AGREEMENT OF LEASE

Exhibit 10.1

AGREEMENT OF LEASE

BETWEEN

240 PRINCETON TCI ASSOCIATES, LLC,
AS LANDLORD

AND

VOXWARE INC.,
AS TENANT

i

ii

AGREEMENT OF LEASE

      THIS AGREEMENT OF LEASE made this 3rd day of December 2007 by and between 240 Princeton TCI Associates, LLC , a New Jersey limited liability company (hereinafter called “ Landlord ”), and Voxware Inc. , a Delaware corporation (hereinafter called “ Tenant ”).

1. FUNDAMENTAL LEASE PROVISIONS.

      (a) “ Building ”: shall mean the building located at 300 American Metro Boulevard, Hamilton, New Jersey 08619, and commonly known as “American Metro Center.”

      (b) “ Building RSF ”: shall mean the rentable square footage of the Building, which is deemed to be 459,488 rentable square feet, as the same may be adjusted from time to time.

      (c) “ Property ”: shall mean the Building and the parcel(s) of land on which the Building is located, together with all improvements thereon.

      (d) “ Demised Premises ” or “ Premises ”: shall mean the area identified on the plan attached hereto as Exhibit “A” . The Demised Premises are located on the first (1 ^st ) floor of the Building and are designated as Suite

      (e) “ Tenant’s RSF ”: shall mean the rentable square footage of the Demised Premises, which is mutually agreed by Landlord and Tenant to be the stipulated amount of 9,473 rentable square feet.

      (f) “ Annual Base Rent ”:

      (g) “ Tenant’s Share ”: 2.06%, which is the Tenant’s RSF divided by the Building RSF, as the same may be adjusted from time to time.

      (h) “ Expense Stop ”: Operating Expenses for the Base Operating Year.

      (i) “ Term ”: Five (5) years commencing on the Commencement Date and ending on the date (the “ Expiration Date ”) which is (i) the day immediately preceding the fifth (5th) anniversary of the Commencement Date, if the Commencement Date is the first day of a calendar month, or (ii) the last day of the calendar month in which the fifth (5th) anniversary of the Commencement Date occurs, if the Commencement Date is any day other than the first day of a calendar month.

1

      (j) “ Commencement Date ”: shall mean the earlier of (i) the date Tenant commences occupancy with Tenant’s employees of all or any portion of the Demised Premises, and (ii) the Delivery Date (as hereinafter defined). In no event shall the Commencement Date be earlier than the Effective Date (as hereinafter defined). Upon the request of either party, following the determination of the Commencement Date, Landlord and Tenant shall enter into a mutually acceptable Commencement Date Agreement confirming the Commencement Date. Provided the Effective Date shall then have occurred, Tenant and Tenant’s contractors approved by Landlord (such approval not to be unreasonably withheld) shall, subject Landlord’s reasonable approval, be permitted access to the Premises, upon reasonable prior notice to Landlord and subject to Landlord’s scheduling requirements to avoid interruption of or interference with the Initial Tenant Improvements (as hereinafter defined), during the approximately thirty (30) day period prior to the Commencement Date, solely for the purpose of allowing Tenant to install furniture, equipment and cabling and wiring for its equipment and telephones. Such early access shall be at Tenant’s sole risk. Such early access shall be granted upon the condition that Tenant’s employees, contractors, agents or servants shall not interfere with Landlord’s performance of the Initial Tenant Improvements. Tenant’s access to and use of the Premises pursuant to the terms of this paragraph shall be expressly subject to all terms, provisions and conditions of this Lease, including, without limitation, the insurance requirements of this Lease (except the provisions for payment of Rent). Landlord shall not be liable in any way for any injury, loss or damage occurring as a result of Tenant’s early access to the Premises. Landlord shall have the right to impose such additional reasonable conditions on Tenant’s early access to the Premises as Landlord, in its sole discretion, reasonably deems appropriate; provided, however, that Landlord shall not require Tenant to post an additional security deposit therefor.

      (k) “ Delivery Date ”: shall mean the date on which the work to be performed by Landlord constituting the Initial Tenant Improvements are “ Substantially Completed ” pursuant to the terms of Section 3 below. Notwithstanding the foregoing, in the event that the Delivery Date is delayed due to a Tenant Delay (as hereinafter defined) then the Delivery Date shall be deemed to occur on the Estimated Delivery Date, subject to extension for delays other than those caused in whole or in part by Tenant.

      (l) “ Estimated Delivery Date ”: six (6) months from the date this Lease has been executed and delivered by both Landlord and Tenant.

      (m) “ Construction Information Submission Date ”: ten (10) business days from the date this Lease has been executed and delivered by both Landlord and Tenant.

      (n) INTENTIONALLY DELETED

      (o) INTENTIONALLY DELETED

2

      (p) “ Notice Addresses ”:   

      (q) “ Rent Payment Address ” / “ Property Manager ”:

      (r) “ Security Deposit ”: $60,390.36

      (s) “ Permitted Use ”: General Office Use

      (t) “ Broker ”:

3

      (u) “ Default ”: shall mean a default hereunder beyond the written notice and grace period, if applicable, stated herein.

      (v) “Effective Date” : shall mean the date that is the earlier of (i) the date Tenant’s application for a Business Employment Incentive Program grant from the New Jersey Economic Development Authority has been given final approval, or (ii) January 16, 2008, in the event Tenant fails to deliver, in a timely manner, the termination notice set forth in Article 44 of this Lease.

2. DEMISED PREMISES/COMMON AREAS. Landlord, for the Term, and subject to the provisions and conditions hereof, leases to Tenant and Tenant accepts from Landlord, the Demised Premises. Tenant shall use the Premises for the Permitted Use and for no other purpose. Tenant shall not use or occupy, or permit or suffer to be used or occupied, the Demised Premises for any of the Prohibited Uses set forth on Exhibit “F” or any part thereof, other than for the Permitted Use. Tenant shall further have the non-exclusive right, in common with the other tenants and occupants of the Building and with others who have been granted such rights by Landlord, to use the “Common Areas” of the Building. As used herein, “Common Areas” shall mean any areas or facilities designated by Landlord from time to time for the general use of all tenants in the Building, including any nonreserved parking areas, driveways, sidewalks, hallways, restrooms, and other similar public areas and access ways of the Building to the extent designated as “Common Areas” by Landlord.

3. INITIAL TENANT IMPROVEMENTS.

      (a) Landlord shall construct, or cause to be constructed, in a good and workmanlike manner, certain improvements to the Demised Premises as provided for in the Tenant’s Plans (as hereinafter defined). The work described in the Tenant’s Plans is hereinafter referred to as the “ Initial Tenant Improvements ”.

      (b) Landlord and Tenant have attached hereto the initial plans (the “ Initial Plans ”) for the Initial Tenant Improvements, consisting of the space plan attached hereto as Exhibit “B” (the “ Space Plan ”) and the construction standards attached hereto as Exhibit “B-1” (the “ Construction Standards ”). Tenant shall provide to Landlord any reasonable information required by Landlord for preparation of the Construction Drawings (as hereinafter defined), including, without limitation, Tenant’s finish selections, mechanical loads, electrical loads and locations, furniture plans and special lighting and use requirements, if any (collectively, the “ Construction Information ”) on or before the Construction Information Submission Date. In the event additional or supplemental Construction Information is required by Landlord, Tenant shall, within five (5) days after Landlord's request therefor, provide to Landlord such Construction Information. Landlord, no later than thirty (30) days after the Construction Information Date, shall prepare and deliver to Tenant for Tenant’s approval, a complete and coordinated set of working, finished and detailed construction and engineering drawings and specifications for the Initial Tenant Improvements (the "Construction Drawings" ), which shall (i) be prepared in conformity with the Initial Plans, (ii) comply with all legal requirements and Building and Construction Standards, and (iii) be sealed by a licensed architect and suitable for the issuance of any required building permit. If Tenant does not provide Landlord with a written response within five (5) business days of Landlord’s delivery of the Construction Drawings to Tenant, the Construction Drawings shall be deemed approved by Tenant.

