the Base Building Improvements, and shall use reasonable efforts to incorporate Tenant’s engineers comments and architectssuggestions in the preparation of the Building Plans so long as such comments and suggestions do not increase the cost of the Base Building Improvements (unless Tenant agrees to bear such cost). Landlord shall engage RAPT Studios to assist in the design of the Building exterior as well as the interior space unless otherwise agreed to by Tenant. The detailed specifications Base Building Improvements shall be made at Landlord’s sole cost and working drawings are hereinafter referred expense (which shall not be less than $92.00 per rentable square foot of the Building, inclusive of up to $100,000.00 of Landlord’s costs for the Amenities, as “Tenant’s Plans”defined in paragraph 20 of the attached Appendix 2, but exclusive of the fees for the preparation of the Building Plans and the fees paid to RAPT Studios), and the work shown by cost thereof shall not reduce the Tenant’s Plans is hereinafter referred to TI Allowance, except as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall includeprovided in Paragraph 2 of this Exhibit and except that any changes, and Landlord shall have no liability to tenant for not performingalterations, the work specified on Exhibit H.modifications or upgrades to: (ci) the Base Building Improvements or the Building Plans requested by Tenant shall proceed forthwith and approved by Landlord; or (ii) the Tenant Improvements or the Tenant Improvement Plans (both defined below) that result in changes, alterations, modifications or upgrades to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Base Building Improvements or the Building Plans, including structural and mechanical drawings and specifications, shall be prepared made at Tenant’s sole cost and expense, subject to the TI Allowance. (c) Landlord shall cause a space plan (the “Space Plan”) for the Premises to be prepared by the Architect. Landlord shall furnish the initial draft of the Space Plan to Tenant for Tenant’s review and approval. Tenant shall submit within five (5) sets business days after receipt either provide comments to such Space Plan or approve the same. If Tenant provides Landlord with comments to the initial draft of the Space Plan, Landlord shall provide a revised Space Plan to Tenant incorporating Tenant’s comments within three (3) business days after receipt of Tenant’s Plans and two (2) CAD discs which comments. Tenant shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior business days after receipt then either provide comments to such revised Space Plan or approve such Space Plan. The process described above shall be repeated, if necessary, until the Space Plan finally has been approved by Tenant. The Space Plan shall be made at Tenant’s sole cost and expense, subject to the expiration of such fifteen TI Allowance. (15d) Business Day periodAfter the Space Plan finally has been approved by the Parties, Landlord shall also cause the Tenant shall send a second notice Improvements (the “Tenant Improvements”) described on Appendix 2 to Landlord be completed in accordance with the phrase plans and specifications (including the tenant finishes) (the “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5Tenant Improvement Plans”) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering approved by the Parties, the Building Standards and Specifications attached as Appendix 3 and Laws. The Tenant Improvements shall be made, and the Tenant Improvement Plans shall be prepared, at the top of such notice. If Landlord disapproves Tenant’s Planssole cost and expense, subject to the TI Allowance. (The Base Building Improvements and the Tenant Improvements are referred to in this Exhibit collectively as the “Initial Improvements.”) The Initial Improvements shall revise them and re-submit them be completed free of any mechanics’ liens, except to Landlord for approval. Any disapproval given by the extent of any dispute in connection therewith, in which case Landlord shall adequately protect the Property from the foreclosure of any such lien. (e) Landlord shall cause the Tenant Improvement Plans to be accompanied prepared by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapprovedregistered professional architect and mechanical and electrical engineer(s). Landlord shall advise furnish the initial draft of the Tenant Improvement Plans to Tenant for Tenant’s review and approval. Tenant shall within fifteen three (153) Business Days following business days after receipt either provide comments to such Tenant Improvement Plans or approve the same. Tenant shall be deemed to have approved such Tenant Improvement Plans if Tenant does not timely provide comments on such Tenant Improvement Plans. If Tenant provides Landlord with comments to the initial draft of the Tenant Improvement Plans, Landlord shall provide revised Tenant Improvement Plans to Tenant incorporating Tenant’s comments within three (3) business days after receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and comments. Tenant shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails within three (3) business days after receipt then either provide comments to approve or disapprove such revised plans within Tenant Improvement Plans or approve such fifteen (15) Business Day period, Landlord Tenant Improvement Plans. Tenant shall be deemed to have approved such revised plans Tenant Improvement Plans if Tenant does not timely provide comments on such Tenant Improvement Plans. The process described above shall be repeated, if necessary, until the Tenant Improvement Plans have finally been approved by Tenant. (f) All bids and all costs will be provided to Tenant for approval per an “open book” process. The cost of the Tenant Improvements