Common use of STATEMENT OF FACTS Clause in Contracts

STATEMENT OF FACTS. 2.1 Landlord’s predecessor in interest, M▇▇▇-▇▇▇▇ Chestnut Ridge L.L.C. and Tenant previously entered into a Lease Agreement dated May 28, 2013 (the "Initial Lease"), as amended by a First Amendment to Lease dated July 1, 2013, a Second Amendment to Lease dated March 16, 2015, a Third Amendment to Lease dated May 5, 2015 and a Fourth Amendment to Lease Commencement Date Agreement dated February 10, 2016 (hereinafter collectively referred to as the "Lease") covering 20,497 gross rentable square feet on the third (3rd) floor (“Existing Premises”) consisting of (i) 9,906 gross rentable square feet on the third (3rd) floor (“Initial Premises”), (ii) 5,267 gross rentable square feet on the third (3rd) floor (“1st Expansion Premises”) as set forth in the Second Amendment to Lease, and (iii) 5,324 gross rentable square feet on the third (3rd) floor (“2nd Expansion Premises”) as set forth in the Third Amendment to Lease, all in the building located at 5▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Woodcliff Lake, New Jersey (“Building”); and 2.2 The Term of the Lease expires on June 30, 2020; and 2.3 Tenant desires to expand the Existing Premises by leasing 6,596 gross rentable square feet on the third (3rd) floor of the Building ("3rd Expansion Premises"), as shown on Exhibit A attached hereto and made a part hereof, being suites 360 and 363; and 2.4 The parties desire to extend the Term of the Lease as to the Existing Premises for a period to commence on July 1, 2020; and 2.5 The parties desire to amend certain terms of the Lease as set forth below.

STATEMENT OF FACTS. 2.1 Landlord’s predecessor in interestBy Lease dated as of February 19, M▇▇▇-▇▇▇▇ Chestnut Ridge L.L.C. and Tenant previously entered into a Lease Agreement dated May 28, 2013 1997 (the "Initial “Original Lease"), as amended by a First Amendment to Lease dated July 1, 2013, a Second Amendment to Lease dated March 16, 2015, a Third Amendment to Lease dated May 5, 2015 and a Fourth Amendment to Lease Commencement Date Agreement dated February 10, 2016 (hereinafter collectively referred to as the "Lease") covering 20,497 gross rentable square feet on the third (3rd) floor (“Existing Premises”) consisting of (i) 9,906 gross rentable square feet on the third (3rd) floor (“Initial Premises”), (ii) 5,267 gross rentable square feet on the third (3rd) floor by and between Broadpine Realty Holding Company, Inc. (“1st Expansion PremisesBRHC”) (as set forth in the Second Amendment predecessor-in-interest to Lease, Landlord) and (iii) 5,324 gross rentable square feet on the third (3rd) floor Tower Insurance Company of New York (“2nd Expansion PremisesTICNY”) as set forth in the Third Amendment ), BRHC leased to Lease, all TICNY and TICNY hired from BRHC certain premises in the building located at 5▇ ▇▇known as 1▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, Woodcliff Lake, New Jersey ▇▇▇ ▇▇▇▇ (the “Building”); and 2.2 The Term , consisting of a portion of the Lease expires on June 30, 2020; and 2.3 Tenant desires to expand the Existing Premises by leasing 6,596 gross rentable square feet on the third fourteenth (3rd14th) floor of the Building Building, for a term ending on May 31, 2008. By Modification of Indenture of Lease dated as of May ("3rd Expansion Premises"no day), 1998 (the “First Amendment”), TICNY leased the balance of the rentable area of the fourteenth (14th) floor (the “Fourteenth Floor Premises”) in the Building. By the Second Amendment to Lease dated as shown on Exhibit A attached hereto of January 15, 2003 (the “Second Amendment”), TICNY leased a portion of the seventeenth (17th) floor (the “Seventeenth Floor Premises”) of the Building. By the Third Amendment to Lease dated as of September 1, 2005 (the “Third Amendment”), TICNY leased a portion of the thirtieth (30th) floor and made a part hereofthe entire thirty-first (31st) floor of the Building, being suites 360 surrendered the Fourteenth Floor Premises and 363; and 2.4 The parties desire to extend the Term Seventeenth Floor Premises, and extended the term of the Lease to June 30, 2021. By Assignment of Lease dated as of June 30, 2006 (the “Assignment Agreement”), TICNY assigned all of its right, title and interest as tenant under the Lease to Tower Group, Inc. By the Existing Premises for a period Fourth Amendment to commence Lease dated as of July 25, 2006 (the “Fourth Amendment”), Tenant leased an additional portion on July 1the 30th floor of the Building The Original Lease, 2020; and 2.5 The parties the First Amendment, the Second Amendment, the Third Amendment, the Assignment Agreement, the Fifth Amendment and any and all other amendments and modifications thereof shall hereinafter be collectively referred to as the “Lease”. Landlord and Tenant now desire to further amend certain terms of the Lease as set forth belowupon the terms hereinafter contained.