4

In the event Tenant does not approve of the Construction Drawings, then within five (5) business days after Landlord’s delivery of the Construction Drawings to Tenant (the “Approval Period”), Tenant shall provide good faith detailed written reasons for such disapproval (the “Detail Notice”); provided, that Tenant shall use commercially reasonable good faith efforts to provide the Detail Notice as soon as possible after the commencement of the Approval Period, but in no event later than the expiration of the Approval Period. Within an additional ten (10) days after the receipt of the Detail Notice, Landlord shall resubmit the Construction Drawings to Tenant, and the process shall be repeated until the Construction Drawings have been approved, or deemed approved, by Tenant; except Tenant shall not comment on any portion of the Construction Drawings which previously were not timely disapproved in the manner set forth above. Landlord or Landlord's agent, at no additional charge to Tenant, shall act as construction manager with respect to the Initial Tenant Improvements. Landlord shall apply to the appropriate governmental authorities for any building permit(s) that shall be required in connection with Landlord's performance of the Initial Tenant Improvements. Landlord shall diligently prosecute the Initial Tenant Improvements to completion, using building standard materials and finishes as set forth in Exhibit B-1. Landlord shall perform the Initial Tenant Improvements in accordance with the Tenant’s Plans, in compliance with all legal requirements, and otherwise in a good and workmanlike manner. Landlord reserves the right however, (i) to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily and reasonably available, and (ii) to make changes necessitated by conditions met in the course of construction, provided that Tenant's approval of any substantial change shall first be obtained (which approval shall not be unreasonably withheld or delayed so long as there shall be general conformity with the Tenant’s Plans). Landlord shall arrange for any inspections, and shall, at its sole cost and expense, apply for and obtain any temporary or final Certificate of Occupancy, required by any governmental authority.

      (c) The Initial Plans and the Construction Drawings, as finally approved by all applicable governmental authorities, are hereinafter collectively referred to as the “ Tenant’s Plans ”. Notwithstanding anything to the contrary contained herein, if the final Construction Drawings, as finally approved by all applicable governmental authorities, contain any work which was not included in, is different than or otherwise exceeds the requirements of, the Initial Plans, then the same shall constitute a change order requested by Tenant (a “ Tenant Change Order ”) and Tenant shall pay any increase in the cost attributable to or resulting from such Tenant Change Order (including, without limitation, additional Architect’s fees and additional costs of constructing the Initial Tenant Improvements, as well as Landlord’s additional administrative costs and engineering review fees). Any delay in the date of Substantial Completion (as hereinafter defined) by reason of any such Tenant Change Order shall constitute a Tenant Delay as hereinafter defined. Without limiting the foregoing, and unless otherwise specifically agreed by Landlord and Tenant or otherwise specifically detailed in the Initial Plans approved by Landlord, all materials, finishes, quality levels, quantities and the like applicable to the Initial Tenant Improvements as depicted in the Initial Plans shall be consistent with the “building standard” items generally provided by Landlord for comparable tenancies in the Building.

5

      (d) Tenant Change Orders shall not be permitted without the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed by Landlord so long as the Tenant Change Order does not delay Substantial Completion or materially increase the cost of the Initial Tenant Improvements. If Landlord approves any Tenant Change Order then, notwithstanding anything to the contrary contained herein, Tenant shall pay any increase in the cost of constructing the Initial Tenant Improvements resulting from such Tenant Change Order within ten (10) days after receipt of Landlord’s invoice therefor. As a condition to Landlord’s approval of any Tenant Change Order, Landlord may require that, prior to Landlord’s commencement of any work related to such Tenant Change Order, Tenant shall pay to Landlord fifty percent (50%) of the amount estimated by Landlord to become due to Landlord with respect to such Tenant Change Order and the remaining fifty percent (50%) when the work under the Tenant Change Order has been substantially completed and ready for Tenant’s use and occupancy.

      (e) Upon Substantial Completion of the Initial Tenant Improvements, Landlord shall notify Tenant and Tenant shall inspect the Demised Premises with Landlord within three (3) business days after Tenant’s receipt of Landlord’s notice. Within two (2) business days of completion of the inspection, it shall be presumed that all work theretofore performed by or on behalf of Landlord was satisfactorily performed in accordance with, and meeting the requirements of, this Lease, excepting, however: (i) required work not actually completed by Landlord and which is identified at the time of the inspection on a list prepared by the construction representatives of Landlord and Tenant (“ Punchlist Items ”), or (ii) to latent defects in such work which could not reasonably have been discovered at the time of the inspection provided that Tenant notifies Landlord in writing of such defects within one (1) year after the Commencement Date. Landlord shall substantially complete the Punchlist Items within sixty (60) days of the inspection, except for any Long Lead Items as set forth herein.

      (f) Landlord’s work in constructing the Initial Tenant Improvements shall be deemed to be “ Substantially Completed ”, and “Substantial Completion” shall mean, when: (i) the work to be performed by Landlord shown on the Tenant’s Plans has been completed except for minor or insubstantial details of construction, mechanical adjustments, or finishing touches like plastering or painting, which items shall not materially and adversely affect Tenant’s conduct of its ordinary business activities in the Demised Premises, and (ii) the issuance of a temporary or final Certificate of Occupancy by the municipality so that Tenant may lawfully occupy the Demised Premises for its ordinary business activities (except to the extent that such lawful occupancy is conditioned on remaining installations, work or improvements to be performed by Tenant). Notwithstanding the foregoing, in the event that Substantial Completion of the Initial Tenant Improvements is delayed, in whole or in part, by acts or omissions of Tenant, and which delay is not within the control of Landlord (a “ Tenant Delay ”), including, without limitation, for the reasons set forth in subparagraphs (i) through (iv) below, then Tenant’s obligation to pay Rent hereunder shall not be affected or deferred on account of such delay and, for purposes of establishing the Delivery Date hereunder, the “ Delivery Date ” shall be deemed to occur on the Estimated Delivery Date (or such later date as may result from delays in Substantial Completion that are not attributable to Tenant Delay, subject to the limitations set forth in Section 4(a) below):

           (i) Tenant’s failure to: (1) deliver Tenant’s Construction Information on or before the Construction Information Submission Date; (2) deliver Tenant’s additional or supplemental Construction Information, if any, within the period set forth in Section 3(b) above; (3) promptly make changes in the Construction Drawings reasonably required by Landlord or any applicable governmental authority in connection with the approval thereof; or

6

           (ii) Tenant Change Order(s); or

           (iii) delays, not caused by Landlord, in furnishing special items which are not readily available (“ Long Lead Items ”) or procuring specialized labor required for installation of Long Lead Items, provided that Tenant shall be notified of Landlord’s good faith estimate of the anticipated delay promptly after discovery thereof by Landlord, and shall be given an opportunity to specify alternative materials or requirements which are readily available; or

           (iv) the performance of any work or activity in the Demised Premises or Building by Tenant or any of its employees, agents or contractors (including, without limitation, the installation of Tenant’s furniture, cabling or equipment). Without limiting the foregoing, Tenant specifically acknowledges that the municipality’s issuance of a final certificate of occupancy (or similar certificate) may be conditioned upon Tenant’s installation of its furniture, cabling or equipment or the completion of any other work or activity in the Demised Premises by Tenant or any of its employees, agents or contractors. In such event, if the municipal authority will not issue a final certificate of occupancy (or similar certificate) or schedule an inspection of the Demised Premises due to Tenant’s failure to install such furniture, cabling or equipment or failure to complete such other work or activity, then the same shall constitute a Tenant Delay hereunder.

      (g) Tenant acknowledges that the Estimated Delivery Date (which shall be an estimate and not a guarantee by Landlord) is conditioned upon all applicable governmental authorities approving the Construction Drawings within sixty days of the date of this Lease.