shall be calculated at Landlord’s actual cost, with no additional markup or profit to Landlord. Landlord shall provide Tenant with reasonable input into the bidding process (including bid review) so long as Tenant’s actions do not delay such portions thereofprocess or the completion of the Initial Improvements, and shall obtain at least two (2) bids for the general contract; provided, however, that Landlord reserves the sole right and discretion, acting reasonably, to make all final decisions regarding selection of contractors, subcontractors and material suppliers, unless (except for all design/build subcontractors, that is, fire/life safety, mechanical, electrical and plumbing subcontractors, which shall not be subject to the following limitation) Tenant, acting reasonably, objects within three (3) business days after the acceptance of any bid of any subcontractor or material supplier to such bid as being an above-market bid (which objection shall be accompanied by a statement of the correct amount of a market bid and reasonable supporting evidence for such statement, such as, for example, a market bid from another reputable subcontractor or material supplier), in which case Landlord shall either cause such subcontractor or material supplier to reduce its bid to a market bid, or designate to Tenant another subcontractor or material supplier that provides a market bid. Landlord shall negotiate with its architects, contractors and suppliers to ensure that the design and construction of the Tenant Improvements are completed using high quality materials and workmanship, with such materials and workmanship being completed at fair market/industry standard costs. Landlord shall use its best efforts to cause the final bids to be competitive for tenant improvements to Comparable Buildings. (g) Within three (3) business days following the award of all bids for the Tenant Improvements, Landlord shall prepare or caused to be prepared on an open-book basis a construction budget for the Tenant Improvements, which shall reflect the costs set forth in all of such bids and shall be submitted to Tenant for Tenant’s approval. Tenant shall have five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the business days following receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails budget to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord request clarifications to the same and/or to perform value engineering and make changes to the Tenant Improvement Plans. Tenant shall be deemed to have approved such subsequent amendmentsbudget if Tenant does not timely provide comments on such budget. If Tenant provides Landlord with comments to the initial draft of such budget, additions, change orders or modifications or such portions thereof; provided, however, that Landlord shall provide a revised construction budget to Tenant incorporating Tenant’s comments within three (3) business days after receipt of Tenant’s comments. Tenant shall within five (5) Business Days prior business days after receipt then either provide comments to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of revised budget or approve such noticebudget. Tenant shall cause be deemed to have approved such revised budget if Tenant does not timely provide comments on such budget. The process described above shall be repeated, if necessary, until such budget finally has been approved by Tenant. On Tenant’s approval of the Contractor(s) budget, Landlord shall submit to obtain Tenant for Tenant’s signature a “Notice To Proceed With Construction” agreement which shall itemize all costs associated with the Tenant Improvements, and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death include Tenant’s agreement to pay for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades improvement costs in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) excess of the Construction TI Allowance. Tenant shall pay from its own funds, execute the Notice to Proceed with Construction within three (3) business days after Tenant’s receipt of the same and prior to construction. (h) Landlord shall have no obligation provide project management services in connection with respect tothe construction of the Initial Improvements and the Change Orders (defined below). Such project management services shall be performed at Tenant’s sole cost and expense, subject to the TI Allowance, for a fee of one percent (y1%) any and of all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess related to the preparation of the Construction Allowance or Soft Costs in excess Tenant Improvement Plans and the construction of the limitation Tenant Improvements and the Change Orders. Except for the fee described in the foregoing immediately preceding sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documentedgeneral conditions, bona fide cost of (i) construction supplies overhead and materials which are physically installed in and made a part profit of the Premisesgeneral contractor, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter no other administrative or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid supervisory fee shall be payable by Tenant in connection with the Tenant Improvements or Change Orders. Tenant may, at Tenant’s Initial discretion and sole cost and expense, engage a representative to oversee construction activities on Tenant’s behalf. Said representative shall coordinate its efforts with Landlord’s project manager and/or contractor, shall have full access to all information and documentation with respect to the Tenant Improvements solely for and may be engaged throughout the documented, bona fide cost design and construction process of accounting, legal, architectural, engineering and other professional or consulting servicesthe Tenant Improvements.