STATEMENT OF FACTS. 2.1 Landlord’s predecessor 1. By Development Agreement dated June 11, 1979 (the “Original Parcel 3 and 4 Development Agreement”) as amended by the Parcel 3 and 4 Prior Amendments described below (as so amended and inclusive of all exhibits thereto, collectively, the “Parcel 3 and 4 Development Agreement”), between the Authority and the Developer, the Authority agreed to convey to the Developer in intereststages and the Developer agreed to purchase from the Authority and redevelop in stages, Mthe developable area within Parcel 3 and Parcel 4 of the ▇▇▇-▇▇▇▇ Chestnut Ridge L.L.C. and Tenant previously entered into a Lease Agreement dated May 28, 2013 Square Urban Redevelopment Area (the "Initial Lease"“Urban Redevelopment Area”), as amended by a First Section 1 of the Parcel 3 and 4 Fifth Amendment (referred to in the Original Parcel 3 and 4 Development Agreement and hereafter sometimes referred to collectively as the “Parcel 3 and Parcel 4 Development Area,” respectively, as shown on Exhibit A) upon the terms and conditions set forth in the Parcel 3 and 4 Development Agreement. The Parcel 3 and 4 Prior Amendments consist of the following: • Amendment No. 1 dated May 29, 1980; • Amendment No. 2 dated December 22, 1981; • Amendment No. 3 dated April 14, 1982; • Amendment No. 4 dated December 19, 1983; • Amendment No. 5 dated May 30, 1986; • Amendment No. 6 dated April 1, 1988; • Amendment to Lease Development Agreements dated January 14, 1991; • Amendment to Development Agreements dated May 28, 1993; • Amendment No. 9 to Parcel 3 and 4 Development Agreement dated September 29, 1993; • Amendment No. 10 to Parcel 3 and 4 Development Agreement dated September 14, 1994; • Amendment No. 11 to Parcel 3 and 4 Development Agreement dated June 23, 1997; • Amendment No. 12 to Parcel 3 and 4 Development Agreement dated March 11, 1998; • Amendment No. 13 to Parcel 3 and 4 Development Agreement dated July 14, 2004; • Amendment No. 14 to Parcel 3 and 4 Development Agreement dated January 11, 2011; • Amendment No. 15 to Parcel 3 and 4 Development Agreement dated December 12, 2016; and • Amendment to Development Agreements (2017) dated January 11, 2017 (the “2017 Amendment”). 2. By Development Agreement dated April 14, 1982 (the “Original Parcel 2 Development Agreement”), as amended by the Parcel 2 Prior Amendments described below (as so amended and inclusive of all exhibits thereto, collectively, the “Parcel 2 Development Agreement”), between the Authority and the Developer, the Authority agreed to convey to the Developer in stages and the Developer agreed to purchase from the Authority and redevelop in stages, the developable area within Parcel 2 of the Urban Redevelopment Area (referred to in the Original Parcel 2 Development Agreement and hereinafter referred to as the “Parcel 2 Development Area,” as shown on Exhibit A) upon the terms and conditions set forth in the Parcel 2 Development Agreement. The Parcel 2 Prior Amendments consist of the following: • Amendment No. 1 dated April 24, 1987; • Amendment No. 2 dated April 1, 20131988; • Amendment No. 3 dated March 19, a Second 1990; • Amendment to Lease Development Agreements dated March 16January 14, 2015, a Third 1991; • Amendment to Lease Development Agreements dated May 528, 2015 1993; • Amendment No. 6 to Parcel 2 Development Agreement dated September 29, 1993; • Amendment No. 7 to Parcel 2 Development Agreement dated June 23, 1997; • Amendment No. 8 to Parcel 2 Development Agreement dated July 14, 2004; and a Fourth • Amendment to Lease Commencement Date Development Agreements (2017) dated January 11, 2017. 3. The Parcel 3 and 4 Development Agreement dated February 10, 2016 (and the Parcel 2 Development Agreement are hereinafter sometimes individually referred to as a “Development Agreement” and collectively referred to as the "Lease"“Development Agreements.” The Parcel 3 and 4 Development Area and the Parcel 2 Development Area are hereinafter sometimes collectively referred to as the “Development Area.” 4. The Development Area constitutes the majority of the area identified as the “MXD District” in both the City of Cambridge Zoning Ordinance (the “Zoning Ordinance”) covering 20,497 gross rentable and in the ▇▇▇▇▇▇▇ Square Urban Redevelopment Plan dated March 30, 2021 (as so amended, the “KSURP”). The Zoning Ordinance provides that 5,073,000 square feet on of Aggregate GFA is permitted to be developed within the third MXD District. 