4. DELAY IN POSSESSION.

      (a) Landlord currently anticipates that the Delivery Date will occur on or about the Estimated Delivery Date. If the Delivery Date has not occurred by the Estimated Delivery Date because any repairs or improvements to the Demised Premises are not completed, Landlord shall not be subject to any liability to Tenant (except to the extent set forth herein). Under such circumstances (but subject to the provisions herein relating to Tenant Delay, the Rent reserved and covenanted to be paid herein shall not commence until the Commencement Date, and no such failure to deliver possession shall in any other respect affect the validity of this Lease. Notwithstanding the foregoing, in the event that the Commencement Date does not occur by the date which is forty five (45) days after the Estimated Delivery Date (other than on account of a Force Majeure, not to exceed six (6) months, or on account of a Tenant Delay), Tenant shall be entitled, as its sole and exclusive remedy, to a rent credit equal to one day’s Base Rent (net of Operating Expenses) for each day that the Commencement Date is delayed beyond such forty five (45) day period after the Estimated Delivery Date.

      (b) In the event that the Commencement Date has not occurred by the date which is one hundred eighty (180) days after the Estimated Delivery Date (other than on account of a Tenant Delay or on account of a Force Majeure, not to exceed six (6) months), then Tenant shall thereafter have the right to terminate this Lease by delivering fifteen (15) days’ written notice thereof to Landlord at any time prior to the Commencement Date; provided, however, that if the Commencement Date shall occur within fifteen (15) days after Landlord’s receipt of Tenant’s termination notice, then Tenant’s termination notice shall be null and void and this Lease shall remain in full force and effect.

7

5. RENT.

      (a) During the Term, Tenant shall pay to Landlord the Annual Base Rent in the amounts set forth in Section 1 (Fundamental Lease Provisions) above. Such Annual Base Rent shall be payable in equal monthly installments in advance on the first day of each calendar month, by wire transfer of immediately available federal funds to the following account: PNC Bank, N.A., ABA # 043000096, Account # 1022337346, for credit to the account of 240 Princeton TCI Assoc. c/o Midland Loan Service. The place and method of payment of Rent, and each component thereof, may be changed as Landlord may, from time to time, designate by written notice to Tenant, and all Rent shall be payable to Landlord without demand and without deduction, set-off or counterclaim (except to the extent demand or notice shall be expressly provided for in this Lease).

      (b) The term “ Rent ” as used in this Lease shall mean the Annual Base Rent, Tenant’s Operating Payments (as hereinafter defined), Tenant’s Tax Payments (as hereinafter defined), payment for utilities and all other additional rent or other sums payable by Tenant to Landlord under this Lease. All Rent other than the Annual Base Rent is referred to herein as “ Additional Rent ,” and may be paid in either the same manner as the Annual Base Rent or by check delivered to the Rent Payment Address as defined in Section 1(q), above.

      (c) Tenant shall pay, on the Effective Date of this Lease, the first full monthly installment of Rent as set forth in Section 1(f), which amount shall be applied against the monthly installment of Annual Base Rent for the calendar month immediately following the calendar month in which the Commencement Date occurs. If the Term begins on a day other than the first day of a calendar month, Rent from such day until the first day of the following calendar month shall be prorated on a per diem basis for each day of such partial month.

      (d) Tenant’s covenant to pay Rent, and each component thereof, is independent of every other covenant contained in this Lease.

      (e) If Landlord, at any time or times, shall accept said Rent due to it hereunder after the same shall become due and payable, such acceptance shall not excuse delay upon subsequent occasions, or constitute or be construed as, a waiver of any of Landlord’s rights hereunder.

8

6. SECURITY DEPOSIT.

      (a) As additional security for the full and prompt performance by Tenant of the terms and covenants of this Lease, Tenant shall deposit, on the Effective Date of this Lease , with Landlord the Security Deposit, which shall not constitute Rent for any month (unless so applied by Landlord on account of Tenant’s Default) or a measure of Tenant’s liability for damages. Upon a Default by Tenant hereunder, Landlord shall have the right, without prejudice to any other remedy, to apply so much of the Security Deposit as is necessary to cure such Default or pay any expenses (including, without limitation, reasonable attorney’s fees) incurred as a result of such Default. Tenant shall, upon demand, restore any portion of said Security Deposit applied by Landlord to the cure of any Default by Tenant hereunder. Landlord shall have the right to commingle the Security Deposit with the other account(s) of Landlord without any requirement to place same in a segregated account or to pay any interest thereon. To the extent that Landlord has not applied said sum on account of a Default, the Security Deposit shall be returned (without interest) to Tenant within thirty (30) days following the latest to occur of: (a) the Expiration Date, (b) the payment by Tenant of Tenant’s Share of Operating Expenses for the final year of the Term and any other arrearages of Rent (including Additional Rent) then due, and (c) the date that Tenant surrenders possession of the Demised Premises in accordance with the terms of this Lease.

      (b) Notwithstanding the foregoing subsection (a), at Tenant’s option, Tenant may replace the Security Deposit with an unconditional letter of credit (the “ Letter of Credit ”) in the amount set forth in Section 1(r) (Fundamental Lease Provisions). Upon receipt of the Letter of Credit as set forth above, Landlord shall return any funds held by Landlord as the Security Deposit which are being replaced by the Letter of Credit. If Tenant elects to deliver the Letter of Credit, the Letter of Credit shall be in a form and substance reasonably satisfactory to Landlord, naming Landlord as beneficiary. The Letter of Credit and any renewal Letter of Credit shall be drawn on a bank or trust company satisfactory to Landlord. Upon a Default by Tenant hereunder including but not limited to the failure to timely provide a renewal Letter of Credit to Landlord as provided below, Landlord shall have the right to present the Letter of Credit for payment and use, apply or retain the whole or any part of the proceeds thereof, to cure such Default or pay any expenses (including, without limitation, reasonable attorney’s fees) incurred as a result of such Default. If Landlord shall so use, apply or retain the whole or any part of the proceeds of the Letter of Credit, Tenant shall upon demand by Landlord immediately deposit with Landlord a sum of cash equal to the amount used, applied or retained, as security as aforesaid or a letter of credit (in the form as set forth herein) in said amount, failing which Landlord shall have the same rights and remedies as under this Lease for nonpayment of Rent. To the extent that Landlord has not used, applied or retained the whole or any part of the proceeds of the Letter of Credit, the Letter of Credit, or so much of the proceeds thereof as shall remain after any application pursuant to the terms of this Lease, shall be returned to Tenant within sixty (60) days following the Expiration Date. Tenant agrees to cause the bank to automatically renew the Letter of Credit, in the same form from time to time during the Term, at least thirty (30) days prior to the expiration of the Letter of Credit or any renewal thereof so that a Letter of Credit issued by the bank to Landlord shall be in force and effect throughout the Term. In the event of any sale, transfer or leasing of Landlord’s interest in the Building, Landlord shall have the right to automatically transfer either the Letter of Credit or any sums collected thereunder without the bank’s consent, together with any other unapplied sums held by Landlord as security and the interest thereon, if any, to which Tenant is entitled, to the vendee, transferee or lessee, and upon giving notice to Tenant of such fact and the name and address of the transferee, Landlord shall thereupon be released by Tenant from all liability for the return or payment thereof, and Tenant shall look solely to the new owner for the return or payment of same.

      (c) Provided Tenant is not then in default and no prior Event of Default shall have occurred, then the Security Deposit shall be reduced to (i) fifty thousand ($50,000.00) Dollars on the second (2 ^nd ) anniversary of the Commencement Date, (ii) forty thousand ($40,000.00) Dollars on the third (3 ^rd ) anniversary of the Commencement Date, and (iii) the equivalent of two (2) months of Annual Base Rent on the fourth (4 ^th ) anniversary of the Commencement Date and thereafter. Should an Event of Default occur subsequent to any reduction, then the Security Deposit shall be as set forth in 1(r) along with such other and additional security as may otherwise expressly be set forth in this Lease, if any, for the remainder of the Term or any Renewal Term hereof.

9

7. PAYMENT OF OPERATING EXPENSES.

      (a) For the purposes of this Lease, the following definitions shall apply:

           “ Operating Year ” shall mean any calendar year, the whole or any portion of which is included within the Term.

           “ Base Operating Year ” shall mean the Operating Year commencing on January 1, 2008, and ending December 31, 2008.

           “ Base Operating Amount ” shall mean the Operating Expenses for the Base Operating Year.