Initial Improvements. Landlord shall cause to be performed the improvements (athe "Initial Improvements") On the Commencement Date, Tenant shall accept in the Premises in its “as is” conditionaccordance with plans and specifications approved by Tenant and Landlord (the "Plans"), which approvals shall not be unreasonably withheld. All improvements, alterations and betterments (an “Alteration”) The Initial Improvements shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is 's cost, subject to the Landlord's Contribution (hereinafter referred to as “Tenant’s Initial Improvements”defined). Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s the Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plansa registered professional architect, including structural and mechanical drawings and specifications, electrical engineer(s). Such engineer(s) shall be prepared at Tenant’s sole cost and expenseapproved in advance by the Landlord. Tenant shall submit five (5) sets furnish the initial draft of Tenant’s the Plans to Landlord for Landlord's review and approval. Landlord shall within two (2) CAD discs which shall contain weeks after receipt either provide comments to such Tenant’s Plans in CAD format to Landlord for Landlord’s approvalor approve the same. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s to have approved such Plans if it does not timely provide comments on such Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s provides Tenant with comments to the initial draft of the Plans, Tenant shall revise them and re-submit them provide revised Plans to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail incorporating Landlord's comments within one week after receipt of the reasons for such disapproval, itemizing those portions of the plans so disapprovedLandlord's comments. Landlord shall advise Tenant within fifteen (15) Business Days following one week after receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails then either provide comments to approve or disapprove such revised plans within Plans or approve such fifteen (15) Business Day period, Plans. Landlord shall be deemed to have approved such revised plans or Plans if Landlord does not timely provide comments on such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such noticePlans. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans The process described above shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plansrepeated, Tenant shall submit if necessary, until the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed Plans have been finally approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s hereby agrees that the Plans for the Initial Improvements in a good and workmanlike manner in accordance shall comply with all applicable Governmental Requirements. Landlord's approval of any of the Plans (xor any modifications or changes thereto) the approved Tenant’s Plans and shall not impose upon Landlord or its agents or representatives any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, obligation with respect to any subsequent amendmentsthe design of the Initial Improvements or the compliance of such Initial Improvements or the Plans with applicable Governmental Requirements. Landlord, additions, change orders or modifications after Landlord’s approval with consultation of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days select a contractor to perform the construction of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant Such contractor shall obtain and maintain such insurance. All Contractor(sbe selected by a competitive bid process between at least three (3) contractors of which two (2) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building selected by Landlord and at least one (1) by Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed thereforor an agent of Landlord, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors provide project management services in connection with Tenant’s the construction of the Initial Improvements solely and the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant's cost, for a fee of $2,500.00. THIS THIRD AMENDMENT To LEASE by and between CDR Presidential, L.L.C., a Limited Liability Company organized under the documentedState of Florida ("Landlord") and Concord Camera Corp., bona fide cost of a New Jersey corporation (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with "Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services").

Initial Improvements. (a) Landlord, at Landlord's expense, shall perform or cause to be performed the initial work described on Exhibit F ("Landlord's Initial Work") in accordance with the provisions thereof. On the Commencement Possession Date, Tenant shall accept the Original Premises in its “"as is” condition" condition on such date; provided that Landlord's Initial Work shall be substantially complete as required under Section 1.03 above. All improvements, alterations and betterments (an “Alteration”) other improvements which do not constitute Landlord's Initial Work shall be performed by Tenant at Tenant’s 's expense in accordance with the terms of this Article 5Section 4.02. (b) Tenant may agrees to improve the Original Premises for and, if Tenant exercises Tenant’s initial occupancy 's Expansion Option, the Expansion Space, in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects's architect. The detailed specifications and working drawings are hereinafter referred to as “"Tenant’s 's Plans”", and the work shown by the Tenant’s 's Plans is hereinafter referred to as “"Tenant’s 's Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H.". (c) Tenant shall proceed forthwith to cause Tenant’s 's Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s 's Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s 's sole cost and expense. Tenant shall submit five at least three (53) full sets of Tenant’s 's Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s 's approval. Landlord agrees to review Tenant’s 's Plans and to approve the same or make written exceptions thereto within fifteen thirty (1530) Business Days days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s 's Plans, and failure by Landlord to provide the written exceptions within the fifteen thirty (1530) Business Day day period aforesaid shall be deemed approval of Tenant’s 's Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s 's Plans, Landlord shall provide Tenant with the written exceptions to Tenant's Plans and Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of review the reasons for such disapproval, itemizing those portions of resubmitted Tenant's Plans and shall approve the plans so disapproved. Landlord shall advise Tenant same or make written exceptions thereto within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval days from the date of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to resubmission of the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereofPlans. Upon approval by Landlord of Tenant’s 's Plans, Tenant shall submit the same to the New York City Department of Buildings for approval approval, to the extent required by law, and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits if required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services.by