5. The Parties acknowledge that, the Authority has caused an Infill Development Concept Plan (3rdthe “Original IDCP”) floor to be written for the development of 940,000 square feet of Infill GFA (as that term is defined in Section 14.32.1 of the Zoning Ordinance), and that the Original IDCP has been amended once without affecting the Aggregate GFA (the “2019 IDCP Amendment”). The Authority has also caused a second amendment to the Original IDCP termed Infill Development Concept Plan Amendment #2 (the “2021 IDCP Amendment”) to be written and adopted concurrently with this Amendment providing for the development of an additional 800,000 square feet of Utility Project GFA (as that term is defined in Section 14.32.2 of the Zoning Ordinance) that is permitted to be developed for commercial uses in the MXD District under both the Zoning Ordinance and the KSURP, as well as the consolidation of the two residential buildings contemplated by the Original IDCP into one building (“Existing Premises”) consisting of (i) 9,906 gross rentable square feet on the third (3rd) floor (“Initial PremisesResidential GFA”), (ii) 5,267 gross rentable square feet on . 6. The Development Agreements require that the third (3rd) floor (“1st Expansion Premises”) as set forth Developer make certain payments to the Authority in the Second event it seeks to develop Infill GFA (each a “Purchase Price Payment” and collectively, the “Purchase Price Payments”). 7. On May 20, 2020, the Parties executed a Letter of Intent, a copy of which is attached to this Amendment as Exhibit B, to establish the Purchase Price for the Residential GFA (the “Letter of Intent”). In the Letter of Intent, the CRA acknowledged that the Developer had submitted in good faith a schematic design for the housing project contemplated by the Original IDCP and the 2019 Amendment to Lease, and (iii) 5,324 gross rentable square feet on the third (3rd) floor (“2nd Expansion Premises”) as set forth in the Third Amendment to Lease, all in the building be located at 5▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Woodcliff Lake, New Jersey and accordingly agreed to fix the Purchase Price for the Residential GFA (“Building”); andas defined in the Letter of Intent) irrespective of whether or not such Residential GFA was utilized in one or two buildings. 2.2 8. The Term Zoning Ordinance provides that the Utility Project GFA may only be utilized in connection with the development by NSTAR Electric Company d/b/a Eversource of the Lease expires on June 30“Substation Project” (as defined in Section 14.32.2 of the Zoning Ordinance), 2020; and 2.3 Tenant desires to expand the Existing Premises by leasing 6,596 gross rentable and requires that a building permit for construction of a residential project containing at least 400,000 square feet on of Residential GFA shall be issued prior to or concurrently with the third (3rd) floor issuance of a building permit for any project utilizing Utility Project GFA. 9. The Parties acknowledge that the Infill GFA to be used for the two commercial buildings contemplated by the 2021 IDCP Amendment is the Utility Project GFA, and that all of the Building ("3rd Expansion Premises")Residential GFA will be used for the redesigned ▇▇▇ ▇▇▇▇▇▇▇▇ contemplated by the 2021 IDCP Amendment. In addition, as shown on Exhibit A attached hereto and made a part hereof, being suites 360 and 363; and 2.4 The parties desire to extend the Term Parties acknowledge that Utility Project GFA is also Infill GFA for the purposes of the Lease as Development Agreements (subject to the Existing Premises for a period special provisions applicable solely to commence on July 1, 2020; and 2.5 The parties desire to amend certain terms of the Lease Utility Project GFA as set forth belowin this Amendment). 10. The Parties have agreed that, in order to further their agreements and accomplish the purposes embodied by the Development Agreements more effectively in light of both past experience in implementing the Development Agreements and current and anticipated development conditions in the Development Area, it is necessary and desirable to make certain amendments to the Development Agreements as hereinafter set forth.

