SUBLEASE

Exhibit 10.19

SUBLEASE

This Sublease is made as of April 4, 2006 by and between CHARLES SCHWAB & CO., INC., a California corporation (“Sublandlord”), and HUDSON SECURITIES, INC., a Delaware corporation (“Subtenant”).

RECITALS

A. 111 PROPERTY HOLDING LIMITED LIABILITY COMPANY, as landlord (“Master Landlord”) and Sublandlord, as tenant, entered into a written lease (the “Original Master Lease”) dated as of March 13, 2002, as amended by that certain Partial Surrender and First Amendment to Lease Agreement (the “Surrender”; the Original Master Lease and the Surrender collectively, the “Master Lease”), covering premises described in the Master Lease (the “Master Premises”) in that certain building located at Newport Financial Center, 111 Pavonia Avenue, Jersey City, New Jersey (the “Building”). Capitalized terms used in this Sublease but not defined herein shall have the meanings given them in the Master Lease. A true and correct copy of the Master Lease (from which certain economic terms which do not relate to Subtenant’s obligations hereunder have been deleted) is attached hereto as Exhibit A .

B. Subtenant desires to sublet from Sublandlord a portion of the Master Premises located on the fifteenth (15 ^th ) floor of the Building, consisting of approximately 26,875 rentable square feet as shown crosshatched on Exhibit B hereto (the “Sublease Premises”) and Sublandlord desires to sublease the Sublease Premises to Subtenant on the terms, covenants and conditions contained in this Sublease.

C. By signing below, Subtenant represents and warrants to Sublandlord that Kenneth Pasternak purchased 24.24% of the beneficial interests in its parent corporation, Hudson Holding Corp. (the “Guarantor”), and Subtenant has received, or will receive prior to the date hereof, approximately $2,000,000.00 in cash or its equivalent as a result thereof.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and promises of the parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublandlord and Subtenant agree as follows:

Upon and subject to the terms, covenants and conditions hereinafter set forth, Sublandlord hereby leases to Subtenant and Subtenant hereby leases from Sublandlord the Sublease Premises.

2.1. Commencement Date . The commencement date of this Sublease (the “Commencement Date”) shall be the date on which all of the following conditions have occurred: (a) the full execution and delivery of this Sublease or a copy thereof to Sublandlord and Subtenant or their respective attorneys; (b) the Master Landlord consents in writing to this Sublease substantially in the form attached

hereto and made a part hereof as Exhibit F (“Master Landlord Consent”) (or is deemed to have consented to this Sublease as hereinafter provided) as described in Article 3 below; (c) Sublandlord delivers the Sublease Premises to Subtenant vacant (subject to the provisions of Section 10.5 hereof) and in broom-clean condition; and (d) item (i) of Sublandlord’s Work (as defined in Section 9.2 below) is substantially complete (the “Commencement Date Conditions”). Possession of the Sublease Premises shall be delivered to Subtenant upon execution of this Sublease and receipt of the executed Master Landlord’s Consent, in vacant (subject to the provisions of Section 10.5 hereof), broom-clean and “AS-IS and WITH ALL FAULTS” condition as provided in Article 9 below (subject to all of the terms and conditions set forth in this Sublease except for Subtenant’s obligation to pay Base Rent and Additional Rent) for the sole and limited purpose of allowing Subtenant to install its fixtures, furnishings, equipment and personal property in the Sublease Premises pursuant to Section 14 below, and not for the conduct of Subtenant’s business therein, provided Subtenant shall not interfere with Sublandlord’s Work during such access. The date on which the Sublease Premises is delivered to Subtenant as described above is referred to herein as the “Delivery Date.” Sublandlord and Subtenant shall enter into a Commencement Date Agreement substantially in the form of Exhibit C attached hereto confirming the Commencement Date promptly following the Commencement Date, provided that any failure of the parties to execute such written agreement shall not affect the validity of the Commencement Date as established as aforesaid.

2.2. Rent Commencement Date . Subtenant shall commence paying rent for the Sublease Premises on the Commencement Date. Provided Subtenant shall not then be in default under this Sublease beyond any applicable notice and cure period, Subtenant shall be entitled an abatement of Base Rent (as hereinafter defined) for (i) the first two (2) full calendar months occurring after the Commencement Date, and (ii) for the thirteenth (13 ^th ) through fifteenth (15 ^th ) full calendar months occurring after the Commencement Date.