Initial Improvements. Landlord shall cause to be performed the improvements (athe "Initial Improvements") On the Commencement Date, Tenant shall accept in the Premises in its “as is” conditionaccordance with plans and specifications approved by Tenant and Landlord (the "Plans"), which approvals shall not be unreasonably withheld. All improvements, alterations and betterments (an “Alteration”) The Initial Improvements shall be performed by Tenant at the Tenant’s expense in accordance with 's cost, subject to the terms of this Article 5. Landlord's Contribution (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architectshereinafter defined). The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, include Tenant's building and common area signage. Landlord shall have no liability to tenant for not performing, cause the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared prepared, at Landlord's cost as part of Landlord's Contribution, by an architect licensed as such in the State of New York. Tenant’s Plansa registered professional architect, including structural and mechanical drawings and specificationselectrical engineer(s). Within forty-five (45) days after the date of the Lease, Landlord shall be prepared at furnish the initial draft of the Plans to Tenant for Tenant’s sole cost 's review and expenseapproval. Tenant shall submit five (5) sets of Tenant’s Plans and within two (2) CAD discs which shall contain weeks after receipt either provide comments to such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to or approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the planssame. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid Tenant shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to have approved such Plans if it does not provide comments on such Plans within such 2-week period. If Tenant provides Landlord with comments to the expiration initial draft of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise provide revised Plans to Tenant incorporating Tenant's comments within fifteen (15) Business Days following one week after receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and 's comments. Tenant shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails within one week after receipt then either provide comments to approve or disapprove such revised plans within Plans or approve such fifteen (15) Business Day period, Landlord Plans. Tenant shall be deemed to have approved such revised plans or Plans if Tenant does not provide comments on such portions thereof; provided, however, that five (5) Business Days prior to the expiration of Plans within such fifteen (15) Business Day 1-week period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans The process described above shall be submitted to expedited arbitration pursuant to Section 9.19 hereofrepeated, if necessary, until the Plans have been finally approved by Tenant. Upon approval by Landlord Landlord, with consultation of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of select a building permit contractor to perform the construction of the Initial Improvements. Landlord agreesshall use commercially reasonable efforts to cause the Initial Improvements to be substantially completed, except for minor "Punch List" items, on or before the Commencement Date specified in the Schedule to the Lease, subject to Tenant Delay (as defined in Section 4 hereof) and Force Majeure. Landlord, or an agent of Landlord, shall provide project management services in connection with the construction of the Initial Improvements and the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant’s cost and expense's cost, for a fee of two percent (2%) of all costs related to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit Plans and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s the Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonableChange Orders. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services.

Initial Improvements. Landlord shall cause to be performed the improvements (athe "Initial Improvements") On in the Commencement DateSecond Expansion Space in accordance with plans and specifications approved by Tenant and Landlord (the "Plans"), Tenant which approvals shall accept the Premises in its “as is” conditionnot be unreasonably withheld. All improvements, alterations and betterments (an “Alteration”) The Initial Improvements shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5. (b) Tenant may improve the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is 's cost, subject to the Landlord's Contribution (hereinafter referred to as “Tenant’s Initial Improvements”defined). Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s the Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plansa registered professional architect, including structural and mechanical drawings and specifications, electrical engineer(s). Such engineer(s) shall be prepared at approved in advance by the Landlord. Prior to close-of-business ten (10) days after full execution and delivery of this Second Amendment to Tenant’s sole cost and expense. Tenant shall submit five (5) sets furnish the initial draft of Tenant’s the Plans to Landlord for Landlord's review and approval. Landlord shall within two (2) CAD discs which shall contain weeks after receipt either provide comments to such Tenant’s Plans in CAD format to Landlord for Landlord’s approvalor approve the same. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s to have approved such Plans if it does not timely provide comments on such Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s provides Tenant with comments to the initial draft of the Plans, Tenant THIS SECOND AMENDMENT TO LEASE is by and between CarrAmerica Realty Corporation, a Maryland corporation ("Landlord") and Concord Camera Corp., a New Jersey corporation ("Tenant") shall revise them and re-submit them provide revised Plans to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail incorporating Landlord's comments within one week after receipt of the reasons for such disapproval, itemizing those portions of the plans so disapprovedLandlord's comments. Landlord shall advise Tenant within fifteen (15) Business Days following one week after receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails then either provide comments to approve or disapprove such revised plans within Plans or approve such fifteen (15) Business Day period, Plans. Landlord shall be deemed to have approved such revised plans or Plans if Landlord does not timely provide comments on such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such noticePlans. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans The process described above shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plansrepeated, Tenant shall submit if necessary, until the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed Plans have been finally approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s hereby agrees that the Plans for the Initial Improvements in a good and workmanlike manner in accordance shall comply with all applicable Governmental Requirements. Landlord's approval of any of the Plans (xor any modifications or changes thereto) the approved Tenant’s Plans and shall not impose upon Landlord or its agents or representatives any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, obligation with respect to any subsequent amendmentsthe design of the Initial Improvements or the compliance of such Initial Improvements or the Plans with applicable Governmental Requirements. Landlord, additions, change orders or modifications after Landlord’s approval with consultation of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days select a contractor to perform the construction of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) Such contractor shall be members selected by a competitive bid process between three contractors selected by Landlord, with consultation of a union affiliated Tenant. Landlord shall use commercially reasonable efforts to cause the Initial Improvements to be substantially completed, except for minor "Punch List" items, on or before the Second Expansion Space Commencement Date specified in Section 2 of this Second Amendment, subject to Tenant Delay (hereafter defined) and Force Majeure. Landlord, or an agent of Landlord, shall provide project management services in connection with the building trades in construction of the City of New York that has jurisdiction over Initial Improvements and the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty Change Orders (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which ). Such project management services shall not exceed $1,638,850.00be performed, providedat Tenant's cost, however, that payments in respect for a fee of Soft Costs shall not in the aggregate exceed fifteen five percent (155%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess related to the preparation of the Construction Allowance or Soft Costs in excess Plans and the construction of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for and the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicesChange Orders.