STATEMENT OF FACTS. 2.1 LandlordLessor’s predecessor in interest, M▇▇▇-▇ ▇▇▇▇ Chestnut Ridge L.L.C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Associates LLC, and Tenant previously Lessee’s predecessor in interest, Vonage USA Inc., entered into a Lease Agreement dated May 28March 24, 2013 2005 (the "Initial “Original Lease"”), as amended by Commencement Date Agreement dated June 3, 2005, and Lessor and Vonage USA Inc. entered into a First Amendment to Lease dated July 1September 27, 20132005 (“First Amendment”), and Lessor and Lessee entered into a Second Amendment to Lease dated March 16April 7, 2015, 2006 (“Second Amendment”) and a Third Amendment to Lease dated May 5November 1, 2015 2006 (“Third Amendment”) (the Original Lease, First Amendment, Second Amendment and a Fourth Third Amendment to Lease Commencement Date Agreement dated February 10are collectively, 2016 (hereinafter collectively referred to as the "“Lease"”) covering 20,497 setting forth the terms of occupancy by Lessee of approximately 350,000 gross rentable square feet on the third (3rd) floor (“Existing Premises”) consisting of (i) 9,906 gross rentable square feet on all of the third (3rd) floor (“Initial Premises” and “Additional Premises” located in the entire building (hereinafter collectively the “Building”), (ii) 5,267 gross rentable square feet on the third (3rd) floor (“1st Expansion Premises”) as set forth in the Second Amendment to Leasetogether with all parking areas, private streets and (iii) 5,324 gross rentable square feet on the third (3rd) floor (“2nd Expansion Premises”) as set forth in the Third Amendment to Leaseroadways, helipad, landscaping and all in the building exterior space located at 5▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Woodcliff Lake, New Jersey ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter collectively the “BuildingPremises”), the Site Plan reflecting the location of the space in the Building is more particularly described on Exhibit A attached hereto and incorporated herein; and 2.2 The Term of the Lease expires on June 30August 31, 20202017 (“Original Expiration Date”); and 2.3 Tenant Lessee desires to expand extend the Existing Premises by leasing 6,596 gross rentable square feet on the third (3rd) floor term of the Building ("3rd Expansion Premises")Lease for a period of seventy-four months to commence September 1, as shown on Exhibit A attached hereto 2017 and made a part hereofcontinue through October 31, being suites 360 and 3632023; and 2.4 The parties desire to extend the Term of the Lease as to the Existing Premises for a period to commence on July 1, 2020; and 2.5 The parties desire to amend certain terms of the Lease as set forth below.