2.3. Term . The term of this Sublease (the “Term”) shall commence on the Commencement Date and shall terminate on the day immediately preceding the Fixed Expiration Date of the Master Lease (the “Expiration Date”), unless sooner terminated pursuant to any provision hereof or by law.

This Sublease is not and shall not be effective unless and until Master Landlord shall have delivered to Sublandlord the Master Landlord Consent to this Sublease in accordance with the provisions of the Master Lease. If Master Landlord fails to consent to this Sublease within forty-five (45) days after the date of this Sublease, either party may terminate this Sublease by written notice to the other party and in such event neither party shall have any obligations to the other party under this Sublease. Notwithstanding the foregoing, if Sublandlord determines in its sole discretion that Master Landlord’s consent has been deemed given pursuant to the provisions of Section 12.3 of the Original Master Lease and Sublandlord so notifies Subtenant within ten (10) business days after the date Sublandlord determines such consent has been deemed to have been given, then it shall also be deemed for purposes of this Article 3 that Master Landlord has given such consent.

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4.1. During the Term, Subtenant agrees to pay Sublandlord as annual base rent (“Base Rent”) for the Sublease Premises: (i) at an annual rate of $403,125.00 for the period commencing on the Commencement Date (subject to the provisions of Section 2.2 above) through and including the last day of the month preceding the month in which the third (3 ^rd ) anniversary of the Commencement Date occurs, in equal monthly installments of $33,593.75 each, (ii) at the annual rate of $483,750.00 for the period commencing on the first day of the month in which the third (3 ^rd ) anniversary of the Commencement Date occurs through and including the last day of the month preceding the month in which the fifth (5 ^th ) anniversary of the Commencement Date occurs, in equal monthly installments of $40,312.50 each, and (iii) at the annual rate of $564,375.00 for the period commencing on the first day of the month in which the fifth (5 ^th ) anniversary of the Commencement Date occurs through and including the Expiration Date, in equal monthly installments of $47,031.25. The parties hereby stipulate that the Sublease Premises contain the rentable square feet set forth in Recital B, and such rentable square footage amount is not subject to adjustment or remeasurement by Subtenant or Sublandlord. Accordingly, there shall be no adjustment in the Base Rent or other amounts set forth in this Sublease which are determined based upon the rentable square footage of the Sublease Premises.

4.2. Each monthly installment of Base Rent shall be payable in advance on the first day of each calendar month during the Term, except that the first month’s installment shall be paid upon the execution hereof. If the Term commences or ends on a day other than the first day of a calendar month, then the rent for the month in which this Sublease commences or ends shall be prorated (and paid at the beginning of each such month) in the proportion that the number of days this Sublease is in effect during such month bears to the total number of days in such month, and such partial month’s installment shall be paid no later than the commencement of the subject month. In addition to the Base Rent, Subtenant agrees to pay as additional rent, commencing on the Commencement Date, the amount of all additional rent and other charges required to be paid by this Sublease. All Rent (which shall include Base Rent, additional rent and other charges required to be paid by this Sublease) shall be paid to Sublandlord, without prior demand and without any deduction, offset, counterclaim or abatement, in lawful money of the United States of America, at Charles Schwab & Co., Inc., 22857 Network Place, Chicago, IL 60673-1228, or to such other person or at such other place as Sublandlord may from time to time designate in writing. Subtenant’s covenant to pay rent shall be independent of every other covenant in this Sublease.

4.3. If Subtenant fails to pay when due Base Rent, additional rent or any other charges within five (5) Business Days after the same are due hereunder, the unpaid amount will bear interest from the due date until the date of actual payment at the annual rate of interest equal to the lesser of (i) twelve percent (12%) per annum or (ii) the highest interest rate permitted by law, which shall be calculated, compounded and payable monthly (provided that in no event shall the interest rate payable by Subtenant exceed the maximum interest rate permitted by law). If Subtenant fails to pay any installment of Base Rent, additional rent or other charges within five (5) Business Days after the same are due, or fails to make any other payment for which Subtenant is obligated under this Sublease, then Subtenant shall pay to Sublandlord a late charge equal to five percent (5%) of the amount so payable. Subtenant acknowledges that late payments will cause Sublandlord to incur costs not contemplated by this Sublease, the exact amount of which costs are extremely difficult and impracticable to calculate. The parties agree that the late charge described above represents a fair and reasonable estimate of the extra costs incurred by Sublandlord as a result of such late payment.