Initial Improvements. Sublessor will provide Sublessee with an initial improvement allowance in an amount not to exceed Seven Hundred and Fifty Thousand Dollars (a$750,000,00) On (the Commencement Date, Tenant “Allowance”). The proceeds of the Allowance shall accept be used by Sublessee solely for the Premises in its costs of building improvements subject to the approval of the Master Lessor (“as is” condition. All improvements, alterations and betterments (an “AlterationInitial Improvements”) shall which Sublessee agrees to complete in a timely manner, and may not be performed by Tenant at Tenant’s expense used for any other purpose, including, without limitation for furniture, fixtures and equipment, Sublessee will construct (or cause to be constructed) such Initial Improvements in accordance with the terms of this Article 5. Sublease and the Master Lease. Sublessor will make payment of all or a portion of the Allowance to Sublessee within 30 days of receipt from Sublessee of a request for payment including documentation of substantial completion of construction and Final construction costs and invoices related thereto satisfactory to Sublessor, in “Sublessor’s reasonable discretion, provided Sublessee is not in default of the terms of this Sublease beyond any applicable notice and cure period. The documentation may take the form of, but not be limited to the following: (b1) Tenant may improve a certificate from Sublessee’s architect; and (2) a waiver(s) of all liens for work performed by Sublessee at the Premises Subleased Premises. Sublessor shall be entitled to retain any portion of the Allowance not required to reimburse Sublessee for Tenant’s initial occupancy the Initial Improvements, as referenced above, if such improvements are not completed in accordance with detailed specifications the provisions of this Sublease or if Sublessee defaults on its obligations under this Sublease, With the exception only of Sublessor’s obligation to fund the Allowance as that obligation is conditioned and working drawings to limited by this Sublease, Sublessee hereby acknowledges and agrees that Sublessor shall not be prepared by Tenantresponsible for payment for or performance of any work or improvements necessary for Sublessee’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date use and/or occupancy of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by LandlordSubleased Premises. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services.

Initial Improvements. (a) On Tenant shall, at its sole cost and expense, perform the Commencement Date, Tenant shall accept the Premises Initial Improvements described in its “as is” condition. All improvements, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with the terms RFP Response and that certain Agreement by and between Landlord and Tenant dated (the “Agreement”), a description of this Article 5. (b) Tenant may improve such Initial Improvements is attached hereto as Exhibit B, including achieving completion of certain milestones related to the Premises for Tenant’s initial occupancy Initial Improvements in accordance with detailed specifications and working drawings the schedule attached hereto as Exhibit C, as the same may be amended by a mutual agreement of the parties (the “Development Milestones”). Subject to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred delays due to as “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall include, and Landlord shall have no liability to tenant for not performing, the work specified on Exhibit H. Force Majeure (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day periodterm is defined herein), Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail commence construction of the reasons for Initial Improvements on or before [ ], and diligently and continuously prosecute such disapprovalimprovements to Final Completion, itemizing those portions which shall in no event occur later than [ ] (the “Outside Completion Date”). For the purposes of this Lease, construction of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord Initial Improvements shall be deemed to have approved such revised plans “commenced” upon the commencement of actual physical work (including, without limitation, building demolition or such portions thereof; provided, however, that five (5site work) Business Days prior to on the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration Premises or any portion thereof pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a demolition permit or a building permit to perform the Improvements. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation construction of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(suse diligent and continuous efforts in good faith to obtain all Required Permits (as such term is defined herein) to perform for the construction of all of Tenant’s Initial Improvements in a good and workmanlike manner in accordance with the Design Plans (x) as such term is defined herein). For the approved purposes of this Lease, “Final Completion” of all Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall Initial Improvements will be deemed to have approved such subsequent amendmentsoccurred upon the date of final completion, additionsas determined by Landlord in its reasonable discretion, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to of the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord Initial Improvements in accordance with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrenceDesign Plans, and shall require the issuance of a Certificate of Occupancy for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvementsimprovements. If Tenant acts shall fail to commence the construction of the Initial Improvements as required herein, Landlord may at its own General Contractor or Construction Managerelection terminate this Lease by notice to Tenant, Tenant shall obtain and maintain such insurance. All Contractor(s) which termination shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within effective not earlier than thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay notice is given to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction AllowanceCure Period”) which shall not exceed $1,638,850.00), provided, however, that payments in respect of Soft Costs shall not in unless Tenant has commenced construction prior to the aggregate exceed fifteen percent (15%) expiration of the Construction Allowance. Cure Period, provided Landlord has delivered such notice of termination to Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, not later than thirty (y30) any and all costs days following the date by which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicesis required to commence such construction.