STATEMENT OF FACTS. 2.1 Landlord’s predecessor in interest, M▇▇▇-▇▇▇▇ Chestnut Ridge L.L.C. and Tenant previously entered into a Lease 1. By Development Agreement dated May 28June 11, 2013 1979 (the "Initial Lease"), “Original Parcel 3 and 4 Development Agreement”) as amended by a First Amendment to Lease dated July 1the Parcel 3 and 4 Prior Amendments described below (as so amended and inclusive of all exhibits thereto, 2013collectively, a Second Amendment to Lease dated March 16, 2015, a Third Amendment to Lease dated May 5, 2015 the “Parcel 3 and a Fourth Amendment to Lease Commencement Date Agreement dated February 10, 2016 (hereinafter collectively referred to as the "Lease") covering 20,497 gross rentable square feet on the third (3rd) floor (“Existing Premises”) consisting of (i) 9,906 gross rentable square feet on the third (3rd) floor (“Initial Premises4 Development Agreement”), (ii) 5,267 gross rentable square feet on between the third (3rd) floor (“1st Expansion Premises”) as set forth Authority and the Developer, the Authority agreed to convey to the Developer in stages and the Second Amendment Developer agreed to Leasepurchase from the Authority and redevelop in stages, the developable area within Parcel 3 and (iii) 5,324 gross rentable square feet on Parcel 4 of the third (3rd) floor (“2nd Expansion Premises”) as set forth in the Third Amendment to Lease, all in the building located at 5▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Woodcliff Lake, New Jersey ▇ Square Urban Renewal Area (the “BuildingUrban Renewal Area”); and 2.2 The Term , as amended by Section 1 of the Lease expires on June 30Parcel 3 and 4 Fifth Amendment (referred to in the Original Parcel 3 and 4 Development Agreement and hereafter sometimes referred to collectively as the “Development Area” and hereinafter sometimes referred to as the “Parcel 3 Development Area” and “Parcel 4 Development Area”, 2020; and 2.3 Tenant desires to expand the Existing Premises by leasing 6,596 gross rentable square feet on the third (3rd) floor of the Building ("3rd Expansion Premises")respectively, as shown on Exhibit A attached hereto A) upon the terms and made a part hereof, being suites 360 conditions set forth in the Parcel 3 and 363; and 2.4 4 Development Agreement. The parties desire to extend the Term Parcel 3 and 4 Prior Amendments consist of the Lease following: • Amendment No. 1 dated May 29, 1980; • Amendment No. 2 dated December 22, 1981; • Amendment No. 3 dated April 14, 1982; • Amendment No. 4 dated December 19, 1983; • Amendment No. 5 dated May 30, 1986; • Amendment No. 6 dated April 1, 1988; • Amendment to Development Agreements dated January 14, 1991; • Amendment to Development Agreements dated May 28, 1993; • Amendment No. 9 to Parcel 3 and 4 Development Agreement dated September 29, 1993; • Amendment No. 10 to Parcel 3 and 4 Development Agreement dated September 14, 1994; • Amendment No. 11 to Parcel 3 and 4 Development Agreement dated June 23, 1997; • Amendment No. 12 to Parcel 3 and 4 Development Agreement dated March 11, 1998; • Amendment No. 13 to Parcel 3 and 4 Development Agreement dated July 14, 2004; • Amendment No. 14 to Parcel 3 and 4 Development Agreement dated January 11, 2011; and • Amendment No. 15 to Parcel 3 and 4 Development Agreement dated December 12, 2016 2. By Development Agreement dated April 14, 1982 (the “Original Parcel 2 Development Agreement”), as amended by the Parcel 2 Prior Amendments described below (as so amended and inclusive of all exhibits thereto, collectively, the “Parcel 2 Development Agreement”), between the Authority and the Developer, the Authority agreed to convey to the Existing Premises for a period Developer in stages and the Developer agreed to commence purchase from the Authority and redevelop in stages, the developable area within Parcel 2 of the ▇▇▇▇▇▇▇ Square Urban Renewal Area (referred to in the Original Parcel 2 Development Agreement and hereinafter referred to as the “Parcel 2 Development Area”, as shown on July Exhibit A) upon the terms and conditions set forth in the Parcel 2 Development Agreement. The Parcel 2 Prior Amendments consist of the following: • Amendment No. 1 dated April 24, 1987; • Amendment No. 2 dated April 1, 20201988; and• Amendment No. 3 dated March 19, 1990; • Amendment to Development Agreements dated January 14, 1991; • Amendment to Development Agreements dated May 28, 1993; • Amendment No. 6 to Parcel 2 Development Agreement dated September 29, 1993; • Amendment No. 7 to Parcel 2 Development Agreement dated June 23, 1997; and • Amendment No. 8 to Parcel 2 Development Agreement dated July 14, 2004. 2.5 3. The parties desire Parcel 3 and 4 Development Agreement and the Parcel 2 Development Agreement are hereinafter sometimes individually referred to amend certain terms as a “Development Agreement” and collectively referred to as the “Development Agreements.” The Parcel 3 and 4 Development Area and the Parcel 2 Development Area are hereinafter sometimes collectively referred to as the “Development Area.” 4. The Development Area constitutes the majority of the Lease area identified as the “MXD District” in both the City of Cambridge Zoning Ordinance (the “Zoning Ordinance”) and in the Amended and Restated ▇▇▇▇▇▇▇ Square Urban Renewal Plan dated December 31, 2015 (as so amended, the “KSURP”). 5. The Authority and the Developer have agreed that, in order to further their agreements and accomplish the purposes embodied by the Development Agreements more effectively in light of both past experience in implementing the Development Agreements and current and anticipated development conditions in the Development Area, it is necessary and desirable to make certain amendments to the Development Agreements as hereinafter set forth belowforth.