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4.4. No payment by Subtenant or receipt and acceptance by Sublandlord of a lesser amount than the Base Rent, additional rent or other charges shall be deemed to be other than part payment of the full amount then due and payable; nor shall any endorsement or statement on any check or any letter accompanying any check, payment of Rent or other payment, be deemed an accord and satisfaction; and Sublandlord may accept, but is not obligated to accept, such part payment without prejudice to Sublandlord’s right to recover the balance due and payable or to pursue any other remedy provided in this Sublease or by law. If Sublandlord shall at any time or times accept Rent after it becomes due and payable, such acceptance shall not excuse a subsequent delay or constitute a waiver of Sublandlord’s rights hereunder.

5.1. In addition to the Base Rent, Subtenant shall pay Subtenant’s Proportionate Share of the increases in Operating Costs for each Comparison Year over the Operating Costs for the calendar year ending December 31, 2006 (the “Base Operating Year”) and Subtenant’s Proportionate Share (as hereinafter defined) of the increase in Taxes for each Tax Year over the Taxes payable for the calendar year ending December 31, 2006 (the “Base Tax Year”) for the Sublease Premises. Subtenant’s Proportionate Share shall be the ratio which the rentable area of the Sublease Premises bears to the rentable area of the Master Premises, which ratio is agreed to be (i) 24.45% as of the date of this Sublease based on 26,875 rentable square feet of the Sublease Premises and 109,928 rentable square feet of the Master Premises, and (ii) 23.75% as of August 1, 2006 based on 26,875 rentable square feet of the Sublease Premises and 113,160 rentable square feet of the Master Premises. Said sums (including any estimates of such sums) shall be paid by Subtenant to Sublandlord at the times required pursuant to the terms and conditions of the Master Lease and shall be accompanied by any invoices or other backup documentation relating thereto in Sublandlord’s possession (which shall include any statement delivered by Master Landlord to Sublandlord pursuant to the Master Lease).

5.2. Commencing on the Delivery Date, Subtenant shall be responsible to pay Sublandlord, as additional rent, for electric energy furnished to the fifteenth (15 ^th ) floor of the Building (the 15 ^th Floor Premises”), in the amounts provided for in accordance with Article 13 of the Original Master Lease as incorporated herein, without mark-up by Sublandlord, and based upon readings of the existing submeter(s) for or channels to the 15 ^th Floor Premises (the “Electric Charge”) as provided in the Master Lease. However, at such time or times (the “Adjoining Premises Occupancy Date”) as the 15 ^th Floor Premises or any portion thereof other than the Sublease Premises (the “Adjoining Premises”) shall be occupied for the conduct of business by a party(ies) other than Subtenant (each such party an “Adjoining Subtenant”), then Subtenant’s Electric Charge shall be decreased as of the Adjoining Premises Occupancy Date in an amount equal to the rent inclusion amount or electric charge payable by the Adjoining Subtenant for the Adjoining Premises pursuant to the Adjoining Subtenant’s sublease (the “Adjoining Subtenant’s Electric Charge”). Upon Subtenant’s written request at any time after the Adjoining Premises Occupancy Date (but in no event more than once every two years during the Term), Sublandlord shall have a survey made by an electrical consultant, selected by Sublandlord, to determine the Adjoining Subtenant’s electrical demand load and use of electricity in the Adjoining Premises. Subtenant may otherwise request, from time to time, Sublandlord to have a survey made of the

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Adjoining Subtenant’s electrical usage, and the fees of Sublandlord’s consultant making such survey(s) at Subtenant’s request shall be paid by Subtenant. The survey so made will determine the number of kw hours and kw demand based on the electrical equipment and fixtures in the Adjoining Premises and the period of use thereof, and based thereon such consultant will determine the value of such Adjoining Subtenant’s electric energy usage by applying the demand load and kilowatt hours to the average cost per kilowatt hour paid by Sublandlord for obtaining electricity based upon the Electric Charge. In the event the foregoing surveys shall determine that there has been an increase in such Adjoining Subtenant’s Electric Charge, then effective as of the date of such change in the Adjoining Subtenant’s Electric Charge, the then current Electric Charge, as same may have been previously adjusted pursuant to the terms hereof, shall be retroactively decreased by an amount equal to such increase in the Adjoining Subtenant’s Electric Charge as determined by the electric consultant with appropriate credit allowed to Subtenant from the date of such survey determination and thereafter as part of the decreased monthly Electric Charge for electricity by reason of such survey determination. In the event the foregoing surveys shall determine that there has been a decrease in such Adjoining Subtenant’s Electric Charge, then effective as of the date of such change in the Adjoining Subtenant’s Electric Charge, the then current Electric Charge, as same may have been previously adjusted pursuant to the terms hereof, shall be retroactively increased by an amount equal to such decrease in the Adjoining Subtenant’s Electric Charge as determined by the electric consultant and Subtenant shall pay the increased amount therefor from the date of such survey determination within ten (10) days after being billed therefor and thereafter as part of the increased monthly Electric Charge for electricity by reason of such survey determination. The parties agree that the electrical consultant selected by Sublandlord shall so determine the increase or decrease in the Electric Charge hereunder. The determination thereof by such electrical consultant selected by Sublandlord shall be binding and conclusive on both parties, and the change in the Electric Charge shall be effective as of the date such consultant’s determination thereof. Any amounts payable by Subtenant hereunder shall be additional rent.