           “ Operating Expenses ”, for any Operating Year, shall be determined in accordance with the provisions of the following paragraphs (b) through (d), sequentially applied:

           “ Real Property ” shall mean, collectively, the Building, and all improvements, fixtures, facilities, machinery and equipment comprising a part of, or located in or used in the operation of, the Building, (including, without limitation, all improvements and betterments of Tenant’s), as well as all personal property located in the Building which is used in the operation thereof, the land on which the Building is located (the “Land”), the curbs, sidewalks and plazas immediately adjoining such Land, and all easements, air rights, development rights and other appurtenances to the Building and/or such Land.

      (b) “Operating Expenses” shall mean all expenses actually and reasonably paid or incurred by, or on behalf of, Landlord in respect of the operation, management, maintenance and/or repair of the Real Property, including, without limitation: (1) salaries, wages and fringe benefits of employees and contractors engaged in such operation, management, maintenance and/or repair; (2) payroll taxes, worker’s compensation, uniforms and related expenses for such employees; (3) the cost of fuel, gas, steam, electricity, heat, ventilation, air-conditioning and chilled or condenser water, water, sewer and other utilities, together with any taxes and surcharges on, and fees paid in connection with the calculation and billing of, such utilities; (4) the cost of painting and/or decorating all areas of the Real Property (excluding, however, any leasable areas of the Building); (5) the cost of casualty, liability, fidelity, rent and all other insurance regarding the Real Property and/or any property thereon (together with amounts paid or incurred on account of any commercially reasonable deductible therein); (6) the cost of all supplies, tools, materials and equipment, whether by purchase or rental, used in the operation, management, maintenance and/or repair of the Real Property; (7) the fair rental value of any Building office or other space in the Building used in connection with the operation, management, maintenance and/or repair of the Real Property, and all office expenses (e.g., telephone, utility, stationery) incurred in connection therewith;

10

(8) the cost of security services, and cleaning and janitorial services, including, without limitation, glass cleaning, snow and ice removal and garbage and waste collection and/or disposal; (9) the cost of all interior and exterior landscaping located at or within the Real Property; (10) the cost of alterations and/or repairs made in or to the Real Property, however the cost of alterations or repairs necessitated to come into compliance with laws, rules, regulations, ordinances, etc., coming into effect after the date of this Lease shall be amortized over the useful life of such alterations and or repairs; (11) management fees (or, if Landlord self-manages, or has an affiliate of Landlord manage, the Real Property, an amount in lieu thereof equal to 5% of the gross receipts for the Real Property); (12) all reasonable costs and expenses of legal, bookkeeping, accounting and other professional services; (13) the fair rental value of the area occupied by Building’s cafeteria and the cost of subsidizing any similar specialty service provided for tenants and occupants of the Building generally; and (14) all other fees, costs, charges and expenses properly allocable to the operation, management, maintenance and/or repair of the Real Property.

      (c) “Operating Expenses” shall not, however, include the following items: (1) depreciation of the Building; (2) interest on, and amortization of, Mortgages (as hereinafter defined) and other debts; (3) architects’ and attorneys’ fees and disbursements, and any and all other costs, fees and expenses, incurred in leasing, renovating, or otherwise improving leased or vacant space in the Building for the occupants or prospective occupants, or in procuring new occupants; (4) brokerage commissions; (5) financing or refinancing costs; (6) the cost of any electricity consumed in the Premises or any other leasable area of the Building; (7) Taxes; (8) ground rent paid by Landlord to any Underlying Lessor (as hereinafter defined); (9) costs incurred in connection with the sale or transfer of Landlord’s interest; (10) costs and expenses incurred in connection with the enforcement of leases or other agreements in the Building; (11) any bad debt loss, rent loss or reserves for bad debts or rent loss; (12) fines, penalties and interest, and any costs, fees and expenses attributable to a violation by Landlord; (13) any amounts for which Landlord is reimbursed by insurance; (14) costs separately billed to other tenants or occupants in the Building (other than as Operating Expenses); (15) Landlord’s general corporate overhead and general administrative expenses; (16) any profits received by Landlord because the aggregate proportionate shares of Operating Expenses of all tenants in the Building exceed a number greater than one hundred percent (100%); (17) premiums on environmental insurance (which shall be a separate item of Additional Rent as hereinafter provided); (18) charitable or political donations and contributions; (19) salaries and benefits of personnel above manager level, and (20) expenditures for capital improvements and all other costs which should be capitalized in accordance with generally accepted accounting practices consistently applied, other than (i) those which under generally applied accounting practices consistently applied are expenses or regarded as deferred expenses or are made by reason of all applicable laws, statutes and ordinances (including codes, approvals, permits and zoning regulations and ordinances) and the orders, rules, regulations, interpretations, directives and requirements of all federal, state, county, city and borough departments, bureaus, boards, agencies, offices, commissions and other subdivisions thereof, or of any official thereof, or of any other governmental, public or quasi-public authority, whether now or hereafter enforced (“ Legal Requirements ”) or all orders, rules, regulations, requirements, policies or recommendations of any board of fire underwriters, fire rating organization, insurance rating organization or any other body exercising the same or similar functions to the foregoing which have jurisdiction over, or otherwise make rates or findings in respect of, all or any part of the Real Property (“ Insurance Requirements ”). enacted or adopted after the date hereof, in any of which cases the cost thereof shall be included

11

in Operating Expenses for the calendar year in which the costs are incurred and subsequent calendar years, on a straight-line basis, to the extent that such items are amortized over an appropriate period in accordance with generally accepted accounting practices consistently applied, (ii) the cost of any item of capital equipment purchased by Landlord or any capital expenditure made by Landlord which has the effect of reducing the expenses which would otherwise be included in Operating Expenses, in any of which cases the cost of such capital equipment or capital expenditure shall be included in Operating Expenses for the calendar year in which the costs are incurred and subsequent calendar years, on a straight-line basis, to the extent that such items are amortized over such period of time as such savings or reductions in Operating Expenses are expected to equal Landlord’s costs for such capital equipment or capital expenditure, determined in accordance with generally accepted accounting practices consistently applied, and (iii) if Landlord shall lease any items of capital equipment designed to result in savings or reductions in expenses which would otherwise be included in Operating Expenses, then the rentals and other costs paid pursuant to such leasing will be included in Operating Expenses for the calendar year in which such rentals or other costs were incurred.

      (d) If during any relevant period (i) any rentable space in the Building shall be vacant or unoccupied, and/or (ii) the tenant or occupant of any space in the Building undertook to perform work or services therein in lieu of having Landlord perform the same and the cost thereof, if the same were performed by Landlord, would have been included in Operating Expenses, then, in any such event(s), the Operating Expenses for such period shall be adjusted to reflect the Operating Expenses that would have been incurred if such space had been occupied or if Landlord had performed such work or services, as the case may be. In addition, if more than one (1) office building exists on the Real Property during any Operating Year, Operating Expenses for such Operating Year shall be allocated between or among such buildings in a manner reasonably determined by Landlord and consistently applied.

      (e) For each Operating Year subsequent to the Base Operating Year, Tenant, as hereinafter provided, shall pay to Landlord an amount (the “ Operating Payment ”) equal to Tenant’s Share of the amount by which the Operating Expenses for such Operating Year exceed the Base Operating Amount. In respect of any such Operating Year that is partly within and partly without the Term, the Operating Payment shall be prorated to correspond to that portion of such Operating Year occurring within the Term. Landlord, prior to the commencement of, or during, any Operating Year, may furnish to Tenant a written statement setting forth Landlord’s reasonable estimate of the Operating Payment for such Operating Year (such estimate, as the same may be revised as hereinafter provided, the “ Estimated Operating Payment ”). Tenant shall pay to Landlord on the first day of each month during any Operating Year, an amount equal to one-twelfth (1/12th) of the Estimated Operating Payment for such Operating Year. If, however, Landlord, for any Operating Year, shall not furnish such a written statement or only furnish the same after the commencement of such Operating Year, then (i) until the first day of the month following the month in which such written statement is furnished, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Section for the last month of the preceding Operating Year, (ii) after such written statement is furnished, Landlord shall give a notice to Tenant indicating whether the installments of the Operating Payment previously made for such Operating Year were greater or less than the installments of the Operating Payment which would have theretofore been made had such written statement been furnished prior to the commencement of such Operating Year,