STATEMENT OF FACTS. 2.1 Landlord’s predecessor in interest, M▇▇▇-▇▇▇▇ Chestnut Ridge L.L.C. and Tenant previously entered into a Lease 1. By Development Agreement dated May 28June 11, 2013 1979 (the "Initial Lease"), “Original Parcel 3 and 4 Development Agreement”) as amended by a First Amendment to Lease dated July 1the Prior Amendments described below (as so amended and inclusive of all exhibits thereto, 2013collectively, a Second Amendment to Lease dated March 16, 2015, a Third Amendment to Lease dated May 5, 2015 the “Parcel 3 and a Fourth Amendment to Lease Commencement Date Agreement dated February 10, 2016 (hereinafter collectively referred to as the "Lease") covering 20,497 gross rentable square feet on the third (3rd) floor (“Existing Premises”) consisting of (i) 9,906 gross rentable square feet on the third (3rd) floor (“Initial Premises4 Development Agreement”), (ii) 5,267 gross rentable square feet on between the third (3rd) floor (“1st Expansion Premises”) as set forth Authority and the Developer, the Authority agreed to convey to the Developer in stages and the Second Amendment Developer agreed to Leasepurchase from the Authority and redevelop in stages, the developable area within Parcel 3 and (iii) 5,324 gross rentable square feet on Parcel 4 of the third (3rd) floor (“2nd Expansion Premises”) as set forth in the Third Amendment to Lease, all in the building located at 5▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Woodcliff Lake, New Jersey ▇ Square Urban Renewal Area (the “BuildingUrban Renewal Area”); and 2.2 The Term of the Lease expires on June 30, 2020; and 2.3 Tenant desires to expand the Existing Premises by leasing 6,596 gross rentable square feet on the third (3rd) floor of the Building ("3rd Expansion Premises"), as shown on Exhibit A attached hereto to the Original Parcel 3 and made a part hereof4 Development Agreement, being suites 360 and 363; and 2.4 The parties desire to extend the Term as amended by Section 1 of the Lease Parcel 3 and 4 Fifth Amendment (referred to in the Original Parcel 3 and 4 Development Agreement and hereafter sometimes referred to collectively as the “Development Area” and hereinafter sometimes referred to as the “Parcel 3 Development Area” and “Parcel 4 Development Area”, respectively) upon the terms and conditions set forth in the Parcel 3 and 4 Development Agreement. The Prior Amendments consist of the following: • Amendment No. 1 dated May 29, 1980; • Amendment No. 2 dated December 22, 1981; • Amendment No. 3 dated April 14, 1982; • Amendment No. 4 dated December 19, 1983; • Amendment No. 5 dated May 30, 1986; • Amendment No. 6 dated April 1, 1988; • Amendment to Development Agreements dated January 14, 1991; • Amendment to Development Agreements dated May 28, 1993; • Amendment No. 9 to Parcel 3 and 4 Development Agreement dated September 29, 1993; • Amendment No. 10 to Parcel 3 and 4 Development Agreement dated September 14, 1994; • Amendment No. 11 to Parcel 3 and 4 Development Agreement dated June 23, 1997; • Amendment No. 12 to Parcel 3 and 4 Development Agreement dated March 11, 1998; and • Amendment No. 13 to Parcel 3 and 4 Development Agreement dated July 14, 2004. • Amendment No. 14 to Parcel 3 and 4 Development Agreement dated January 11, 2011. 2. By Development Agreement dated April 14, 1982 (the “Original Parcel 2 Development Agreement”), as amended by the Parcel 2 Prior Amendments described below (as so amended and inclusive of all exhibits thereto, collectively, the “Parcel 2 Development Agreement”), between the Authority and the Developer, the Authority agreed to convey to the Existing Premises for a period Developer in stages and the Developer agreed to commence purchase from the Authority and redevelop in stages, the developable area within Parcel 2 of the ▇▇▇▇▇▇▇ Square Urban Renewal Area as shown on July Exhibit A to the Original Parcel 2 Development Agreement (referred to in the Original Parcel 2 Development Agreement and hereinafter referred to as the “Parcel 2 Development Area”) upon the terms and conditions set forth in the Parcel 2 Development Agreement. The Parcel 2 Prior Amendments consist of the following: • Amendment No. 1 dated April 24, 1987; • Amendment No. 2 dated April 1, 20201988; and• Amendment No. 3 dated March 19, 1990; • Amendment to Development Agreements dated January 14, 1991; • Amendment to Development Agreements dated May 28, 1993; • Amendment No. 6 to Parcel 2 Development Agreement dated September 29, 1993; • Amendment No. 7 to Parcel 2 Development Agreement dated June 23, 1997; and • Amendment No. 8 to Parcel 2 Development Agreement dated July 14, 2004. 