5.3. Subtenant shall be responsible to pay, commencing on the Commencement Date, for (a) Subtenant’s Proportionate Share of all other sums which Sublandlord is obligated to pay under the Master Lease (which (x) do not result from a default by Sublandlord under the Master Lease unless caused in whole or in part by the acts or omissions of Subtenant or (y) are related in whole or in part to the Sublease Premises) and (b) any additional charges and expenses imposed by Master Landlord pursuant to the terms of the Master Lease and related specifically to Subtenant’s use and occupancy of the Sublease Premises during the Term (e.g., after-hours HVAC, freight elevator, additional cleaning, excess utilities, etc.), for Access Charges for Special Services provided to the Sublease Premises as charged to Sublandlord under the Master Lease, except as otherwise provided in Section 18.2 hereof, and for Subtenant’s Parking Charges (subject to the provisions of Section 10.4 hereof), said sums shall be paid to Sublandlord at the times required pursuant to the terms and conditions of the Master Lease. Bills for such charges shall be accompanied by any invoices or other backup documentation relating thereto in Sublandlord’s possession (which shall include any statement delivered by Master Landlord to Sublandlord pursuant to the Master Lease).

5.4. All sums payable pursuant to this Article shall be considered additional rent payable under this Sublease and Sublandlord shall have all rights and remedies available hereunder for the failure to pay such additional rent.

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5.5. If an annual statement is furnished by Master Landlord to Sublandlord which shows that there has been an overpayment by Subtenant of Subtenant’s Proportionate Share of Operating Costs and/or Taxes, Sublandlord shall permit Subtenant to credit Subtenant’s portion of such refund or credit paid by Subtenant against the next subsequent rent payments due under this Sublease. After the termination of this Sublease and the payment to Sublandlord of the balance, if any, of all rent due hereunder, Sublandlord shall promptly pay to Subtenant the amount of any such refund or credit not previously applied by Subtenant.

6.1. Upon execution of this Sublease, Subtenant shall deposit with Sublandlord, subject to the provisions of Section 6.6 below, a letter of credit complying with the provisions of Section 6.2 (the “Letter of Credit”) in the face amount of $225,000.00 (the “L/C Amount”) and shall maintain such Letter of Credit as provided in Section 6.3, and, should any Letter of Credit be drawn upon, there shall have been deposited with Sublandlord from the funds of the Issuing Bank (as hereinafter defined) a cash security deposit, all as security for the faithful performance and observance by Subtenant of all of the terms, provisions and conditions of this Sublease. Subtenant agrees that, in the event that Subtenant defaults in respect of any of the terms, provisions and conditions of this Sublease (including the payment of any Rents due hereunder) beyond any applicable notice and cure period, Sublandlord may make a demand for payment under said Letter of Credit and use, apply, or retain the whole or any part of the proceeds thereof, to the extent required for the payment of any rents, or any other sum as to which Subtenant is in default, or for any sum that Sublandlord may expend or may be required to expend by reason of Subtenant’s default, in respect of any of the terms, provisions and conditions of this Sublease (including any damages or deficiency accrued before or after summary proceedings or other re-entry by Sublandlord). In the event that Sublandlord applies or retains any portion or all of such proceeds of such Letter of Credit pursuant to the terms of this Article 6, Subtenant shall within ten (10) Business Days restore the amount so applied or retained by causing the Issuing Bank to issue an amendment thereto, or if no Letter of Credit was then outstanding by causing a new Letter of Credit to be issued so that, at all times, the amount of the Letter of Credit which may drawn upon shall be the L/C Amount. The provisions of this Article shall not be a limitation on Sublandlord’s rights and remedies under this Sublease or at law or in equity. In the event that Subtenant shall fully and faithfully comply with all of the terms, provisions and conditions of this Sublease, the Letter of Credit shall be returned to Subtenant sixty (60) days after the later of the Expiration Date or delivery of possession of the entire Sublease Premises to Sublandlord in accordance with the terms of this Sublease; provided, however, that, upon written notice to Subtenant, Sublandlord may make demand for payment under said Letter of Credit in amount a sum equal to Sublandlord’s estimate of Subtenant’s share of any unbilled amount of additional rent. Subtenant waives the provisions of any law now in force or that become in force after the date of execution of this Sublease that provide that Sublandlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Subtenant, or to clean the Sublease Premises. Sublandlord and Subtenant agree that, in the event of a default by Subtenant under this Sublease (of which default Subtenant has received notice), Sublandlord may, in addition, make demand for those sums reasonably necessary to compensate Sublandlord for any other foreseeable or unforeseeable loss or damage caused by the act or omission of Subtenant or Subtenant’s officers, agents, employees, independent contractors, sublessees or invitees.