Initial Improvements. (aA) On the Commencement Date, Tenant Certain improvements shall accept be constructed in the Premises according to the space plan attached hereto as Exhibit B (the "Space Improvements") for the purpose of initially preparing the Premises for occupancy by Tenant, all to be paid for as provided in its “as is” conditionsubsection (B) of this section below. All improvements, alterations and betterments (an “Alteration”) Such Space Improvements shall be performed constructed by Tenant at Tenant’s expense Landlord in accordance with the terms following procedures: (1) The following provisions shall apply: (a) Landlord shall promptly after execution of this Article 5.Lease engage an architect to prepare plans and specifications of the Space Improvements for Tenant's review and approval. Such plans and specifications shall be submitted to Tenant within 21 days after the date hereof, and Tenant shall review and either approve or notify Landlord of proposed changes thereto within 7 days after receiving same. If no response is forthcoming from Tenant within this 7 day period, such plans shall be deemed approved. Landlord shall make any changes to such plans reasonably (and timely) requested by Tenant and necessary to make the plans and specifications conform to Exhibit B. (b) Promptly after the plans and specifications have been finalized, Landlord shall solicit a minimum of 3 bids for construction of the Space Improvements and, unless otherwise agreed to by Tenant, the lowest bid shall be accepted. Landlord shall enter into written contracts with a contractor or contractors for the construction of such improvements and, if appropriate, engage a construction manager for oversight and supervision of the construction. Landlord shall assign to Tenant may improve all warranties relating to the construction of the Space Improvements from vendors, contractors, or the construction manager to the extent permissible under any such contracts or applicable law. (c) Tenant and its agents and contractors shall have the right to enter the Premises prior to the Commencement Date for Tenant’s initial occupancy purposes of installing wires and cables for telephones and computers, provided that in accordance doing so such parties shall not interfere with detailed specifications Landlord or its contractors constructing the Space Improvements, and working drawings further provided that prior to be prepared by Tenant’s engineers any such entry Tenant shall have obtained the insurance required under Article IV hereof, and architectsits contractors shall have obtained such liability, workmen's compensation and other insurance as is reasonably acceptable to Landlord. The detailed Commencement Date shall not be deemed to occur upon such entry unless Tenant begins commencing its normal business operations within the Premises. (B) All costs and expenses of designing and constructing the Space Improvements described in subsection (A) above shall be paid as follows: (1) Landlord shall provide and pay an allowance (the "Allowance") of $14 per rentable square foot of the Premises towards (i) the costs of designing the space plan in Exhibit B and all of the plans and specifications and working drawings are hereinafter referred to as “Tenant’s Plans”for the Space Improvements, and (ii) the work shown by costs of constructing the Tenant’s Plans is hereinafter referred Space Improvements, including but not limited to as “Tenant’s Initial Improvements”. Tenant’s Initial Improvements shall includeall fees, costs and expenses paid under construction contracts and subcontracts, construction managers' fees, costs and expenses, the costs of materials, supplies, permits and other items, and any other out-of-pocket expenditures incurred in any connection with such construction. Such Allowance shall not be paid for any other costs or purposes. Tenant shall pay any and all costs of designing and constructing the Space Improvements which are in excess of the Allowance; provided Landlord shall cause its architectural firm to prepare a preliminary space plan for the Tenant for a cost not to exceed $2,300.00. (2) Tenant shall pay to Landlord the amount by which the total costs to Landlord of designing and constructing the Space Improvements exceeds the Allowance within 15 days after receiving Landlord's written statement of such costs. (C) Landlord shall use commercially reasonable efforts to complete such improvements on or before the Target Date set forth in Section 1.01 hereof, but Landlord shall have no liability to tenant for not performingthe Tenant hereunder if prevented from doing so due to strike or other labor troubles, the work specified on Exhibit H. (c) Tenant shall proceed forthwith governmental restrictions, failure or shortage of utility service, national or local emergency, accident, flood, fire or other casualty, adverse weather condition, other act of God, inability to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plans, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such notice. If Landlord disapproves Tenant’s Plans, Tenant shall revise them and re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised plans of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such revised plans or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness of Landlord’s withholding of its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of obtain a building permit to perform or a certificate of occupancy, or any other cause beyond the ImprovementsLandlord's reasonable control. Landlord agrees, at Tenant’s cost and expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s PlansIn such event, the application Commencement Date and Expiration Date shall be postponed for a building permit period equaling the length of such delay. However, if any delay in completion of the Space Improvements or in delivering possession of the Premises to Tenant are caused by Tenant, including but not limited to failure of Tenant to timely respond to submissions by Landlord under subsection (A) of this section above or Tenant's requesting changes in the Space Improvements which delay completion thereof, then Tenant shall commence all of its obligations hereunder (including the payments of Rent), and all other permits required for the Improvementsterms herein shall be effective and binding, and to promptly execute all documents on that date reasonably necessary to be signed by Landlord. (d) Tenant agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved calculated by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed approved by Landlord. Tenant shall cause its Contractor(s) to perform Tenant’s Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not less than $2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name contractor as the date on which Landlord and Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming would have substantially completed the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain Space Improvements if not for such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonabledelay. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs (as hereinafter defined) in an amount (the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting services.