2.5 3. The parties desire Parcel 3 and 4 Development Agreement and the Parcel 2 Development Agreement are hereinafter sometimes individually referred to amend as a “Development Agreement” and collectively referred to as the “Development Agreements.” 4. The Authority and the Developer have agreed that in order to further their agreements and accomplish the purposes embodied by the Development Agreements more effectively in light of both past experience in implementing the Development Agreements and current and anticipated economic, development and other conditions, it is necessary and desirable to make certain terms of amendments to the Lease Parcel 3 and 4 Development Agreement as hereinafter set forth belowforth.

STATEMENT OF FACTS. 2.1 Landlord’s predecessor in interestBy Lease dated as of February 19, M▇▇▇-▇▇▇▇ Chestnut Ridge L.L.C. and Tenant previously entered into a Lease Agreement dated May 28, 2013 1997 (the "Initial “Original Lease"), as amended by a First Amendment to Lease dated July 1, 2013, a Second Amendment to Lease dated March 16, 2015, a Third Amendment to Lease dated May 5, 2015 and a Fourth Amendment to Lease Commencement Date Agreement dated February 10, 2016 (hereinafter collectively referred to as the "Lease") covering 20,497 gross rentable square feet on the third (3rd) floor (“Existing Premises”) consisting of (i) 9,906 gross rentable square feet on the third (3rd) floor (“Initial Premises”), (ii) 5,267 gross rentable square feet on the third (3rd) floor by and between Broadpine Realty Holding Company, Inc. (“1st Expansion PremisesBRHC”) (as set forth in the Second Amendment predecessor-in-interest to Lease, Landlord) and (iii) 5,324 gross rentable square feet on the third (3rd) floor Tower Insurance Company of New York (“2nd Expansion PremisesTICNY”) as set forth in the Third Amendment ), BRHC leased to Lease, all TICNY and TICNY hired from BRHC certain premises in the building located at 5▇ ▇▇known as 1▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, Woodcliff Lake, New Jersey ▇▇▇ ▇▇▇▇ (the “Building”); and 2.2 The Term , consisting of a portion of the Lease expires on June 30, 2020; and 2.3 Tenant desires to expand the Existing Premises by leasing 6,596 gross rentable square feet on the third fourteenth (3rd14th) floor of the Building Building, for a term ending on May 31, 2008. By Modification of Indenture of Lease dated as of May ("3rd Expansion Premises"no day), 1998 (the “First Amendment”), TICNY leased the balance of the rentable area of the fourteenth (14th) floor (the “Fourteenth Floor Premises”) in the Building. By the Second Amendment to Lease dated as shown on Exhibit A attached hereto of January 15, 2003 (the “Second Amendment”), TICNY leased a portion of the seventeenth (17th) floor (the “Seventeenth Floor Premises”) of the Building. By the Third Amendment to Lease dated as of September 1, 2005 (the “Third Amendment”), TICNY leased a portion of the thirtieth (30th) floor and made a part hereofthe entire thirty-first (31st) floor of the Building, being suites 360 surrendered the Fourteenth Floor Premises and 363; and 2.4 The parties desire to extend the Term Seventeenth Floor Premises, and extended the term of the Lease to June 30, 2021. By Assignment of Lease dated as of June 30, 2006 (the “Assignment Agreement”), TICNY assigned all of its right, title and interest as tenant under the Lease to Tower Group, Inc. The Original Lease, the Existing Premises for a period First Amendment, the Second Amendment, the Third Amendment, the Assignment Agreement and any and all other amendments and modifications thereof shall hereinafter be collectively referred to commence on July 1, 2020; and 2.5 The parties as the “Lease”. Landlord and Tenant now desire to further amend certain terms of the Lease as set forth belowupon the terms hereinafter contained.