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6.2. Subtenant shall deliver to Sublandlord and continuously maintain in full force and effect until a date no earlier than sixty (60) days after the Expiration Date, a clean, irrevocable Letter of Credit issued by any commercial bank acceptable to Sublandlord with offices for banking purposes in the City of New York or, if it is the normal and ordinary practice of such commercial bank, for presentation of letters of credit by a nationally recognized overnight delivery service (e.g. Federal Express) to another office of such commercial bank located within the continental United States (hereinafter referred to as the “Issuing Bank”) which Letter of Credit shall (i) name Sublandlord as beneficiary thereof, (ii) have a term of not less than one (1) year, (iii) be in the amount of the L/C Amount, and (iv) otherwise be in form and content reasonably satisfactory to Sublandlord. Sublandlord agrees that a Letter of Credit in the form of Exhibit E hereto shall be satisfactory. The Letter of Credit shall, in any event, provide that:

(a) The Issuing Bank shall pay to Sublandlord an amount up to the face amount of the Letter of Credit upon presentation of only a demand for payment in the amount to be drawn;

(b) The Letter of Credit shall be deemed to be automatically renewed, without amendment, for consecutive periods of one year each and shall have a final expiry date of not earlier than sixty (60) days after the Expiration Date, unless the Issuing Bank sends written notice (hereinafter called the “Non-Renewal Notice”) to Sublandlord both by Federal Express or similar courier acceptable to Sublandlord and by certified or registered mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit, that it elects not to have such Letter of Credit renewed;

(c) Sublandlord, after receipt of the Non-Renewal Notice, or within forty-five (45) days prior to the expiration date of any Letter of Credit then held by Sublandlord, shall have the right, exercisable by a demand for payment draft only, to draw upon the Letter of Credit and receive the proceeds thereof (which shall be held by Sublandlord as a cash deposit pursuant to the terms of this Article 6 pending the replacement of such Letter of Credit or applied as permitted by the terms of this Article 6); and

(d) Upon Sublandlord’s assignment or other transfer of the Master Lease or a leasing of the entire Master Premises, the Letter of Credit shall be transferable by Sublandlord as provided in Section 6.4.

If the Letter of Credit held by Sublandlord shall for any reason not have been so renewed within forty-five (45) days of its then expiration date, Subtenant agrees that (a) it shall, no later than thirty (30) days prior to the then expiration date, replace such expiring Letter of Credit with a Letter of Credit as required by the terms of this Article 6 and Sublandlord agrees that, simultaneously with the delivery of such replacement Letter of Credit, it will return to the Issuing Bank the Letter of Credit being replaced, and (b) in addition to any other right or remedy of Sublandlord under this Sublease, at any time prior to such replacement of such expiring Letter of Credit, Sublandlord may draw upon the Letter of Credit as provided in clause (c) above (and the proceeds thereof shall be held by Sublandlord as a cash deposit pursuant to the terms of this Article 6 pending the replacement of such Letter of Credit or applied as permitted by the terms of this Article 6).