Initial Improvements. (a) On the Commencement Date, Tenant shall accept deliver to Landlord, for Landlord’s approval pursuant to this Section 4.01 and Section 4.02 hereof, plans and specifications relating to Tenant’s construction of Tenant’s leasehold improvements to the Premises in its “as is” condition. All improvements, alterations and betterments (an “Alteration”) shall be performed by Tenant at Tenant’s expense in accordance with the terms of this Article 5. (b) Tenant may improve necessary to prepare the Premises for Tenant’s initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant’s engineers and architects. The detailed specifications and working drawings are hereinafter referred to as thereof (the “Tenant’s Plans”, and the work shown by the Tenant’s Plans is hereinafter referred to as “Tenant’s Initial Improvements”. Tenant’s ). (b) After plans for the Initial Improvements have been submitted and, if necessary, re-submitted to Landlord and approved by Landlord as provided in this Section 4.01 and Section 4.02 hereof, the Initial Improvements shall includebe constructed in compliance with such approved plans and specifications, all applicable Legal Requirements) and all orders, rules, recommendations and other requirements of all applicable fire safety organizations and any other body exercising the same or similar functions and having or asserting jurisdiction over all or any part of the Premises or the Real Property (collectively, “Insurance Requirements”). Landlord’s Work and the Initial Improvements shall be performed by the parties hereto and their respective agents and contractors (as applicable) in such a manner as not to delay or interfere with any other construction in, or the maintenance or operation of, the Building, and Landlord shall have no liability and Tenant hereby agree to tenant for not performing, use commercially reasonable efforts to cause Landlord’s Work and the work specified on Exhibit H.Initial Improvements to be performed harmoniously and in a coordinated manner so as to avoid delaying the completion of either. (c) Tenant shall proceed forthwith to cause Tenant’s Plans to be prepared by an architect licensed as such in the State of New York. Tenant’s Plansprepared, including structural and mechanical drawings and specifications, shall be prepared at Tenant’s sole cost and expense. Tenant , and shall submit five (5) sets of Tenant’s Plans and two (2) CAD discs which shall contain such Tenant’s Plans in CAD format to Landlord for Landlord’s approval. Landlord agrees to review Tenant’s reasonable approval detailed plan and specifications for the Initial Improvements, including layout, architectural, mechanical, electrical, and structural drawings (the “Initial Plans and to approve the same or make written exceptions thereto within fifteen (15) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant’s Plans, and failure by Landlord to provide the written exceptions within the fifteen (15) Business Day period aforesaid shall be deemed approval of Tenant’s Plans; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS” in bold lettering at the top of such noticeSpecifications”). If Landlord disapproves such Initial Plans and Specifications submitted by Tenant, then it shall provide Tenant with the detailed, written reasons for such disapproval within 10 business days after Landlord receives Tenant’s Planssubmission. Promptly thereafter, Tenant shall revise them resubmit such proposed final plans and re-submit them to specifications with any reasonable changes that Landlord for approvalmay have requested. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall advise Tenant within fifteen (15) Business Days following receipt of Tenant’s revised proposed final plans and specifications shall comply with all applicable Legal Requirements and provisions of Landlord’s approval or disapproval of the revised plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detailthis Lease. If Landlord fails to approve or disapprove of such revised proposed final plans and specifications or any modifications thereof within ten (10) business days after their submission, which approval shall not be unreasonably withheld, conditioned or delayed, and Tenant informs Landlord of such failure by written notice that states “SECOND REQUEST FOR LANDLORD’S APPROVAL OF PROPOSED FINAL PLANS AND SPECIFICATIONS. LANDLORD’S FAILURE TO RESPOND WITHIN TEN (10) BUSINESS DAYS OF RECEIPT SHALL BE DEEMED TO CONSTITUTE LANDLORD’S APPROVAL OF SUCH PROPOSED FINAL PLANS AND SPECIFICATIONS IN ACCORDANCE WITH THE TERMS OF THE LEASE”, or language to substantially the same effect, then Landlord’s failure to approve or disapprove within such fifteen additional ten (1510) Business Day period, Landlord business days shall be deemed to have approved constitute Landlord’s approval of such revised proposed final plans and specifications. Such proposed final plans and specifications shall not be modified by Tenant without such approval (or such portions thereof; provideddeemed approval) by Landlord, howeverwhich shall not be unreasonably withheld, that five (5) Business Days prior conditioned or delayed, but Landlord shall not in any event be obligated to approve any modifications to the expiration of such fifteen Initial Plans and Specifications (15or any further revisions thereof) Business Day periodwhich, Tenant shall send a second notice to Landlord with in Landlord’s reasonable judgment, would cause and delay in the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Any dispute regarding the reasonableness completion of Landlord’s withholding of Work or the Initial Improvements or impose any cost or expense upon Landlord beyond the time period or expense