STATEMENT OF FACTS. 2.1 Landlord’s predecessor in interest, M▇▇▇-▇▇▇▇ Chestnut Ridge L.L.C. Lessor and Tenant previously Lessee entered into a Lease Agreement dated May 28December 21, 2013 (the "Initial Lease")2000, as amended by a First Amendment to Lease dated July 1December 21, 20132000, a Second Amendment to Lease dated March 16July 26, 20152001, a Third Amendment to Lease dated May 5November 6, 2015 and a Fourth Amendment to Lease Commencement Date Agreement dated February 10▇▇▇▇, 2016 (hereinafter collectively referred to as the "Lease") covering 20,497 gross rentable square feet on the third (3rd) floor (“Existing Premises”) consisting of (i) 9,906 gross rentable square feet on the third (3rd) floor (“Initial Premises”), (ii) 5,267 gross rentable square feet on the third (3rd) floor (“1st Expansion Premises”) as set forth in the Second Amendment to Lease, and (iii) 5,324 gross rentable square feet on the third (3rd) floor (“2nd Expansion Premises”) as set forth in the Third Amendment to Lease, all in the building located at 5▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to Lease dated March 15, 2002, Fifth Amendment to Lease dated October 20, 2003, Sixth Amendment to Lease dated August 2, 2005, Seventh Amendment to Lease dated February 4, 2008, letter agreement dated February 14, 2008, Eighth Amendment to Lease dated August 18, 2008, and a Ninth Amendment to Lease dated November 25, 2008, Tenth Amendment to Lease dated ▇▇▇▇▇ ▇▇, Woodcliff Lake▇▇▇▇, New Jersey ▇▇▇▇▇▇▇▇ Amendment to Lease dated July 12, 2013 and Twelfth Amendment to Lease dated November 5, 2013 (“Building”); and 2.2 The Term of hereinafter collectively, the Lease expires on June 30, 2020; and 2.3 Tenant desires to expand the Existing Premises by leasing 6,596 "Lease") covering 98,326 gross rentable square feet on the third (3rd) floor and fourth (4th) floors (“Premises”) in the building located at ▇▇▇▇ Centre II, One ▇▇▇▇ Drive, Paramus, New Jersey ("Building"); and 2.2 The Expiration Date of the Building Lease is June 30, 2018; and 2.3 The parties desire to extend the Term of the Lease applicable to only that portion of the Premises consisting of 90,050 gross rentable square feet on the third ("3rd Expansion 3rd) and fourth (4th) floors (defined as the “Existing Premises"), as ” in the Eleventh Amendment to Lease and Twelfth Amendment to Lease) and shown on Exhibit A attached hereto and made a part hereof, being suites 360 and 363; and 2.4 The parties desire to extend the Term of the Lease as to the Existing Premises for a period to commence on July 1, 20202018, so that the Term applicable to the balance of the Premises consisting of 8,276 gross rentable square feet on the fourth floor of the Building (defined as the “Expansion Premises” in the Eleventh Amendment to Lease and Twelfth Amendment to Lease and shown on Exhibit A to the Eleventh Amendment to Lease), and shown on Exhibit A attached hereto and made a part hereof, not being renewed by Tenant, shall expire on June 30, 2018; and 2.5 2.4 The parties desire to amend certain terms of the Lease as set forth below.