6.3. If Sublandlord draws upon the Letter of Credit, Sublandlord shall deposit the proceeds thereof into a bank or savings and loan association to be selected, from time to time, by Sublandlord in its sole discretion, which account need not be separate from and may be commingled with Sublandlord’s

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funds. Sublandlord agrees to hold the said security in such an account, subject, however, to the terms of Section 6.1, with respect to the application of such security in the event of Subtenant’s default hereunder beyond any applicable notice and cure period and subject to Subtenant’s obligation and agreement to replace the Letter of Credit so drawn upon with another Letter of Credit as required by the terms of this Article 6, whereupon Sublandlord shall return such cash security deposit to Subtenant. Subtenant agrees that Sublandlord shall be entitled to receive and retain any interest earned on such security.

6.4. In the event of an assignment or other transfer of the Master Lease, or Sublandlord’s interest therein, or a leasing of the entire Master Premises, Sublandlord shall have the right, without cost or expense to Sublandlord, to transfer the Letter of Credit or cash security, as the case may be, deposited hereunder to the assignee or lessee, and Sublandlord shall thereupon be released by Subtenant from all liability for the return of such Letter of Credit or cash security. In such event, Subtenant agrees to look solely to the new sublandlord for the return of said Letter of Credit or cash security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of said Letter of Credit or cash security to a new sublandlord. Subtenant shall execute such documents as may be necessary to accomplish such transfer or assignment of the Letter of Credit and shall pay any transfer or other fees of the Issuing Bank.

6.5. Subtenant covenants that it will not assign or encumber, or attempt to assign or encumber, the Letter of Credit or cash deposited as security hereunder or any proceeds thereof, and that neither Sublandlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. If Sublandlord determines, in its reasonable discretion, that the financial condition of the Issuing Bank has so declined as to cause concern that the Issuing Bank may not honor a draw on its Letter of Credit, Subtenant shall promptly obtain a replacement Letter of Credit complying with the terms hereof from another commercial bank acceptable to Sublandlord with offices for banking purposes in the City of New York or, if it is the normal and ordinary practice of such commercial bank, for presentation of letters of credit by a nationally recognized overnight delivery service (e.g. Federal Express) to another office of such commercial bank located within the continental United States.

6.6. Notwithstanding anything to the contrary contained herein, the parties hereto agree that Subtenant shall be permitted to post, for a period not to exceed thirty (30) days after the date hereof, $225,000.00 as cash security hereunder (“Cash Security Deposit”) in place of the Letter of Credit. The Cash Security Deposit shall be deposited with Sublandlord upon execution of this Sublease by Subtenant, and Sublandlord agrees to hold the Cash Security Deposit as though the same were cash proceeds of the Letter of Credit, in accordance with the provisions hereof. Sublandlord shall release the Cash Security Deposit to Subtenant within ten (10) business days after receipt of the Letter of Credit in the form required hereunder.

7.1. Subtenant acknowledges that it has read the Master Lease and is fully familiar with all terms and conditions of the Master Lease. All of the terms, covenants, conditions and provisions of the Master Lease are hereby incorporated in and made part of this Sublease, except (i) as herein otherwise expressly provided; (ii) those which by their nature are inapplicable or inappropriate to the subleasing of the Sublease Premises pursuant to this Sublease or are inconsistent with or modified by any of the terms,