12

and, within thirty (30) days of such notice, either Tenant shall pay to Landlord the deficiency indicated thereby or Landlord shall refund to Tenant the overpayment indicated thereby (which obligations of Landlord and Tenant shall survive the expiration of this Lease), and (iii) on the first day of the month following the month in which such written statement is furnished, and on the first day of each month thereafter throughout the remainder of such Operating Year, Tenant shall pay to Landlord an amount equal to one-twelfth (1/12th) of the Estimated Operating Payment set forth on such written statement. Landlord may, during any Operating Year, furnish to Tenant a written statement revising the Estimated Operating Payment for such Operating Year, and in each such case, the Estimated Operating Payment for such Operating Year shall be adjusted, and amounts paid or refunded, as the case may be, in substantially the same manner set forth in the immediately preceding sentence. Landlord, not later than two hundred seventy (270) days after the end of each Operating Year for which an Operating Payment is due, shall furnish to Tenant a written statement (herein called an “ Operating Statement ”) setting forth the Operating Payment for such Operating Year. If, for any such Operating Year, the Operating Statement shall show that the sums paid by Tenant as provided above, exceeded the Operating Payment for such Operating Year (such excess, for any Operating Year, being herein called the “ Operating Overpayment ”), then Landlord, within thirty (30) days after delivery of such Operating Statement, shall, at Landlord’s option, either credit the amount of such Operating Overpayment against future Operating Payments becoming due, or refund to Tenant the amount of such Operating Overpayment. If the Operating Statement for such Operating Year shall show that the sums paid by Tenant as provided above were less than the Operating Payment for such Operating Year (such deficiency, for any Operating Year, being herein called the “ Operating Deficiency ”), Tenant shall pay the amount of such Operating Deficiency within twenty (20) days after Tenant’s receipt of the Operating Statement. Landlord’s failure to render, or delay in rendering, an Operating Statement with respect to any Operating Year shall not prejudice Landlord’s right to thereafter render a Operating Statement for such Operating Year or any other Operating Year, nor shall the rendering of a Operating Statement (or a revised or corrected Operating Statement) for any Operating Year prejudice Landlord’s right to thereafter render one or more revised or corrected Operating Statements for such Operating Year. Notwithstanding anything herein contained to the contrary, Tenant shall not be liable for any Operating Statement or corrected Operating Statement (except corrected Operating Statements arising out of corrected invoices or statements from a governmental entity) issued more than two (2) years after the last day of the Operating Year to which it relates.

      (f) Each Operating Statement shall be conclusive and binding upon Tenant as of the date that is thirty (30) days after the delivery thereof (herein called the “ Operating Statement Dispute Deadline ”), except to the extent that, prior thereto, Tenant shall have, in good faith, disputed items or matters set forth on such Operating Statement by written notice to Landlord, which notice shall set forth, in reasonable detail, the disputed items or matters and clearly state the reasons that Tenant disputes the same. If Tenant shall dispute in writing any specific item or items in Landlord’s Operating Statement, and such dispute is not resolved within ninety (90) days after Tenant’s delivery of written notice to Landlord of such disputed item or items, either party may, during the thirty (30) days next following the expiration of such ninety (90) day period, refer such disputed item or items to an independent certified public accountant mutually acceptable to Landlord and Tenant (and if such accountant is selected by Tenant, such accountant shall not be entitled to charge a contingent fee or a “success” fee for its services rendered) (herein called the “ Accountant ”), for a determination of such disputed item or items (herein called a “ Determination ”).

13

Such Determination shall be completed and the results thereof delivered to Landlord and Tenant by the expiration of one hundred twenty (120) days after the Operating Statement Dispute Deadline (herein called the “ Determination Deadline ”). If such Determination is so completed and the results thereof delivered to Landlord and Tenant by the Determination Deadline, such Determination shall be final, conclusive and binding upon Landlord and Tenant. If Tenant does not dispute in writing any specific item or items in Landlord’s Operating Statement by the Operating Statement Dispute Deadline for such Operating Statement or if Tenant is in default under this Lease at the time of such dispute, the Operating Statement in question shall be conclusive and binding upon Tenant. Prior to performing services hereunder, the Accountant shall agree in writing that the results of its investigation and review of the dispute shall remain confidential (except that the same may be disclosed to Landlord, Tenant, their respective attorneys and accountants, and parties to whom disclosure is required due to applicable Legal Requirements and Insurance Requirements), and that the Accountant shall not solicit other tenants in the Building for the purpose of disputing Operating Statement items. Landlord shall provide (i) Tenant, during the period prior to the Operating Statement Dispute Deadline, and (ii) the Accountant, following referral of a disputed item to the Accountant as provided above, with reasonable access to or with copies of all records and information reasonably requested by Tenant or the Accountant, as the case may be, and, in the case of the Accountant, reasonably necessary for the Determination. The party referring such disputed item to the Accountant for determination in accordance with this Section shall pay all the costs of the Accountant involved in such Determination. If it shall be so determined that any portion of the amount set forth in the Operating Statement in question that was charged to and paid by Tenant was not properly chargeable to Tenant, then Landlord shall credit to Tenant the amount of such improper charge against the next installment or installments of Rent accruing under the Lease (or, if at the end of the Term, Landlord shall refund such amount to Tenant).

7A. TAX PAYMENTS.

      (a) For the purposes of this Lease, the following definitions shall apply:

           “ Tax Year ” shall mean each calendar year the whole or any portion of which is within the Term. If a fiscal period fixed for any component of Taxes by any governmental authority is a period other than a Tax Year, then such component of Taxes shall be averaged over the number of calendar months in such fiscal period and each such monthly portion shall be included in Taxes for the Tax Year in which such calendar month occurs.

           “ Base Tax Year ” shall mean Tax Year commencing on January 1, 2008, and ending December 31, 2008.

           “ Base Tax Amount ” shall mean the Taxes for the Base Tax Year.

           “ Tenant’s Share ” shall mean 2.06%.

14

           “ Taxes ”, for any Tax Year, shall mean (A) all real estate taxes, water and sewer rents or charges, school taxes, assessments and special assessments levied, assessed or imposed upon or with respect to the Real Property by any governmental authority, and (B) any actual out-of-pocket expenses reasonably incurred by Landlord in contesting such taxes, charges or assessments and/or the assessed value of the Real Property, which expenses shall be allocated to the Tax Year to which such expenses relate. Taxes shall also include all taxes assessed or imposed upon Landlord with respect to the rents received from the Real Property (but not any general income taxes, gross receipts taxes or corporate franchise taxes), and all payments in lieu of taxes required to be made by Landlord pursuant to any agreement therefor between Landlord (or any predecessor of Landlord) and the municipality in which the Real Property is located (a “ PILOT Agreement ”) (including but not limited to that certain Financial Agreement dated December 22, 2004, between 240 Princeton Avenue Urban Renewal, L.L.C., and the Township of Hamilton, as the same may be amended from time to time). Except for amounts paid under any PILOT Agreement, Taxes shall be determined based upon a 95% fully assessed and completed Building, without exemptions or abatements applicable thereto. If, at any time during the Term, the methods of taxation prevailing on the date hereof shall be altered so that in lieu of, or as an addition to or as a substitute for, the whole or any part of the taxes, charges or assessments now levied, assessed or imposed, there shall be levied, assessed or imposed a new tax, assessment, levy, imposition, license fee or charge wholly or partially as a capital levy or otherwise on the Real Property or the rents received from the Real Property, then such additional or substitute tax, assessment, levy, imposition, fee or charge shall be included within “Taxes” for purposes hereof. If more than one (1) office building exists on the Real Property during any Tax Year, the Taxes for such Tax Year shall be allocated between or among such buildings in a manner reasonably determined by Landlord and consistently applied. Finally, “Taxes” shall also include any payments in lieu of “Taxes” payable in connection with any tax exemption obtained from any Governmental Authority with respect to the Real Property.