contemplated by the Initial Plans and Specifications unless Tenant first acknowledges in writing its consent to Tenant’s Plans shall be submitted to expedited arbitration pursuant to Section 9.19 hereof. Upon approval by Landlord of Tenant’s Plans, Tenant shall submit the same to the New York City Department of Buildings responsibility for approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant’s such delay or additional cost and or expense, to reasonably cooperate with Tenant and Tenant’s independent licensed architect and engineer in providing information needed for the preparation of Tenant’s Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents reasonably necessary to be signed by Landlord. (d) Within 10 days after Landlord has approved the final plans and specifications for the Initial Improvements (the “Plan Approval Date”), Tenant agrees shall submit such approved final plans and specifications to hire a up to three (3) reputable general contractor, construction manager or subcontractors and materialmen (hereinafter “Contractor(s)”) to be approved by Landlord such approval not to be unreasonably withheld or delayed (other than with respect to Contractors performing connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices). For purposes of Tenant’s Initial Improvements, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Consulting Engineers are deemed contractors approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, and to Landlord’s designated general contractor(s) and shall solicit bids for the performance of the work contemplated thereby. Tenant shall cause its Contractor(s) submit to Landlord the bid that Tenant desires to accept. If the actual cost to perform Tenant’s the Initial Improvements in a good and workmanlike manner in accordance with (x) the approved Tenant’s Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal authorities having jurisdiction; provided, however, that, with respect to any subsequent amendments, additions, change orders or modifications after Landlord’s approval of Tenant’s Plans, Landlord shall approve or disapprove of such changes within fifteen (15) Business Days of the receipt of such changes from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. If Landlord fails to approve or disapprove such subsequent amendments, additions, change orders or modifications within such fifteen (15) Business Day period, Landlord shall be deemed to have approved such subsequent amendments, additions, change orders or modifications or such portions thereof; provided, however, that five (5) Business Days prior to the expiration of such fifteen (15) Business Day period, Tenant shall send a second notice to Landlord with the phrase “FAILURE TO APPROVE OR DISAPPROVE TENANT’S PLANS, AS REVISED, WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT’S PLANS, AS REVISED” in bold lettering at the top of such notice. Tenant shall cause the Contractor(s) to obtain and maintain throughout the work, Workers’ Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability insurance, including contractual liability coverage, in an amount of not is less than $2 million combined single limit for bodily injury or death for any one occurrence1,737,600.00 (the “Maximum Contribution”), and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or materialman shall only be required to carry such liability insurance as is being carried by prudent subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and Overlandlord as additional insured parties, and then Tenant shall deliver to Landlord proper certificates receive a credit of insurance confirming the coverages described above prior to commencement of Tenant’s Initial Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the building trades in the City of New York that has jurisdiction over the Building and Tenant’s Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed therefor, difference between the actual out cost to perform the Initial Improvements and the Maximum Contribution to be applied against the cost of pocket fees and disbursements paid by Landlord any improvements Tenant performs to architects, engineers and other technical advisors, other than the regular staff of Landlord for reviewing Tenant’s Plans, provided such fees are commercially reasonable. (e) Landlord shall pay to Tenant pursuant to Section 5.01(f) hereof Construction Costs and Softs Costs First Floor Space (as hereinafter defined) in an amount and the Additional Space (as hereinafter defined) to prepare the “Construction Allowance”) which shall not exceed $1,638,850.00, provided, however, that payments in respect of Soft Costs shall not in the aggregate exceed fifteen percent (15%) of the Construction Allowance. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction Costs or Softs Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance or Soft Costs in excess of the limitation described in the foregoing sentence. As used in this Lease, the term “Construction Costs” means amounts actually incurred and paid by Tenant and same for Tenant’s contractors, subcontractors and vendors in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of (i) construction supplies and materials which are physically installed in and made a part of the Premises, including the documented, bona fide costs of carpeting, wall coverings, partitions, any electric meter or submeter, and permit fees, and (ii) labor actually performed within the Premises. The term “Soft Costs” means amounts actually incurred and paid by Tenant in connection with Tenant’s Initial Improvements solely for the documented, bona fide cost of accounting, legal, architectural, engineering and other professional or consulting servicesinitial occupancy thereof.