Contract analysis

Section 1. Grant of Expansion Option 1.1. Subject to the terms and conditions set forth in this Exhibit E, Landlord hereby grants to Tenant the option (the "Expansion Option") to lease additional space in the Building, such additional space consisting of the entire rentable area of the thirty-ninth (39th) floor and the entire rentable area of the fortieth (40th) floor of the Building (each floor comprising approximat

Section 2. Exercise Window 2.1. Tenant may exercise the Expansion Option by delivering irrevocable written notice of exercise (the "Expansion Notice") to Landlord during the period (the "Exercise Window") commencing on the first (1st) day of the thirty-sixth (36th) month of the Lease Term and ending at 5:00 p.m. Eastern Time on the last day of the forty-eighth (48th) month of the Lease Term. Based on the Commencement

Section 3. Conditions to Exercise 3.1. The Expansion Option may be exercised only if each of the following conditions is satisfied both (i) at the time of Tenant's delivery of the Expansion Notice and (ii) on the Expansion Space Commencement Date (as defined in Section 4 below): (a) The Lease is in full force and effect and has not been terminated, cancelled, or surrendered by either party; (b) No Event of Default by

Section 4. Expansion Space Commencement Date 4.1. The commencement date for the Expansion Space (the "Expansion Space Commencement Date") shall be the date that is one hundred eighty (180) days after the date of Tenant's delivery of the Expansion Notice to Landlord, or such earlier date as may be mutually agreed upon by Landlord and Tenant in writing. For the avoidance of doubt, neither party shall be obligated to ag

Section 5. Expansion Space Term 5.1. The term for the Expansion Space (the "Expansion Space Term") shall be co-terminous with the Lease Term for the initial Premises. The Expansion Space Term shall commence on the Expansion Space Commencement Date and shall expire at 11:59 p.m. on July 31, 2038, which is the Expiration Date of the Lease, unless the Lease is sooner terminated in accordance with its terms. All referenc

Section 6. Expansion Base Rent 6.1. The annual base rent for the Expansion Space (the "Expansion Base Rent") shall be the Fair Market Rent per rentable square foot of the Expansion Space, as determined in accordance with the Fair Market Rent Determination Procedure set forth in Exhibit G to the Lease, as of the Expansion Space Commencement Date. Fair Market Rent shall be determined taking into account, among other re

Section 7. Fair Market Rent Determination 7.1. The Fair Market Rent for the Expansion Space shall be determined in accordance with the Fair Market Rent Determination Procedure set forth in Exhibit G to the Lease, which procedure is incorporated herein by this reference. The parties acknowledge that Exhibit G sets forth a comprehensive framework for the determination of Fair Market Rent, including procedures for negot

Section 8. Expansion Tenant Improvement Allowance 8.1. Landlord shall provide Tenant with a tenant improvement allowance for the Expansion Space (the "Expansion TI Allowance") in the amount of Fifty Dollars ($50.00) per rentable square foot of the Expansion Space, for a total Expansion TI Allowance of Three Million Seven Hundred Thousand Dollars ($3,700,000.00) (based on 74,000 rentable square feet of Expansion Space

Section 9. Condition of the Expansion Space 9.1. Landlord shall deliver the Expansion Space to Tenant in its then "as-is" condition on the Expansion Space Commencement Date, broom-clean, free of all personal property, trade fixtures, equipment, and debris of any prior tenant or occupant, and with all base Building systems serving the Expansion Space — including, without limitation, heating, ventilation, and air condi

Section 10. Amendment to Lease 10.1. Promptly upon Tenant's exercise of the Expansion Option and the final determination of Expansion Base Rent, Landlord and Tenant shall, within thirty (30) days after the final determination of the Expansion Base Rent (whether by agreement or through the arbitration process described in Section 7 and Exhibit G), execute an amendment to the Lease (the "Expansion Amendment"), in a for

Section 11. Security Deposit Adjustment 11.1. Upon commencement of the Expansion Space Term, Tenant shall not be required to increase the amount of the irrevocable standby letter of credit currently held by Landlord as a security deposit under the Lease. The existing security deposit, as the same may be reduced from time to time in accordance with the burn-down schedule set forth in Article 37 of the Lease and Exhibi

Section 12. SNDA for Expansion Space 12.1. The parties acknowledge that the Subordination, Non-Disturbance and Attornment Agreement dated as of July 10, 2023 (the "SNDA"), executed by Atlas Continental Bank, N.A., as holder of the first mortgage lien on the Building, shall, by its terms, apply to and cover the Expansion Space upon its addition to the Premises under the Lease. If, notwithstanding the foregoing, any am

Section 13. Insurance 13.1. Effective as of the Expansion Space Commencement Date, Tenant shall extend all insurance coverages required under Article 11 of the Lease to cover the Expansion Space in addition to the initial Premises, including without limitation the following: (a) Commercial general liability insurance with limits of not less than Five Million Dollars ($5,000,000.00) per occurrence and Ten Million Doll

Section 14. Landlord's Right to Lease Expansion Space Pending Exercise 14.1. During the period prior to the commencement of the Exercise Window, and during the Exercise Window (until Tenant exercises the Expansion Option or the Exercise Window expires, whichever occurs first), Landlord shall have the right, in its sole discretion, to lease all or any portion of the Expansion Space to third-party tenants on such terms

Section 15. Signage 15.1. Upon the addition of the Expansion Space to the Premises, Tenant shall be entitled to additional Building directory listings and elevator bank listings for the thirty-ninth (39th) and fortieth (40th) floors at no additional charge, consistent in design, format, size, and placement with the signage rights granted to Tenant under the Lease for the initial Premises (Floors 34 through 38). Such

Section 16. Effect of Termination or Default 16.1. The Expansion Option shall automatically terminate and shall be of no further force or effect, without the necessity of any notice from Landlord, upon the occurrence of any of the following: (a) Any termination of the Lease, whether by expiration of the Lease Term, early termination, surrender, or otherwise; (b) The occurrence of any Event of Default by Tenant under

Section 17. Governing Law and Disputes 17.1. This Exhibit E shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. 17.2. Any dispute, claim, or controversy arising out of or relating to this Exhibit E, including the determination of Fair Market Rent (to the exten