      (b) If Taxes for any Tax Year subsequent to the Base Tax Year shall exceed the Base Tax Amount, Tenant, as hereinafter provided, shall pay to Landlord an amount (herein called the “ Tax Payment ”) equal to Tenant’s Share of the amount by which the Taxes for such Tax Year are greater than the Base Tax Amount. In respect of any such Tax Year which begins prior to the Commencement Date or ends after the Expiration Date, the Tax Payment shall be prorated to correspond to that portion of such Tax Year occurring within the Term. Landlord, at anytime prior to, during, or after the end of, any Tax Year, may deliver to Tenant a statement for the Tax Payment for such Tax Year (each such statement being herein called a “ Tax Statement ”). Tenant shall pay to Landlord on the first day of each month during any Tax Year an amount equal to one-twelfth (1/12th) of the Tax Payment for such Tax Year. If, at any time after the delivery of any Tax Statement for any Tax Year, it is determined for any reason (including any reduction in Taxes comprising the Base Tax Amount) that the Tax Payment for such Tax Year is greater than the amount set forth on such Tax Statement, then Landlord may furnish to Tenant a revised or corrected Tax Statement for such Tax Year, and, in any such case, Tenant shall pay to Landlord the additional amount indicated by the revised or corrected Tax Statement within thirty (30) days after Tenant’s receipt thereof. Landlord’s failure to render, or delay in rendering, a Tax Statement, or a revised or corrected Tax Statement, for any Tax Year shall not prejudice Landlord’s right to thereafter render a Tax Statement, or a revised or corrected Tax Statement, for such Tax Year or any other Tax Year, nor shall the rendering of a revised or corrected Tax Statement for any Tax Year prejudice Landlord’s right to thereafter render a further revised or corrected Tax Statement for such Tax Year. Only Landlord shall be eligible to institute tax reduction or other proceedings to challenge Taxes or to reduce the assessed valuation of the Real Property. Tenant hereby waives any right Tenant may now or in the future have to institute any such proceedings or otherwise challenge Taxes. Nothing contained in this Lease shall obligate Landlord to bring any application or proceeding seeking a reduction in Taxes or assessed valuation. If the Taxes payable for the Base Tax Year or any other Tax Year are later reduced by final determination of legal proceedings, settlement, or otherwise, such reduced amount as finally determined shall become the Base Tax Amount (in the event of a reduction applicable to the Base Tax Year) or the Taxes for the Tax Year in question (in the event of a reduction applicable to a Tax Year other than the Base Tax Year) for purposes of this Lease and such reduced amount shall be used to determine the Tax Payment payable by Tenant applicable to any Tax Year affected by such reduction, and all Tax Payments theretofore paid or payable under this Lease shall be recomputed on the basis of such reduction, and, if applicable, Tenant shall pay to Landlord as Additional Rent, within thirty (30) days after being billed therefor, any deficiency between the amount of such payments computed prior to the reduction and the amount thereof due as a result of such recomputation.

15

8. UTILITIES FURNISHED TO DEMISED PREMISES.

      (a) Electricity . Landlord, subject to and in accordance with the provisions of this Section, shall furnish electricity to Tenant for use in the Premises:

           (i) Landlord, at Tenant’s expense, shall furnish, install and maintain one or more electrical submeters to measure Tenant’s demand and consumption with respect to the electricity furnished by Landlord (such submeter(s) being herein called “ Tenant’s Submeter ”). Tenant, throughout the Term, shall pay Landlord for such electricity as measured by Tenant’s Submeter at the rates set forth in, and otherwise pursuant to the provisions of, this Section. Tenant, for any billing period, shall pay Landlord an amount determined by applying (x) Tenant’s electrical demand (measured in KWs) and consumption (measured in KWHRs) for such period, as measured by Tenant’s Submeter, to (y) the rate schedule (inclusive of all taxes, surcharges and other charges payable thereunder or in connection therewith) of the utility company serving the Building (herein called the “Utility Company”) which is charged to Landlord for such period. Tenant shall pay the amount due for any billing period within thirty (30) days after being billed therefor, which bills Landlord may render from time to time (but no more frequently than monthly). Tenant shall also pay to Landlord an amount equal to the actual out-of-pocket costs reasonably incurred by Landlord to a meter company or otherwise in respect of having Tenant’s Submeter read and having bills prepared and delivered based upon such readings. Landlord shall not be required to furnish, and Tenant shall not install a connected load (including all of Tenant’s equipment and systems, but excluding the Building Systems other than HVAC) or otherwise draw, in excess of six (6) watts per usable square foot of Premises. If any tax is imposed upon Landlord’s receipts from the sale or resale of electric energy to Tenant (directly or indirectly through a general tax on such receipts) by any federal, state or municipal authority, then Tenant shall pay, or reimburse Landlord, such taxes (or its share thereof) in addition to the submetered charges.

           (ii) Tenant will at all times comply with all rules and regulations of the utility company serving the Building, to the extent the same are applicable to its use of electric energy in the Premises. Tenant’s use of electric energy shall never exceed the capacity of the then existing feeders, risers or wiring installations serving the Premises. Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur if (x) the supply of electric energy to the Premises is temporarily interrupted, or (y) the quantity or character of electric service is changed or is no longer available or suitable for Tenant’s requirements, except to the extent resulting from the willful misconduct or negligence of Landlord. Tenant, at its option, may request Landlord to furnish and install all replacement lighting, tubes, lamps, bulbs and ballasts required in the Premises; and in such event, Tenant shall pay to Landlord or its designated contractor, within thirty (30) days after demand therefor, the then established Building-wide charges therefor of Landlord or its designated contractor, as the case may be.

16

      (b) Tenant shall pay, as Additional Rent, for all utilities (including, without limitation, telephone, cable, condenser water and heat, ventilation and air-conditioning (“HVAC”) service) that are furnished to or consumed within the Premises. HVAC equipment servicing the Premises shall be connected, and be measured by, Tenant’s submeter. If a submeter or direct meter (including Tenant’s submeter) is installed for any particular utility, Tenant shall pay for its use and consumption of such utility based on its actual meter usage. Tenant shall pay all utility bills when due to the billing authority or if Tenant is paying to the Landlord, within ten (10) days after receipt by Tenant of the applicable utility bill from Landlord. Landlord shall have the right, to be exercised by written notice to Tenant, to the extent that the same may be lawfully done, to direct Tenant to contract directly with the utility provider supplying electricity, telephone, cable, gas and other utilities, if any, to the Building, in which event Tenant shall pay all charges therefor directly to the utility provider. Landlord shall have the right of access to the Premises from time to time with reasonable prior written notice to Tenant (except in the event of an emergency when no such notice shall be required) to install or remove utility facilities.

9. SERVICES.

      (a) Subject to payment by Tenant of Operating Expenses and the charges for utilities as provided in Sections 7 and 8 above, Landlord shall provide or cause to be provided the following services throughout the Term:

           (i) Provide water for drinking, lavatory and toilet purposes on the floor(s) on which the Demised Premises are located;

           (ii) Furnish heat, ventilation and air-conditioning (“ HVAC Service ”) to the Demised Premises for ordinary office purposes on a 24/7 basis;

           (iii) Furnish electricity to the Demised Premises for ordinary office purposes. Tenant’s use of electrical service shall not exceed, either in voltage, rated capacity or overall load, that which Landlord determines is standard for office use at the Building.

           (iv) Provide bonded janitorial services in accordance with Landlord’s building standard janitorial specifications as set forth on Exhibit “D” attached hereto. Any and all additional or specialized janitorial service desired by Tenant shall be contracted for by Tenant directly with a vendor approved by Landlord (such approval not to be unreasonably withheld), and the cost and payment thereof shall be the sole responsibility of Tenant; and

           (v) Provide access to the Building and the Demised Premises twenty-four hours per day, seven days per week, subject to reasonable security measures as may be implemented by Landlord.

17

      (b) If Tenant requests permission to consume excess or supplemental electrical service, HVAC Service or other utility services, Landlord may withhold its consent or condition its consent upon conditions that Landlord reasonably determines, and in the event such consent is granted, all costs for such additional service, including, without limitation, required changes, replacements or additions to the existing facilities servicing the Demised Premises, shall be paid for by Tenant at Tenant’s sole cost and expense. Without limiting the foregoing, if Tenant’s usage of electricity or other utility service is substantially in excess of that for standard office tenancies and if such utility service to the Demised Premises is not separately metered to the Demised Premises pursuant to Section 8 above, Landlord reserves the right to adjust Tenant’s pro-rata share of such charges, as referred to in Section 8(a) above, in order to equitably reflect a surcharge for such excess use.