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covenants or conditions of this Sublease; (iii) for the obligations to pay rent and additional rent under the Master Lease other than as incorporated herein; and (iv) Sections 1.1, 1.3, 2.1(A) and (H), 2.2, 2.3(A) through (C), 2.4 through 2.5, 2.7, 3.1(B)(4) and (6) (provided that any ATM installed pursuant to clause (9) shall be subject to Subtenant’s obligation to restore such alteration in accordance with the provisions hereof), 3.2, 3.3, 3.6, 3.7(C) (second and third sentences), 4.1(C) (second sentence only), 4.4(B) (last sentence only), 4.9, 4.10(A) (third sentence only), 5.2(A), 7.2 (to the extent such violation relates to fire and life safety violations), 7.7(A) and (B), 8.1(A)(1) (proviso in first sentence), (A)(2), (B) (last sentence), (C) and (E), 8.2(D), 8.5, 9.1(D) and (E), 9.4(H), 9.7(A), rent abatement, reduction and apportionment provisions of Sections 10.1(B) and (C), and 11.1(B), 12.3(B), and the reference to “three (3) occupants on any floor of the Premises” in Section 12.5(A)(5) is hereby changed to “two (2) occupants in the Sublease Premises”, Sections 12.6, 12.9, 12.11, and 12.15, Sections 15.1(A), 15.1(B), 15.2 (second sentence), 15.3, 15.4, references to the abatement of Subtenant’s Parking Charges and providing of alternative and comparable parking facilities in Section 15.6, last sentence of Section 16.2(A), Article 18, proviso in Section 19.2, Sections 19.3, 19.4 and 19.5, 24.1(B)(7) (reference in first parenthetical to the number of coffee stations or Dwyer units to up to four (4) per floor of the Premises is hereby changed to up to four (4) in the 15 ^th Floor Premises), Sections 24.1(B)(8)(b) and (C), Sections 24.4(A), 24.5(B), 24.6(A) (second sentence), 24.7, 24.8(A)(3)(a), (b), (c) and (e), 24.8(B)(1) (second sentence) and (2), Section 24.8(D), references to Tenant’s right to dispute the Adjusted Special Service Charge in 24.10(D), 24.11(C) shall be subject to Master Landlord’s consent and Sublandlord’s rights and obligations under the Master Lease, 25.2(B) and (C), Sections 26.1, 26.2 (first sentence), 29.2, Articles 30 and 31, Section 33.1(A) (last sentence), Article 35, Sections 36.1 through 36.4, 37.6 (except the first sentence thereof) and 37.10(A), Exhibits A, B, E, F and G, Schedule A, C(III) and D of the Original Master Lease and the Surrender shall not be deemed incorporated in or made a part hereof.

7.2. The term “Landlord” as used in the Master Lease shall refer to “Sublandlord” hereunder, the term “Tenant” as used in the Master Lease shall refer to “Subtenant” hereunder, the term “Lease” as used in the Master Lease shall refer to this Sublease and the term “Leased Premises” as used in the Master Lease shall refer to the Sublease Premises described herein; provided, however, that the obligations, waivers, releases and other agreements of Subtenant under Article 9 of the Sublease, as incorporated herein, shall be deemed to be given in favor of both Master Landlord and Sublandlord. Notwithstanding anything to the contrary contained in this Sublease, except as otherwise expressly provided in this Sublease, Sublandlord shall not be required to (i) provide any of the insurance, services or construction to the Sublease Premises that Master Landlord may have agreed to provide pursuant to the Master Lease (or as required by law), (ii) provide any utilities (including electricity) to the Sublease Premises that Master Landlord may have agreed to furnish pursuant to the Master Lease (or as required by law), (iii) make any of the repairs that Master Landlord may have agreed to make pursuant to the Master Lease (or as required by law), (iv) take any other action relating to the operation, maintenance, repair, restoration, rebuilding, alteration or servicing of the Master Premises that Master Landlord may have agreed to provide, furnish, make, comply with, or take, or cause to be provided, furnished, made complied with or taken under the Master Lease or (v) provide Subtenant with any abatement, rebate, credit, allowance or other concession required of Master Landlord pursuant to the Master Lease. Subtenant shall not make any claim against Sublandlord for any damage which may arise by reason of (a) the failure of Master Landlord to keep, observe or perform any of its obligations under the Master Lease or (b) the acts or omissions of Master Landlord or its agents, contractors, employees, invitees or licensees or (c) any representation made by Master Landlord to Sublandlord in the Master Lease. Whenever Master Landlord has certain rights and authority under the Master Lease, such rights and authority shall continue to be vested in Master Landlord and, if appropriate, Sublandlord.

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7.3. If, as a result of the provisions of Sections 10.1(B) and (C), 11.1(B), 15.6, 25.2(B) or any other similar provision of the Master Lease applicable to the Sublease Premises, Sublandlord shall actually receive under the Master Lease an abatement of Rent as to the Sublease Premises (for a period during the Term hereof), then Subtenant shall be entitled to receive from Sublandlord a proportionate share of such abatement calculated as follows: for each rentable square foot to which the abatement applies and for which Subtenant is obligated to pay Rent under this Sublease, Subtenant shall receive its proportionate share of such abatement based on the ratio of the per square foot Rent payable by Subtenant under this Sublease to the per square foot Rent payable by Sublandlord under the Master Lease for the Sublease Premises, but in no event in excess of the abatement actually received by Sublandlord for the Sublease Premises.

7.4. If any provisions of this Sublease expressly conflict with any portion of the Master Lease as incorporated herein, the terms of this Sublease shall govern. Subtenant shall assume and perform for the benefit of Sublandlord and Master Landlord all of Tenant’s obligations under the Master Lease provisions as incorporated herein to the extent that the provisions are applicable to the Sublease Premises.

7.5. Subtenant shall be entitled to receive all of the work, services, repairs, repainting, restoration, the provision of utilities, elevator or HVAC services, and the performance of any other obligations required of Master Landlord under the Master Lease with respect to the Sublease Premises or the common areas of the Building (except to the extent any such obligations were not incorporated by reference above); provided, however, Sublandlord’s sole obligation with respect thereto shall be to request the same, as requested in writing by Subtenant and at Subtenant’s sole cost and expense. If Master Landlord shall default in any of its obligations to Sublandlord with respect to the Sublease Premises, Sublandlord will use reasonable commercial efforts to cause Master Landlord to perform and observe such obligations (except that Sublandlord shall not be obligated to commence any legal, arbitration or audit proceedings against Master Landlord, or utilize any self-help rights, or make any payment of money or other consideration other than as expressly required of Sublandlord under the Master Lease), but Sublandlord shall have no liability for failure to obtain the observance or performance of such obligations by Master Landlord or by reason of any default of Master Landlord under the Master Lease or any failure of Master Landlord to act or grant any consent or approval under the Master Lease, or from any misfeasance or non-feasance of Master Landlord, nor shall the obligations of Subtenant hereunder be excused or abated in any manner by reason thereof, except as expressly provided in this Sublease. If Sublandlord elects to commence legal, arbitration or audit or other proceedings against the Master Landlord to enforce, or otherwise enforces, Sublandlord’s rights under the Master Lease which are applicable to Subtenant and the Sublease Premises as well as to the Sublandlord as to the remainder of the Master Premises, Subtenant shall be responsible for reimbursing Sublandlord for the reasonable, out-of-pocket costs of such proceedings, including, without limitation, reasonable attorneys’ fees incurred by Sublandlord at the following rates: (a) one hundred (100%) percent thereof if such pertain only to the Sublease Premises; (b) Subtenant’s Proportionate Share if such pertain to the entire Master Premises; or (c) a proportionate percentage if such pertain to the Sublease Premises or any part thereof and to a portion of the Master Premises other than the Sublease Premises, such reimbursement to be made by Subtenant to Sublandlord within thirty (30) days after invoice therefor.

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7.6. Subtenant shall cooperate with Sublandlord as may be required to obtain from Master Landlord any such work, services, repairs, repainting, restoration, the provision of utilities, elevator or HVAC services, or the performance of any of Master Landlord’s other obligations under the Master Lease, provided that in day-to-day issues, Subtenant shall contact Master Landlord first to obtain the desired service or item and shall only contact Sublandlord if Master Landlord fails to perform. This Sublease shall at all times during the Term remain subject and subordinate to the Master Lease (and to all matters to which the Master Lease is subject and subordinate) and to all modifications and amendments to the Master Lease. Sublandlord agrees with Subtenant that so long as Subtenant is not in default hereunder beyond any applicable notice and/or cure period, Sublandlord shall not enter into any modification or amendment to the Master Lease which will (i) prevent or materially adversely affect the use by Subtenant of the Sublease Premises in accordance with the terms of the Sublease, (ii) increase the obligations of Subtenant hereunder, except to a de minimis extent, (iii) decrease its rights under the Sublease, except to a de minimis extent, (iv) decrease the size of the Sublease Premises, except as otherwise permitted in the Master Lease, or (iv) accelerate the Expiration Date of the Master Lease as to the Sublease Premises, unless Master Landlord shall accept an attornment by Subtenant to Master Landlord upon substantially the same (or more favorable to Subtenant) terms as provided in this Sublease (or if such attornment shall not be accepted with Subtenant being in default hereunder).

8.1. At any time and on reasonable prior notice to Subtenant, Sublandlord can elect to require Subtenant to perform Subtenant’s obligations under this Sublease directly to Master Landlord, in which event Subtenant shall send to Sublandlord from time to time copies of all notices and other communications that Subtenant shall send to and receive from Master Landlord. Subtenant shall not do or permit to be done anything which would constitute a violation or breach of any of the terms, conditions or provisions of the Master Lease or which would cause the Master Lease to be terminated or forfeited by virtue of any rights of termination or forfeiture reserved by or vested in Master Landlord. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved from all liabilities and obligations under this Sublease; except that if this Sublease terminates (i) as a result of a default of one of the parties under this Sublease, the defaulting party shall be liable to the non-defaulting party for