      (c) Tenant shall directly reimburse Landlord for any supplemental services requested by Tenant and supplied by Landlord, said reimbursement to be paid within ten (10) days after Tenant’s receipt of Landlord’s invoice therefor. Notwithstanding the foregoing, Landlord shall have no obligation to provide any such supplemental services to Tenant.

      (d) It is understood that Landlord does not warrant that any of the services referred to in this Section will be free from interruption from causes beyond the reasonable control of Landlord. No interruption of service shall ever be deemed an eviction or disturbance of Tenant’s use and possession of the Demised Premises or any part thereof or render Landlord liable to Tenant for damages, permit Tenant to abate Rent or otherwise relieve Tenant from performance of Tenant’s obligations under this Lease. Notwithstanding the foregoing, if any “Essential Service” (as hereinafter defined) which Landlord is required to provide to the Demised Premises pursuant to the terms of this Section is interrupted due to the negligence of Landlord, its agents or employees (a “ Service Interruption ”) and such Service Interruption causes all or a material portion of the Demised Premises to be untenantable (the “ Affected Space ”) for a period of five (5) or more consecutive business days after written notice thereof from Tenant to Landlord (the “ Interruption Notice ”), then, provided that Tenant is neither conducting business nor operating in the Affected Space, the Annual Base Rent shall abate in the proportion that the rentable square footage of the Affected Space in which Tenant is not operating, bears to the rentable square footage of the Demised Premises, which abatement shall commence on the sixth (6th) business day following Landlord’s receipt of the Interruption Notice and expire on the earlier of Tenant’s re-occupancy of the Affected Space or the date that the Service Interruption is remedied. Notwithstanding the foregoing, in no event shall Tenant be entitled to abatement or any other remedy if the interruption of any Essential Service is caused in whole or in part by the negligence of Tenant, its agents or employees. Tenant agrees that the rental abatement described herein shall be Tenant’s sole remedy in the event of a Service Interruption and Tenant hereby waives any other rights against Landlord, at law or in equity, in connection therewith, including, without limitation, any right to terminate this Lease, to claim an actual or constructive eviction, or to bring an action for money damages. For purposes of this Section, an “ Essential Service ” shall mean the service provided by the HVAC systems, plumbing and waste disposal systems and electrical systems (to the extent supplied by Landlord) and lack of access to the Demised Premises. Nothing contained herein shall limit Tenant’s right to abatement in the case of a fire or other casualty or condemnation as provided in the “Fire or Casualty” or “Condemnation” Sections of this Lease.

18

10. CARE OF DEMISED PREMISES. Tenant agrees, on behalf of itself, its employees and agents that it shall:

      (a) Comply at all times with any and all federal, state and local statutes, regulations, ordinances, and other requirements of any governmental authorities having or claiming jurisdiction over the Building, or any portion thereof, and of the insurers insuring the Building relating to Tenant’s use or occupancy of the Demised Premises or Tenant’s alteration of the Demised Premises;

      (b) Maintain, repair and replace the interior, non-structural portions of the Demised Premises so as to keep same in safe, good order and repair, as and when needed, and replace all glass broken by Tenant, its agents, employees or invitees with glass of the same quality as that broken, except for glass broken by fire and extended coverage-type risks, and commit no waste in the Demised Premises;

      (c) Not overload, damage or deface the Demised Premises or do any act which might make void or voidable any insurance on the Demised Premises or the Building or which may render an increased or extra premium payable for insurance (and without prejudice to any right or remedy of Landlord regarding this subparagraph, Landlord shall have the right to collect from Tenant, upon demand, any such increase or extra premium);

      (d) Intentionally omitted.

      (e) Not install any equipment of any kind whatsoever which might necessitate any changes, replacements or additions to any of the heating, ventilating, air-conditioning, electric, sanitary, elevator or other systems serving the Demised Premises or any other portion of the Building, or to any of the services required of Landlord under this Lease, without the prior written approval of Landlord, which shall not be unreasonably withheld, and in the event such consent is granted, such replacements, changes or additions shall be paid for by Tenant at Tenant’s sole cost and expense. At the expiration or earlier termination of this Lease, Tenant shall pay Landlord’s cost of restoring such systems to their condition prior to such replacements, changes or additions;

      (f) Not place signs on the Demised Premises except for (i) a sign located in the lobby immediately adjacent to the Demised Premises, and entirely within the Demised Premises and which are not visible from the exterior of the Demised Premises, and (ii) signs on entrance doors to the Demised Premises; provided that in each case, the size, material, design, lettering, text and location are approved by Landlord;

      (g) Not install or authorize the installation of any coin operated vending machine, except for the dispensing of snacks, coffee, and other similar items to the employees of Tenant for consumption upon the Demised Premises; and

      (h) Observe the rules and regulations annexed hereto as Exhibit “C” as Landlord may from time to time amend the same, for the general safety, comfort and convenience of Landlord, occupants and tenants of the Building.

19

11. MECHANICS’ LIENS. In connection with Tenant performing any alterations to the Demised Premises for which a lien could be filed against the Demised Premises or the Building, Tenant shall, on a monthly basis while such alterations are being performed, provide written evidence to the satisfaction of Landlord that the costs of such alterations are being paid by Tenant on a monthly basis and shall have its contractor execute and deliver to Tenant a final release of lien with respect to the alterations completed, in form satisfactory to Landlord, and provide Landlord with an original copy thereof. Tenant shall, within thirty (30) days after notice from Landlord, or discharge, by bonding or otherwise, any mechanics’ lien for materials or labor claimed to have been furnished to the Demised Premises on Tenant’s behalf (except for work contracted for by Landlord) and shall indemnify and hold harmless Landlord from any and all claims, costs, damages, loss, liabilities and expenses (including, without limitation, reasonable attorney’s fees) incurred by Landlord in connection therewith.

12. REPAIRS AND MAINTENANCE. Landlord shall keep and maintain the Common Areas of the Building clean and in good working order, including maintaining any landscaping, removing (or causing to be removed) snow, and cleaning the Common Areas. Landlord shall further make, or cause to be made, all necessary repairs to the structure and exterior of the Building, as well as to the roof, mechanical, HVAC, electrical and plumbing systems servicing Building, provided, that Landlord shall have no obligation to make any repairs until Landlord shall have received written notice of the need for such repair. Landlord shall further make, or cause to be made, all necessary repairs to any elevators in the Building. The cost of the foregoing maintenance and repairs shall be included in Operating Expenses except to the extent expressly excluded therefrom pursuant to Section 7. Notwithstanding the foregoing, all repairs made necessary by Tenant’s specific use, occupancy or alteration of the Building, or by the negligent acts of Tenant, its agents, employees or invitees (and, without limiting the foregoing, any repairs or maintenance required to any specialized or supplemental equipment installed by or for Tenant and not of a “building standard” nature), shall be made at the sole cost and expense of Tenant to the reasonable satisfaction of Landlord.

13. SUBLETTING AND ASSIGNING.

      (a) Tenant shall not assign this Lease or sublet all or any portion of the Demised Premises, whether voluntarily or by operation of law, without first obtaining Landlord’s prior written consent thereto, not to be unreasonably withheld, conditioned or delayed. Tenant acknowledges that, without in any way limiting the foregoing, Landlord shall have the right to withhold its consent if, by way of example and not limitation, the reputation or financial responsibility of a proposed assignee or subtenant is unsatisfactory to Landlord, if such subtenant’s or assignee’s business is not for the Permitted Use or is otherwise not consonant with that of the other tenants of the Building or would significantly increase the density of personnel use, if the proposed sublease or assignment is to a tenant of the Building or to a prospect with whom Landlord is then negotiating or has recently negotiated, if the proposed sublease is advertised or otherwise publicly marketed for a rental rate less than the market rate then established by Landlord for space in the Building, or if Tenant is in Default in the payment or performance of any of its obligations hereunder. In addition, Tenant shall not mortgage, pledge or hypothecate this Lease. Any assignment, sublease, mortgage, pledge or hypothecation in violation of this Section shall be void at the option of Landlord and shall constitute an immediate Default hereunder. Tenant shall not advertise or otherwise publicly market the Premises or any portion thereof for a rental rate less than the market rate then established by Landlord for space in the Building, however, provided Tenant has complied with the foregoing, Landlord’s consent to a sublease shall not be withheld by virtue of the fact that such sublease is at a rental rate less than such market rate.

20

      (b) A transfer or sale by Tenant of 50% or more of the voting shares, partnership or membership interests, or other legal or beneficial interests in Tenant shall be deemed to be an assignment of this Lease by Tenant requiring Landlord’s prior written consent pursuant to subparagraph (a), above. Notwithstanding the foregoing, so long as Tenant is not in Default under this Lease beyond, grace, cure or notice period upon prior written notice to Landlord, Tenant shall have the right, without Landlord’s consent, to sublet all or a portion of the Demised Premises or to assign this Lease to any of the following entities (each, a “Permitted Transferee”): (i) to an entity now or hereafter affiliated with Tenant (including a subsidiary, controlling operation or other affiliate); (ii) to any entity which may result from a reorganization, merger or consolidation by or with Tenant or an affiliate of Tenant or its parent company; or (iii) to any entity to which Tenant is selling all or substantially all of its assets or stock; provided however, that, in each such case, such Permitted Transferee has a net worth (excluding intangibles) equal to or greater than the net worth (excluding intangibles) of Tenant as of the date of this Lease or as of the date of the transfer, whichever is greater.

      (c) Notwithstanding the foregoing, any such subletting or assignment (whether or not requiring Landlord’s consent) shall not in any way relieve or release Tenant from liability for the payment and performance of all obligations under this Lease (including, if applicable, obligations relating to any extension of the Term), and Tenant shall remain primarily liable to Landlord for all such obligations without release or limitation by reason of any action or inaction by Landlord (including without limitation any failure to take any action in the enforcement of this Lease against the assignee or subtenant, any release or inaction with respect to any security or collateral (including without limitation any failure to perfect any interest therein), any forbearance, any failure to provide any notice to Tenant, or any modification or amendment to this Lease). Furthermore, no assignment will be valid unless the assignee shall execute and deliver to Landlord an assumption of liability agreement in form satisfactory to Landlord, including an assumption by the assignee of all of the obligations of Tenant and the assignee’s ratification of and agreement to be bound by all the provisions of this Lease; and no subletting will be valid unless Tenant and the subtenant have executed and delivered to Landlord a sublease agreement pursuant to which such subtenant agrees that the sublease shall be subject to all of the terms and conditions of this Lease.

      (d) In the case of a sublease requiring Landlord’s consent hereunder, Tenant shall pay to Landlord, as Additional Rent hereunder, one hundred percent (100%) of all subrents or other sums or economic consideration received by Tenant (after deducting Tenant’s reasonable costs of reletting), whether denominated as rentals or otherwise, in excess of the monthly sums which Tenant is required to pay under this Lease. In the case of an assignment requiring Landlord’s consent hereunder, Tenant shall pay to Landlord, as Additional Rent hereunder, one hundred percent (100%) of all sums or economic consideration received by Tenant for the assignment (after deducting Tenant’s reasonable costs in connection with the assignment), whether denominated as rentals or otherwise.

21

      (e) When Tenant requests Landlord’s consent to an assignment or sublease, it shall notify Landlord in writing of (i) the name and address of the proposed assignee or subtenant; (ii) the nature and character of the business of the proposed assignee or subtenant; (iii) financial information including financial statements of the proposed assignee or subtenant; (iv) the rental rate and material monetary terms, such as rent concessions, work, or work allowance, at which Tenant intends to sublet any of the Demised Premises or assign this Lease, the proposed commencement date of the sublet or assignment and, in the case of a sublet, the portion of the Demised Premises sought to be sublet and the length of the sublet, and (v) a copy of the proposed sublet or assignment documentation. Tenant shall thereafter promptly provide to Landlord any and all other information and documents reasonably requested by Landlord in order to assist Landlord with its consideration of Tenant’s request hereunder.

      (f) Notwithstanding anything contained in this Article 13 or elsewhere in this Lease to the contrary, Landlord shall have ten (10) business days after receipt of the written notice furnished pursuant to subsection (e) above to elect to terminate this Lease in its entirety if the proposed transaction was an assignment or a sublease of substantially all of the Demised Premises, or to terminate this Lease only with respect to the space proposed to be sublet, if the proposed transaction was a sublease of less than substantially all of the Demised Premises, in each case by written notice to Tenant, in which event this Lease shall automatically terminate with respect to all or such portion of the Demised Premises as the case may be, on the ninetieth (90th) day following Tenant’s receipt of the such notice with the same force and effect as if the termination date had been designated as the expiration date of this Lease. In the event that Landlord elects not to terminate the Lease wholly or in part as set forth above, then the remaining provisions of this Section 13 shall be applicable.

      (g) No subletting, occupancy or collection of rent with respect to a subtenant or assignee shall be deemed the acceptance of the subtenant or occupant as tenant under this Lease unless otherwise consented to by Landlord. The consent by Landlord to an assignment or subletting where such Landlord consent is required shall not in any respect be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting.

      (h) Tenant shall pay to Landlord, promptly upon demand therefor, all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Landlord in connection with any assignment of this Lease or sublease of all or any part of the Demised Premises.

22

14. FIRE OR CASUALTY. In the event that the whole or a substantial part of the Building or the Demised Premises is damaged or destroyed by fire or other casualty, then, within forty-five (45) days after the date that Landlord receives notice of such fire or other casualty, Landlord shall provide written notice to Tenant as to whether Landlord intends to repair or rebuild and the estimated time period for the completion thereof. In the event that Landlord’s notice provides that the repairs to the Demised Premises are estimated to require more than two hundred seventy (270) days to complete, then Tenant shall have the right to terminate this Lease by providing written notice thereof to Landlord within thirty days (30) after receipt of Landlord’s notice. In the event that Landlord elects to repair or rebuild (and Tenant does not have the right to, or has elected not to, terminate this Lease in accordance with the foregoing sentence), Landlord shall thereupon cause the damage (excepting, however, Tenant’s furniture, fixtures, equipment and other personal property in, and all alterations and improvements performed by Tenant to, the Demised Premises, which shall be Tenant’s responsibility to restore) to be repaired with reasonable speed, subject to delays which may arise by reason of adjustment of loss under insurance policies and for delays beyond the reasonable control of Landlord, it being further understood that in such case this Lease shall remain in effect regardless of whether the actual time for completion of restoration shall differ from the initial estimate; provided, however, that if the actual repair time shall exceed two hundred seventy (270) days, subject to Force Majeure, then Tenant shall have the option to terminate this Lease by giving Landlord sixty (60) days’ written notice of such election, and in the event such repairs are not completed during such sixty (60) day period then this Lease shall terminate on the date set forth in Tenant’s notice as if such date were the date set forth herein for the expiration of the Term of this Lease, however if such repairs are completed within such sixty (60) day period, then Tenant’s termination notice shall be null and void and this Lease shall remain in full force and effect. (The insurance deductible shall not be included in calculating whether sufficient funds are available.) In the event the damage shall be so extensive that Landlord shall decide not to repair or rebuild, or if any mortgagee, having the right to do so, shall direct that the insurance proceeds are to be applied to reduce the mortgage debt rather than to the repair of such damage, this Lease shall, at the option of Landlord, be terminated effective as of the date of casualty. To the extent and for the time that the Demised Premises are rendered untenantable on account of fire or other casualty, the Rent shall proportionately abate.

15. EMINENT DOMAIN. If the whole or a substantial part of the Building is taken or condemned for a public or quasi-public use under any statute or by right of eminent domain by any competent authority or sold in lieu of such taking or condemnation, such that in the opinion of Landlord the Building is not economically operable as before without substantial alteration or reconstruction, this Lease shall automatically terminate on the date that the ri